SEC Form 4 · accession 0001331271-26-000065
Flutter Entertainment plc · FLUT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth Bryan Dart
10% Owner
Period of report
Aug 5, 2026
Accepted (ET)
Aug 7, 2026 · 5:26 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001635327
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Return SwapF2,F1 | — | Aug 5, 2026 | P | 885,900 | A | Mar 2, 2028 | Mar 2, 2028 | Common Stock | 885,900 | 19,910,158 | I |
| Total Return SwapF2,F3 | — | Aug 5, 2026 | P | 817,815 | A | Mar 2, 2028 | Mar 2, 2028 | Common Stock | 817,815 | 20,727,973 | I |
Explanation of responses
- F1The reference price for the Swap is $93.5779 per share. The Swap is scheduled to terminate on March 2, 2028, at which time the Swap will be cash-settled. Under the terms of the Swap, at maturity: (i)the Reporting Person will be obligated to pay to the counterparty any decrease in the market price of the referenced shares below the reference price, and (ii) the counterparty will be obligated to pay the Reporting Person any increase in the market price of the referenced shares above the reference price. The Swap requires the Reporting Person to pay monthly interest to the counterparty on the financing leg of the Swap at a rate based on SOFR. Additionally, the Reporting Person is entitled to receive payments from the counterparty equal to any dividends paid on the referenced shares during the term of the Swap.
- F2LBS Limited and Lake Michigan Limited are parties to the reported transactions and direct "holder" of the "notional" shares. These were parties to previously reported swap transactions that provide an aggregate position in 19,024,258 "notional" shares. As owner of LBS Limited and Lake Michigan Limited, Mr. Dart may be deemed to beneficially own the reported securities but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
- F3The reference price for the Swap is $91.4129 per share. The Swap is scheduled to terminate on March 2, 2028, at which time the Swap will be cash-settled. Under the terms of the Swap, at maturity:(i) the Reporting Person will be obligated to pay to the counterparty any decrease in the market price of the referenced shares below the reference price, and (ii) the counterparty will be obligated to pay the Reporting Person any increase in the market price of the referenced shares above the reference price. The Swap requires the Reporting Person to pay monthly interest to the counterparty on the financing leg of the Swap at a rate based on OBFR. Additionally, the Reporting Person is entitled to receive payments from the counterparty equal to any dividends paid on the referenced shares during the term of the Swap.