DART KENNETH BRYAN 4

What Happened

• Kenneth Bryan Dart, reported as a 10% owner, entered into a derivative purchase on March 16, 2026 that provides economic exposure to 212,240 ordinary shares of Flutter (ticker FLUT) at a reference price of $108.8734 per share. The reported notional value of the position is $23,107,290. This transaction is recorded as a purchase (transaction code P) via a swap (derivative), which is generally a way to gain economic exposure rather than receiving or owning the underlying shares outright.

Key Details

• Transaction date: 2026-03-16; Form 4 filed: 2026-03-18 (timely filing).
• Reported price / reference price: $108.87 (rounded) / $108.8734 per share.
• Notional shares acquired: 212,240; notional value: $23,107,290.
• Instrument: Cash‑settled equity swap scheduled to terminate March 2, 2028.
• Swap economics: at maturity the reporting person pays decreases below the reference price and receives increases above it; Dart pays monthly interest on the financing leg (SOFR‑based) and is entitled to dividend‑equivalent payments during the swap term. (Footnote F1)
• Counterparty and structure: LBS Limited is the direct counterparty/holder of the notional shares; Dart, as owner of LBS Limited, may be deemed to beneficially own the reported securities but disclaims ownership except to the extent of his pecuniary interest. (Footnote F2)
• Shares owned after transaction: not specified in the provided filing excerpt.

Context

• This was a derivative purchase (swap) giving economic exposure rather than an outright open‑market share purchase. For 10% owners, transactions often reflect institutional arrangements rather than employee/insider compensation activity. The swap includes financing and dividend‑equivalent terms—important to understand this is not the same as directly buying stock.