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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): August 25, 2026
DRAFTKINGS INC.
(Exact name of registrant as specified in its charter)
| Nevada |
001-41379 |
87-2764212 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
222 Berkeley Street, 5th Floor
Boston, MA 02116
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (617) 986-6744
Not Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
|
Title of
each class |
|
Trading Symbol(s) |
|
Name of each
exchange on which registered |
| Class A common stock, par value $0.0001 per share |
|
DKNG |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On August 25, 2026 (the “Closing
Date”), DraftKings Inc. (the “Company”) and certain of its subsidiaries entered into a second amendment (the “Amendment”)
to its credit agreement, dated as of November 7, 2024 (as amended by the first amendment, dated as of March 4, 2025, the “Prior
Credit Agreement” and, as further amended by the Amendment, the “Amended Credit Agreement”), with, among others, various
financial institutions, as lenders and issuing banks, and Morgan Stanley Senior Funding, Inc., as administrative agent and a swingline
lender.
The Amended Credit Agreement
provides for, among other things, (i) a new class of incremental term loans under the Amended Credit Agreement in an aggregate principal
amount of $700 million due 2033 (the “New Term B Facility” and, such term loans, the “New Term B Loans”), on substantially
the same terms as the Company’s class of incremental term loans due 2032 that was established under the Prior Credit Agreement,
and (ii) a new $750 million senior secured revolving credit facility maturing in 2031 (the “New Revolving Credit Facility”),
which replaces, and is on substantially the same terms as, the Company’s existing $500 million senior secured revolving credit facility
that was scheduled to mature in 2029 under the Prior Credit Agreement. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Amended Credit Agreement.
New Term B Facility
DK Crown Holdings Inc., a
wholly-owned subsidiary of the Company, is the borrower (the “Term B Borrower”) under the New Term B Facility. The Company
intends to utilize the net proceeds of the New Term B Loans for repurchases of a portion of the outstanding 0% Convertible Senior Notes
due 2028 issued by DraftKings Holdings Inc., a wholly-owned subsidiary of the Company, subject to availability and market conditions,
and other general corporate purposes.
The New Term B Facility has
a maturity date of August 25, 2033 (the “New Term B Maturity Date”), and all unpaid borrowings, together with accrued and
unpaid interest thereon, are repayable on the New Term B Maturity Date (unless the New Term B Maturity Date is extended in accordance
with the terms of the Amended Credit Agreement). In addition, the Term B Borrower is required to repay a portion of the principal amount
of the New Term B Loans in an amount equal to 1.00% per annum (payable in quarterly installments) of the aggregate principal amount of
the New Term B Loans outstanding on the Closing Date.
The New Term B Loans under
the New Term B Facility bear interest, at the Term B Borrower’s election, at a rate of either (i) in the case of Term SOFR
Loans, Term SOFR plus an applicable margin of 2.00% per annum, or (ii) in the case of ABR Term Loans, ABR plus an applicable margin
of 1.00% per annum. In the event that the New Term B Facility is prepaid or repaid within six (6) months of the Closing Date and such
prepayment constitutes a Repricing Event, such prepayment will be subject to a prepayment premium of 1.00% of the principal amount so
prepaid or repaid.
New Revolving Credit Facility
The New Revolving Credit Facility
provides for revolving loans, swing line borrowings and letters of credit. Borrowings under the New Revolving Credit Facility are intended
to be utilized for general corporate purposes.
The New Revolving Credit Facility
matures on August 25, 2031 (the “New Revolving Credit Facility Maturity Date”), and all unpaid borrowings, together with accrued
and unpaid interest thereon, are repayable on the New Revolving Credit Facility Maturity Date (unless the New Revolving Credit Facility
Maturity Date is extended in accordance with the terms of the Amended Credit Agreement).
Revolving loans under the
New Revolving Credit Facility bear interest, at the Company’s election, at either (i) Term SOFR, plus an applicable margin ranging
from 1.75% to 2.25% depending on the Company’s Net First Lien Leverage Ratio, or (ii) a base rate defined as the highest of (a)
the federal funds rate plus 0.50%, (b) the “U.S. Prime Lending Rate” published by the Wall Street Journal and (c) Term SOFR
for a one-month interest period plus 1.00%, in each case plus an applicable margin ranging from 0.75% to 1.25% depending on the Company’s
Net First Lien Leverage Ratio. In addition, the Company is required to pay a commitment fee quarterly in arrears on the unused portion
of the New Revolving Credit Facility, which ranges from 0.250% to 0.375% per annum on such unused portion depending on the Company’s
Net First Lien Leverage Ratio.
The representations and warranties,
affirmative and negative covenants and events of default under the Amended Credit Agreement are, taken as a whole, substantially the same
as those contained in the Prior Credit Agreement, subject to certain modifications reflected in the Amended Credit Agreement.
Certain of the parties to
the Amended Credit Agreement and/or their affiliates have provided, and in the future may provide, investment banking, commercial banking
and/or advisory services to the Company and certain of its subsidiaries for which they receive customary fees and expenses.
The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in
Item 1.01 of this Current Report is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 25, 2026, the Company
issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing, among other things, the closing of the New Term
B Facility and the New Revolving Credit Facility.
The information in this Item
7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit
Number |
|
Description |
| 10.1 |
|
Second Amendment, dated as of August 25, 2026, among DraftKings Inc., DK Crown Holdings Inc., Golden Nugget Online Gaming Holdings, LLC, Jackpocket LLC, the lenders and issuing banks party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and a swingline lender. |
| 99.1 |
|
Press Release, dated August 25, 2026, announcing the closing of the New Term B Facility and the New Revolving Credit Facility. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 25, 2026
| |
DRAFTKINGS INC. |
| |
|
|
| |
By: |
/s/ R. Stanton Dodge |
| |
Name: |
R. Stanton Dodge |
| |
Title: |
Chief Legal Officer and Secretary |
Exhibit 99.1

DraftKings Announces Closing of $700 Million
Upsized Term Loan B Facility and
$750 Million Revolving Credit Facility
BOSTON—August 25, 2026—DraftKings
Inc. (Nasdaq: DKNG) (the “Company” or “DraftKings”) today announced that it has successfully closed on its previously
announced (i) $700 million senior secured term loan B credit facility (the “Term Loan B”) and (ii) $750 million senior secured
revolving credit facility (the “New Revolving Facility”), which replaced its existing $500 million senior secured revolving
credit facility that was scheduled to mature in November 2029.
The aggregate principal amount of the Term Loan
B was increased to $700 million from the previously announced $600 million due to strong demand. The Term Loan B will mature in August
2033 and has an interest rate equal to the Secured Overnight Financing Rate plus 2.00% per annum. The Term Loan B was offered at 99.50%
of par and is required to be repaid at 1.00% of its aggregate principal amount per annum. DraftKings intends to utilize the net proceeds
of the Term Loan B for repurchases of a portion of the outstanding Convertible Notes due 2028 issued by DraftKings Holdings Inc., a wholly-owned
subsidiary of the Company (the “Convertible Notes”), subject to availability and market conditions, and other general corporate
purposes.
The New Revolving Facility provides for a revolving
credit facility, including revolving loans, swing line borrowings and letters of credit, of up to $750 million and has a maturity date
of August 2031. DraftKings intends to utilize borrowings under the New Revolving Facility for general corporate purposes.

About DraftKings
DraftKings Inc. is a digital sports and gaming
company created to be the Ultimate Host and fuel the competitive spirit of sports fans with platforms that range across daily fantasy,
regulated gaming, prediction markets and digital media. Headquartered in Boston and launched in 2012 by Jason Robins, Matt Kalish and
Paul Liberman, DraftKings is the only U.S.-based vertically integrated sports betting operator. DraftKings’ mission is to make life
more exciting by responsibly creating the world’s favorite real-money games, betting experiences and event contracts trading. DraftKings
Sportsbook is live with mobile and/or retail sports betting operations pursuant to regulations in 30 states, Washington, D.C., Puerto
Rico, and Alberta and Ontario, Canada. The Company operates iGaming pursuant to regulations in five states and in Alberta and Ontario,
Canada under its DraftKings brand and pursuant to regulations in four states and in Ontario, Canada, under its Golden Nugget Online Gaming
brand. DraftKings also owns Jackpocket, the leading digital lottery courier app in the United States. DraftKings’ daily fantasy
sports platform is available in 44 states, Washington, D.C., and certain Canadian provinces. DraftKings' wholly-owned subsidiary GUS III
LLC (d/b/a DraftKings Predictions) also operates DraftKings Predictions, offering federally regulated event contracts under CFTC oversight.
DraftKings is both an official sports betting and daily fantasy partner of the NHL, PGA TOUR and WNBA, as well as an official daily fantasy
partner of NASCAR, an official sports betting partner of the NBA and an authorized gaming operator of MLB. In addition, DraftKings owns
and operates DraftKings Network, a multi-platform content ecosystem. DraftKings is committed to delivering responsible engagement tools
and resources, while focusing on integrity and customer education.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act
of 1995, including statements about the Company and its industry that involve substantial risks and uncertainties. All statements, other
than statements of historical fact, contained in this press release, including statements regarding guidance, DraftKings’ future
results of operations or financial condition, strategic plans and focus, customer growth and engagement, offering initiatives, and the
objectives and expectations of management for future operations (including launches in new jurisdictions and the expected timing thereof),
are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,”
“believe,” “confident,” “contemplate,” “continue,” “could,” “estimate,”
“expect,” “forecast,” “going to,” “intend,” “may,” “plan,” “poised,”
“potential,” “predict,” “project,” “propose,” “should,” “target,”
“will,” or “would” or the negative of these words or other similar terms or expressions, or by statements of vision,
strategy or outlook. DraftKings cautions you that the foregoing may not include all of the forward-looking statements made in this press
release.
You should not rely on forward-looking statements
as predictions of future events. DraftKings has based the forward-looking statements contained in this press release primarily on its
current expectations and projections about future events and trends, including the current macroeconomic environment, that it believes
may affect its business, financial condition, results of operations, and prospects. These forward-looking statements are not guarantees
of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside DraftKings’ control and that could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include,
but are not limited to, DraftKings’ ability to manage growth; DraftKings’ ability to execute its business plan and meet its
projections, including growth and execution in the emerging prediction markets category; potential litigation involving DraftKings; changes
in applicable laws or regulations, particularly with respect to gaming and the regulatory status of prediction markets and event contracts;
general economic and market conditions impacting demand for DraftKings’ offerings and services; economic and market conditions in
the media, gaming, and software industries in the markets in which DraftKings operates; market and global conditions and economic factors,
as well as the potential impact of general economic conditions, and the potential impact of new and existing laws, regulations, or policies,
including those relating to tariffs, import/export, or trade restrictions, inflation, rising interest rates and instability in the banking
system, on DraftKings’ liquidity, operations and personnel, changes in the availability and costs of funding due to conditions in
the bank market, capital markets and other factors; the inability to consummate repurchases of the Convertible Notes due to, among other
things, the lack of availability on favorable terms or at all, or adverse changes in interest rates or other market conditions; and the
risks, uncertainties, and other factors described in “Risk Factors” in DraftKings’ filings with the Securities and Exchange
Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov. Additional information will be made
available in other filings that DraftKings makes from time to time with the SEC. The forward-looking statements contained herein are based
on management’s current expectations and beliefs and speak only as of the date hereof, and DraftKings makes no commitment to update
or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances
or changes in expectations, except as required by law.
No Offer or Solicitation
This press release is for informational purposes
only and does not constitute an offer to purchase or a solicitation of an offer to sell any of the Convertible Notes, nor shall there
be any purchase of the Convertible Notes in any jurisdiction in which such offer or solicitation would be unlawful.
Contact:
media@draftkings.com
@DraftKingsNews