01—Abstract
Summary
Summary of the 8-K filed January 5, 2026. Cited figures are marked; the original filing is the authoritative source.
Flutter Entertainment plc filed a Form 8-K on January 5, 2026 under Item 7.01 (Regulation FD Disclosure) to furnish an RNS announcement made in London.
The announcement concerns a Standard Form TR-1 notification of major holdings, submitted to the Company to comply with the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules. The filing contains no financial results, guidance, or operational updates; its content is limited to a shareholding disclosure. The notification was filed by Candle Lake Limited, a Cayman Islands entity directly owned by Kenneth B.
Dart. The threshold was crossed on December 29, 2025, and Flutter was notified on January 2, 2026. Per the filing, Candle Lake holds 16,631,694 voting rights in ordinary shares, representing 9.493999%a of voting rights attached to shares.
Through financial instruments, including total return swaps, the holder has a further 5.539971%b, for a total of 15.033970%. Total voting rights in the issuer are 26,336,677. The filing states that the previous notification showed 9.767155% in shares and 0.292961% through financial instruments, totaling 10.060116%.
The filing attributes the increase in economic exposure to cash-settled equity swap agreements entered into by LBS Limited and Lake Michigan Limited, both wholly owned by Portfolio Services Ltd., which is wholly owned by Mr. Dart. The swaps are listed with expiration dates of March 9, 2026 and October 17, 2026. The filing does not state the purpose of the position.
02—Key points
Key Highlights
- Form 8-K furnished under Item 7.01 (Regulation FD) to attach an RNS announcement regarding a UK major-holdings notification (Form TR-1)
- Notifying party Candle Lake Limited, directly owned by Kenneth B. Dart, reports total interests of 15.033970% of Flutter's voting rights, up from 10.060116% in the previous notification
- Direct holding in ordinary shares is 16,631,694 voting rights, or 9.493999%, down from 9.767155% previously
- Financial instruments account for 5.539971%, up from 0.292961%, consisting of total return swaps expiring March 9, 2026 and October 17, 2026, settled in cash
- Total voting rights in the issuer are 26,336,677
- Threshold crossing date was December 29, 2025; Flutter was notified on January 2, 2026
- The filing contains no financial results, guidance, or operational information
03—Questions
Frequently Asked Questions
Who is reporting the change in holdings?
Candle Lake Limited, a Cayman Islands company, is the notifying party. The filing states it is directly owned by Kenneth B. Dart. LBS Limited and Lake Michigan Limited, both wholly owned by Portfolio Services Ltd. (itself wholly owned by Mr. Dart), are named as shareholders in the chain.
How much did the reported interest change?
Total interests rose to 15.033970% from 10.060116%. Shares with voting rights declined to 9.493999% from 9.767155%, while financial instruments with similar economic effect increased to 5.539971% from 0.292961%.
What is driving the increase?
The filing attributes the increase to cash-settled equity swap agreements entered into by LBS Limited and Lake Michigan Limited. These are described as increasing exposure to the underlying shares, while the holder's directly held share count decreased.
When do the reported swaps mature?
The filing lists two total return swaps: one covering 7,801,310 voting rights (4.453283%) expiring October 17, 2026, and one covering 1,903,673 voting rights (1.086688%) expiring March 9, 2026. Both are cash-settled.
Does this filing contain company financial information?
No. The 8-K furnishes only the shareholder notification under UK disclosure rules. It includes no earnings, guidance, or operating results from Flutter.
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