Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
DraftKings’ Class A common stock trades on The Nasdaq Stock Market under the symbol “DKNG”. Prior to April 24, 2020 and before the completion of the business combination with SBTech (Global) Limited and Diamond Eagle Acquisition Corp, the Class A common stock of Diamond Eagle Acquisition Corp traded on The Nasdaq Stock Market under the ticker symbol “DEAC”.
Holders
As of February 10, 2026 , there were 729 holders of record of our Class A common stock. In addition to holders of record of our Class A common stock, we believe there is a substantially greater number of “street name” holders or beneficial holders whose Class A common stock is held of record by banks, brokers and other financial institutions.
There is no public market for our Class B common stock and one holder of record of our Class B common stock as of February 10, 2026.
Dividend Policy
We have not paid any cash dividends on our Class A common stock to date. The payment of cash dividends is subject to the discretion of our Board of Directors and may be affected by various factors, including our future earnings, financial condition, capital requirements, stock repurchase activity, current and future planned strategic growth initiatives, levels of indebtedness, and other considerations our Board of Directors deem relevant.
Securities Authorized for Issuance under Equity Compensation Plans
See Part III, Item 11 of this Annual Report for information about our equity compensation plans, which is incorporated by reference herein.
Stock Price Performance
The graph above compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the Standard & Poor’s (“S&P”) 500 Consumer Discretionary Index and the Nasdaq Composite Index. The graph assumes an initial investment of $100 in our Class A common stock at the market close on December 31, 2020. Data for the
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S&P 500 Consumer Discretionary Index and the Nasdaq Composite Index assume reinvestment of dividends. Total return equals stock price appreciation plus reinvestment of dividends.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
On October 21, 2025, in connection with our acquisition of Railbird, we issued (i) 853,908 shares of our Class A common stock to Railbird’s former equityholders, and (ii) agreed to issue at a later date up to approximately $200 million of shares of our Class A common stock to Railbird’s former equityholders, based on the achievement of certain performance metrics, valued on the basis of the 30-day volume-weighted average price of our Class A common stock determined at or around the issuance thereof, issuable at a later date based on certain post-closing performance metrics (collectively, the “Railbird Equity Consideration”).
The issuance of the Railbird Equity Consideration did not involve any underwriters, any underwriting discounts or commissions, or any public offering. The Railbird Equity Consideration was issued in reliance upon the exemption from registration afforded by Rule 506(b) under the Securities Act. The recipients of the Railbird Equity Consideration represented their intentions to acquire the securities for investment only and not with views to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the securities issued in connection with such issuance. There was no advertising or solicitation involved, and each of the recipients was an accredited or sophisticated investor and had adequate access to information about the Company’s business and operations.
Agreement with Commercial Counterparty
On November 19, 2025, we granted an aggregate of $5 million of time-based RSUs (defined below) to an unaffiliated commercial counterparty (“Counterparty”) in partial consideration of an amendment to an existing commercial agreement between Counterparty and the Company. Such time-based RSUs vest in quarterly installments, with $1.25 million of time-based RSUs vesting per quarter between March 31, 2027 and December 31, 2027. Each RSU represents a right to receive shares of our Class A common stock upon vesting, with the number of shares issued upon each vesting date determined based on the market price of our Class A common stock on such vesting date.
The foregoing transaction did not involve any underwriters, any underwriting discounts or commissions, or any public offering. The RSUs were issued in transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act. The recipient of the securities in the transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the securities and share ledger in connection with the transaction. There was no solicitation involved, and the recipient is an accredited investor.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On July 30, 2024, our Board of Directors authorized the repurchase of an aggregate of up to $1.0 billion of our Class A common stock through open market purchases, privately negotiated transactions or other transactions in accordance with applicable securities laws. On November 6, 2025, our Board of Directors approved a $1.0 billion increase to our existing stock repurchase authorization, which brings the aggregate stock repurchase authorization to $2.0 billion of our Class A common stock. Our stock repurchase authorization does not have an expiration date, and the pace of our repurchase activity will depend on factors such as our working capital needs, our debt repayment obligations or repurchases of our debt, our stock price and economic and market conditions. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.
The table below provides information with respect to repurchases of shares of our Class A common stock during the three months ended December 31, 2025:
Total Number of Shares Purchased (1)
Average Price Paid per Share (2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(in thousands )
October 1, 2025 to October 31, 2025 155,194 $ 38.66 155,194 $ 631,977
November 1, 2025 to November 30, 2025 3,321,361 $ 30.11 3,321,361 $ 1,531,911
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December 1, 2025 to December 31, 2025 4,316,755 $ 35.08 4,316,755 $ 1,380,405
Total 7,793,310 7,793,310
(1) The total number of shares purchased excludes any shares withheld to satisfy tax withholding obligations in connection with the vesting of employee restricted stock units (“RSUs”).
(2) Average price paid per share excludes broker commissions and excise tax.
Item 6. [Reserved]
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.