DraftKings (DKNG) CFO receives 318,725 RSUs as tax-withheld shares offset vesting

Rhea-AI Filing Summary

DraftKings Inc. Chief Financial Officer Alan Wayne Ellingson reported equity compensation and related tax withholding transactions. On February 17, 2026, he was granted 318,725 restricted stock units, each representing a contingent right to receive one share of Class A common stock, vesting quarterly over four years from March 1, 2026.

On February 13, 2026, 24,965 shares of Class A common stock were delivered upon vesting of performance-based RSUs under the 2020 Incentive Award Plan. In connection with this vesting, 7,338 shares were withheld at a price of $21.76 per share to satisfy tax obligations, leaving 152,487 shares of Class A common stock directly owned afterward.

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^*

Ellingson Alan Wayne

(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 Financial 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		24,965	A	(1)(2)	159,825	D
Class A Common Stock	02/13/2026		F		7,338	D	$21.76	152,487	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		318,725		(3)	(3)	Class A Common Stock	318,725	$0	318,725	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 24,965 shares of Class A Common Stock underlying the RSUs listed in Table I, and 7,338 shares of Class A Common Stock withheld by the Issuer.

3. On February 17, 2026, the Reporting Person was granted 318,725 RSUs vesting quarterly over four (4) years 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).
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FAQ

What equity awards did DraftKings (DKNG) CFO Alan Ellingson receive?

Alan Ellingson received a grant of 318,725 restricted stock units. Each RSU represents a contingent right to one share of DraftKings Class A common stock, vesting quarterly over four years starting March 1, 2026, as part of his equity compensation.

How many DraftKings (DKNG) shares vested for the CFO in this Form 4?

A total of 24,965 shares of DraftKings Class A common stock vested for Alan Ellingson. These shares resulted from performance-based RSUs under the 2020 Incentive Award Plan once certain performance goals were achieved and the units converted into shares.

Why were some DraftKings (DKNG) shares withheld in Alan Ellingson’s Form 4?

7,338 DraftKings Class A shares were withheld to cover tax obligations. These shares were retained by the company at a price of $21.76 per share in connection with the RSU vesting, instead of Ellingson receiving all vested shares in his account.

What is the vesting schedule for Alan Ellingson’s new DraftKings RSUs?

The 318,725 restricted stock units granted to Alan Ellingson vest quarterly over four years. The vesting period begins on March 1, 2026, meaning portions of the award will settle into Class A shares every quarter during that four-year timeframe.

Did DraftKings (DKNG) CFO sell any shares in the reported transactions?

The Form 4 shows a tax-withholding disposition of 7,338 shares at $21.76 per share. These shares were withheld by DraftKings to satisfy tax liabilities related to RSU vesting, rather than representing an open-market sale initiated by the CFO.

How many DraftKings (DKNG) Class A shares does the CFO hold after these transactions?

After the reported transactions, Alan Ellingson directly holds 152,487 shares of DraftKings Class A common stock. This reflects the net shares remaining following RSU vesting and the 7,338 shares withheld by the company to satisfy associated tax obligations.