Flutter Entertainment Director Kenneth Dart Establishes Total Return Swap Position in FLUT Stock

Director's Swap Transaction Structure and Terms

Kenneth Dart, listed as a director of Flutter Entertainment plc in the filing, executed a total return swap on July 23, 2026, affecting 118,128 shares of the company's common stock. The swap agreement establishes a reference price of $99.6819 per share and is structured to mature and settle in cash on March 2, 2028. Under the disclosed terms, the swap creates a bifurcated financial obligation: if the market price of FLUT shares falls below the reference price at maturity, Dart would be obligated to pay the counterparty the difference; conversely, if the market price rises above the reference price, the counterparty must pay Dart the excess amount.

The financing leg of the swap requires Dart to pay monthly interest to the counterparty at a rate determined by the Secured Overnight Financing Rate (SOFR), a widely used benchmark for short-term borrowing costs. The filing indicates that Dart is entitled to receive dividend payments made on the referenced shares during the term of the swap agreement. This structure is commonly used by investors seeking to manage exposure to equity positions while maintaining participation in price movements and dividend income.

Beneficial Ownership Through Affiliated Entities

The disclosure indicates that Dart holds his position indirectly through affiliated entities, specifically LBS Limited, which serves as the direct holder of the notional shares subject to the swap. According to the filing, Lake Michigan Limited and LBS Limited were parties to previously reported swap transactions that collectively provide an aggregate position in 18,906,130 notional shares of Flutter Entertainment. Following the July 23, 2026 transaction, Dart's total indirect beneficial ownership through these entities reached 19,024,258 shares.

The filing notes that Dart, as owner of both LBS Limited and Lake Michigan Limited, may be deemed to beneficially own the reported securities but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. This language is typical in insider filings involving corporate structures and swap arrangements that create complex ownership chains. The structure allows for precise tracking of economic exposure while maintaining clarity regarding the nature and extent of Dart's financial interest in the company.

Financial Terms and Interest Obligations

The swap agreement imposes a monthly interest payment obligation on Dart to the counterparty, calculated using SOFR as the base rate. The reference price of $99.6819 per share establishes the strike point for gain or loss determination at maturity on March 2, 2028. The filing provides the reference price with precision to the fourth decimal place, indicating the standardized nature of the swap documentation and the specific valuation methodology used by the parties to establish the economic terms.

This financing structure reflects current market conditions for equity swap arrangements, where SOFR-based rates have become the industry standard following the transition away from London Interbank Offered Rate (LIBOR). The monthly payment obligation creates an ongoing cost to Dart for maintaining the position, which must be weighed against the potential benefits of price appreciation participation and dividend receipt during the nearly two-year holding period through March 2028.

Dividend Rights and Economic Participation

The swap agreement explicitly provides that Dart is entitled to receive payments from the counterparty equal to any dividends distributed on the referenced shares during the term of the swap. This provision allows Dart to maintain economic participation in the company's dividend distributions, a feature that distinguishes total return swaps from certain other derivative structures. The treatment of dividend equivalents is material to the overall economics of the position, particularly for a company like Flutter Entertainment where dividend policy may evolve during the two-year swap term.

The inclusion of dividend rights means that Dart's economic return on the position encompasses not only potential share price appreciation above the $99.6819 reference level but also periodic distributions that Flutter Entertainment may pay to shareholders. This feature is standard in total return swap structures designed to replicate full equity ownership economic exposure while using leverage and derivative instruments rather than direct share ownership.

Indirect Ownership Structure and Disclaimer Language

The filing includes detailed language regarding the indirect nature of Dart's beneficial ownership and his disclaimer of beneficial ownership except to the extent of his pecuniary interest. This language reflects the complex corporate structure through which the position is held, with LBS Limited serving as the legal counterparty to the swap and the direct holder of notional shares. The disclaimer is important for regulatory purposes, as it clarifies that while Dart may be deemed to beneficially own the shares under certain SEC rules, he does not assert full beneficial ownership rights unrelated to his economic interest in the position.

The reference to previously reported swap transactions involving Lake Michigan Limited and LBS Limited suggests a history of derivative positions held through these affiliated entities. The filing indicates that Dart has maintained exposure to Flutter Entertainment shares through swap arrangements over an extended period, with the current transaction adding 118,128 shares to his aggregate notional position. This pattern of activity may reflect a deliberate strategy for managing and adjusting exposure to the company over time.

Maturity and Cash Settlement Mechanics

The swap agreement is scheduled to terminate on March 2, 2028, at which point the position will be cash-settled rather than settled through physical delivery of shares. Cash settlement is the typical mechanism for equity swaps, particularly when the notional shares remain subject to active trading and market pricing. On the maturity date, the counterparty and Dart will calculate the final settlement amount based on the difference between the market price of FLUT stock and the $99.6819 reference price, adjusted for the 118,128 share notional amount.

The specific maturity date of March 2, 2028, is approximately 20 months from the July 23, 2026 transaction date, providing a defined time window for the position. This relatively limited duration suggests that the transaction may represent Dart's assessment of Flutter Entertainment's prospects over the near to medium term. The cash settlement provision eliminates the need for physical share delivery at maturity and reduces operational complexity, while allowing the counterparty to manage its hedging obligations through market transactions.

Director Status and Regulatory Obligations

The filing identifies Dart as a director of Flutter Entertainment plc, which subjects him to reporting obligations under Section 16(a) of the Securities Exchange Act of 1934. Directors and officers of public companies are required to report changes in beneficial ownership of company securities within specified timeframes, typically within two business days of the transaction. The filing, dated July 27, 2026, relates to a transaction on July 23, 2026, indicating timely compliance with these reporting requirements.

The Form 4 designation indicates that this is a statement of changes in beneficial ownership filed by a director of a NYSE-listed company. Dart's role as director subjects him to certain trading restrictions and disclosure obligations designed to prevent insider trading and provide transparency regarding management's confidence in or exposure to company stock. The execution of a derivative position such as a total return swap may signal Dart's views regarding the company's stock price trajectory or his desire to manage his existing exposure through alternative means.

Timing and Market Context

The transaction was executed on July 23, 2026, during a period when Flutter Entertainment was operating in a competitive gaming and sports betting market. The specific reference price of $99.6819 reflects the market conditions and FLUT stock pricing at the time the swap was negotiated and documented. While the filing does not provide commentary regarding Dart's rationale for the transaction, the establishment of a derivative position by a director typically warrants investor attention as a potential indicator of insider positioning.

The nearly two-year maturity period extends the position through March 2028, suggesting that Dart expected to maintain material exposure to Flutter Entertainment throughout this timeframe. The use of a swap rather than direct share ownership or outright call options reflects a sophisticated approach to exposure management, allowing for leveraged participation in price movements while managing capital requirements and potential tax treatment differently than alternative structures.

Swap Economics and Risk Allocation

The total return swap structure allocates risks and benefits between Dart and the counterparty in a specific manner. Dart benefits from any share price appreciation above the $99.6819 reference level and receives dividend equivalents, but bears the cost of monthly SOFR-based financing charges. The counterparty, in turn, benefits from the financing spread and bears the risk of providing payments to Dart should FLUT shares appreciate significantly above the reference price. This balanced structure is typical of privately negotiated derivative arrangements between financially sophisticated parties.

The economics of the position depend substantially on the direction and magnitude of FLUT share price movements between July 2026 and March 2028. If shares appreciate significantly above $99.6819, the swap provides Dart with substantial gains, offset partially by the accumulated monthly financing costs. Conversely, if shares decline, Dart's obligation to pay the counterparty the shortfall is mitigated by the benefit of not holding shares that have declined in value outright, and by the specific reference price that establishes the loss floor.