Form 4: Kenneth Dart Reports Total Return Swap on Flutter Shares

Kenneth Dart, a 10% owner of Flutter Entertainment plc, reported a new Total Return Swap referencing 113,233 shares, with a termination date of March 2, 2028.

Summary

• Reporting Person: Kenneth Bryan Dart, identified as a Director and 10% Owner of Flutter Entertainment plc.
• Transaction Date: The earliest transaction date reported is March 4, 2026.
• Transaction Type: Acquisition of a Total Return Swap (TRS) referencing Flutter Entertainment plc common stock.
• Referenced Shares: The TRS references 113,233 shares of Flutter Entertainment plc common stock.
• Reference Price: The reference price for the Swap is $112.1374 per share.
• Swap Mechanics: The Swap is cash-settled. Mr. Dart is obligated to pay the counterparty any decrease in the market price below the reference price and will receive payments for any increase above it.
• Financing Cost: Mr. Dart is required to pay monthly interest to the counterparty on the financing leg of the Swap, based on SOFR.
• Dividends: Mr. Dart is entitled to receive payments from the counterparty equal to any dividends paid on the referenced shares during the Swap's term.
• Termination Date: The Swap is scheduled to terminate on March 2, 2028.
• Beneficial Ownership: Following the transaction, Mr. Dart indirectly beneficially owns 1,285,710 derivative securities. LBS Limited is the direct party to the Swap, and Mr. Dart, as owner of LBS Limited, disclaims beneficial ownership except to the extent of his pecuniary interest.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive development for the reporting person, indicating a strategic, leveraged position on Flutter's stock, balanced by inherent derivative risks.

Positives

• The Total Return Swap structure allows Kenneth Dart to gain economic exposure to Flutter Entertainment plc's share price appreciation without direct equity ownership, potentially offering capital efficiency.
• Entitlement to receive payments from the counterparty equal to any dividends paid on the referenced shares provides a benefit similar to direct equity ownership.

Negatives

• Mr. Dart is obligated to pay the counterparty for any decrease in the market price of the referenced shares below the reference price, exposing him to downside risk.
• Monthly interest payments based on SOFR represent a financing cost that will reduce potential returns from the Swap.

Risks

• Market price volatility of Flutter Entertainment plc common stock could lead to significant losses for Mr. Dart if the price falls below the reference price of $112.1374 per share.
• Interest rate risk from the SOFR-based financing leg of the Swap, as rising SOFR rates would increase financing costs for Mr. Dart.
• Counterparty risk is inherent in derivative contracts, though specific details regarding the counterparty's financial health are not provided.

Future Outlook

The filing does not provide forward-looking statements or guidance from Flutter Entertainment plc. It details a derivative transaction by a 10% owner.

Industry Context

StockSavvy.ai notes that derivative transactions like Total Return Swaps are common tools used by large shareholders or institutional investors to gain or hedge exposure to a company's stock without directly impacting the public float or requiring immediate capital outlay for full share purchase. This transaction by a 10% owner of Flutter Entertainment plc, a major player in the global gaming and betting industry, indicates a strategic position on the company's future performance.

Comparison to Industry Standards

• This Form 4 filing details a specific derivative transaction by a 10% owner, Kenneth Dart, rather than company performance metrics. Therefore, direct comparisons to industry-standard financial benchmarks or competitor results are not applicable within the scope of this filing.

Stakeholder Impact

• Shareholders: The transaction itself does not directly impact the outstanding shares or voting power of Flutter Entertainment plc, as it is a cash-settled derivative. However, it signals a significant investor's strategic view on the company's future performance.

Next Steps

• The Total Return Swap is scheduled to terminate on March 2, 2028, at which time it will be cash-settled.

Key Dates

Keywords

Flutter Entertainment, FLUT, Total Return Swap, TRS, Derivative, Beneficial Ownership, SEC Form 4, Kenneth Dart, 10% Owner, Gaming Industry, Betting Industry