SEC Form 4 · accession 0001810190-26-000016
DraftKings Inc. · DKNG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Kalish
Director
Period of report
Sep 2, 2026
Accepted (ET)
Sep 3, 2026 · 4:34 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001883685
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3,F4 | Sep 2, 2026 | J | 864,880 | — | D | 5,634,845 | D | |
| Class A Common Stock | holding | — | — | — | 196,309 | I | Held by Kalish Family 2020 Irrevocable Trusts | |
| Class A Common Stock | holding | — | — | — | 2,938 | I | Held by Matthew P. Kalish 2020 Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward Sale Contract (obligation to sell)F2,F1,F3,F4,F5 | — | Sep 2, 2026 | J | 875,000 | D | Sep 2, 2026 | Sep 2, 2026 | Class A Common Stock | 875,000 | 0 | D |
Explanation of responses
- F1On September 2, 2026, the Reporting Person physically settled at maturity under its existing terms a prepaid variable forward sale contract entered into on September 12, 2023 (the "2023 Contract") with an unaffiliated third-party buyer. The 2023 Contract obligated the Reporting Person to deliver to the buyer up to an aggregate of 875,000 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) following the maturity date of September 2, 2026 (the "Maturity Date").
- F2On the Maturity Date, the Settlement Price (as defined in footnote 3 to this Form 4) was $24.21. Accordingly, the Reporting Person transferred to the buyer 864,880 of the Pledged Shares (as defined in footnote 5 to this Form 4). The remaining 10,120 Pledged Shares were returned to the Reporting Person by the buyer.
- F3The 2023 Contract provided that 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 the Maturity Date would be determined as follows: (a) if the closing price of shares of the Issuer's Class A Common Stock on Maturity Date (the "Settlement Price") was less than $48.55 (the "Cap Level") but greater than $23.93 (the "Floor Level"), the Reporting Person would 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 4 to this Form 4)
- F4(Continued from footnote 3 to this Form 4) (b) if the Settlement Price was equal to or greater than the Cap Level on the Maturity Date, the Reporting Person would 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 was equal to or less than the Floor Level on the Maturity Date, the Reporting Person would deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount.
- F5In exchange for entering into the 2023 Contract and assuming the obligations thereunder, the Reporting Person received a cash payment of $18,718,918 on September 14, 2023, and no additional consideration was paid at settlement. The Reporting Person pledged 875,000 shares of the Issuer's Class A Common Stock (the "Pledged Shares") to secure the Reporting Person's obligations under the 2023 Contract, and retained voting rights in the 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.