DraftKings (NASDAQ: DKNG) CLO nets Class A shares from RSU vesting

Rhea-AI Filing Summary

DraftKings Inc. chief legal officer Dodge R. Stanton reported multiple restricted stock unit (RSU) vestings that converted into Class A common stock on March 1, 2026. RSUs covering 11,029, 4,825, 4,998 and 806 shares were exercised at a price of $0.0000 per share into Class A stock.

To cover withholding taxes on these vestings, the issuer retained 4,826, 2,111, 2,187 and 353 Class A shares at $23.84 per share, as described in the footnotes. After these exercises and tax-withholding dispositions, Stanton directly held 535,070 shares of DraftKings Class A common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dodge R Stanton

(Last) (First) (Middle)

C/O DRAFTKINGS INC.

222 BERKELEY STREET, 5TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DraftKings Inc. [ DKNG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/01/2026		M		11,029	A	(1)	533,918	D
Class A Common Stock	03/01/2026		F		4,826	D	$23.84	529,092	D
Class A Common Stock	03/01/2026		M		4,825	A	(2)	533,917	D
Class A Common Stock	03/01/2026		F		2,111	D	$23.84	531,806	D
Class A Common Stock	03/01/2026		M		4,998	A	(3)	536,804	D
Class A Common Stock	03/01/2026		F		2,187	D	$23.84	534,617	D
Class A Common Stock	03/01/2026		M		806	A	(4)	535,423	D
Class A Common Stock	03/01/2026		F		353	D	$23.84	535,070	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/01/2026		M			11,029	(5)	(5)	Class A Common Stock	11,029	$0	44,118	D
Restricted Stock Units	(2)	03/01/2026		M			4,825	(6)	(6)	Class A Common Stock	4,825	$0	38,598	D
Restricted Stock Units	(3)	03/01/2026		M			4,998	(7)	(7)	Class A Common Stock	4,998	$0	59,971	D
Restricted Stock Units	(4)	03/01/2026		M			806	(8)	(8)	Class A Common Stock	806	$0	0	D

Explanation of Responses:

1. No shares of Class A Common Stock were transferred or sold upon the vesting of the restricted stock units ("RSUs") other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 11,029 shares of Class A Common Stock underlying the RSUs listed in Table II, and 4,826 shares of Class A Common Stock withheld by the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. No shares of Class A Common Stock were transferred or sold upon the vesting of the RSUs other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 4,825 shares of Class A Common Stock underlying the RSUs listed in Table II, and 2,111 shares of Class A Common Stock withheld by the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

3. No shares of Class A Common Stock were transferred or sold upon the vesting of the RSUs other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 4,998 shares of Class A Common Stock underlying the RSUs listed in Table II, and 2,187 shares of Class A Common Stock withheld by the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

4. No shares of Class A Common Stock were transferred or sold upon the vesting of the RSUs other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 806 shares of Class A Common Stock underlying the RSUs listed in Table II, and 353 shares of Class A Common Stock withheld by the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

5. On February 13, 2023, the Reporting Person was granted 190,588 RSUs vesting quarterly over four (4) years from March 1, 2023. On April 28, 2023, the vesting terms of 14,119 of such RSUs were amended to provide for vesting in equal monthly installments over one (1) year from April 23, 2023. Accordingly, such 14,119 RSUs are no longer included in the Reporting Person's holdings with respect to the February 13, 2023 grant of 190,588 RSUs.

6. On February 12, 2024, the Reporting Person was granted 77,196 RSUs vesting quarterly over four (4) years from March 1, 2024.

7. On February 10, 2025, the Reporting Person was granted 79,961 RSUs vesting quarterly over four (4) years from March 1, 2025.

8. On February 10, 2025, the Reporting Person was granted 9,692 RSUs vesting monthly over one (1) year from March 1, 2025.

Remarks:

	/s/ Faisal Hasan, attorney-in-fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did DraftKings (DKNG) disclose for Dodge R. Stanton?

DraftKings disclosed that chief legal officer Dodge R. Stanton had several RSU awards vest into Class A common stock on March 1, 2026. Corresponding shares were withheld by the company at $23.84 per share solely to satisfy tax obligations tied to these vestings.

Did the DraftKings (DKNG) chief legal officer sell shares in the open market?

The transactions do not reflect open-market sales. Shares labeled with code “F” were retained by DraftKings to satisfy withholding taxes on RSU vesting. Footnotes state no Class A shares were transferred or sold other than to the issuer for these tax payments.

How many DraftKings (DKNG) RSUs vested for Dodge R. Stanton on March 1, 2026?

Four RSU blocks vested for Dodge R. Stanton, covering 11,029, 4,825, 4,998 and 806 shares. Each RSU represents a contingent right to receive one share of DraftKings Class A common stock upon vesting, according to the filing footnotes.

What tax-withholding share amounts were reported in the DraftKings (DKNG) Form 4?

DraftKings reported withholding 4,826, 2,111, 2,187 and 353 Class A shares at $23.84 per share. These shares were used to pay exercise price or tax liabilities related to RSU vesting, rather than reflecting discretionary sales into the market.

What is Dodge R. Stanton’s DraftKings (DKNG) Class A shareholding after these transactions?

Following the RSU conversions and tax-withholding dispositions, Dodge R. Stanton directly held 535,070 shares of DraftKings Class A common stock. This total is reported in the non-derivative transaction table as “shares owned following transaction” for his direct ownership.

What RSU grant schedules does DraftKings (DKNG) disclose for Dodge R. Stanton?

DraftKings discloses several RSU grants: 190,588 RSUs from February 13, 2023, 77,196 RSUs from February 12, 2024, and 79,961 plus 9,692 RSUs from February 10, 2025. These vest over quarterly or monthly schedules beginning in March 2023, 2024, and 2025.