Form 4: Flutter Entertainment Director Reports Swap Transaction

Flutter Entertainment Director Kenneth Bryan Dart has reported a significant swap transaction involving Flutter Entertainment plc shares, executed on May 19, 2026.

Summary

• Kenneth Bryan Dart, a Director of Flutter Entertainment plc, has filed a Form 4 reporting a transaction related to Flutter Entertainment plc (FLUT).
• The transaction, executed on May 19, 2026, involves a Total Return Swap with a reference price of $97.9345 per share.
• The swap is scheduled to terminate on March 2, 2028, and will be cash-settled.
• Under the swap, Dart will be obligated to pay any decrease in the market price of the referenced shares below the reference price, and the counterparty will pay any increase above the reference price.
• Dart is entitled to receive dividends paid on the referenced shares during the swap's term.
• The swap involves 171,649 notional shares, with a total value of $15,992,552.
• LBS Limited is the direct holder of the notional shares, and Lake Michigan Limited and LBS Limited were parties to previously reported swap transactions covering an aggregate of 15,820,903 notional shares.
• Dart may be deemed to beneficially own these securities due to his ownership of LBS Limited and Lake Michigan Limited, but disclaims beneficial ownership beyond his pecuniary interest.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it represents a change in how beneficial ownership is structured through a derivative instrument rather than a direct purchase or sale of shares, indicating no immediate change in the insider's fundamental view of the company's prospects.

Positives

• The Total Return Swap allows for participation in the potential upside of Flutter Entertainment's share price.
• Dart is entitled to receive dividends paid on the referenced shares during the term of the swap.
• The structure of the swap allows for cash settlement, providing flexibility at termination.

Negatives

• Dart is obligated to pay the counterparty for any decrease in the market price of the referenced shares below the reference price.
• The swap involves a significant notional amount of shares, exposing Dart to substantial market risk.
• The reporting person disclaims beneficial ownership beyond his pecuniary interest, indicating a complex ownership structure.

Risks

• Market risk associated with the share price of Flutter Entertainment plc.
• Counterparty risk related to the financial stability of the swap counterparty.
• Interest rate risk on the financing leg of the swap, which is based on SOFR.
• Potential for significant financial obligation if the share price declines below the reference price.

Future Outlook

The Total Return Swap is set to terminate on March 2, 2028, at which point it will be cash-settled, reflecting the net change in the share price from 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 insiders is a common strategy to gain economic exposure to a company's stock without direct ownership, often for tax or diversification reasons. This filing indicates continued engagement with financial instruments to manage personal investment exposure to Flutter Entertainment.

Related Party Transactions

• The transaction involves LBS Limited and Lake Michigan Limited, entities in which Mr. Dart has ownership, indicating a related party element in the swap's structure.

Stakeholder Impact

• Shareholders: The filing provides insight into how a key director is managing their economic exposure to the company's stock, which can indirectly influence market perception.
• Counterparty: The financial institution acting as the counterparty to the swap is exposed to the market risk of Flutter Entertainment's shares.

Next Steps

• Cash settlement of the Total Return Swap on March 2, 2028.
• Potential ongoing monitoring of Flutter Entertainment's share price performance by Mr. Dart.

Key Dates

Keywords

Flutter Entertainment, Form 4, Insider Trading, Total Return Swap, Securities Transaction, Director, FLUT, Beneficial Ownership, Derivative Securities