DART KENNETH BRYAN 4

What Happened

• Kenneth Bryan Dart, reported as a 10% owner of Flutter Entertainment plc (FLUT), entered a derivative purchase on 2026-06-22: a cash‑settled total return swap referencing 350,000 notional shares at a reported price of $99.12 per share (transaction value $34,691,615). The filing classifies this as a purchase (code P) of a derivative position.

Key Details

• Transaction date and price: 2026-06-22 at $99.12 per notional share (reference price in footnote: $99.1189).
• Total reported value: $34,691,615.
• Instrument and maturity: Cash‑settled total return swap scheduled to terminate March 2, 2028.
• Payment/rights terms (from footnote): at maturity the Reporting Person pays declines below the reference price and receives increases above it; pays monthly interest on the financing leg (SOFR‑based); receives dividend equivalents during the swap term.
• Holder/beneficial ownership: LBS Limited is the direct holder of the notional shares. Lake Michigan Limited and LBS Limited hold aggregate positions previously reported equal to 17,130,927 notional shares. As owner of those entities, Mr. Dart may be deemed to beneficially own the securities but disclaims beneficial ownership except for his pecuniary interest.
• Filing timeliness: Reported period 2026-06-22 and filed 2026-06-24 — filed within the Form 4 two‑business‑day window (timely).

Context

• This transaction is a derivative (total return swap), not a purchase of registered common shares. It gives Mr. Dart economic exposure to Flutter’s share price movements and dividend equivalents without direct title to the underlying shares; at maturity the position will be settled in cash.
• As a reported 10% owner and owner of the entities that hold the swap, this is institutional/owner-level trading rather than a routine executive stock sale/exercise. The filing disclaims direct beneficial ownership except to the extent of pecuniary interest.