SEC Form 4 filed by Officer Robins Jason
$DKNG
Services-Misc. Amusement & Recreation
Consumer Discretionary
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DraftKings Inc. [ DKNG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/04/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Forward Sale Contract (obligation to sell) | (1)(2)(3)(4) | 03/04/2026 | J/K(1)(2)(3)(4) | 1,293,782 | (1)(2)(3)(4) | (1)(2)(3)(4) | Class A Common Stock | 1,293,782 | (1)(2)(3)(4) | 0 | D | ||||
| Forward Sale Contract (obligation to sell) | (5)(6)(7)(8) | 03/04/2026 | J/K(5)(6)(7)(8) | 2,131,004 | (5)(6)(7)(8) | (5)(6)(7)(8) | Class A Common Stock | 2,131,004 | (5)(6)(7)(8) | 2,131,004 | D | ||||
| Explanation of Responses: |
| 1. On March 4, 2026, the Reporting Person terminated a prepaid variable forward sale contract entered into on March 14, 2023 (the "2023 Contract") with an unaffiliated third party buyer, for a settlement price of $16,431,031 payable in cash by the Reporting Person, based on the closing price of the Issuer's Class A Common Stock on the Nasdaq Stock Market on March 4, 2026. The funds for such termination were obtained by the Reporting Person by entering into a new prepaid variable forward sale contract (see footnotes 5, 6, 7 and 8 below). The 2023 Contract obligated the Reporting Person to deliver to the buyer up to an aggregate of 1,293,782 shares of the Issuer's Class A Common Stock (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of the Issuer's Class A Common Stock) following the maturity dates of March 4, 2026 and March 5, 2026. |
| 2. In exchange for entering into the 2023 Contract and assuming the obligations thereunder, the Reporting Person received a cash payment of $13,789,745 on March 16, 2023. The Reporting Person pledged 1,293,782 shares of the Issuer's Class A Common Stock (the "2023 Pledged Shares") to secure his obligations under the 2023 Contract, and retained voting rights in the 2023 Pledged Shares during the term of the pledge, but was obligated to pay to the buyer the economic benefits of dividends during the term of the pledge. |
| 3. The 2023 Contract was divided into two tranches, each tranche comprising 646,891 shares (the "2023 Base Amount") of the Issuer's Class A Common Stock. The number of shares of the Issuer's Class A Common Stock to be delivered to the buyer on the second business day immediately following each maturity date was determined as follows: (a) if the closing price of shares of the Issuer's Class A Common Stock on a maturity date (the "2023 Settlement Price") is less than $31.74 (the "2023 Cap Level") but greater than $12.70 (the "2023 Floor Level"), the Reporting Person would deliver a number of shares of the Issuer's Class A Common Stock equal to the 2023 Base Amount multiplied by a ratio equal to the 2023 Floor Level divided by the 2023 Settlement Price; (continued on footnote 4 to this Form 4) |
| 4. (Continued from footnote 3 to this Form 4) (b) if the 2023 Settlement Price is equal to or greater than the 2023 Cap Level on a maturity date, the Reporting Person would deliver a number of shares of the Issuer's Class A Common Stock equal to the 2023 Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the 2023 Floor Level and (B) the excess, if any, of the 2023 Settlement Price over the 2023 Cap Level, and a denominator equal to the 2023 Settlement Price; and (c) if the 2023 Settlement Price is equal to or less than the 2023 Floor Level on a maturity date, the Reporting Person would deliver a number of shares of the Issuer's Class A Common Stock equal to the 2023 Base Amount. |
| 5. In a separate transaction on March 4, 2026, the Reporting Person entered into another prepaid variable forward sale contract with an unaffiliated third party buyer based on the closing price of the Issuer's Class A Common Stock on the Nasdaq Stock Market on March 4, 2026. The new contract obligates the Reporting Person to deliver to the buyer up to an aggregate 2,131,004 shares (the "Base Amount") of the Issuer's Class A Common Stock (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of the Issuer's Class A Common Stock) on a settlement date of March 6, 2029 (the "Maturity Date"); (continued on footnote 6 to this Form 4) |
| 6. (Continued from footnote 5 to this Form 4) In exchange for assuming this obligation, the Reporting Person will receive a cash payment of $39,857,798 on March 5, 2026. The Reporting Person pledged 2,131,004 shares of the Issuer's Class A Common Stock (the "Pledged Shares") to secure his obligations under the contract, and retains voting rights in the Pledged Shares during the term of the pledge, but is obligated to pay to the buyer the economic benefits of dividends during the term of the pledge. |
| 7. The number of shares of the Issuer's Class A Common Stock to be delivered by the Reporting Person to the buyer on the Maturity Date is to be generally determined as follows: (a) if the closing price of shares of the Issuer's Class A Common Stock on the Maturity Date (the "Settlement Price") is less than $39.98 ("Cap Level") but greater than $20.34 ("Floor Level"), the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount multiplied by a ratio equal to the Floor Level divided by the Settlement Price; (continued on footnote 8 to this Form 4) |
| 8. (Continued from footnote 7 to this Form 4) (b) if the Settlement Price is equal to or greater than the Cap Level on the Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Level and (B) the excess, if any, of the Settlement Price over the Cap Level, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Level on the Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount. |
| Remarks: |
| Chief Executive Officer and Chairman of the Board. In addition, Jason Robins is the sole holder of 393,013,951 shares of Class B Common Stock of the Issuer, which are not registered securities. |
| /s/ Faisal Hasan, attorney-in-fact | 03/04/2026 | |
| ** 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. | ||