DraftKings (DKNG) executive logs RSU vesting and tax-share withholding

Rhea-AI Filing Summary

DraftKings Inc. director and officer Paul Liberman reported an equity award vesting and related tax withholding, not an open‑market trade. On February 9, 2026, 28,309 restricted stock units were converted into the same number of Class A shares, reflecting the exercise of previously granted awards.

To cover withholding taxes, 8,663 Class A shares were delivered back to DraftKings at $27.22 per share, with the remainder increasing Liberman’s direct holdings to 807,720 Class A shares. He also reports indirect ownership through several trusts holding 681,881, 213,597, 200,000 and 100,000 Class A shares, respectively.

The RSUs stem from a grant of 452,940 units awarded on February 9, 2022, scheduled to vest quarterly over four years, aligning compensation with the company’s long‑term performance.

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

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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^*

Liberman Paul

(Last) (First) (Middle)

C/O DRAFTKINGS INC.

222 BERKELEY STREET, FLOOR 5

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		M		28,309	A	(1)	816,383	D
Class A Common Stock	02/09/2026		F		8,663	D	$27.22	807,720	D
Class A Common Stock								681,881	I	Held by the Paul Liberman 2015 Revocable Trust
Class A Common Stock								213,597	I	Held by the Paul Liberman 2020 Irrevocable Trust
Class A Common Stock								200,000	I	Held by the Rachel Nager Liberman Irrevocable Trust - 2022
Class A Common Stock								100,000	I	Held by the Liberman Grantor Retained Annuity Trust of 2025

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)	02/09/2026		M			28,309	(2)	(2)	Class A Common Stock	28,309	$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 28,309 shares of Class A Common Stock underlying the RSUs listed in Table II, and 8,663 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. On February 9, 2022, the Reporting Person was granted 452,940 RSUs vesting quarterly over four (4) years.

Remarks:

President, Operations

	/s/ Faisal Hasan, attorney-in-fact	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transaction did DraftKings (DKNG) report for Paul Liberman?

DraftKings (DKNG) reported that Paul Liberman converted 28,309 restricted stock units into Class A shares and had 8,663 shares withheld to pay taxes. This was an equity award vesting and tax withholding, not an open‑market purchase or sale of DraftKings stock.

Did Paul Liberman sell DraftKings (DKNG) shares in the open market?

No open‑market sale occurred for DraftKings (DKNG). Shares labeled with transaction code “F” were delivered back to the company solely to satisfy tax withholding on vested restricted stock units, as explicitly stated, rather than being sold to public market buyers or through a discretionary sale program.

How many DraftKings (DKNG) shares does Paul Liberman directly own after this filing?

After the reported transactions, Paul Liberman directly owns 807,720 DraftKings (DKNG) Class A common shares. This figure reflects the 28,309 shares issued upon restricted stock unit vesting, net of the 8,663 shares withheld and returned to DraftKings to cover associated tax obligations.

What indirect DraftKings (DKNG) holdings are associated with Paul Liberman?

In addition to direct holdings, Liberman reports indirect ownership of DraftKings (DKNG) shares through several trusts. These include 681,881 shares in a 2015 revocable trust, 213,597 shares in a 2020 irrevocable trust, 200,000 shares in a 2022 irrevocable trust, and 100,000 shares in a grantor retained annuity trust.

What are the terms of Paul Liberman’s DraftKings (DKNG) RSU grant?

Liberman received a DraftKings (DKNG) grant of 452,940 restricted stock units on February 9, 2022. According to the disclosure, these RSUs vest quarterly over four years, and each unit represents a contingent right to receive one share of DraftKings Class A common stock upon vesting.

How were taxes handled on Paul Liberman’s DraftKings (DKNG) RSU vesting?

Taxes on the RSU vesting were satisfied through share withholding. Of 28,309 DraftKings (DKNG) shares issued upon vesting, 8,663 shares were withheld and delivered back to DraftKings to cover withholding taxes, as specifically explained in the footnote to the reported transactions.