DEF 14A of DraftKings Inc., Mar 26, 2026

DEF 14A of DraftKings Inc.

Filed Mar 26, 2026 · FY20250001104659-26-035176

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our shareholders will elect a board of eleven directors at the Annual Meeting. Each of the directors is expected to hold office until the next annual meeting of our shareholders, or until his or her respective successor shall be duly elected and qualified. The affirmative vote of a plurality of the voting power represented at the Annual Meeting and entitled to vote on directors is necessary to elect a director. This means that the eleven nominees who receive the most votes will be elected to the eleven open directorships, even if they get less than a majority of the votes cast. Each nominee has consented to his or her nomination and has advised us that he or she intends to serve if elected. If at the time of the Annual Meeting one or more of the nominees have become unable to serve: (i) shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees; or (ii) the Board of Directors may, in accordance with our Bylaws, reduce the size of the Board of Directors or may leave a vacancy until a nominee is identified. The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes, or skills for each nominee.

  2. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    | Name | Position | Age | | Jason D. Robins | Chief Executive Officer and Chairman of the Board | 45 | | Harry E. Sloan | Vice Chairman of the Board | 76 | | Paul Liberman | President, Operations and Director | 42 | | Matthew Kalish | President, DraftKings North America and Director | 44 | | Woodrow H. Levin | Director | 47 | | Jocelyn Moore | Director | 49 | | Ryan R. Moore | Director | 52 | | Valerie Mosley | Director | 66 | | Steven J. Murray | Director | 57 | | Marni M. Walden | Director | 59 | | Gregory W. Wendt | Director | 64 |

  3. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    Jason D. Robins is our Chief Executive Officer and Chairman of the Board. Mr. Robins co-founded the Company in December 2011 and served as its Chief Executive Officer from its inception, and has served as our Chief Executive Officer and Chairman of the Board since April 2020. Mr. Robins oversees the Company’s strategy and operations, while also driving financings and strategic initiatives. He has built a reputation for expanding DraftKings’ reach across numerous platforms through wide-ranging, forward-thinking strategic relationships. Mr. Robins has led efforts at DraftKings to work with policy makers and regulators to pass fantasy sports, sports betting and online casino legislation. Mr. Robins also serves on the board of directors of Extend, Inc. (“Extend”), which is currently engaged in the business of providing extended warranty service contracts for consumer products. Mr. Robins also served on the board of directors of FirstMark Horizon Acquisition Corp., which was a special-purpose acquisition company (“SPAC”) formed for the purpose of effecting a merger or similar business combination with one or more businesses primarily within technology industries located in the United States, from September 2020 until the completion of its initial business combination with Starry, Inc. in March 2022. Mr. Robins was also a director of Horizon Acquisition Corporation II, which was a SPAC formed for the purpose of effecting a merger or similar business combination with one or more businesses primarily within technology industries located in the United States, from October 2020 until April 2023. Mr. Robins attended Duke University, where he received his B.S. in Economics and Computer Science and a minor in math. We believe Mr. Robins is qualified to serve on our Board due, among other things, to the perspective and experience he brings as our Chief Executive Officer and as a co-founder. Harry E. Sloan has served on our Board since April 2020 and serves as Vice Chairman of DraftKings. He is a founder, public company CEO and an investor in the media, entertainment and technology industries. He is a former chairman and CEO of MGM Studios, Inc. Over the past decade, Mr. Sloan and his partner, former CBS President, Jeff Sagansky, have raised aggregate gross proceeds of over $5 billion in public market SPACs to invest in emerging businesses with innovative thinking and business models. As chairman and CEO of Eagle Equity Partners’ SPACs, Mr. Sloan has taken public eight companies, including DraftKings in 2020 and Ginkgo Bioworks, a record deal valued at $17.5 billion, in 2021. Mr. Sloan is also a director of Ginkgo Bioworks. In January 2022, Mr. Sloan and his partners launched Screaming Eagle Acquisition Corp. (where Mr. Sloan served as Chairman until May 2024) with $750 million in proceeds. In May 2024, Screaming Eagle concluded its $4.6 billion business combination with the studio business of Lions Gate Entertainment Corp., creating Lionsgate Studios Corp. (NASDAQ: LION), one of the world’s largest standalone pure play, publicly-traded content companies. In October 2024, Mr. Sloan and his partners launched Bold Eagle Acquisition Corp. (where he serves as Co-Chairman) with $250 million in proceeds. Mr. Sloan was chairman and CEO of MGM Studios from 2005-2010. Earlier, he founded and led two public companies in the media arena: New World Entertainment in Los Angeles and SBS Broadcasting, S.A., one of Europe’s largest broadcasters. Mr. Sloan is also a member of the board of directors of Lionsgate Studios Corp., Starz Entertainment Corp., Infinite Eagle Acquisition Corp. and Bold Eagle Acquisition Corp. Mr. Sloan was previously a member of the board of directors of Soaring Eagle Acquisition Corp. (until 2021), Global Eagle Entertainment (until 2021) and Skillz Inc. (until 2022). Mr. Sloan is an associate professor at the UCLA Anderson School of Management, where he currently teaches Entertainment Business Models for MBA students and serves on the board of visitors of UCLA Anderson and the board of the UCLA School of Theatre, Film and Television (TFT). In 1987, Mr. Sloan was appointed to the President’s Advisory Council on Trade and Policy Negotiations (ACTPN). Mr. Sloan now works with Cindy McCain as a trustee of The McCain Institute and has since its founding. Mr. Sloan also serves as a board member for the Pacific Council on International Policy, an independent organization committed to building the capacity of Los Angeles and California for impact on global issues, discourse and policy. In 2023, he was appointed to serve on the United States Holocaust Memorial Museum Council. Mr. Sloan received his J.D. from Loyola Law School and his B.A. from the University of California, Los Angeles. We believe Mr. Sloan is qualified to serve on our Board due, among other things, to his extensive experience as an international media investor, entrepreneur and studio executive and his ability to identify key investment opportunities with significant returns for his partners. Paul Liberman is our President, Operations, and a director. Mr. Liberman co-founded the Company in December 2011 and served as our President, Global Technology and Product from December 2019 to November 2025. Prior to that, Mr. Liberman served as our Chief Operations Officer (“COO”) from 2015 to December 2019. In November 2025, Mr. Liberman was appointed President, Operations. Mr. Liberman has served on our Board since April 2020. He oversees our product development while leading efforts in maintaining the Company’s current product offerings. He acted as the Chief Technology Officer of DK Crown Holdings Inc. (formerly DraftKings Inc.) (“DK DE”) from 2011 to 2013 and subsequently acted as its Chief Marketing Officer before becoming COO. Mr. Liberman’s data-driven mindset has been instrumental in growing DraftKings from a small Boston start-up to a digital sports and entertainment enterprise. Under his leadership, Mr. Liberman’s team has developed award-winning, stand-alone apps and product offerings including DraftKings’ DK Live and Leagues, DraftKings Fantasy app and, most recently, the DraftKings Sportsbook and Casino platforms. Mr. Liberman attended Worcester Polytechnic Institute where he received a B.S. in Electrical Engineering and minor in Computer Science. We believe Mr. Liberman is qualified to serve on our Board due, among other things, to the perspective and experience he brings as our President, Operations and as a co-founder. Matthew Kalish is our President, DraftKings North America, and a director. Mr. Kalish co-founded the Company in December of 2011 and served as its Chief Revenue Officer from 2014 until December 2019. In December 2019, Mr. Kalish was appointed President, DraftKings North America. Mr. Kalish has served on our Board since April 2020. On November 6, 2025, Mr. Kalish and the Company mutually agreed that Mr. Kalish will transition out of his role as President, DraftKings North America, effective as of March 31, 2026 (the “Transition Date”). In connection with Mr. Kalish’s transition, the Company entered into a Transition Agreement with Mr. Kalish, pursuant to which Mr. Kalish will step down from all other roles as an officer or employee of the Company and any of its subsidiaries, effective as of the Transition Date. Mr. Kalish will remain a director on the Board of Directors of the Company after the Transition Date. Mr. Kalish focuses on developing and managing high-performing offerings and promotions that users love, and bringing those offerings to market in order to drive user base growth and loyalty. The innovation under Mr. Kalish’s guidance has helped DraftKings grow its customer base significantly. Under Mr. Kalish’s

  4. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    oversight, DraftKings has grown to offer a broad variety of sports and game variants in Fantasy, as well as highly competitive Sportsbook and Casino offerings, which have resulted in DraftKings achieving a leadership position in the rapidly expanding U.S. real-money gaming landscape. Mr. Kalish’s passion for sports, analytics and game design has been instrumental in growing DraftKings from a small Boston start-up to a digital sports and entertainment enterprise. Mr. Kalish received his M.B.A. from Boston College and his B.A. in Computer Science and Economics from Columbia University. We believe Mr. Kalish is qualified to serve on our Board due, among other things, to the perspective and experience he brings as a co-founder. Woodrow H. Levin has served on our Board since April 2020. Mr. Levin is the founder and Chief Executive Officer of Extend, which is an AI-driven solution for merchants to enable automated post-purchase solutions including extended warranties and protection plans, fraud mitigation, returns and exchanges, shipping protection, and other automation services. Mr. Levin is also the founder of 3.0 Capital GP, LLC, which is a multi-strategy crypto asset hedge fund and previously served as its Chief Executive Officer. Prior to founding Extend in November 2018 and 3.0 Capital GP, LLC in December 2017, Mr. Levin served as Vice President of Growth at DocuSign, Inc., which allows organizations to digitally prepare, sign, act on, and manage agreements. In addition, Mr. Levin served as the founder and Chief Executive Officer of Estate Assist, Inc., from February 2014 to September 2015 (at which time it was acquired), which offers digital estate planning assistance, and BringIt, Inc., from June 2009 to September 2012 (at which time it was acquired), which provides a virtual currency casino and arcade. Mr. Levin served as Director of the Emerging Business-Office of the CTO at International Game Technology, Inc., which manufactures and distributes slot machines and other gaming technology. Mr. Levin currently serves as a member of the board of directors of Extend (since November 2018). Mr. Levin also served on the board of directors of 10X Capital Venture Acquisition Corp. III (NYSE: VCXB), a blank check company that did not find an acquisition target for its initial business combination and redeemed the units issued in its January 2022 initial public offering, until 2024. He also served on the board of directors of 10X Capital Venture Acquisition Corp. II (NYSE: VCXA) until 2023. In November 2022, 10X Capital Venture Acquisition Corp. II redomesticated from the Cayman Islands to Delaware, changing its name to African Agriculture Holdings Inc. (NASDAQ: AAGR), and in December 2023 completed a business combination with African Agriculture Inc., a company which maintains a commercial farming business based in northern Senegal focused on the production and sale of alfalfa for cattle feed and nutrition purposes. He also served on the board of directors of Ventoux CCM Acquisition Corp. (NASDAQ: VTAQ) until 2022. In September 2022, Ventoux CCM Acquisition Corp. completed a business combination with Presto Automation Inc. (NASDAQ: PRST), a company which provides enterprise-grade AI and automation solutions to the restaurant enterprise and technology industry. He received his J.D. from Chicago-Kent College of Law, Illinois Institute of Technology, and his B.A. from the University of Wisconsin. We believe Mr. Levin is qualified to serve on our Board due, among other things, to his extensive experience and knowledge as an executive for technology companies. Jocelyn Moore has served on our Board since September 2020. Ms. Moore currently serves as Principal of Jocelyn Moore Consulting, LLC, a boutique corporate affairs advisory firm. She serves on the board of directors of OppFi Inc., a publicly traded financial technology company (NYSE: OPFI) and the board of directors of Pallas Advisors, a strategic advisory firm specializing in national security, defense, and innovation. In October 2021, Ms. Moore was appointed to serve on the board of directors of the First Responder Network (FirstNet) Authority, a unique public-private partnership created after September 11th to provide a high-speed, nationwide, wireless broadband network for public safety. As Principal of Jocelyn Moore Consulting, LLC since May 2020, Ms. Moore has advised CEOs, executive teams, and boards of directors on strategic communications, crisis and risk management, regulatory affairs, corporate social responsibility, operations, organizational change, and diversity, equity, inclusion, and belonging. Ms. Moore also served on the board of directors and audit committee of Games & Esports Experience Acquisition Corp., a SPAC formed for the purpose of effecting a merger or similar business combination with one or more businesses primarily in the interactive media industry and operating within or adjacent to competitive gaming and esports, from June 2022 until approximately April 2023. From January 2022 until June 2023, Ms. Moore was Senior Managing Director, Corporate Affairs, and a member of the executive committee at Pretium. From June 2018 until April 2020, Ms. Moore was Executive Vice President of Communications and Public Affairs at the National Football League (“NFL”). As the NFL’s Global Chief Communications Officer, she was a member of the executive leadership team and responsible for managing the league’s corporate affairs. From July 2016 to June 2018, Ms. Moore was Senior Vice President of Public Policy and Government Affairs at the NFL. As Head of the NFL’s Washington, D.C. office, she led the league’s public policy agenda and managed the league’s political action committee. She serves as a director on several nonprofit boards: the West Virginia University Health System board of directors, where she is a member of the Quality & Patient Safety Committee; and the DC Rape Crisis Center board of directors, where she is a member of the fundraising committee. Ms. Moore holds a B.A. in English and an M.Ed. in Student Personnel in Higher Education, both from the University of Florida. We believe Ms. Moore is qualified to serve on our Board due, among other things, to her experience and background in managing large-scale corporations, including experience in the front office of the NFL, as well as her service as a member of the board of directors of numerous entities. Ryan R. Moore has served on our Board since April 2020. Mr. Moore founded Revenant and co-founded Accomplice Management, LLC (“Accomplice”), a venture capital firm, in January 2015 and served as a General Partner there until December 2023. Mr. Moore is also a founding investor in several technology companies. Mr. Moore began his career at SoftBank Capital Partners LP (“Softbank”), a venture capital firm. Later, he was a General Partner of GrandBanks Capital, which invested primarily in early-stage technology companies. He joined Atlas Advisors, Inc., the predecessor to Accomplice, which focuses its investments on early-stage companies, where he was a Partner from August 2011 to December 2014. Mr. Moore received his A.B. in Economics from Princeton University. We believe Mr. Moore is qualified to serve on our Board due, among other things, to his extensive investment experience and background, including experience in the eSports industry, as well as his service as a member of the board of numerous other companies.

  5. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    Valerie Mosley, CFA, has served on our Board since September 2020. Ms. Mosley is the Founder of Upward Wealth, a fin-tech platform that democratizes wealth building and well-being. Currently, she also serves on the board of directors of Eaton Vance’s family of mutual funds, where she is a member of the governance committee, the audit committee and the portfolio management committee. Her non-profit boards include McLean Hospital, a world leader in mental health and the Skoll Foundation Investment Committee. Ms. Mosley formerly served on the board of directors of Envestnet, Inc. (NYSE: ENV), a wealth management services and technology company, where she was a member of the nominating and governance committee and compliance and information security committee, as well as Groupon, Inc. (NASDAQ: GRPN), an online marketplace, where she served on the audit and nominating committees from April 2020 to August 2022. She also previously served on the board of privately-held Caribou, a fin-tech company that refinances automobile loans. Personally, Ms. Mosley has advised and invested in companies that add value both to investors and society through Valmo Ventures. She holds a B.A. in History from Duke University and an M.B.A. from the Wharton School of Business at the University of Pennsylvania, with a specialty in finance. We believe Ms. Mosley is qualified to serve on our Board due, among other things, to her extensive investment experience and background, including her experience serving as a member of the boards and committees of several large U.S. public companies. Steven J. Murray has served on our Board since April 2020. Mr. Murray is an Advisor to Revolution Growth III, LP (together with its affiliates, “Revolution”), a venture capital firm, where he previously worked as Managing Partner from January 2016 to October 2024. Prior to joining Revolution, Mr. Murray worked for Softbank, a venture capital firm, from April 1996 to January 2016, where he most recently served as a Partner. Prior to joining Softbank, he worked for Deloitte & Touche LLP, where he specialized in high-growth technology-based businesses. Mr. Murray currently serves as a member of the board of directors of a number of public and private companies, including: InVenture Capital Corporation d/b/a Tala (since March 2018), which provides financial products and services to underbanked individuals in developing nations; Orchard Technologies, Inc. (since June 2022), which is a direct to consumer based service to make easier the process to buy and sell homes; and ZephyrAI, Inc. (since December 2023), which harnesses real world medical data to transform precision medicine. From June 2013 until January 2021, Mr. Murray served as a member of the board of directors, audit committee and nominating and governance committee of Fitbit, Inc. (NYSE: FIT), which offers wireless-enabled wearable technology devices and activity trackers. From June 2018 to July 2022, Mr. Murray also served as a member of the board of directors and audit committee of BigCommerce Holdings Inc. (NASDAQ: BIGC), which offers a SaaS ecommerce platform. In addition to these companies, Mr. Murray has served on the boards of a variety of other private technology-based businesses over the past 20 years. Mr. Murray received his B.S. in Accounting from Boston College in 1990 and his International Board Director Competency Designation (IBDC.D) in 2026. We believe Mr. Murray is qualified to serve on our Board due, among other things, to his experience as a member of the board of directors of both public and private companies and expertise in fundraising, management of high-growth companies and all levels of corporate governance. Marni M. Walden has served on our Board since April 2020. Ms. Walden is a seasoned technology, telecom, and media executive with more than 25 years of leadership experience driving innovation, operational excellence, and large-scale transformation across global organizations. Widely recognized as one of the most influential women in wireless and a trailblazer in the digital ecosystem, she has held senior operating roles at Verizon Communications Inc. (NYSE: VZ) (“Verizon”), served as an executive management member of the board for Verizon and now serves as a public and private company board director, strategic advisor, and investor. During her distinguished career at Verizon, Ms. Walden rose through a series of senior leadership positions, ultimately becoming one of the corporation’s top five officers and its highest-ranking female executive. As Chief Marketing Officer of Verizon Wireless, Inc., she led all marketing initiatives and oversaw the development of groundbreaking mobile products and services. She later served as Chief Operating Officer and Executive Vice President of Verizon Wireless, where she directed nationwide operations and delivered industry leading performance across consumer and enterprise segments. In 2015, Ms. Walden was appointed President of Global Media and New Business at Verizon. In this role, she guided the company’s expansion into digital media, advertising technology, and connected mobility. She subsequently served as President and Executive Vice President of Global Media and Telematics, where she built new revenue streams, shaped strategy for Verizon Media, and led the Connected Vehicle business. Earlier, as President and Executive Vice President of Product Innovation, she oversaw global strategy, venture investments, and technology development across all Verizon business units. Throughout her tenure, Ms. Walden led several of Verizon’s most significant acquisitions and integrations, including Yahoo, AOL, Fleetmatics, Telogis, Alltel, and RCC. Her leadership earned her numerous accolades, including recognition as one of the Most Powerful Women in Wireless, a place on Fortune’s Most Powerful Women list, and Working Mother of the Year. Since retiring from Verizon in 2018, Ms. Walden has transitioned her expertise to the boardroom and strategic advisory roles. Her additional board experience spans both public and private companies, including Airlinq (formerly Globetouch), Persado, DeepSig, and prior service on the boards of Alphabets Loon, ironSource, and 4C Insights. Ms. Walden also advises leading global investment firms — including New Mountain Capital, EQT, and Goldman Sachs (NYSE: GS) — as well as a portfolio of technology and data driven companies such as Transformco. Her early career included leadership roles at AT&T (NYSE: T), McCaw Communications, and General Cellular Corporation, where she built foundational expertise in wireless operations and customer experience. Ms. Walden attended California State University, Chico, where she majored in English and minored in Communications. We believe Ms. Walden is qualified to serve on our Board due, among other things, to her over 20 years of experience in telecommunications, technology and media, including her leadership roles at Verizon, where she gained extensive experience managing multi-billion dollar lines of business and leading transformative M&A activities and digital transformations, as well as her service as a member of the board of directors of numerous public and private companies. Gregory W. Wendt has served on our Board since November 2025. Mr. Wendt retired from the Capital Group Companies as a Partner on July 1, 2025. During his over 37 years at the firm, which manages the American Funds family of mutual funds, Mr. Wendt’s principal role was as an investment analyst and portfolio manager. Among his areas of research focus as an investment analyst was the global casino sector. Mr. Wendt currently serves as a Trustee of the University of Chicago. Mr. Wendt received an A.B. in Economics from the University of Chicago and an M.B.A. from Harvard University.

  6. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    We believe Mr. Wendt is qualified to serve on our Board due, among other things, to his financial, investment and managerial experience, acquired, in part, during his tenure with Capital Group. ***

  7. Other Information about the Board of Directors

    Other Information about the Board of Directors

  8. Shareholder Outreach

    Shareholder Outreach We believe it is important to provide an open forum for shareholder discussion and feedback. We proactively reach out to our shareholders to discuss key business issues, provide updates on our performance and priorities, and otherwise engage with our shareholders. In 2025, we participated in discussions with many of our shareholders, including our largest shareholders, on a variety of topics, including fundamental performance factors, performance metrics for our short-term and long-term incentive plans, dilution and share management with respect to our equity award programs, and oversight by, and composition of, our Board.

  9. Incentivizing Long-Term Performance

    Incentivizing Long-Term Performance DraftKings delivered strong financial results in 2025. For fiscal year 2025, we generated 27% year-over-year revenue growth, a significant year-over-year increase in gross profit and positive Adjusted EBITDA on a consolidated basis. Our executives have positioned DraftKings to generate increasingly positive Adjusted EBITDA in fiscal year 2026. We expect continued strong revenue growth, an increase in gross margin, and scale benefits across our marketing expense and fixed cost base in fiscal year 2026. As such, our compensation programs continue to include performance measures to align executive actions with long-term shareholder interests.

  10. Overview

    Overview Our executives are critical to our long-term success and winning over the long term requires us to win every single day. Our executives determine medium- and long-term priorities for the business, cascade those priorities throughout the organization, translate them into short-term deliverables, and relentlessly follow-up on the achievement of goals throughout the year. Our overall compensation philosophy is designed to attract, develop, motivate, and retain highly talented executives across the organization who can effectively lead their respective functions and drive results for the broader company. For 2025, we generally compensated our executives through short-term and long-term opportunities provided in a combination of cash (base salaries and annual bonuses) and equity (annual equity refresh awards and awards pursuant to incentive programs). The combination of these components ensures that our compensation is aligned with metrics that the compensation committee of the Board (the “Compensation Committee”) believes will optimize long-term total return for shareholders. We believe that our compensation program for executives, including our NEOs, remains important to ensure that we align executive pay to financial performance. We also maintain financial discipline with respect to our compensation programs to limit dilution to our shareholders. We conduct periodic analyses of our peer group to determine and monitor our stock-based compensation expense and burn rate. We will continue to monitor our stock-based compensation expense and burn rate on an ongoing basis in an effort to remain consistent with our peer group.

  11. Review of Pay Relative to 2025 Peer Group

    Review of Pay Relative to 2025 Peer Group The Compensation Committee believes that it is important to make decisions informed, in part, by the current practices of comparable public companies with which we compete for top executive talent. The Compensation Committee established our peer group for compensation decisions in 2025 with the assistance of its independent consultant Frederic W. Cook & Co., Inc. (“FW Cook”). FW Cook assessed each element of direct compensation (including base salary, annual bonus and equity incentives) to be provided to our NEOs against other publicly-traded information technology, entertainment and gaming, Internet and direct marketing and consumer discretionary companies that are of a comparable size to us in terms of revenue and market capitalization. When determining compensation for certain roles, we may index more to one industry than another. Individual compensation packages are determined by experience, performance, criticality to our business operations, the market for the specific role, and retention risks, among other factors. We believe firmly in pay for performance, and that our compensation package should strongly correlate to Company performance and delivering shareholder value. For a discussion of the factors considered in making 2025 compensation decisions, see “2025 Compensation Decisions” below. Our 2025 compensation decisions were reviewed with reference to the following peer group consisting of 17 companies (our “2025 Peer Group”):

  12. Review of Pay Relative to 2025 Peer Group

    | Peer Group for 2025 Compensation Decisions | | | | | | AppLovin | Churchill Downs | DocuSign | Electronic Arts | Fortinet | | HubSpot | Light & Wonder | Lyft | MongoDB | Okta | | PENN Entertainment | Roku | Snap | Take-Two | The Trade Desk | | Wayfair | Zscaler | | | |

  13. Review of Pay Relative to 2025 Peer Group

    In August 2025, the Compensation Committee, with the assistance of FW Cook, re-evaluated the Company’s 2025 Peer Group in light of market movement and trends to ensure it was correctly sized, taking into consideration current and expected market capitalization and revenue. For 2026 compensation decisions, the Compensation Committee removed AppLovin and MongoDB from our peer group due to their size relative to DraftKings and added Roblox and Twilio, who are both within a competitive size range for revenue and market capitalization.

  14. Our 2025 Executive Compensation Best Practices

    | What We Do | | What We Don’t Do | | | ✓ | Align executive compensation with corporate and individual performance | ✘ | No hedging or short sales of Class A Shares and no transactions involving derivative securities relating to Class A Shares without prior approval from the CLO | | ✓ | Balance short- and long-term incentives to motivate near-term performance, while simultaneously providing significant incentives for long-term results | ✘ | No excise tax “gross-ups” upon change in control | | ✓ | Tie pay to performance via annual bonus and equity awards | ✘ | No “single-trigger” benefits upon change in control | | ✓ | Engage an independent advisor reporting directly to the Compensation Committee | ✘ | No dividend equivalents paid on unvested RSUs or PSUs | | ✓ | Evaluate the risk in our compensation programs | ✘ | No discounting, reloading, or re-pricing of Company stock options (“options”) without shareholder approval | | ✓ | Maintain a clawback policy for the recovery of certain erroneously awarded incentive-based compensation | | | | ✓ | Maintain stock ownership guidelines for directors and executive officers (other than the Chief Accounting Officer) | | |

  15. Roles in Executive Compensation Determination and Governance

    | Responsible Party | Primary Roles and Responsibilities Relating to Compensation Decisions | | Compensation Committee (Composed of independent, non-employee directors) | • Oversees the executive compensation program, policies, and practices, taking into account business goals and strategies, legal and regulatory developments, and evolving best practices • Approves performance goals for purposes of compensation decisions for the NEOs • Conducts an annual evaluation of the CEO’s performance in light of the pre-determined performance goals and determines his compensation • Reviews and approves the CEO’s recommendations for compensation of the other NEOs and executives, making changes when deemed appropriate, and then recommending such compensation to the Board • Reviews our compensation risk assessment • Approves all changes to the composition of the peer group • Reviews and makes recommendations to the Board with respect to director compensation | | Independent Consultant to the Compensation Committee* (FW Cook) | • Provides the Compensation Committee with analysis and advice pertaining to CEO, executive, and director compensation program design, including industry survey analysis, explanation of current and developing best practices, and regulatory changes • Recommends a relevant group of peer companies and appropriate sources of survey data against which to compare the competitiveness and structure of CEO, executive, and director compensation • Analyzes peer companies’ CEO, executive, and director compensation to assist the Compensation Committee in determining the appropriateness and competitiveness of CEO, executive, and director compensation • Reviews any proposed changes to CEO, executive, and director compensation program design • Prepares our compensation risk assessment • Assists with compensation disclosure materials • Provides specific analysis and advice periodically as requested by the Compensation Committee | | Executives | • The CEO recommends to the Compensation Committee annual compensation for the other NEOs and executives based on his assessment of their performance • The CEO and the CLO work with the Compensation Committee chairperson to set agendas, prepare materials for Compensation Committee meetings, and generally attend meetings or portions of meetings, as appropriate, and prepare meeting minutes • The CEO also works with the Chief People Officer in the preparation of materials for Compensation Committee meetings • No member of management is present in Compensation Committee meetings when matters related to his or her individual compensation are under discussion, when the Compensation Committee is approving or deliberating on CEO compensation, or when the Compensation Committee meets in executive sessions |

  16. 2025 Annual Bonus

    2025 Annual Bonus Annual bonuses are designed to incentivize our NEOs to achieve our annual financial objectives. Bonuses are not guaranteed; we must achieve a minimum threshold of Revenue and Adjusted EBITDA in order for our NEOs to be eligible to receive a bonus payout. In addition, each bonus is eligible to be earned from 0% to 200% of the target bonus based on a pre-approved set of Revenue and Adjusted EBITDA targets, equally weighted, which were approved in the first quarter of 2025 and are summarized, on an unadjusted basis and as-adjusted basis, below.

  17. 2025 Annual Bonus

    | Unadjusted 2025 Annual Bonus Plan Payout Goals(1) (Approved as of February 2025) (amounts in millions) | Threshold(2) | Target | Maximum | | Revenue (50% weight) | $6,200 | $6,586 | $7,000 | | Adjusted EBITDA (50% weight)(3) | $900 | $1,016 | $1,180 |

  18. 2025 Annual Bonus

    | Adjusted 2025 Annual Bonus Plan Payout Goals(1) (Final as of February 10, 2026) (amounts in millions) | Threshold(2) | Target | Maximum | Actual Results | Weighted Payout | | Revenue (50% weight) | $6,200 | $6,552 | $7,000 | $6,055 | 0% | | Adjusted EBITDA (50% weight)(3) | $860 | $880 | $1,030 | $619 | 0% | | Total Payout | | | | | 0% |

  19. 2025 Annual Bonus

    (1) The 2025 annual bonus targets were adjusted to reflect the launch of Sportsbook in Missouri and investments into developing and launching our Prediction Markets offering. (2) Refers to the threshold amount payable for a certain level of performance. If the threshold is not reached, there will not be a bonus payout. (3) Adjusted EBITDA is defined in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The target amount for each executive was set initially based on his employment agreement and is reviewed annually by the Compensation Committee. When considering the NEOs’ target bonus percentages and corresponding amounts, the Compensation Committee evaluated market data as well as internal compensation parity among the executive team. In 2025, our NEOs had the same target bonus amounts as in 2024. NEOs had to be employed on the day the annual bonus was paid to receive any portion of their annual bonus. The 2025 bonus opportunities and results are summarized in the table below:

  20. 2025 Annual Bonus

    | Executive | Target Bonus ($) | 2025 Bonus Results (% of Target) | 2025 Bonus Payout | | Robins | $975,000 | 0% | $0 | | Kalish | $531,250* | 0% | $0 | | Liberman | $531,250 | 0% | $0 | | Dodge | $400,000 | 0% | $0 | | Ellingson | $400,000 | 0% | $0 |

  21. 2025 Annual Bonus

    Pursuant to the Transition Agreement, regardless of when the actual Transition Date occurs, Mr. Kalish remained eligible to receive the annual cash incentive in respect of fiscal year 2025 to the extent earned.

  22. 2025 Equity Compensation

    2025 Equity Compensation 3.

  23. 2025 Annual Equity Refresh Awards

    2025 Annual Equity Refresh Awards In 2025, annual equity refresh awards were granted based on consideration of the market data provided by FW Cook and the evaluation of each NEO’s performance, contributions, and criticality to the Company. The awards for 2025 were granted in a mix of Time-Based RSUs (50%) and PSUs (50%) (the “2025 PSUs”). The Time-Based RSUs are subject to a four-year quarterly vesting schedule. Half of the 2025 PSUs vest subject to the Company’s fiscal year 2026 performance, with 50% contingent upon the Company’s fiscal year 2026 Normalized Adjusted EBITDA2 and 50% contingent upon the Company’s fiscal year 2026 Normalized Net Revenue3 (collectively, the “2026 PSU Performance Metrics”), payable in early 2027. The other half of the 2025 PSUs vest subject to the Company’s fiscal year 2028 performance, with 50% contingent upon the Company’s fiscal year 2028 Normalized Adjusted EBITDA and 50% contingent upon the Company’s fiscal year 2028 Normalized Net Revenue (collectively, the “2028 PSU Performance Metrics”), payable in early 2029. In the event that the 2026 PSU Performance Metrics are achieved for fiscal year 2026, NEOs can achieve anywhere between 25% (if threshold performance is met) and 200% of their granted amount of 2025 PSUs subject to 2026 PSU Performance Metrics based on actual Normalized Net Revenue and Normalized Adjusted EBITDA performance relative to the relevant targets for fiscal year 2026. 2028 PSU Performance Metrics represent continued Normalized Net Revenue growth from existing and new customers (driven by core initiatives around customer engagement, efficient acquisition of new customers and higher Sportsbook net revenue margin) and Normalized Adjusted EBITDA margin expansion (driven by core initiatives around gross margin percentage improvement, national marketing efficiencies, and continued discipline across other expenses). The number of Time-Based RSUs and target PSUs granted to the NEOs was determined by dividing the target award value by the 30-calendar day average closing stock price of the Class A Shares leading up to, but not including, February 11, 2025. The equity grant amounts to our NEOs were calibrated to be competitive with those awarded by our 2025 Peer Group and differentiated based on role, criticality and performance. 2 “Normalized Adjusted EBITDA” for purposes of the 2025 PSUs and as defined in 2025 is a non-GAAP measure that we define and calculate as Adjusted EBITDA excluding (i) the in-state “Contribution” from (x) all states where the Company is not currently operating Online Sportsbooks or online casino (referred to as “iGaming” for purposes of the 2025 PSUs and the 2024 PSUs) businesses as of the Date of Grant and (y) launching the Golden Nugget branded products in new states where the Company is currently operating Online Sportsbook or iGaming as of the Date of Grant, and (ii) the impact, as determined by the Compensation Committee, of companies that are acquired by the Company following the Date of Grant where the acquired company is projected to have at least $20 million of revenues for the fiscal year of the Company in which such acquisition is completed. “Contribution” is defined as in-state gross profit less fully-allocated external marketing expense. “Net Revenue” is calculated as the Company’s revenue per U.S. GAAP as reported in its financial statements. “Normalized Net Revenue” for purposes of the 2025 PSUs and as defined in 2025 is a non-GAAP measure that we define and calculate as Net Revenue excluding (i) in-state Net Revenue from (x) all states where the Company is not currently operating Online Sportsbooks or iGaming businesses as of the Date of Grant and (y) launching the Golden Nugget branded products in new states where the Company is currently operating Online Sportsbook or iGaming as of the Date of Grant, and (ii) the impact, as determined by the Compensation Committee, of companies that are acquired by the Company following the Date of Grant where the acquired company is projected to have at least $20 million of revenues for the fiscal year of the Company in which such acquisition is completed. The Compensation Committee granted the following 2025 annual equity refresh awards to the NEOs:

  24. 2025 Annual Equity Refresh Awards

    | Executive | Number of Time-Based RSUs | Number of Target 2025 PSUs (subject to 2026 PSU Performance Metrics) | Number of Target 2025 PSUs (subject to 2028 PSU Performance Metrics) | | Robins | 224,133 | 112,066 | 112,066 | | Kalish | 127,211 | 63,605 | 63,605 | | Liberman | 127,211 | 63,605 | 63,605 | | Dodge(1) | 89,653 | 39,980 | 39,980 | | Ellingson | 84,807 | 42,403 | 42,403 |

  25. 2025 Annual Equity Refresh Awards

    (1) Mr. Dodge’s annual equity refresh award includes 9,692 Time-Based RSUs, which vest monthly over a one-year period commencing March 1, 2025, with the remaining subject to the standard four-year quarterly vesting schedule. 4.

  26. Achievement of Performance Goals for PSUs Granted in 2024

    Achievement of Performance Goals for PSUs Granted in 2024 In 2024, the NEOs received PSUs in connection with annual equity refresh awards (the “2024 PSUs”), fifty percent of which provided an opportunity for the NEOs to receive an amount of Class A Shares to be determined based on the achievement of 2025 Normalized Net Revenue and 2025 Normalized Adjusted EBITDA metrics (collectively, the “2025 PSU Performance Metrics”). The 2024 PSUs were eligible to pay out between 0% to 200% of the target number of Class A Shares underlying the 2024 PSUs. The performance period for the 2024 PSUs subject to the 2025 PSU Performance Metrics ended on December 31, 2025, and, following the end of the fiscal year, the Board certified achievement at 100% based on performance as noted in the table below.

  27. Achievement of Performance Goals for PSUs Granted in 2024

    | Performance Metrics(1) (Approved as of February 2026) (amounts in millions) | Threshold | Target | Maximum | Actual | | 2025 Normalized Adjusted EBITDA4 | $950 | $1,000 | $1,050 | $750 | | 2025 Normalized Net Revenue5 | $5,300 | $5,600 | $5,900 | $5,975 |

  28. Achievement of Performance Goals for PSUs Granted in 2024

    4 “Normalized Adjusted EBITDA” for purposes of the 2024 PSUs subject to the 2025 PSU Performance Metrics is a non-GAAP measure that we define and calculate as Adjusted EBITDA excluding: (i) the in-state “Contribution” impact from all new states not currently operating Online Sportsbooks or online casino (referred to as “iGaming” for purposes of the 2024 PSUs) businesses as of the Date of Grant, except for contributions from the Online Sportsbook launch in North Carolina; (ii) the in-state “Contribution” impact from launching the Golden Nugget branded products in states where DraftKings is currently operating Online Sportsbook or Casino as of the Date of Grant; and (iii) the impact, as determined by the Compensation Committee, of acquisitions following the Date of Grant where the acquired company is projected to have at least $20 million of revenues for the fiscal year of the Company in which such acquisition is completed. “Contribution” is defined as in-state gross profit less fully-allocated external marketing expense. “Net Revenue” is calculated as the Company’s revenue per U.S. GAAP as reported in its financial statements. “Normalized Net Revenue” for purposes of the 2024 PSUs subject to the 2025 PSU Performance Metrics is a non-GAAP measure that we define and calculate as Net Revenue excluding (i) the in-state Net Revenue for all new states not currently operating Online Sportsbooks or iGaming businesses as of the Date of Grant, except for contributions from the Online Sportsbook launch in North Carolina; (ii) the in-state Net Revenue impact from launching the Golden Nugget branded products in states where DraftKings is currently operating Online Sportsbook or Casino as of the Date of Grant; and (iii) the impact, as determined by the Compensation Committee, of acquisitions following the Date of Grant where the acquired company is projected to have at least $20 million of revenues for the fiscal year of the Company in which such acquisition is completed. To the extent that performance was between the threshold and target, or target and maximum levels, then the percentage of the number of target PSUs that were earned were determined by the use of straight-line interpolation. The number of earned PSUs were rounded down to the nearest whole number. The Company sets its incentive targets based on current financial projections at the time the targets are established. As noted above, the 2024 PSU targets, which were established in February 2024, had a payout of 100%. The 2025 annual cash incentive targets, which were established in the first quarter of 2025, had a payout of 0%. Fifty percent of the 2024 PSUs are based on the achievement of 2027 Normalized Net Revenue and 2027 Normalized Adjusted EBITDA metrics, as defined in the applicable award agreements (collectively, the “2027 PSU Performance Metrics”) and payout for such PSUs will be determined in early 2028, except that pursuant to the Transition Agreement, PSUs that were granted to Mr. Kalish in February 2024 with respect to performance in calendar year 2027 were forfeited and cancelled as of November 6, 2025.

  29. Practices Related to the Grant of Certain Equity Awards

    Practices Related to the Grant of Certain Equity Awards In response to Item 402(x)(1) of Regulation S-K, the Company does not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments to its employees (including any of its NEOs). Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. The Company has historically granted awards of stock options to special advisors of the Board, which were granted at the Company’s regularly scheduled Board meetings and prior to the Company’s earnings releases and related filings of the annual report on Form 10-K or quarterly reports on Form 10-Q, as applicable. In the event the Company determines to grant new awards of options to employees, including our NEOs, the Board will evaluate the appropriate steps to take in relation to the foregoing.

  30. Employment Agreements

    Employment Agreements Founder Employment Agreements DraftKings entered into executive employment agreements with Jason Robins, Matthew Kalish and Paul Liberman in connection with the business combination agreement (the “Business Combination”) dated December 22, 2019, as amended on April 7, 2020. The employment agreement with Mr. Robins provides for a base salary of $650,000, subject to annual review and increase from time to time, and an annual target bonus of 150% of his annual base salary. The employment agreement with Mr. Kalish provides for a base salary of $425,000, subject to annual review and increase from time to time, and an annual target bonus of 125% of his annual base salary. The employment agreement with Mr. Liberman provides for a base salary of $425,000, subject to annual review and increase from time to time, and an annual target bonus of 125% of his annual base salary. The executives will be eligible to participate in benefits programs offered to employees and executives generally subject to satisfying eligibility requirements. Each of the Founders is entitled to an annual equity incentive award, which will be granted within the first three months of each fiscal year, with a minimum annual target value of $6,500,000 for Mr. Robins and $3,500,000 for each of Messrs. Kalish and Liberman. Half of the equity incentive award granted each year will consist of Time-Based RSUs, with vesting not less favorable than quarterly vesting over four years, and half will consist of PSUs, with a minimum vesting period of two years and a maximum opportunity equal to 300% of one half of the minimum aggregate target value. Upon a termination of employment without “cause” or for “good reason” (as those terms are defined in the employment agreements) within 18 months after, or three months before, a “change in control” (as defined in the employment agreements), each of the Founders will receive cash severance equal to two times the sum of his salary and target bonus, payable 60 days after termination, and continued benefits for 24 months. Additionally, equity awards will vest, with performance-based awards vesting at the target level. Upon a termination of employment without cause or for good reason that is not within 18 months after, and not three months before, a change in control, each of the Founders will receive cash severance equal to two times his salary, payable 60 days after termination, a pro rata bonus for the year of termination based on actual performance and continued benefits for 24 months. Additionally, equity awards will vest pro rata, based on actual performance for performance-based awards. Upon termination due to death or disability, equity awards will vest, based on actual performance for performance-based awards, and options will be exercisable for 12 months. Severance and termination benefits payable pursuant to the employment agreements generally are subject to the executive’s execution of a release of claims and compliance with post-closing covenants, including non-competition and non-solicitation covenants that continue for 12 months following a termination of employment other than, in the case of the noncompetition covenant, a termination without cause or layoff as set forth in the Massachusetts Noncompetition Agreement Act. On February 11, 2025, the Company entered into letter agreements with each of the Founders, pursuant to which each of the Founders agreed to a voluntary reduction in their respective base salaries to $1 for fiscal year 2025 (the “Base Salary Reductions”). The Base Salary Reductions did not modify any other rights under each of the Founders’ employment agreements that are determined by reference to their base salaries (other than to the extent otherwise described in such letter agreements), and such provisions continued to be applied based on the base salaries in effect without giving effect to any Base Salary Reductions. The Base Salary Reductions also did not reduce any Company employee benefits provided to the Founders that are determined by reference to their base salaries, except that life and disability insurance will not be provided to the Founders during the applicable Base Salary Reduction period. In addition, because no bonuses with respect to the 2024 performance period were awarded to the Founders, the Company granted one-time cash distributions of $52,060.79, $33,370.71 and $36,382.48, respectively, to cover (in the case of Mr. Robins, on an after-tax basis) applicable deductions with respect to annual employee contributions for fiscal year 2025 towards medical, dental and vision coverages and the Company’s 401(k) plan. Transition Agreement On November 6, 2025, Mr. Kalish and the Company mutually agreed that Mr. Kalish will transition out of his role as President, DraftKings North America, effective as of the Transition Date. In connection with Mr. Kalish’s transition, the Company entered into the Transition Agreement, pursuant to which Mr. Kalish will step down from all other roles as an officer or employee of the Company and any of its subsidiaries, effective as of the Transition Date. Mr. Kalish will remain a director on the Board of Directors of the Company after the Transition Date. In recognition of, among other things, Mr. Kalish’s 14 years of service as a co-founder of the Company, subject to the terms and conditions of the Transition Agreement, (i) the PSUs that were granted in November 2022 and February 2023 with respect to performance in calendar year 2026 were accelerated and vested as of December 10, 2025, with performance deemed to be achieved at the maximum performance level (200%), (ii) outstanding RSUs continued vesting, under their original terms, through the last scheduled March 1, 2026 vesting date, (iii) PSUs that were granted in February 2024 with respect to performance in calendar year 2025 continued vesting, under their original terms, through the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and (iv) vested stock options remain outstanding subject to their terms. Other than as set forth above, all remaining equity awards that would have been outstanding and unvested as of the execution of the Transition Agreement were forfeited and cancelled as of November 6, 2025. Pursuant to the Transition Agreement, Mr. Kalish will receive continued security services and payment of COBRA premiums until March 31, 2027. He also will receive director compensation in connection with his continued service on the Board of Directors.

  31. Employment Agreements

    In determining the terms of the Transition Agreement, including the treatment of Mr. Kalish’s outstanding equity awards, the Compensation Committee considered, among other things, Mr. Kalish’s 14 years of service as a co-founder of the Company, and his substantial contributions to the Company during that time, including building the Company from Fantasy up through leadership positions across Fantasy, Sportsbook and Casino, generating significant customer growth; unifying revenue, marketing, operations, and analytics for North America, during which time Mr. Kalish oversaw and was responsible for all North America revenue and the performance of Sportsbook, Casino, Fantasy, and Marketplace; driving the U.S. sportsbook expansion, including his substantial contributions to and involvement in the notable milestone of the North Carolina launch that marked DraftKings’ 27th live state for the Sportsbook app; helping steer the Company’s go-public transaction; and advancing Casino scale via the acquisition of Golden Nugget Online Gaming, broadening reach and capabilities for the combined business. In addition, after consultation with the Company’s management team, the Compensation Committee determined that the Company’s achievement of the contemplated performance levels for calendar year 2026 was probable. As such, and in recognition of, among other things, Mr. Kalish’s contributions to the Company, the Compensation Committee determined that the treatment of the PSUs was fair and advisable to, and in the best interests of, the Company. Employment Agreements with Other NEOs On August 5, 2021, the Company entered into an amended executive employment agreement with R. Stanton Dodge (the “Dodge Amended Employment Agreement”) and on March 17, 2024, the Company entered into an executive employment agreement with Alan Ellingson (the “Ellingson Employment Agreement” and together with the Dodge Amended Employment Agreement, the “Other NEO Employment Agreements”). The Dodge Amended Employment Agreement provides that Mr. Dodge’s base salary will continue at the level of $500,000, subject to annual review and increase from time to time, and that he will be eligible for an annual target bonus of 80% of his annual base salary. The Ellingson Employment Agreement provides that Mr. Ellingson’s annual base salary will be $400,000 on and following May 1, 2024, subject to annual review and increase from time to time. Following 2024, Mr. Ellingson is eligible for an annual target bonus equal to 100% of his annual base salary. Under the Other NEO Employment Agreements, each of Messrs. Dodge and Ellingson (beginning with the 2025 fiscal year) is entitled to an annual equity incentive award, which will be granted within the first three months of each fiscal year, with a minimum annual target value of $2,400,000 for Mr. Dodge and $2,500,000 for Mr. Ellingson. Half of the equity incentive award granted each year will consist of Time-Based RSUs, with vesting not less favorable than quarterly vesting over four years, and half will consist of PSUs, with a minimum vesting period of two years and for Mr. Dodge a maximum opportunity equal to 300% of one half of the minimum aggregate target value. Under the Ellingson Employment Agreement, Mr. Ellingson was entitled to an initial equity incentive award, with a minimum grant value of $3,000,000 for the Time-Based RSUs, with quarterly vesting over four years, and a minimum grant value of $2,000,000 for the PSUs, 50% of which are eligible to vest based on the Company’s level of achievement of the 2025 PSU Performance Metrics that are generally applicable to the PSUs granted to similarly situated senior executives of the Company and 50% of which are eligible to vest based on the Company’s level of achievement of the 2027 PSU Performance Metrics. Upon a termination of employment without “cause” or for “good reason” (as those terms are defined in the Other NEO Employment Agreements) within 18 months after, or three months before, a “change in control” (as defined in the Other NEO Employment Agreements), each of Messrs. Dodge and Ellingson will receive cash severance equal to one and a half times the sum of his salary and target bonus, payable 60 days after termination, and continued benefits for 18 months. Additionally, any unvested equity awards will vest, with performance-based awards vesting at the target level. Under the Other NEO Employment Agreements, upon a termination of employment without cause or for good reason that is not within 18 months after, and not three months before, a change in control, each of Messrs. Dodge and Ellingson will receive cash severance equal to one times his salary, payable 60 days after termination, a pro rata bonus for the year of termination based on actual performance and continued benefits for 12 months. Additionally, any unvested equity awards will vest pro rata, based on actual performance for performance-based awards. Upon termination due to death or disability, any unvested equity awards will vest, based on actual performance for performance-based awards, and options will be exercisable for 12 months. Severance and termination benefits payable pursuant to the Other NEO Employment Agreements generally are subject to an execution of a release of claims and compliance with post-closing covenants including non-competition and non-solicitation covenants that continue for 12 months following a termination of employment other than, in the case of the noncompetition covenant, a termination without cause or layoff as set forth in the Massachusetts Noncompetition Agreement Act.

  32. Severance and Change-in-Control Benefits

    Severance and Change-in-Control Benefits The severance and change-in-control benefits for our NEOs are provided under individual employment agreements and, in certain cases, equity award agreements. See “Executive Compensation and Other Information — Potential Payments Upon Termination or Change in Control” below for a description of the severance and change-in-control benefits each NEO would have been eligible to receive if a termination had occurred upon December 31, 2025.

  33. Fiscal 2025 Summary Compensation Table

    Fiscal 2025 Summary Compensation Table

  34. Fiscal 2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jason D. Robins Chief Executive Officer | 2025 | 1 | — | 19,203,672 | — | 3,418,268 | 22,621,941 | | | 2024 | 1 | — | 19,076,976 | — | 1,824,992 | 20,901,969 | | | 2023 | 1 | — | 16,140,000 | 1,950,000 | 2,667,990 | 20,757,991 | | Matthew Kalish President, DraftKings, North America(5) | 2025 | 1 | — | 10,899,395 | — | 925,656 | 11,825,052 | | | 2024 | 1 | — | 11,221,725 | — | 912,146 | 12,133,872 | | | 2023 | 1 | — | 9,494,113 | 1,062,500 | 421,223 | 10,977,837 | | Paul Liberman President, Operations | 2025 | 1 | — | 10,899,395 | — | 1,055,604 | 11,955,000 | | | 2024 | 1 | — | 11,221,725 | — | 38,014 | 11,259,740 | | | 2023 | 1 | — | 9,494,113 | 1,062,500 | 26,713 | 10,583,327 | | R. Stanton Dodge Chief Legal Officer | 2025 | 500,000 | — | 7,266,221 | — | 118,324 | 7,884,545 | | | 2024 | 500,000 | — | 6,059,741 | — | 10,350 | 6,570,091 | | | 2023 | 500,000 | — | 5,278,732 | 800,000 | 9,900 | 6,588,632 | | Alan Ellingson Chief Financial Officer | 2025 | 400,000 | — | 7,266,222 | — | 25,925 | 7,692,147 | | | 2024 | 369,440 | — | 5,482,057 | — | 20,821 | 5,872,318 |

  35. Fiscal 2025 Summary Compensation Table

    (1) The amounts disclosed in this column are computed in accordance with FASB ASC Topic 718 using the valuation methodology for equity awards set forth in Note 11 — Stock-Based Compensation included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (2) The amounts disclosed in this column for 2025 are comprised of the Time-Based RSUs and PSUs granted in 2025 pursuant to the annual equity refresh awards. The following chart describes the fair market values of such awards on the grant dates:

  36. Fiscal 2025 Summary Compensation Table

    | Name | Time-Based RSUs | PSUs | | Jason D. Robins | $9,601,858 | $9,601,814 | | Matthew Kalish | $5,449,719 | $5,449,676 | | Paul Liberman | $5,449,719 | $5,449,676 | | R. Stanton Dodge | $3,840,735 | $3,425,486 | | Alan Ellingson | $3,633,132 | $3,633,090 |

  37. Fiscal 2025 Summary Compensation Table

    At the maximum levels of performance, the PSU values for the annual equity refresh awards would be: $19,203,628 for Mr. Robins, $10,899,352 for Mr. Kalish, $10,899,352 for Mr. Liberman, $6,850,972 for Mr. Dodge, and $7,266,180 for Mr. Ellingson. As discussed in more detail under “Compensation Discussion and Analysis — 2025 Compensation Decisions — 2025 Equity Compensation,” the price used to determine the number of Time-Based RSUs and PSUs awarded as part of the annual equity refresh program was the 30-calendar day average closing stock price of the Class A Shares leading up to, but not including February 11, 2025. As a result, the value of the grant as disclosed in the Summary Compensation Table above, which was computed in accordance with FASB ASC Topic 718, is different than the amount contemplated when the program was approved. As described above under “Compensation Discussion and Analysis — 2025 Compensation Decisions — 2025 Annual Bonus,” none of the NEOs received an annual bonus as neither the Revenue nor the Adjusted EBITDA minimum thresholds were met. (4) For Mr. Robins, the amounts disclosed in this column include $1,305,533 for security costs, $1,754,564 for air travel costs, $10,500 for our matching contribution made under our 401(k) plan, $15,925 for financial planning services, $253,478 for tax reimbursements related to the aforementioned items, where applicable, $26,207 related to Company-sponsored events during the year, and $52,061 to cover applicable deductions with respect to annual employee contributions towards medical, dental, and vision coverage and our 401(k) plan. The amount reported for Mr. Robins’ personal usage of the private aircraft represents the aggregate incremental cost to the Company, taking into account variable costs of the flight, such as fuel costs, trip-related repair and maintenance, crew costs, transportation expenses, airport fees and chartered flights. For Mr. Kalish, the amounts disclosed in this column include $865,860 for security costs, $10,500 for our matching contribution made under our 401(k) plan, $15,925 for financial planning services, and $33,371 to cover applicable deductions with respect to annual employee contributions towards medical, dental, and vision coverage and our 401(k) plan. For Mr. Liberman, the amounts disclosed in this column include $696,627 for security costs, $286,789 for air travel costs, $10,500 for our matching contribution made under our 401(k) plan, $12,740 for financial planning services, $12,566 for tax reimbursements for transportation related costs, and $36,382 to cover applicable deductions with respect to annual employee contributions towards medical, dental, and vision coverage and our 401(k) plan. The amount reported for Mr. Liberman’s personal usage of the private aircraft represents the aggregate incremental cost to the Company, taking into account variable costs of the flight, such as fuel costs, trip-related repair and maintenance, crew costs, transportation expenses, airport fees and chartered flights. For Mr. Dodge, the amounts disclosed in this column include $10,500 for our matching contribution made under our 401(k) plan, $60,617 related to Company-sponsored events during the year, and $47,207 for tax reimbursements related to aforementioned items. For Mr. Ellingson, the amounts disclosed in this column include $10,000 for our matching contribution made under our 401(k) plan and $15,925 for financial planning services. In connection with Mr. Kalish’s transition out of his role as President, DraftKings North America, certain equity awards granted to him in fiscal year 2025 were forfeited as of November 6, 2025. The amounts reported in this table reflect the aggregate grant date fair value of such awards, computed in accordance with FASB ASC Topic 718, without giving effect to these forfeitures. See “Compensation Discussion and Analysis — Employment Agreements — Transition Agreement”.

  38. Fiscal 2025 Grants of Plan-Based Awards

    Fiscal 2025 Grants of Plan-Based Awards

  39. Fiscal 2025 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plans(1) | | | Estimated Future Payouts Under Equity Incentive Plans(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Awards | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jason D. Robins | RSUs | 2/10/2025 | — | — | — | — | — | — | 224,133 | 9,601,858 | | | PSUs | 2/10/2025 | — | — | — | 28,017 | 112,066 | 224,132 | — | 4,800,907 | | | PSUs | 2/10/2025 | — | — | — | 28,017 | 112,066 | 224,132 | — | 4,800,907 | | | Annual Incentive | | 487,500 | 975,000 | 1,950,000 | | | | | | | Matthew Kalish(5) | RSUs | 2/10/2025 | — | — | — | — | — | — | 127,211 | 5,449,719 | | | PSUs | 2/10/2025 | — | — | — | 15,901 | 63,605 | 127,210 | — | 2,724,838 | | | PSUs | 2/10/2025 | — | — | — | 15,901 | 63,605 | 127,210 | — | 2,724,838 | | | Annual Incentive | | 265,500 | 531,250 | 1,062,500 | | | | | | | Paul Liberman | RSUs | 2/10/2025 | — | — | — | — | — | — | 127,211 | 5,449,719 | | | PSUs | 2/10/2025 | — | — | — | 15,901 | 63,605 | 127,210 | — | 2,724,838 | | | PSUs | 2/10/2025 | — | — | — | 15,901 | 63,605 | 127,210 | — | 2,724,838 | | | Annual Incentive | | 265,500 | 531,250 | 1,062,500 | | | | | | | R. Stanton Dodge | RSUs | 2/10/2025 | — | — | — | — | — | — | 89,653 | 3,840,735 | | | PSUs | 2/10/2025 | — | — | — | 9,995 | 39,980 | 79,960 | — | 1,712,743 | | | PSUs | 2/10/2025 | — | — | — | 9,995 | 39,980 | 79,960 | — | 1,712,743 | | | Annual Incentive | 2/10/2025 | 200,000 | 400,000 | 800,000 | | | | | | | Alan Ellingson | RSUs | 2/10/2025 | — | — | — | — | — | — | 84,807 | 3,633,132 | | | PSUs | 2/10/2025 | — | — | — | 10,601 | 42,403 | 84,806 | — | 1,816,545 | | | PSUs | 2/10/2025 | — | — | — | 10,601 | 42,403 | 84,806 | — | 1,816,545 | | | Annual Incentive | | 200,000 | 400,000 | 800,000 | | | | | |

  40. Fiscal 2025 Grants of Plan-Based Awards

    (1) Represents the annual incentive opportunities granted for performance during 2025 under DraftKings’ 2025 bonus plan. (2) Represents the equity awards granted to each NEO in the form of PSUs pursuant to the 2025 annual equity refresh program. The 2025 PSUs will vest to the extent that the 2026 PSU Performance Metrics and the 2028 PSU Performance Metrics are achieved. (3) Represents the equity awards granted in the form of Time-Based RSUs, which, except for 9,692 Time-Based RSUs granted to Mr. Dodge, vest quarterly over a four-year period following March 1, 2025. For Mr. Dodge, 9,692 RSUs of the 89,653 Time-Based RSUs vest in equal monthly installments over the one year commencing on March 1, 2025. (4) The aggregate grant date fair value of awards presented in this column is calculated in accordance with FASB ASC Topic 718. In connection with Mr. Kalish’s transition out of his role as President, DraftKings North America, Mr. Kalish’s outstanding unvested equity awards granted to him in fiscal year 2025 that would have been outstanding and unvested as of the execution of the Transition Agreement were forfeited and cancelled as of November 6, 2025.

  41. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End

    Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End The market value of unvested or unearned awards is calculated using a price of $34.46 per Class A Share, which was the closing price of a Class A Share on the NASDAQ on December 31, 2025 (the last trading day of 2025).

  42. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#)(7) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Option (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Yet Vested (#) | Market Value of Shares or Units of Stock That Have Not Yet Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units, or Other Rights That Have Not Yet Vested ($) | | Jason D. Robins | 280,190 | — | — | 3.29 | 4/18/2028 | — | — | — | — | | | 6,512,289 | — | — | 3.29 | 5/3/2028 | — | — | — | — | | | 696,850 | — | — | 4.70 | 6/4/2029 | — | — | — | — | | | 374,710 | — | — | 3.82 | 5/3/2027 | — | — | — | — | | | — | — | — | — | — | 555,464(1) | 19,141,289 | — | — | | | — | — | — | — | — | — | — | 87,489(4) | 3,014,871 | | | — | — | — | — | — | — | — | —(5) | — | | | — | — | — | — | — | — | — | 2,763,636(2) | 95,234,897 | | | — | — | — | — | — | — | — | 400,000(3) | 13,784,000 | | | — | — | — | — | — | — | — | 87,489(4) | 3,014,871 | | | — | — | — | — | — | — | — | 168,099(5) | 5,792,692 | | Matthew Kalish(8) | 273,488 | — | — | 3.29 | 5/3/2028 | — | — | — | — | | | 684,038 | — | — | 4.70 | 6/4/2029 | — | — | — | — | | | — | — | — | — | — | 67,967(1) | 2,342,143 | — | — | | | — | — | — | — | — | — | — | 51,464(4) | 1,773,449 | | Paul Liberman | 184,968(6) | — | — | 3.29 | 4/18/2028 | — | — | — | — | | | 1,511,843(6) | — | — | 3.29 | 5/3/2028 | — | — | — | — | | | 685,950(6) | — | — | 4.70 | 6/4/2029 | — | — | — | — | | | 261,160(6) | — | — | 3.82 | 5/3/2027 | — | — | — | — | | | 484,417(6) | — | — | 0.63 | 3/24/2026 | — | — | — | — | | | — | — | — | — | — | 328,807(1) | 11,330,689 | — | — | | | — | — | — | — | — | — | — | 51,464(4) | 1,773,449 | | | — | — | — | — | — | — | — | —(5) | — | | | — | — | — | — | — | — | — | 2,763,636(2) | 95,234,897 | | | — | — | — | — | — | — | — | 235,294(3) | 8,108,231 | | | — | — | — | — | — | — | — | 51,464(4) | 1,773,449 | | | — | — | — | — | — | — | — | 95,408(5) | 3,287,742 | | R. Stanton Dodge | 1,375,809 | — | — | 2.95 | 11/2/2027 | — | — | — | — | | | 201,578 | — | — | 3.29 | 5/3/2028 | — | — | — | — | | | 42,604 | — | — | 4.70 | 6/4/2029 | — | — | — | — | | | — | — | — | — | — | 180,115(1) | 6,206,763 | — | — | | | — | — | — | — | — | — | — | 25,732(4) | 886,725 | | | — | — | — | — | — | — | — | —(5) | — | | | — | — | — | — | — | — | — | 727,272(2) | 25,061,793 | | | — | — | — | — | — | — | — | 117,646(3) | 4,054,081 | | | — | — | — | — | — | — | — | 25,732(4) | 886,725 | | | — | — | — | — | — | — | — | 59,970(5) | 2,066,566 |

  43. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#)(7) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Option (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Yet Vested (#) | Market Value of Shares or Units of Stock That Have Not Yet Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units, or Other Rights That Have Not Yet Vested ($) | | Alan Ellingson | — | — | — | — | — | 130,992(1) | 4,513,984 | — | — | | | — | — | — | — | — | — | — | 24,965(4) | 860,294 | | | — | — | — | — | — | — | — | —(5) | — | | | — | — | — | — | — | — | — | 303,030(2) | 10,442,414 | | | — | — | — | — | — | — | — | 11,414(3) | 393,326 | | | — | — | — | — | — | — | — | 24,965(4) | 860,294 | | | — | — | — | — | — | — | — | 63,605(5) | 2,191,811 |

  44. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End

    Represents Time-Based RSUs, which were granted on the dates shown in the table below, and generally vest in equal quarterly installments over a four-year period from the date of grant.

  45. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End

    | Name | February / March 2022 | February / March 2023 | February 2024 | May 2024 | February 2025 | Total | | Jason D. Robins | 38,217 | 187,500 | 147,638 | — | 182,109 | 555,464 | | Matthew Kalish | 28,309 | 22,059 | 9,649 | — | 7,950 | 67,967 | | Paul Liberman | 28,309 | 110,294 | 86,845 | — | 103,359 | 328,807 | | R. Stanton Dodge | 14,154 | 55,147 | 43,423 | — | 67,391 | 180,115 | | Alan Ellingson | 1,606 | 10,702 | 6,676 | 43,102 | 68,906 | 130,992 |

  46. Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End

    (2) Represents the 2022 PSUs, which provide an opportunity for recipients to receive Class A Shares based on the achievement of certain metrics tied to the Company’s fiscal year 2026 performance. In the event that such metrics are achieved in fiscal year 2026, NEOs can achieve anywhere between 25% and 200% of the target number of Class A Shares underlying such portion of the 2022 PSUs. The amounts shown in this column reflect the 2022 PSUs that are subject to the metrics tied to the Company’s fiscal year 2026 performance at an expected level of performance of 200% of target. The actual payout values will depend, among other things, on our actual performance through the end of the performance periods and our future stock price. (3) Represents PSUs granted in 2023 in connection with annual equity refresh awards (the “2023 PSUs”), which provide an opportunity for recipients to receive Class A Shares based on the achievement of certain metrics tied to the Company’s fiscal year 2026 performance. In the event that such metrics are achieved in fiscal year 2026, NEOs can achieve anywhere between 25% and 200% of the target number of Class A Shares underlying such portion of the 2023 PSUs. The amounts shown in this column reflect the 2023 PSUs that are subject to the metrics tied to the Company’s fiscal year 2026 performance at an expected level of performance of 200% of target. The actual payout values will depend, among other things, on our actual performance through the end of the performance periods and our future stock price. Represents the 2024 PSUs, which provided an opportunity for recipients to receive Class A Shares based on the achievement of the 2025 PSU Performance Metrics. The 2024 PSUs that were subject to 2025 PSU Performance Metrics could have paid out between 0% to 200% of the target number of Class A Shares underlying such portion of the 2024 PSUs. The Board determined in February 2026 that (i) the 2025 Normalized Net Revenue portion of the performance goals for the 2024 PSUs that were subject to 2025 PSU Performance Metrics was achieved at maximum level and (ii) the 2025 Normalized Adjusted EBITDA portion of the performance goals for the 2024 PSUs that were subject to 2025 PSU Performance Metrics was not achieved at or above the minimum level. As a result, the 2024 PSUs that were subject to 2025 PSU Performance Metrics vested in February 2026 and the amounts shown in this column reflect such portion of the 2024 PSUs at 100% of target. Another portion of the 2024 PSUs are also subject to 2027 PSU Performance Metrics. The amounts shown in this column reflect the 2024 PSUs that are subject to 2027 PSU Performance Metrics at an expected level of performance of 100% of target. The actual payout values will depend, among other things, on our actual performance through the end of the performance periods and our future stock price. Represents the 2025 PSUs, which provide an opportunity for recipients to receive Class A Shares based on the achievement of the 2026 PSU Performance Metrics. In the event that the 2026 PSU Performance Metrics are achieved in fiscal year 2026, eligible employees can achieve anywhere between 25% and 200% of the target number of Class A Shares underlying such portion of the 2025 PSUs that are subject to 2026 PSU Performance Metrics. Another portion of the 2025 PSUs are also subject to 2028 PSU Performance Metrics. The amounts shown in this column reflect (i) the 2025 PSUs that are subject to the 2026 PSU Performance Metrics at an expected level of performance of 0% of target and (ii) the 2025 PSUs that are subject to 2028 PSU Performance Metrics at an expected level of performance of 150% of target. The actual payout values will depend, among other things, on our actual performance through the end of the performance periods and our future stock price. (6) Indicates options held by the Paul Liberman 2015 Revocable Trust and/or the Paul Liberman 2020 Irrevocable Trust, for which Mr. Liberman has sole investment and voting power. (7) Represents time-based stock options. While the options expire 10 years from the date of the grant, generally, these options vest in installments over a four-year period from the date of grant. (8) In recognition of, among other things, Mr. Kalish’s 14 years of service as a co-founder of the Company, subject to the terms and conditions of the Transition Agreement, (i) the PSUs that were granted in November 2022 and February 2023 with respect to performance in calendar year 2026 were accelerated and vested as of December 10, 2025, with performance deemed to be achieved at the maximum performance level (200%), (ii) outstanding RSUs continued vesting, under their original terms, through the last scheduled March 1, 2026 vesting date, (iii) PSUs that were granted in February 2024 with respect to performance in calendar year 2025 continued vesting, under their original terms, through the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and (iv) vested stock options remain outstanding subject to their terms. Other than as set forth above, all remaining equity awards that would have been outstanding and unvested as of the execution of the Transition Agreement were forfeited and cancelled as of November 6, 2025.

  47. Fiscal 2025 Option Exercises and Stock Vested

    Fiscal 2025 Option Exercises and Stock Vested

  48. Fiscal 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Jason D. Robins | 200,053 | 8,963,724 | 1,737,568 | 74,917,031 | | Matthew Kalish | 1,260,000 | 47,080,252 | 4,424,673(1) | 171,629,656 | | Paul Liberman | 89,159 | 2,292,278 | 1,425,743 | 63,301,032 | | R. Stanton Dodge | 586,841 | 21,786,285 | 507,386 | 23,588,678 | | Alan Ellingson | — | — | 366,134 | 15,944,060 |

  49. Fiscal 2025 Option Exercises and Stock Vested

    In connection with Mr. Kalish’s transition out of his role as President, DraftKings North America, PSUs that were granted in November 2022 and February 2023 with respect to performance in calendar year 2026 were accelerated and vested as of December 10, 2025, with performance deemed to be achieved at the maximum performance level (200%).

  50. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The severance benefits for our NEOs are provided under individual employment agreements and, in certain cases, equity award agreements. Upon any termination of employment, each NEO will be entitled to receive, within 30 days following termination, any accrued and vested payments and benefits that have not yet been paid, including unpaid base salary earned, accrued but unused vacation, and reimbursement for any unreimbursed business expenses (collectively, the “Accrued Benefits”). Depending on the type of termination, each NEO may be entitled to receive severance payments in addition to the Accrued Benefits. The narrative disclosure below describes the severance or change-in-control benefits that each NEO would be entitled to receive in addition to the Accrued Benefits (in the case of a termination of employment), and these severance benefits are quantified in the “Potential Payments Upon Termination or Change in Control” table below. Unless otherwise indicated, the narrative disclosure and the amounts estimated in the table assume that the relevant triggering event (a termination of employment or change in control, as applicable) occurred on December 31, 2025 and are based on the terms of the applicable employment agreements and equity award agreements that were in effect on that date. The terms “cause,” “good reason,” “disability,” and “change in control” in this section have the meanings provided in the applicable employment agreement or equity award agreement. In connection with Mr. Kalish’s transition out of his role as President, DraftKings North America, the Company entered into the Transition Agreement with Mr. Kalish, pursuant to which Mr. Kalish will step down from all other roles as an officer or employee of the Company and any of its subsidiaries, effective as of the Transition Date. Mr. Kalish will remain a director on the Board of Directors of the Company after the Transition Date. See “Compensation Discussion and Analysis — Employment Agreements — Transition Agreement” above for additional information.

  51. Estimate of Potential Payments Upon Termination or Change in Control

    Estimate of Potential Payments Upon Termination or Change in Control The amounts estimated in the table below assume that the relevant triggering event (a termination of employment or change in control, as applicable) occurred on December 31, 2025 and are based on the terms of the applicable employment agreements and equity award agreements that were in effect on that date. The table assumes that any equity awards that vest in connection with the applicable triggering event that are subject to performance conditions are earned at the target level of performance within the applicable period except as may be noted otherwise, and values equity awards based on the closing price of a Class A Share on December 31, 2025 (the last trading day of 2025) of $34.46.

  52. Estimate of Potential Payments Upon Termination or Change in Control

    | Name | Type of Payment(1) | Termination for Death or Disability ($)(2) | Termination Without Cause or for Good Reason Absent a Change in Control ($)(2) | Termination for Cause or Without Good Reason ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($)(2) | | Jason D. Robins | Cash Severance | — | 1,300,000 | — | 2,275,000 | | | Stock Incentives | 83,542,274 | 49,495,720 | — | 83,542,274 | | | Other Benefits | — | 63,697 | — | 63,697 | | | Total | 83,542,274 | 50,859,417 | — | 85,880,971 | | Matthew Kalish | Cash Severance | — | 850,000 | — | 1,381,250 | | | Stock Incentives(3) | 4,115,592 | 3,537,306 | — | 4,115,592 | | | Other Benefits | — | 61,023 | — | 61,023 | | | Total | 4,115,592 | 4,448,329 | — | 5,557,865 | | Paul Liberman | Cash Severance | — | 850,000 | — | 1,381,250 | | | Stock Incentives | 68,740,980 | 43,513,474 | — | 68,740,980 | | | Other Benefits | — | 63,697 | — | 63,697 | | | Total | 68,740,980 | 44,427,171 | — | 70,185,927 | | R. Stanton Dodge | Cash Severance | — | 500,000 | — | 1,150,000 | | | Stock Incentives | 23,915,860 | 13,873,124 | — | 23,915,860 | | | Other Benefits | — | 30,511 | — | 45,767 | | | Total | 23,915,860 | 14,403,635 | — | 25,111,627 | | Alan Ellingson | Cash Severance | — | 400,000 | — | 1,000,000 | | | Stock Incentives | 13,113,650 | 6,721,270 | — | 13,113,650 | | | Other Benefits | — | 32,384 | — | 48,576 | | | Total | 13,113,650 | 7,153,654 | — | 14,162,226 |

  53. Estimate of Potential Payments Upon Termination or Change in Control

    (1) The “Other Benefits” rows reflect the cost of continued coverage under the Consolidated Omnibus Budget Reconciliation Act based on the following annual rates: for Messrs. Robins, and Liberman, $31,848, for Messrs. Kalish and Dodge, $30,511 and for Mr. Ellingson, $32,384. (2) The amounts in these columns reflect performance-based equity awards at target level of performance. The amounts in this row reflect Mr. Kalish’s outstanding unvested equity awards as of December 31, 2025 and, accordingly, do not reflect the value of the awards that were accelerated or forfeited in connection with his transition.

  54. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure (the “Pay Versus Performance Disclosure”) describes the relationship between executive compensation and the Company’s performance with respect to select financial measures. For a complete description regarding the Company’s compensation program, please see “Compensation Discussion and Analysis.”

  55. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total (in millions) | | Compensation “Actually Paid” Total (in millions)(2) | | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR”) | | | | | Year | PEO(1) | Average of Non-PEO NEOs(1) | PEO | Average of Non-PEO NEOs | DKNG | CDI(3) | Net Income (Loss) (in billions) | Revenue (in billions)(4) | | 2025 | $22.6 | $9.8 | $20.4 | $9.1 | $74 | $148 | $0.0 | $6.1 | | 2024 | $20.9 | $8.5 | $33.9 | $14.7 | $80 | $141 | $(0.5) | $4.8 | | 2023 | $20.8 | $8.9 | $168.2 | $98.1 | $76 | $109 | $(0.8) | $3.7 | | 2022 | $47.5 | $27.8 | $(28.4) | $(12.7) | $24 | $77 | $(1.4) | $2.2 | | 2021 | $14.0 | $8.9 | $(67.4) | $(37.2) | $59 | $124 | $(1.5) | $1.3 |

  56. PAY VERSUS PERFORMANCE

    (1) The NEOs for 2021-2023 presented above comprised Jason Robins, who is the Company’s Principal Executive Officer (the “PEO”), and Matthew Kalish, Paul Liberman, R. Stanton Dodge and Jason K. Park (collectively for such years, the “non-PEO NEOs”). The NEOs for 2024 comprised the PEO and Matthew Kalish, Paul Liberman, R. Stanton Dodge, Alan Ellingson and Jason K. Park (collectively for 2024, the “non-PEO NEOs”). The NEOs for 2025 comprised the PEO and Matthew Kalish, Paul Liberman, R. Stanton Dodge, and Alan Ellingson (collectively for 2025, the “non-PEO NEOs”). (2) SEC rules require that certain adjustments be made to the totals set forth in the Summary Compensation Table included in this Proxy Statement (the “Summary Compensation Table”) in order to determine “compensation actually paid” for purposes of this Pay Versus Performance Disclosure. “Compensation actually paid” does not represent cash and/or equity value transferred to the applicable NEO, but rather is a value calculated under applicable SEC rules for purposes of this Pay Versus Performance Disclosure. In general, “compensation actually paid” is calculated as total compensation set forth in the Summary Compensation Table, as adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). None of the NEOs received any awards that failed to meet the applicable vesting conditions during 2025, received any dividends or participated in a defined benefit plan and there have been no amendments to the exercise price of options, so the following table does not include an adjustment for such items. The Company has not adjusted or amended the exercise price of options exercisable for Class A Shares held by the NEOs during 2025. The below table reflects the required adjustments to reconcile total compensation as set forth in the Summary Compensation Table to “Compensation actually paid” for purposes of the Pay Versus Performance Disclosure (in millions unless otherwise noted).

  57. PAY VERSUS PERFORMANCE

    | | Add Year-End Change in: | | | | | | | | | | Year | NEO(s) | Summary Compensation Table Total | Subtract Stock Awards(a) | Granted Award Fair Value(b) | Change in Value of Prior Awards Unvested at Year End(c) | Value of Awards Granted and Vested in Year(d) | Change in Value of Prior Awards Vested in Year(e) | Value of Prior Awards Forfeited During Year(f) | Compensation Actually Paid | | 2025 | PEO | $22.6 | $(19.2) | $14.0 | $(8.5) | $1.6 | $9.8 | — | $20.4 | | | Average of Non- PEO NEOs | $9.8 | $(7.7) | $5.7 | $(3.5) | $0.8 | $6.0 | $(2.0) | $9.1 | | 2024 | PEO | $20.9 | $(19.1) | $9.8 | $17.7 | $3.4 | $1.2 | — | $33.9 | | | Average of Non- PEO NEOs | $8.5 | $(8.0) | $4.9 | $7.4 | $1.4 | $0.5 | — | $14.7 |

  58. PAY VERSUS PERFORMANCE

    | | Add Year-End Change in: | | | | | | | | | | Year | NEO(s) | Summary Compensation Table Total | Subtract Stock Awards(a) | Granted Award Fair Value(b) | Change in Value of Prior Awards Unvested at Year End(c) | Value of Awards Granted and Vested in Year(d) | Change in Value of Prior Awards Vested in Year(e) | Value of Prior Awards Forfeited During Year(f) | Compensation Actually Paid | | 2023 | PEO | $20.8 | $(16.1) | $80.9 | $40.9 | $4.0 | $37.7 | — | $168.2 | | | Average of Non- PEO NEOs | $8.9 | $(7.6) | $50.4 | $19.2 | $1.9 | $25.3 | — | $98.1 | | 2022 | PEO | $47.5 | $(43.7) | $26.6 | $(37.9) | $1.5 | $(22.4) | — | $(28.4) | | | Average of Non- PEO NEOs | $27.8 | $(26.7) | $16.5 | $(23.4) | $0.9 | $(7.8) | — | $(12.7) | | 2021 | PEO | $14.0 | $(11.3) | $4.7 | $(80.2) | $0.8 | $4.6 | — | $(67.4) | | | Average of Non- PEO NEOs | $8.9 | $(7.7) | $3.2 | $(45.2) | $0.6 | $3.1 | — | $(37.2) |

  59. PAY VERSUS PERFORMANCE

    (a) Deduction for the amounts reported in the “Stock Awards” column of the Summary Compensation Table. (b) Fair value, calculated in accordance with FASB ASC Topic 718, as of the end of the reported fiscal year of equity awards granted in the reported fiscal year that were outstanding and unvested as of the end of the reported fiscal year. (c) Change in fair value, calculated in accordance with FASB ASC Topic 718, as of the end of the reported fiscal year from the end of the prior fiscal year, of equity awards granted in prior years that are outstanding and unvested as of the end of the reported fiscal year. (d) Fair value, calculated in accordance with FASB ASC Topic 718, as of the vesting date for awards that are granted and vest in the same reported fiscal year. (e) Change in fair value, calculated in accordance with FASB ASC Topic 718, from the end of the prior fiscal year to the vesting date for awards granted in prior years that vest in the reported year. (f) Fair value, calculated in accordance with FASB ASC Topic 718, as of the end of the prior fiscal year, of equity awards granted in prior years that were forfeited during the reported year. (3) The S&P 500 Consumer Discretionary Index (“CDI”) is a comprehensive index of companies included in the S&P 500 that are classified as members of the consumer discretionary sector, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. For 2025 compensation decisions, the Company focused on achievement of Revenue growth, as well as other metrics such as Adjusted EBITDA, through highly effective customer acquisition, retention, engagement, and monetization, enabled by innovative product offerings and technology enhancements across the Company’s product offerings.

  60. Relationships Between Executive Compensation Actually Paid and Select Financial Performance Measures

    Relationships Between Executive Compensation Actually Paid and Select Financial Performance Measures The charts below are based on the information provided in the above table to illustrate the relationships between the Company’s compensation actually paid to the PEO and the average compensation actually paid to the Company’s non-PEO NEOs, with (i) the Company’s cumulative TSR, (ii) the Company’s net income (loss) and (iii) the Company’s Revenue, which the Company has selected as the most important financial performance measure used by the Company to link compensation actually paid to its NEOs for the most recently completed fiscal year and its performance.

  61. CEO PAY RATIO

    CEO PAY RATIO The following table shows the ratio of our CEO’s 2025 annual total compensation to the median 2025 annual total compensation of our other employees.

  62. CEO PAY RATIO

    | CEO 2025 Annual Total Compensation | Median Employee 2025 Annual Compensation | 2025 Ratio of CEO Pay to Median Employee Pay | | $22,621,941 | $79,256 | 285:1 |

  63. CEO PAY RATIO

    The pay ratio rules allow issuers to use the same median employee for comparison purposes for up to three years. We determined that there has been no material change to our employee population or compensation arrangements that would result in a significant change to our pay ratio. However, due to a change in the individual circumstances of the median employee selected as of December 31, 2023, who was a full-time employee located in the United States, we substituted a median employee whose pay was substantially similar to the median employee selected for 2023, in accordance with SEC rules. We calculated the annual total compensation of our median employee in the same way we calculate our NEOs’ annual total compensation in the Summary Compensation Table. In 2025, our median employee earned $67,511 in salary and $11,745 in other compensation elements, for annual total compensation of $79,256. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  64. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  65. Director Compensation Table

    Director Compensation Table The following table provides information concerning the compensation of each non-employee director who served on DraftKings’ Board of Directors in 2025. DraftKings employees who also served as directors did not receive compensation for their service on the Board of Directors.

  66. Director Compensation Table

    | Name | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Woodrow Levin | 299,888 | 20,238 | 320,126 | | Jocelyn Moore | 317,393 | 15,925 | 333,318 | | Ryan Moore | 322,384 | 20,238 | 342,622 | | Valerie Mosley | 309,882 | 15,925 | 325,807 | | Steven Murray | 332,369 | — | 332,369 | | Marni Walden | 324,903 | 37,013 | 361,916 | | Harry Sloan | 304,862 | — | 304,862 | | Gregory Wendt | 249,975 | — | 249,975 |

  67. Director Compensation Table

    (1) The amounts disclosed in this column are computed in accordance with FASB ASC Topic 718 using the valuation methodology for equity awards set forth in Note 11 — Stock-Based Compensation to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Other than Mr. Wendt, the aggregate number of unvested RSUs held as of December 31, 2025 by each individual that served as a non-employee director during the fiscal year ended December 31, 2025 was 5,562. The aggregate number of unvested RSUs held as of December 31, 2025 by Mr. Wendt was 7,575. (2) For Mr. Levin, this includes $20,238 for costs related to Company-sponsored events during the year. For Ms. Moore, this includes $15,925 for financial planning services. For Mr. Moore, this includes $20,238 for costs related to Company-sponsored events during the year. For Ms. Mosley, this includes $15,925 for financial planning services. For Ms. Walden, this includes $16,775 for financial planning services and $20,238 for costs related to Company-sponsored events during the year.

  68. Director Compensation Program

    Director Compensation Program Our Board of Directors compensation program is designed to provide competitive compensation necessary to attract and retain high-quality non-employee directors and to encourage ownership of DraftKings stock to further align their interests with those of our shareholders. In 2025, our program provided the following compensation for non-employee directors: • An annual retainer of $45,000; • An annual retainer of $20,000 for the chair of the audit committee; $17,500 for the chair of the compensation committee; and $10,000 for the chair of each of the nominating and corporate governance committee, the compliance and risk committee and the transaction committee; • An annual retainer of $10,000 for members of the audit committee; $7,500 for members of the compensation committee; $5,000 for members of the nominating and corporate governance committee and the compliance and risk committee; and $10,000 for members of the transaction committee; and An equity retainer with a value of $250,000 (based on the fair market value of a Class A Share on the grant date) payable in the form of RSUs, granted upon initial election to the Board and then each year at the annual shareholders meeting that vests at the sooner of the following annual shareholders meeting or the one-year anniversary of the grant. All retainers will be payable quarterly in arrears. The retainers are being delivered in equity until DraftKings is profitable. In November 2025, the Company adopted the DraftKings Inc. Director Stock Deferral Plan (the “Director Stock Deferral Plan”) to allow non-employee members of the Board (each, an “Outside Director”) to defer receipt of stock awards granted by the Company to the Outside Director for service on the Board (the “Stock Awards”). Under the Director Stock Deferral Plan, an Outside Director may elect to defer the receipt of all of the Class A Shares underlying his or her Stock Award, in which case the Outside Director will instead be granted a number of deferred stock units (each unit, a “DSU”) with respect to the number of Class A Shares that are covered by the Stock Award. The DSUs will vest on the same schedule as the associated Stock Award. Each DSU represents the right to receive one Class A Share following the earlier of (i) the payment date elected by the Outside Director at the time of deferral or (ii) the Outside Director’s separation from service for any reason. Dividend equivalents are credited in the form of additional DSUs, which vest on the same schedule as the underlying award of DSUs.