DraftKings (NASDAQ: DKNG) legal chief logs RSU vesting and tax share withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

DraftKings Inc. Chief Legal Officer Dodge R. Stanton reported routine equity compensation activity involving restricted stock units. On May 1, 2026, 1,475 RSUs were exercised into an equal number of Class A Common Stock shares, reflecting a derivative exercise rather than an open-market purchase.

To cover withholding taxes, 646 Class A shares were delivered back to DraftKings at $23.00 per share, a tax-withholding disposition that does not represent an open-market sale. A separate footnote notes that on February 17, 2026, Stanton was granted 17,707 RSUs vesting monthly over one year from March 1, 2026.

Insider Trade Summary

1,475 shares exercised/converted

Mixed 3 txns

Insider Dodge R Stanton

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,475	$0.00	--
Exercise	Class A Common Stock	1,475	$0.00	--
Tax Withholding	Class A Common Stock	646	$23.00	$15K

Holdings After Transaction: Restricted Stock Units — 14,756 shares (Direct, null); Class A Common Stock — 537,375 shares (Direct, null)

Footnotes (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 1,475 shares of Class A Common Stock underlying the RSUs listed in Table II, and 646 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. On February 17, 2026, the Reporting Person was granted 17,707 RSUs vesting monthly over (1) year from March 1, 2026.

Key Figures

RSUs exercised: 1,475 units Tax-withholding shares: 646 shares Withholding price: $23.00 per share +1 more

4 metrics

RSUs exercised 1,475 units Converted into 1,475 shares of Class A Common Stock on May 1, 2026

Tax-withholding shares 646 shares Class A shares delivered to DraftKings to satisfy withholding taxes

Withholding price $23.00 per share Price used for tax-withholding disposition of 646 Class A shares

New RSU grant 17,707 RSUs Granted February 17, 2026, vesting monthly over one year from March 1, 2026

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative security, contingent right

4 terms

Restricted Stock Units financial

"No shares of Class A Common Stock were transferred or sold upon the vesting of the restricted stock units ("RSUs")"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"other than to the Issuer to satisfy withholding taxes"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

contingent right financial

"Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock."

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 06:42 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

MASSACHUSETTS

02116

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/01/2026		M		1,475	A	⁽¹⁾	537,375	D
Class A Common Stock	05/01/2026		F		646	D	$23	536,729	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/01/2026		M			1,475	⁽²⁾	⁽²⁾	Class A Common Stock	1,475	$0	14,756	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 1,475 shares of Class A Common Stock underlying the RSUs listed in Table II, and 646 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 17, 2026, the Reporting Person was granted 17,707 RSUs vesting monthly over (1) year from March 1, 2026.

Remarks:

	/s/ Faisal Hasan, attorney-in-fact	05/05/2026
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did DraftKings (DKNG) Chief Legal Officer Dodge Stanton report on this Form 4?

Dodge Stanton reported routine equity compensation activity. 1,475 restricted stock units were exercised into Class A Common Stock, and some of the resulting shares were withheld by DraftKings to satisfy tax obligations, rather than being sold in the open market.

How many DraftKings (DKNG) RSUs did Dodge Stanton have vest and convert to shares?

1,475 restricted stock units vested and were exercised, converting into 1,475 shares of DraftKings Class A Common Stock. Each RSU represents a contingent right to receive one share, so the number of RSUs and resulting shares is the same in this transaction.

Why were 646 DraftKings (DKNG) shares disposed of in Dodge Stanton’s Form 4?

646 Class A Common Stock shares were delivered back to DraftKings solely to satisfy withholding tax obligations. This tax-withholding disposition at $23.00 per share is a mechanical step tied to vesting, not an open-market sale reflecting an independent trading decision.

Did Dodge Stanton receive any new DraftKings (DKNG) RSU grant mentioned in this filing?

Yes. The filing notes a grant of 17,707 restricted stock units to Dodge Stanton on February 17, 2026. These RSUs are scheduled to vest monthly over one year starting March 1, 2026, providing ongoing equity-based compensation tied to his service.

Does this DraftKings (DKNG) Form 4 show open-market buying or selling by Dodge Stanton?

No open-market buys or sells are shown. The activity consists of RSUs vesting into shares and a related tax-withholding disposition where shares were delivered to DraftKings. Such transactions are compensation-related mechanics rather than discretionary market trades.