DART KENNETH BRYAN 4

What Happened

• Kenneth B. Dart, reported as a 10% owner, entered a purchase-type derivative transaction on May 26, 2026, acquiring economic exposure to 322,567 "notional" Flutter shares at a reference price of $94.9972 (reported price $95.00), representing roughly $30,642,962 of notional value. The Form 4 was filed on May 28, 2026.

Key Details

• Transaction date: 2026-05-26; Form filed: 2026-05-28.
• Instrument/Code: P (purchase) — a swap providing economic exposure to 322,567 notional shares. Reported price: $95.00; reference price per footnote: $94.9972. Total notional value ≈ $30.64M.
• Shares owned after transaction: Not specified in the filing.
• Footnotes of note:
  • F1: The swap is cash-settled at maturity (Mar 2, 2028). At maturity the reporting person pays any decline below the reference price and receives any increase above it; pays monthly interest on the financing leg (SOFR-based); entitled to receive payments equal to dividends on the referenced shares during the swap term.
  • F2: LBS Limited is the direct holder of the notional shares. Mr. Dart owns LBS Limited (and Lake Michigan Limited); he may be deemed to beneficially own the reported securities but disclaims beneficial ownership except to the extent of his pecuniary interest. Aggregate previously reported swap exposure across the entities is 16,463,518 notional shares.
• Timeliness: Filing appears timely (transaction on May 26, filed May 28); no late-filing flag disclosed.

Context

• This was a derivative (total return swap) purchase, not an outright stock purchase. The swap gives Mr. Dart economic upside or downside tied to Flutter’s share price and dividend equivalents, but does not necessarily convey direct legal ownership of shares. As a 10% owner, this is institutional-level exposure rather than an executive stock trade.