DraftKings (DKNG) CLO receives large RSU grants and tax share withholding

Rhea-AI Filing Summary

DraftKings Inc. Chief Legal Officer Dodge R. Stanton reported equity-based compensation activity. On February 17, 2026, he was granted 198,317 restricted stock units (RSUs) vesting quarterly over four years and 17,707 RSUs vesting monthly over one year, each RSU representing one Class A share. On February 13, 2026, 25,732 RSUs vested under the 2020 Incentive Award Plan after performance goals were achieved; 11,258 Class A shares were withheld by DraftKings to cover taxes, with the remainder delivered to Stanton. Following these transactions, he directly owned 522,889 shares of 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)
02/13/2026

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	02/13/2026		A		25,732	A	(1)(2)	534,147	D
Class A Common Stock	02/13/2026		F		11,258	D	$21.76	522,889	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)	02/17/2026		A		198,317		(3)	(3)	Class A Common Stock	198,317	$0	198,317	D
Restricted Stock Units	(1)	02/17/2026		A		17,707		(4)	(4)	Class A Common Stock	17,707	$0	17,707	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. Represents the vesting of the RSUs granted pursuant to the Issuer's 2020 Incentive Award Plan, which vested upon the achievement of certain performance goals. 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 25,732 shares of Class A Common Stock underlying the RSUs listed in Table I, and 11,258 shares of Class A Common Stock withheld by the Issuer.

3. On February 17, 2026, the Reporting Person was granted 198,317 RSUs vesting quarterly over four (4) years from March 1, 2026.

4. 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	02/18/2026
	** 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).
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FAQ

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

DraftKings reported that Chief Legal Officer Dodge R. Stanton received new restricted stock unit grants and had prior RSUs vest, with some Class A shares withheld by the company to cover tax obligations tied to the vesting event.

How many RSUs were granted to DraftKings CLO Dodge R. Stanton?

Dodge R. Stanton was granted 198,317 restricted stock units vesting quarterly over four years and 17,707 restricted stock units vesting monthly over one year, each representing one share of DraftKings Class A Common Stock upon settlement, subject to the stated vesting schedules.

What RSU vesting event occurred for DraftKings (DKNG) on February 13, 2026?

On February 13, 2026, 25,732 RSUs granted under DraftKings’ 2020 Incentive Award Plan vested after achieving performance goals. No shares were sold, but 11,258 Class A shares were withheld by the company to satisfy Stanton’s tax withholding obligations.

Did Dodge R. Stanton sell any DraftKings (DKNG) shares in this Form 4 filing?

The filing shows no open-market sales. Instead, 11,258 DraftKings Class A shares were disposed of through a tax-withholding transaction, where the issuer retained shares to cover taxes due on the vesting of previously granted restricted stock units.

How many DraftKings (DKNG) shares does Dodge R. Stanton own after these transactions?

After the reported Form 4 transactions, Dodge R. Stanton beneficially owned 522,889 shares of DraftKings Class A Common Stock directly, reflecting both the RSU vesting event and the shares withheld by the issuer for associated tax withholding obligations.