Form 4: Flutter Entertainment Director Enters Swap Agreement

Flutter Entertainment Director Kenneth Bryan Dart has entered into a total return swap agreement involving 350,000 common shares.

Summary

• Kenneth Bryan Dart, a Director of Flutter Entertainment plc, has entered into a total return swap agreement.
• The agreement, dated June 22, 2026, involves 350,000 common shares of Flutter Entertainment.
• The swap has a reference price of $99.1189 per share and is set to terminate on March 2, 2028.
• Under the swap, Mr. Dart will benefit from any increase in the share price above the reference price and will be obligated to cover any decrease.
• He is also entitled to receive dividend payments on the referenced shares during the swap's term.
• Mr. Dart may be deemed to beneficially own an aggregate of 17,480,927 notional shares through related entities, LBS Limited and Lake Michigan Limited, though he disclaims beneficial ownership beyond his pecuniary interest.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it details a financial transaction by a director rather than company performance or strategic shifts.

Positives

• The total return swap allows Mr. Dart to gain exposure to potential upside in Flutter Entertainment's stock price while receiving dividends.
• The structure of the swap provides a defined reference price and termination date, offering clarity on the financial terms.

Negatives

• Mr. Dart is obligated to cover any decrease in the market price of the referenced shares below the reference price, exposing him to potential losses.
• The indirect beneficial ownership through LBS Limited and Lake Michigan Limited, while disclaimed beyond pecuniary interest, indicates a complex ownership structure.

Risks

• The primary risk is the potential for a decrease in Flutter Entertainment's stock price, which would result in a financial obligation for Mr. Dart under the swap agreement.
• Market volatility in the gaming and betting industry could impact the value of the referenced shares.

Future Outlook

The total return swap is scheduled to terminate on March 2, 2028, at which point it will be cash-settled based on the performance of the referenced shares against the reference price.

Management Comments

• 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.

Industry Context

StockSavvy.ai notes that the use of total return swaps by company insiders is a common financial strategy to gain economic exposure to a company's stock without direct ownership, often for tax or diversification reasons. This filing indicates a significant economic interest in Flutter Entertainment's stock performance by a key director.

Related Party Transactions

• The transaction involves a total return swap with a counterparty, details of which are not fully disclosed in this filing.
• Mr. Dart's beneficial ownership disclaimer relates to his control over LBS Limited and Lake Michigan Limited, which were parties to previously reported swap transactions.

Stakeholder Impact

• Shareholders: The filing provides insight into a director's economic interest in the company's stock, which can be a factor in market perception.
• Counterparty to the swap: This entity has entered into a financial agreement with Mr. Dart, with potential gains or losses tied to Flutter Entertainment's stock performance.

Next Steps

• The total return swap will be cash-settled on March 2, 2028.
• Mr. Dart will continue to hold his directorship and potentially other beneficial interests in Flutter Entertainment.

Key Dates

Keywords

Flutter Entertainment, FLUT, Form 4, SEC Filing, Director, Total Return Swap, Beneficial Ownership, Securities, Stock, Insider Trading, Kenneth Bryan Dart