DraftKings (DKNG) chief legal officer logs RSU vesting and tax withholding in Form 4 filing

Rhea-AI Filing Summary

DraftKings Inc. insider Dodge R. Stanton, the Chief Legal Officer, reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. On February 1, 2026, 808 RSUs converted into 808 shares of DraftKings Class A common stock at an exercise price of $0, increasing his directly held stock to 500,808 shares before tax withholding.

To cover withholding taxes due at vesting, 354 shares of Class A common stock were withheld by DraftKings at $27.51 per share, leaving Stanton with 500,454 shares owned directly after the transactions. Footnotes explain that no shares were transferred or sold in the market apart from those withheld by the issuer for taxes, and that each RSU represents a contingent right to receive one share of Class A common stock. The filing also notes Stanton had previously been granted 9,692 RSUs on February 10, 2025, vesting monthly over one year from March 1, 2025.

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^*

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)
02/01/2026

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	02/01/2026		M		808	A	(1)	500,808	D
Class A Common Stock	02/01/2026		F		354	D	$27.51	500,454	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)	02/01/2026		M			808	(2)	(2)	Class A Common Stock	808	$0	806	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 808 shares of Class A Common Stock underlying the RSUs listed in Table II, and 354 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 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	02/03/2026
	** 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 transaction did DraftKings (DKNG) Chief Legal Officer report?

DraftKings Chief Legal Officer Dodge R. Stanton reported vesting of 808 restricted stock units into Class A common shares. The company withheld 354 of those shares to cover taxes, and Stanton retained directly owned shares after these routine equity compensation transactions.

How many DraftKings (DKNG) shares does Dodge R. Stanton own after this Form 4?

After the reported transactions, Dodge R. Stanton directly owns 500,454 shares of DraftKings Class A common stock. This reflects 808 RSUs vesting into shares, followed by 354 shares withheld by DraftKings to satisfy tax obligations tied to that vesting event.

Were Dodge R. Stanton’s DraftKings (DKNG) shares sold in the open market?

The filing states no shares were transferred or sold in the market upon RSU vesting. Only 354 shares were withheld by DraftKings itself to satisfy withholding taxes, a common administrative step for equity awards, rather than a discretionary open market sale.

What are the terms of Dodge R. Stanton’s RSU grant at DraftKings (DKNG)?

On February 10, 2025, Dodge R. Stanton received a grant of 9,692 restricted stock units from DraftKings. These RSUs vest monthly over one year starting March 1, 2025, with each RSU representing a contingent right to one share of Class A common stock.

What prices are associated with Dodge R. Stanton’s DraftKings (DKNG) Form 4 transactions?

The RSUs converted into shares at an exercise price of $0 per share, typical for restricted stock units. To satisfy tax withholding, 354 Class A shares were withheld by DraftKings at a price of $27.51 per share, as disclosed in the non-derivative transaction table.

How do the RSUs affect Dodge R. Stanton’s DraftKings (DKNG) shareholdings?

The vesting of 808 RSUs increased Dodge R. Stanton’s Class A shareholdings, before accounting for tax withholding. After DraftKings withheld 354 shares for taxes, he ended with 500,454 shares owned directly, reflecting net growth from ongoing RSU vesting over time.