What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 266 added, 168 removed, 969 unchanged (31% of the section changed)

3 unchanged sentences

(Amounts in thousands, except par value)

March 31, 2026

June 30, 2026

(Unaudited) December 31, 2025

29 unchanged sentences

Class A common stock, $ 0.0001 par value;

900,000 shares authorized as of March 31, 2026 and December 31, 2025;

538,297 and 533,296 shares issued and 495,764 and 495,053 outstanding as of March 31, 2026 and December 31, 2025, respectively

900,000 shares authorized as of June 30, 2026 and December 31, 2025;

541,503 and 533,296 shares issued and 495,978 and 495,053 outstanding as of June 30, 2026 and December 31, 2025, respectively

Class B common stock, $ 0.0001 par value;

900,000 shares authorized as of March 31, 2026 and December 31, 2025;

393,014 shares issued and outstanding as of March 31, 2026 and December 31, 2025

900,000 shares authorized as of June 30, 2026 and December 31, 2025;

393,014 shares issued and outstanding as of June 30, 2026 and December 31, 2025

Treasury stock, at cost;

42,533 and 38,243 shares as of March 31, 2026 and December 31, 2025, respectively

45,525 and 38,243 shares as of June 30, 2026 and December 31, 2025, respectively

( 1,590,131 ) ( 1,392,433 )

8 unchanged sentences

(Amounts in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue $ 1,443,235 $ 1,512,507 $ 3,089,311 $ 2,921,313

33 unchanged sentences

Balances at March 31, 2026 495,764 $ 53 393,014 $ 39 $ 8,500,292 $ ( 6,416,448 ) $ 36,488 $ ( 1,515,376 ) $ 605,048

Exercise of stock options 107 — — — 752 — — — 752

Stock-based compensation — — — — 86,586 — — — 86,586

Purchase of treasury stock for RSU withholding ( 738 ) — — — — — — ( 19,177 ) ( 19,177 )

Shares issued under Employee Stock Purchase Plan 460 — — — 9,987 — — — 9,987

Restricted stock unit vesting 2,229 — — — — — — — —

Purchase of treasury stock under Stock Repurchase Program ( 2,254 ) — — — — — — ( 55,578 ) ( 55,578 )

Shares issued for contingent consideration 410 — — — 9,420 — — — 9,420

Net income (loss) — — — — — ( 67,610 ) — — ( 67,610 )

Balances at June 30, 2026 495,978 $ 53 393,014 $ 39 $ 8,607,037 $ ( 6,484,058 ) $ 36,488 $ ( 1,590,131 ) $ 569,428

Class A Common Stock Class B Common Stock Additional

13 unchanged sentences

Balances at March 31, 2025 496,339 $ 48 393,014 $ 39 $ 8,091,174 $ ( 6,475,092 ) $ 36,488 $ ( 779,742 ) $ 872,915

Exercise of stock options 736 — — — 2,908 — — — 2,908

Stock-based compensation — — — — 89,792 — — — 89,792

Exercise of warrants 74 — — — 2,212 — — — 2,212

Purchase of treasury stock for RSU withholding ( 780 ) — — — — — — ( 27,534 ) ( 27,534 )

Shares issued under Employee Stock Purchase Plan 218 — — — 6,900 — — — 6,900

Shares issued for contingent consideration 110 — — — 4,962 — — — 4,962

Restricted stock unit vesting 2,226 — — — — — — — —

Purchase of treasury stock under Stock Repurchase Program ( 2,872 ) — — — — — — ( 100,463 ) ( 100,463 )

Net income (loss) — — — — — 157,936 — — 157,936

Balances at June 30, 2025 496,051 $ 48 393,014 $ 39 $ 8,197,948 $ ( 6,317,156 ) $ 36,488 $ ( 907,739 ) $ 1,009,628

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(Amounts in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows from Operating Activities:

5 unchanged sentences

(Gain) loss on remeasurement of warrant liabilities — 3,356

(Gain) loss from equity method investment ( 4,517 ) 45

(Gain) loss from equity method investments ( 6,968 ) 236

Deferred income taxes ( 215 ) 96

21 unchanged sentences

Proceeds from exercise of stock options 4,067 6,304

Proceeds from shares issued under Employee Stock Purchase Plan 9,987 6,900

Other financing activities — ( 2,093 )

9 unchanged sentences

Supplemental Disclosure of Noncash Investing and Financing Activities:

Decrease of warrant liabilities from cashless exercise of warrants $ — $ 8,973

Decrease in warrant liabilities from cashless exercise of warrants $ — $ 11,185

Shares issued for contingent consideration 9,420 4,962

Stock-based compensation capitalized to internally developed software costs 13,553 11,955

10 unchanged sentences

We provide users with online and retail sports betting (together, “Sportsbook”), online casino (“iGaming”), daily fantasy sports (“Fantasy”), digital lottery courier (“Lottery”), prediction markets (“Prediction Markets”) and other offerings.

As of March 31, 2026, 39 U.S.

As of June 30, 2026, 39 U.S.

states, the District of Columbia and Puerto Rico have some form of authorized sports betting.

1 unchanged sentence

All 33 jurisdictions are live, and DraftKings operates in 29 of them.

As of March 31, 2026, the U.S.

jurisdictions with statutes legalizing iGaming are Connecticut, Delaware, Michigan, New Jersey, Pennsylvania, Rhode Island and West Virginia.

As of March 31, 2026, we operate our Sportsbook offering in Arizona, Arkansas, Colorado, Connecticut, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Missouri, New Hampshire, New Jersey, New York, North Carolina, Ohio, Oregon, Pennsylvania, Tennessee, Vermont, Virginia, Washington, D.C., West Virginia, Wyoming, Puerto Rico and Ontario, Canada, and we operate retail sportsbooks in Arizona, Colorado, Connecticut, Illinois, Iowa, Kansas, Kentucky, Louisiana, Michigan, Mississippi, New Hampshire, New Jersey, Washington, Wisconsin and Puerto Rico.

As of March 31, 2026, we offer our iGaming offering in Connecticut, Michigan, New Jersey, Pennsylvania, West Virginia and Ontario, Canada.

As of June 30, 2026, the U.S.

jurisdictions with statutes legalizing iGaming are Connecticut, Delaware, Maine, Michigan, New Jersey, Pennsylvania, Rhode Island and West Virginia.

As of June 30, 2026, we operate our Sportsbook offering in Arizona, Arkansas, Colorado, Connecticut, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Missouri, New Hampshire, New Jersey, New York, North Carolina, Ohio, Oregon, Pennsylvania, Puerto Rico, Tennessee, Vermont, Virginia, Washington, D.C., West Virginia, Wyoming, and Ontario, Canada, and we operate retail sportsbooks in Arizona, Colorado, Connecticut, Illinois, Iowa, Kansas, Kentucky, Louisiana, Michigan, Mississippi, New Hampshire, New Jersey, Washington, Wisconsin and Puerto Rico.

As of June 30, 2026, we offer our iGaming offering in Connecticut, Michigan, New Jersey, Pennsylvania, West Virginia and Ontario, Canada.

We also have arrangements in place with land-based casinos to expand operations into additional states upon the passing of relevant legislation, the issuance of related regulations and the receipt of required licenses.

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Narrow-Scope Improvements (“ASU 2025-11”).

ASU 2025-11 clarifies the applicability of interim reporting guidance and reorganizes and clarifies interim disclosure requirements under ASC 270, including the addition of a disclosure principle requiring disclosure of material events occurring since the most recent annual reporting period.

ASU 2025-11 clarifies the applicability of interim reporting guidance and reorganizes and clarifies interim disclosure requirements under ASC 270, Interim Reporting, including the addition of a disclosure principle requiring disclosure of material events occurring since the most recent annual reporting period.

ASU 2025-11 is effective for interim reporting periods within annual periods beginning after December 15, 2027, with early adoption permitted.

12 unchanged sentences

The present value of the contingent consideration of $ 37.8 million at the Railbird Acquisition Date, which is payable upon, and subject to, the achievement of certain performance targets, is included in Other long-term liabilities on the consolidated balance sheet.

Operating results for Railbird on and after the Railbird Acquisition Date are included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2026.

The amount of revenue and earnings attributable to the Railbird business from the Railbird Acquisition Date through March 31, 2026, which is included within revenue and loss attributable to common stockholders in the Company’s condensed consolidated statements of operations, is not material.

Operating results for Railbird on and after the Railbird Acquisition Date are included in the Company’s condensed consolidated statements of operations for the six months ended June 30, 2026.

The amount of revenue and earnings attributable to the Railbird business from the Railbird Acquisition Date through June 30, 2026, which is included within revenue and loss attributable to common stockholders in the Company’s condensed consolidated statements of operations, is not material.

Pro forma financial information for the acquisition has not been presented because the impact of this acquisition was immaterial to our consolidated financial statements.

8 unchanged sentences

(2) The Company recorded a fair value estimate of the contingent consideration, as disclosed in “Note 6 – Fair Value Measurements”.

Contingent payments have a maximum value of up to $ 200 million, 47.5 % of which will be contingent consideration and 52.5 % of which will be recorded as compensation under ASC 805.

Contingent payments have a maximum value of up to $ 200 million, 47.5 % of which will be contingent consideration and 52.5 % of which will be recorded as compensation under ASC 805, Business Combinations.

The payments will be settled, at the Company’s option, in shares of the Company’s Class A common stock or in a combination of shares of the Company’s Class A common stock and cash;

23 unchanged sentences

Goodwill recognized is not deductible for tax purposes.

Goodwill associated with the Railbird Transaction is assigned as of the Railbird Acquisition Date to the Company’s prediction markets reporting unit which was established in 2025 as a result of the launch of our new Prediction Markets offering.

Goodwill associated with the Railbird Transaction is assigned as of the Railbird Acquisition Date to the Company’s prediction markets reporting unit, which was established in 2025 as a result of the launch of our Prediction Markets offering.

The Company recorded an intangible asset for an operating license of $ 58.1 million that will be amortized over four years .

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For the year ended December 31, 2025, the Company incurred $ 5.5 million in advisory, legal, accounting and management fees in connection with the Railbird Transaction, which were included in general and administrative expenses on the Company’s consolidated statements of operations.

We did not incur any such costs in the three months ended March 31, 2026 or March 31, 2025.

We did not incur any such costs in the three and six months ended June 30, 2026 or June 30, 2025.

Intangible Assets

As of March 31, 2026, intangible assets, net consists of the following:

As of June 30, 2026, intangible assets, net consists of the following:

Weighted-Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net

15 unchanged sentences

Total $ 1,736,867 $ ( 847,666 ) $ 889,201

Amortization expense was $ 66.7 million and $ 65.7 million for the three months ended March 31, 2026 and 2025, respectively.

Amortization expense was $ 75.3 million and $ 142.0 million for the three and six months ended June 30, 2026, respectively, and $ 60.8 million and $ 126.5 million for the three and six months ended June 30, 2025, respectively.

Current and Long-term Liabilities

3 unchanged sentences

Revolving loans under the Revolving Credit Facility bear interest at the Company’s election at either (i) Term SOFR (as defined in the Credit Agreement), plus an applicable margin ranging from 1.75 % to 2.25 % depending on the Company’s Net First Lien Leverage Ratio (as defined in the Credit Agreement) or (ii) a base rate that is equal to the greatest of (a) the federal funds rate plus 0.50 %, (b) the prime rate and (c) Term SOFR for a one month interest period plus 1.00 %, in each case plus an additional applicable margin ranging from 0.75 % to 1.25 % depending on the Company’s Net First Lien Leverage Ratio.

In addition, the Company is required to pay a commitment fee quarterly in arrear ranging from 0.25 % to 0.375 % per annum of the unused portion of the Revolving Credit Facility depending on the Company’s Net First Lien Leverage Ratio.

As of March 31, 2026, the Credit Agreement provided a Revolving Credit Facility of up to $ 500.0 million, and there was no principal outstanding thereunder.

As of March 31, 2026, $ 11.9 million in letters of credit were issued under the Revolving Credit Facility, with $ 488.1 million available for borrowing.

In addition, the Company is required to pay a commitment fee quarterly in arrears ranging from 0.25 % to 0.375 % per annum of the unused portion of the Revolving Credit Facility depending on the Company’s Net First Lien Leverage Ratio.

As of June 30, 2026, the Credit Agreement provided a Revolving Credit Facility of up to $ 500.0 million, and there was no principal outstanding thereunder.

As of June 30, 2026, $ 11.9 million in letters of credit were issued under the Revolving Credit Facility, with $ 488.1 million available for borrowing.

On March 4, 2025, the Company entered into a first amendment to the Credit Agreement, providing for a new class of incremental term loans under the Credit Agreement in an aggregate principal amount of $ 600.0 million (the “Term B Facility” and, such term loans, the “Term B Loan”).

The Term B Facility matures on March 4, 2032, and all unpaid borrowings, together with accrued and unpaid interest thereon, are repayable on such date (unless extended in accordance with the terms of the Credit Agreement).

In addition, 1.00 % of the aggregate outstanding principal amount of the Term B Loan is payable per annum in quarterly installments.

In addition, 1.00 % of the aggregate outstanding principal amount of the Term B Loan is payable per annum in

quarterly installments.

In connection with the borrowing of the Term B Loan, the Company incurred $ 11.9 million of lender fees and $ 3.1 million of debt financing costs, which are being amortized through the maturity date.

The amortization of debt issuance costs was $ 0.5 million and $ 0.1 million for the three months ended March 31, 2026 and 2025, respectively, which is included in Interest income (expense), net on the Company’s condensed consolidated statements of operations.

The amortization of debt issuance costs was $ 0.5 million and $ 1.0 million for the three and six months ended June 30, 2026, respectively, and $ 0.5 million and $ 0.7 million for the three and six months ended June 30, 2025, respectively, which is included in Interest income (expense), net on the Company’s condensed consolidated statements of operations.

The Term B Loan under the Term B Facility bears interest at the Company’s election at either (x) in the case of Term SOFR Loans, Term SOFR plus an applicable margin of 1.75 % per annum, or (y) in the case of ABR Term Loans, ABR plus an applicable margin of 0.75 % per annum (with each of the capitalized terms used in clauses (x) and (y) as defined in the Credit Agreement).

As of March 31, 2026, the aggregate principal amount of Term B Loan outstanding was $ 594.0 million which bore interest at a weighted-average rate of 5.42 % per annum.

As of March 31, 2026, the fair value of the Term B Loan approximates the carrying value, which was calculated using quoted market prices for similar debt instruments and other observable market inputs, which is a Level 2 fair value measurement.

As of June 30, 2026, the aggregate principal amount of the Term B Loan outstanding was $ 592.5 million, which bore interest at a weighted-average rate of 5.39 % per annum.

As of June 30, 2026, the fair value of the Term B Loan approximates the carrying value, which was calculated using quoted market prices for similar debt instruments and other observable market inputs, which is a Level 2 fair value measurement.

The performance of the Company’s obligations under the Credit Agreement is secured by a first-priority security interest on substantially all of its assets.

The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including dividend restrictions, a public corporate credit rating requirement for so long as any Term B Loan are outstanding, and, with respect to the Revolving Credit Facility only, a financial covenant that the Company is required to maintain a Net First Lien Leverage Ratio not to exceed 4.50 :1.00, which is tested only if the aggregate amount of (i) revolving loans outstanding and (ii) letters of credit outstanding under the Revolving Credit Facility in excess of a specified threshold (unless cash collateralized) is in excess of 40 % of the total commitments under the Revolving Credit Facility.

As of March 31, 2026, the Company was not required to test the covenant as the aggregate amount of the revolving loans outstanding and the letters of credit outstanding did not exceed 40 % of the total commitments under the Revolving Credit Facility.

The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including dividend restrictions, a public corporate credit rating requirement for so long as any Term B Loans are outstanding, and, with respect to the Revolving Credit Facility only, a financial covenant that the Company is required to maintain a Net First Lien Leverage Ratio not to exceed 4.50 :1.00, which is tested only if the aggregate amount of (i) revolving loans outstanding and (ii) letters of credit outstanding under the Revolving Credit Facility in excess of a specified threshold (unless cash collateralized) is in excess of 40 % of the total commitments under the Revolving Credit Facility.

As of June 30, 2026, the Company was not required to test the covenant as the aggregate amount of the revolving loans outstanding and the letters of credit outstanding did not exceed 40 % of the total commitments under the Revolving Credit Facility.

Convertible Notes and Capped Call Transactions

3 unchanged sentences

In connection with the issuance of the Convertible Notes, Old DraftKings incurred $ 17.0 million of lender fees and $ 1.7 million of debt financing costs, which are being amortized through the Notes Maturity Date.

The amortization of debt issuance costs was $ 0.7 million and $ 0.7 million for the three months ended March 31, 2026 and 2025, respectively, which is included in Interest income (expense), net on the Company’s condensed consolidated statements of operations.

The Convertible Notes represent senior unsecured obligations of Old DraftKings, which are being amortized through the Notes Maturity Date.

The amortization of debt issuance costs was $ 0.7 million and $ 1.3 million for the three and six months ended June 30, 2026, respectively, and $ 0.7 million and $ 1.3 million for the three and six months ended June 30, 2025, respectively, which is included in Interest income (expense), net on the Company’s condensed consolidated statements of operations.

The Convertible Notes represent senior unsecured obligations of Old DraftKings.

The related debt issuance costs are being amortized through the Notes Maturity Date.

The Convertible Notes are convertible at an initial conversion rate of 10.543 shares of DraftKings Inc.’s Class A common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $ 94.85 per share of DraftKings Inc.’s Class A common stock.

3 unchanged sentences

Old DraftKings will satisfy any conversion election by paying or delivering, as the case may be, cash, shares of DraftKings Inc.’s Class A common stock or a combination of cash and shares of DraftKings Inc.’s Class A common stock.

As of March 31, 2026, no conditions were met to allow for the conversion of the Convertible Notes by any holder.

In connection with the pricing of the Convertible Notes and the exercise of the over-allotment option to purchase additional notes, Old DraftKings entered into a privately negotiated capped call transaction (“Capped Call Transactions”).

As of June 30, 2026, no conditions were met to allow for the conversion of the Convertible Notes by any holder.

In connection with the pricing of the Convertible Notes and the exercise of the over-allotment option to purchase additional notes, Old DraftKings entered into privately negotiated capped call transactions (the “Capped Call Transactions”).

The Capped Call Transactions have a strike price of $ 94.85 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Notes.

The Capped Call Transactions have an initial cap price of $ 135.50 per share, subject to certain adjustments.

The Capped Call Transactions are expected generally to reduce potential dilution to DraftKings Inc.’s

Class A common stock upon any conversion of Convertible Notes.

The Capped Call Transactions are expected generally to reduce potential dilution to DraftKings Inc.’s Class A common stock upon any conversion of Convertible Notes.

As the transaction qualifies for equity classification, the net cost of $ 124.0 million incurred in connection with the Capped Call Transactions was recorded as a reduction to additional paid-in capital on the Company’s condensed consolidated balance sheets.

As of March 31, 2026, the Company’s convertible debt balance was $ 1,259.8 million, net of unamortized debt issuance costs of $ 5.2 million.

Although recorded at amortized cost on the Company’s condensed consolidated balance sheets, the estimated fair value of the Convertible Notes was $ 1,140.1 million and $ 1,158.7 million as of March 31, 2026 and December 31, 2025, respectively, which was calculated using the estimated or actual bids and offers of the Convertible Notes in an over-the-counter market on the last business day of the period, which is a Level 1 fair value measurement.

As of March 31, 2026, the future principal payments for the Term B Loan and Convertible Notes were as follows:

As of June 30, 2026, the Company’s convertible debt balance was $ 1,260.4 million, net of unamortized debt issuance costs of $ 4.6 million.

Although recorded at amortized cost on the Company’s condensed consolidated balance sheets, the estimated fair value of the Convertible Notes was $ 1,177.5 million and $ 1,158.7 million as of June 30, 2026 and December 31, 2025, respectively, which was calculated using the estimated or actual bids and offers of the Convertible Notes in an over-the-counter market on the last business day of the period, which is a Level 1 fair value measurement.

As of June 30, 2026, the future principal payments for the Term B Loan and Convertible Notes were as follows:

Years Ending December 31,

April 1, 2026 to December 31, 2026 $ 4,444

July 1, 2026 to December 31, 2026 $ 2,959

2028 1,270,815

10 unchanged sentences

The Company’s activities by jurisdiction may vary from period to period, which could result in differences in the applicability of indirect taxes from period to period.

As of March 31, 2026 and December 31, 2025, the Company’s estimated contingent liability for indirect taxes was $ 92.1 million and $ 90.1 million, respectively.

As of June 30, 2026 and December 31, 2025, the Company’s estimated contingent liability for indirect taxes was $ 90.5 million and $ 90.1 million, respectively.

The estimated contingent liability for indirect taxes is recorded within other long-term liabilities on the condensed consolidated balance sheets and general and administrative expenses on the condensed consolidated statements of operations.

Warrant Liabilities

As part of the initial public offering of Diamond Eagle Acquisition Corp.

(“DEAC”) on May 14, 2019 (the “IPO”), DEAC issued 13.3 million warrants each of which entitled the holder to purchase one share of DraftKings Inc.’s Class A common stock at an exercise price of $ 11.50 per share (the “Public Warrants”).

Simultaneously with the closing of the IPO, DEAC completed the private sale of 6.3 million warrants to DEAC’s sponsor (the “Private Warrants”), each of which entitled the holder to purchase one share of DraftKings Inc.’s Class A common stock at an exercise price of $ 11.50 per share.

As of March 31, 2026, there were no Public Warrants or Private Warrants outstanding.

In connection with the acquisition of Golden Nugget Online Gaming, Inc.

(the “GNOG Transaction”), on May 5, 2022 (the “GNOG Closing Date”), Old DraftKings entered into an assignment and assumption agreement (the “Old DraftKings Warrant Assignment Agreement”) with DraftKings Inc., Computershare Trust Company, N.A.

and Computershare Inc.

(together, “Computershare”), pursuant to which Old DraftKings assigned to DraftKings Inc.

all of its rights, interests and obligations under the warrant agreement, dated as of May 10, 2019 (the “Old DraftKings Warrant Agreement”), by and between DEAC and Continental Stock Transfer & Trust Company, as warrant agent, as assumed by Old DraftKings and assigned to Computershare by that certain assignment and assumption agreement, dated as of April 23, 2020, governing Old DraftKings’ outstanding Private Warrants, on the terms and conditions set

forth in the Old DraftKings Warrant Assignment Agreement.

In connection with the consummation of the GNOG Transaction and pursuant to the Old DraftKings Warrant Assignment Agreement, each of the outstanding Private Warrants became exercisable for one share of DraftKings Inc.

Class A common stock on the existing terms and conditions, except as otherwise described in the Old DraftKings Warrant Assignment Agreement.

In addition, on the GNOG Closing Date, in connection with the consummation of the GNOG Transaction, the Company assumed an additional 5.9 million warrants, each of which entitled the holder to purchase one share of GNOG’s Class A common stock at an exercise price of $ 11.50 per share (the “GNOG Private Warrants”).

Effective as of the consummation of the GNOG Transaction, each of the outstanding GNOG Private Warrants became exercisable for 0.365 of a share of DraftKings Inc.’s Class A common stock, or approximately 2.1 million shares of DraftKings Inc.’s Class A common stock in the aggregate, on the existing terms and conditions of such GNOG Private Warrants, except as otherwise described in the assignment and assumption agreement relating to the GNOG Private Warrants entered into on the GNOG Closing Date.

As of March 31, 2026, there were no GNOG Private Warrants outstanding.

The Company classifies the Public Warrants, the Private Warrants and the GNOG Private Warrants pursuant to ASC 815, Derivatives and Hedging, as derivative liabilities with subsequent changes in their respective fair values recognized in the Company’s consolidated statement of operations at each reporting date.

As of March 31, 2026 and 2025, the fair value of the Company’s warrant liability was zero and $ 10.6 million, respectively.

Due to fair value changes throughout the three months ended March 31, 2025, the Company recorded a gain on the remeasurement of its warrant liabilities of $ 2.5 million.

The Private Warrants expired on April 23, 2025, and all remaining GNOG Private Warrants were exercised during 2025.

During the three months ended March 31, 2025, 0.2 million Private Warrants were exercised resulting in a reclassification to additional paid-in-capital in the amount of $ 9.0 million, and no GNOG Private Warrants were exercised.

Fair Value Measurements

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• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value as of March 31, 2026 and December 31, 2025 based on the three-tier fair value hierarchy:

March 31, 2026

The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value as of June 30, 2026 and December 31, 2025 based on the three-tier fair value hierarchy:

June 30, 2026

Level 1 Level 2 Level 3 Total

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The Company measures these derivative instruments to fair value using option pricing models and, accordingly, classifies these assets as Level 3.

There were no new Level 3 derivative instruments sold, purchased by or issued to the Company during the three months ended March 31, 2026.

There were no new Level 3 derivative instruments sold, purchased by or issued to the Company during the six months ended June 30, 2026.

The table below includes a range and an average weighted by relative fair value of the significant unobservable inputs used to measure these Level 3 derivative instruments to fair value.

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The Company classified the contingent consideration liabilities as a Level 3 fair value measurement due to the lack of observable inputs used in the model.

The key inputs to the valuations are the projections of future financial results in relation to the business, revenue risk premium, revenue volatility, and operational leverage ratio as well as management judgment regarding the probability of achieving a future performance target.

The key inputs to the valuations are the projections of future financial results in relation to the business,

revenue risk premium, revenue volatility, and operational leverage ratio as well as management judgment regarding the probability of achieving a future performance target.

The table below includes a range and an average weighted by relative fair value of the significant unobservable inputs used to measure contingent consideration at fair value.

1 unchanged sentence

Changes to fair value of these instruments are recorded in Other gain (loss), net on the condensed consolidated statements of operations.

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Significant Unobservable Inputs of Level 3 Investments Range (Weighted Average) Range (Weighted Average)

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The following table provides a roll forward of the recurring Level 3 fair value liability measurements:

Opening Balance $ 74,434 $ 77,965

Opening Balance at January 1 $ 74,434 $ 77,965

Fair value adjustment to contingent consideration liabilities ( 28,696 ) ( 20,096 )

Payment of contingent consideration liabilities — ( 3,300 )

Balance at March 31 $ 50,777 $ 74,665

Settlement of contingent consideration liabilities ( 10,052 ) ( 3,300 )

Balance at June 30 $ 35,686 $ 54,569

Revenue Recognition

2 unchanged sentences

The deferred revenue balances were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Deferred revenue, beginning of the period $ 131,726 $ 133,700 $ 174,750 $ 166,463

5 unchanged sentences

Revenue Disaggregation

We disaggregate revenue from contracts with customers by Sportsbook, iGaming and Other as we believe it best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Disaggregation of revenue for the three months ended March 31, 2026 and 2025 is as follows:

Three Months Ended March 31,

Sportsbook $ 1,094,874 $ 881,957

We disaggregate revenue from contracts with customers by Sports (as defined below), iGaming and Other (as defined below), as we believe it best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Disaggregation of revenue for the three and six months ended June 30, 2026 and 2025 is as follows:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Sports $ 891,883 $ 997,872 $ 1,986,436 $ 1,879,829

iGaming 461,930 429,660 923,230 853,131

1 unchanged sentence

Total Revenue $ 1,443,235 $ 1,512,507 $ 3,089,311 $ 2,921,313

Sportsbook revenue includes online sportsbook and retail sportsbook revenue.

Other revenue primarily includes Fantasy, Lottery, Prediction Markets and interest income on customer deposits.

The opening and closing balances of the Company’s accounts receivable from contracts with customers were $ 105.6 million and $ 86.1 million for the three months ended March 31, 2026, respectively, and $ 57.8 million and $ 66.6 million for the three months ended March 31, 2025, respectively.

Sports revenue includes online sportsbook, retail sportsbook, and Prediction Markets revenue.

Other revenue primarily includes Fantasy, Lottery and interest income on customer deposits.

The opening and closing balances of the Company’s accounts receivable from contracts with customers were $ 105.6 million and $ 82.1 million for the six months ended June 30, 2026, respectively, and $ 57.8 million and $ 69.0 million for the six months ended June 30, 2025, respectively.

Stock-Based Compensation

4 unchanged sentences

PSP awards are performance-based equity awards which establish performance objectives related to one or two particular fiscal years.

LTIP awards generally vest when revenue and/or Adjusted EBITDA targets are achieved amongst other conditions, while PSP awards generally vest upon achievement of revenue and/or Adjusted EBITDA targets and have a range of payouts amongst other conditions.

LTIP awards generally vest when revenue and/or Adjusted EBITDA targets are achieved, among other conditions, while PSP awards generally vest upon achievement of revenue and/or Adjusted EBITDA targets and have a range of payouts, among other conditions.

All stock-based compensation awards expire seven to ten years after the grant date thereof.

The following table shows restricted stock unit (“RSU”) and stock option activity for the three months ended March 31, 2026:

Options RSUs Total Weighted Average Exercise Price of Options Weighted Average FMV of RSUs

The following table shows restricted stock unit (“RSU”) and stock option activity for the six months ended June 30, 2026:

Options RSUs Total Weighted Average Exercise Price of Options Weighted Average Fair Market Value of RSUs

Time-Based PSP LTIP

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Forfeited ( 255 ) ( 982 ) ( 76 ) ( 21 ) ( 1,334 ) 57.35 31.46

Outstanding at March 31, 2026 16,228 22,427 13,282 189 52,126 $ 10.92 $ 27.34

As of March 31, 2026, total unrecognized stock-based compensation expense of $ 744.2 million related to granted, and unvested stock-based compensation arrangements is expected to be recognized over a weighted-average period of 3.0 years.

The following table shows stock-based compensation expense for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Outstanding at June 30, 2026 15,871 20,475 13,347 184 49,877 $ 10.20 $ 27.20

As of June 30, 2026, total unrecognized stock-based compensation expense of $ 676.0 million related to granted, and unvested, stock-based compensation arrangements is expected to be recognized over a weighted-average period of 2.8 years.

The following table shows stock-based compensation expense for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

Options RSUs Total Options RSUs Total

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Total $ 1,369 $ 81,185 $ 82,554 $ 1,964 $ 82,737 $ 84,701

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

Options RSUs Total Options RSUs Total

Time-Based (1)

$ 4,192 $ 110,618 $ 114,810 $ 3,900 $ 97,321 $ 101,221

— 32,734 32,734 — 61,215 61,215

— 225 225 — 1,111 1,111

Total $ 4,192 $ 143,577 $ 147,769 $ 3,900 $ 159,647 $ 163,547

(1) Time-based awards vest and are expensed over a defined service period.

(2) PSP and LTIP awards vest based on defined performance criteria and are expensed based on the probability of achieving such criteria.

The Company’s income tax provision (benefit) for the three months ended March 31, 2026 and 2025 is as follows:

Three Months Ended March 31,

The Company’s income tax provision (benefit) for the three and six months ended June 30, 2026 and 2025 is as follows:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Income tax provision (benefit) $ ( 1,797 ) $ 11,790 $ 4,572 $ 6,190

The effective tax rates for the three months ended March 31, 2026 and 2025 were 27.8 % and 14.2 %, respectively.

The difference between the Company’s effective tax rates for the three month periods in 2026 and 2025 and the U.S.

statutory tax rate of 21% was primarily due to a valuation allowance related to the Company’s deferred tax assets, offset partially by current

state tax and current foreign tax.

The effective tax rates for the three months ended June 30, 2026 and 2025 were 2.5 % and 6.9 %, respectively, and the effective tax rates for the six months ended June 30, 2026 and 2025 were negative 9.3 % and 4.7 %, respectively.

The difference between the Company’s effective tax rates for the three and six months ended June 30, 2026 and 2025 and the U.S.

statutory tax rate of 21% was primarily due to a valuation allowance related to the Company’s deferred tax assets, offset partially by current state tax and current foreign tax.

The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized.

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The following table presents revenue, significant expenses, and net income (loss) for our consolidated segment:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Total revenue $ 1,443,235 $ 1,512,507 $ 3,089,311 $ 2,921,313

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The computation of earnings (loss) per share and weighted-average shares of the Company’s Class A common stock outstanding for the periods presented are as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income (loss) attributable to common stockholders – basic $ ( 67,610 ) $ 157,936 $ ( 46,540 ) $ 124,072

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Weighted-average Class A common stock shares outstanding – basic 496,089 496,517 495,234 494,945

Weighted-average diluted impact of contingent consideration (1)

Weighted-average diluted impact of options and RSUs (1)

— 19,578 — 21,109

Weighted-average diluted impact of contingent consideration (1)

Weighted-average diluted impact of convertible notes (2)

— 13,337 — 13,337

Weighted-average diluted impact of warrant liabilities (1)

Weighted-average Class A common stock outstanding – diluted 496,089 529,454 495,234 529,551

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(1) Calculated using treasury stock method

There were no preferred or other dividends declared for the three months ended March 31, 2026.

The below table includes the total securities potentially dilutive for the three months ended March 31, 2026 and 2025, which have been excluded from the computation of diluted earnings (loss) per share.

(2) Calculated using if-converted method

There were no preferred or other dividends declared for the three and six months ended June 30, 2026.

The below table includes the total securities potentially dilutive for the three and six months ended June 30, 2026 and 2025, which have been excluded from the computation of diluted earnings (loss) per share.

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Class A common stock resulting from exercise of all warrants — 1,074 — 1,074

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Total 63,214 24,038 63,214 21,990

The Company has contingent consideration arrangements related to business combinations as disclosed in “Note 3 – Business Combinations.” Certain potential shares associated with these arrangements have been excluded from the computations and tables above as they are contingently issuable, and the contingency to which the issuance relates was not met at the end of the reporting period.

computations and tables above as they are contingently issuable, and the contingency to which the issuance relates was not met at the end of the reporting period.

Related-Party Transactions

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Both funds are Delaware limited partnerships and are both managed by Drive by DraftKings, LLC (“DBDK”).

As of March 31, 2026, the Company had invested a total of $ 13.5 million and $ 2.0 million of the total commitment in DBDK Venture Fund I, LP and DBDK Fund II, LP, respectively.

As of June 30, 2026, the Company had invested a total of $ 13.5 million and $ 3.7 million of the total commitment in DBDK Venture Fund I, LP and DBDK Fund II, LP, respectively.

The Company also provides office space and general operational support to DBDK, which is partially owned by DKFS, LLC, an equity-method affiliate in which the Company has a 49.9 % membership interest, in exchange for services-in-kind.

The operational support is primarily general and administrative services.

On each of March 30, 2026 and 2025, the Company renewed a one-year lease of an aircraft from an entity controlled by Mr.

On each of March 30, 2026 and 2025, the Company renewed a one-year lease of an aircraft from an entity solely owned by Mr.

Robins, pursuant to which Mr.

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The Company covered all operating, maintenance and other expenses associated with the aircraft.

and compensation committees of the Company’s Board of Directors approved this arrangement, as well as the Aircraft Leases, based on, among other things, the requirements of the overall security program that Mr.

Robins and his family fly private and the committees’ assessment that such an arrangement is more efficient and flexible and better ensures safety, confidentiality and privacy.

During the three months ended March 31, 2026 and 2025, the Company incurred $ 0.1 million of expense under the Aircraft Leases in each period.

The audit committee of the Company’s Board of Directors and the Board of Directors approved such arrangements, as well as the Aircraft Leases, based on, among other things, the requirements in certain executive officers’ security programs that such executives and their respective family members fly private and the audit committee’s and the Board of Directors’ assessment that such an arrangement is more efficient and flexible and better ensures safety, confidentiality and privacy.

During the three and six months ended June 30, 2026 and 2025, the Company incurred $ 0.1 million and $ 0.2 million of expense under the Aircraft Leases, respectively, in each period .

Commitments and Contingencies

Contractual Obligations and Contingencies

The Company is a party to several non-cancelable contracts with vendors where the Company is obligated to make future minimum payments under the terms of these contracts as follows:

The Company is a party to several non-cancelable contracts with vendors under which the Company is obligated to make future minimum payments under the terms of these contracts as follows:

Years Ending December 31,

From April 1, 2026 to December 31, 2026 $ 423,777

From July 1, 2026 to December 31, 2026 $ 290,252

Thereafter 40,908

Total $ 1,993,599

As of March 31, 2026, the Company has been issued $ 500.0 million in surety bonds at a combined annual premium cost of 0.5 %, which are held for certain regulators’ use and benefit in order for the Company to satisfy state license requirements.

As of June 30, 2026, the Company has been issued $ 510.0 million in surety bonds at a combined annual premium cost of 0.45 %, which are held for certain regulators’ use and benefit in order for the Company to satisfy state license requirements.

There have been no claims against such bonds, and the likelihood of future claims is remote.

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On July 30, 2024, the Company’s Board of Directors authorized the repurchase of an aggregate of up to $ 1.0 billion of the Company’s Class A common stock (the “Stock Repurchase Program”).

On November 6, 2025, our Board of Directors approved a $ 1.0 billion increase to our existing stock repurchase authorization, which brings the aggregate share repurchase authorization to $ 2.0 billion of our Class A common stock.

On November 6, 2025, our Board of Directors approved a $ 1.0 billion increase to our existing stock repurchase authorization, which increased the aggregate share repurchase authorization to $ 2.0 billion of our Class A common stock.

Under the Stock Repurchase Program, the Company may make repurchases of its Class A common stock through open market purchases, privately negotiated transactions or other transactions in accordance with applicable securities laws, subject to market conditions and other factors.

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The Company may enter into Rule 10b5-1 plans from time to time to facilitate repurchases of its Class A common stock in connection with its Stock Repurchase Program.

The Company repurchased 3.3 million shares and 3.7 million shares for $ 98.6 million and $ 142.3 million during the three months ended March 31, 2026 and 2025, respectively, under the Stock Repurchase Program.

The Company repurchased 2.3 million shares and 2.9 million shares for $ 55.6 million and $ 100.5 million during the three months ended June 30, 2026 and 2025, respectively, and 5.5 million shares and 6.5 million shares for $ 154.2 million and $ 242.7 million during the six months ended June 30, 2026 and 2025, respectively, under the Stock Repurchase Program.

Contingencies

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(v) there are significant factual issues to be resolved;

and/or (vi) there are novel legal issues or unsettled legal theories

to be presented or a large number of parties involved.

and/or (vi) there are novel legal issues or unsettled legal theories to be presented or a large number of parties involved.

Unless otherwise indicated, for each of the matters described below, management does not believe that, despite the potential for significant damages, and based on currently available information, the outcome of any specific matter will have a material adverse effect on our financial condition, though an outcome of a specific matter could be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

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The parties filed an agreed motion to extend the scheduling order seeking, among other things, to change the non-jury trial date to January 18, 2027.

On July 30, 2026, DraftKings and FanDuel each filed notices of nonsuit (without prejudice).

We intend to vigorously pursue our claims.

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On September 20, 2022, the court entered an order staying the pending motion to dismiss and staying all discovery pending final resolution of the petition for inter partes review through a final written decision.

On February 15, 2023, the District Court administratively terminated the lawsuit pending the PTAB’s

final written decision.

On February 15, 2023, the District Court administratively terminated the lawsuit pending the PTAB’s final written decision.

On January 29, 2024, the PTAB issued final written decisions in the IPRs, finding unpatentable all challenged claims of the ’243, ’543, and ’730 Patents.

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On March 14, 2023, the PTAB granted institution of all IPRs.

On March 12 and 13, 2024, the PTAB issued final written decisions in all pending IPRs finding all claims that were asserted in the litigation

unpatentable.

On March 12 and 13, 2024, the PTAB issued final written decisions in all pending IPRs finding all claims that were asserted in the litigation unpatentable.

Only two claims were not found unpatentable:

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On May 14, 2024, Arrow Gaming filed a Notice of Appeal of the IPR directed to the ’498 Patent.

On July 10, 2024, DraftKings filed a Notice of Appeal of the IPR directed to the ’205 Patent challenging the PTAB’s final written decision as to claim 18 of the ’205 Patent.

On July 10, 2024, DraftKings filed a Notice of Appeal of the IPR directed to the ’205 Patent challenging the PTAB’s final written decision as to

claim 18 of the ’205 Patent.

On April 15, 2026, the Federal Circuit issued a summary affirmance upholding the PTAB’s final written decision invalidating the asserted claims of the ’498 Patent.

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On September 9, 2025, DraftKings and FanDuel jointly moved to dismiss Steiner’s amended complaint.

On November 19, 2025, the Court granted the motion to dismiss the amended complaint with prejudice.

On November 19, 2025, the Circuit Court granted the motion to dismiss the amended complaint with prejudice.

Shareholder Derivative Litigation Related to Marketplace

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On October 10, 2025, DraftKings served its motion for summary judgment.

On February 18, 2026, the Court issued an order denying DraftKings’ motion for summary judgment on the Chapter 93A claim (Count I) but granted the motion on the Chapter 266 claim (Count II).

On February 18, 2026, the court issued an order denying DraftKings’ motion for summary judgment on the Chapter 93A claim (Count I) but granted the motion

on the Chapter 266 claim (Count II).

On March 10, 2026, plaintiffs filed a motion for reconsideration of the Order with respect to Count II, which the court denied on April 9, 2026.

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Among other things, plaintiff alleges that the Company’s “risk-free” and “no sweat” promotions, and the promotion that offered new customers an opportunity to earn up to 1,000 site credits as a sportsbook deposit match, as well as promotions that offered site credits in connection with a casino deposit match, were unfair, unconscionable, and misleading.

The plaintiff's complaint, as amended, asserts claims for violation

of the New Jersey Consumer Fraud Act (“CFA”), intentional misrepresentation, unjust enrichment, and conversion.

The plaintiff's complaint, as amended, asserts claims for violation of the New Jersey Consumer Fraud Act (“CFA”), intentional misrepresentation, unjust enrichment, and conversion.

Plaintiff seeks compensatory damages, punitive damages, attorney fees and costs.

Plaintiff seeks to certify a nationwide class of anyone who participated in the casino deposit match promotion and lost part or all of their initial deposit (with subclasses for New Jersey, Connecticut, Pennsylvania, Michigan, and West Virginia).

Plaintiff also seeks a statewide class of (i) anyone in New Jersey who allegedly opted into the “risk free” or “no sweat” promotion and lost a bet;

Plaintiff also seeks a statewide class of (i) anyone in New

Jersey who allegedly opted into the “risk free” or “no sweat” promotion and lost a bet;

and (ii) anyone in New Jersey who opened an account and deposited money while in New Jersey in response to the 1,000 new customer sportsbook deposit match promotion.

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On September 10, 2025, DraftKings filed a motion to dismiss the second amended complaint.

On November 19, 2025, the Court granted the motion in part and denied it in part, allowing plaintiffs’ CFA and common law fraud claims as to the “risk free” promotion to proceed, as well as an equitable fraud claim concerning the casino deposit match promotion.

On November 19, 2025, the District Court granted the motion in part and denied it in part, allowing plaintiffs’ CFA and common law fraud claims as to the “risk free” promotion to proceed, as well as an equitable fraud claim concerning the casino deposit match promotion.

DraftKings filed its answer to the second amended complaint on December 17, 2025.

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In response, on May 9, 2025, plaintiffs filed their first amended complaint (the “First Amended Complaint”).

On June 12, 2025, DraftKings filed a motion to dismiss the First

Amended Complaint.

On June 12, 2025, DraftKings filed a motion to dismiss the First Amended Complaint.

Plaintiffs filed their Opposition to the Motion to Dismiss on July 9, 2025, and DraftKings filed its reply on July 28, 2025.

On August 8, 2025, the court ordered the parties to provide a supplemental brief setting forth the basis for the court’s subject matter jurisdiction under the Class Action Fairness Act in light of the mandatory “local controversy exception” contained in 28 U.S.C.

contained in 28 U.S.C.

§1332(d)(4)(A).

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On February 26, 2026, the District Court denied DraftKings’ motion to certify.

On March 26, 2026, DraftKings filed a motion for reconsideration of the Court’s order denying certification, and on April 1, 2026, the District Court denied DraftKings’ motion for reconsideration.

On March 26, 2026, DraftKings filed a motion for reconsideration of the District Court’s order denying certification, and on April 1, 2026, the District Court denied DraftKings’ motion for reconsideration.

On June 1, 2026, the District Court referred the case to a magistrate judge for discovery supervision.

The Company intends to vigorously defend this case.

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In the complaint, Winview IP alleges that the defendants infringe nine patents:

11,185,770 (“the ’770 Patent”), entitled “Methodology for equalizing systemic latencies in television reception in connection with games of skill played in connection with live television programming,” U.S.

11,185,770 (“the ’770 Patent”), entitled “Methodology for equalizing systemic latencies in television reception

in connection with games of skill played in connection with live television programming,” U.S.

11,235,237 (“the ’237 Patent”), entitled “Methodology for equalizing systemic latencies in television reception in connection with games of skill played in connection with live television programming,” U.S.

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On January 16, 2026, DraftKings filed petitions for IPRs with the PTAB challenging the validity of the ’883 Patent and the ’189 Patent.

On January 20, 2026, DraftKings informed the District Court of the filing of the IPR petitions, and on January 21, 2026, the Court entered an order staying DraftKings’ motion to dismiss pending the final resolution of the IPRs through final written decision of the PTAB.

On January 20, 2026, DraftKings informed the District Court of the filing of the IPR petitions, and on January 21, 2026, the District Court entered an order staying DraftKings’ motion to dismiss pending the final resolution of the IPRs through final written decision of the PTAB.

On June 12, 2026, the PTAB denied institution of DraftKings’ IPR petition for the ’189 Patent.

On July 2, 2026, the PTAB granted institution of DraftKings’ IPR petition for the ’883 Patent.

The PTAB is expected to issue a final written decision on that IPR by July 2, 2027.

We intend to vigorously defend this case.

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On June 16, 2025, plaintiff filed its opposition to defendants’ motions to dismiss;

2025, the District of Columbia filed a brief in support of defendants’ motion to dismiss;

on June 23, 2025, the District of Columbia filed a brief in support of defendants’ motion to dismiss;

on July 7 2025, DraftKings filed its reply in support of its motion to dismiss and plaintiff filed its response to the District of Columbia’s brief;

and on July 14, 2025, the District of Columbia filed its reply.

and on July 14, 2025,

the District of Columbia filed its reply.

On September 24, 2025, the District of Columbia notified the court that the D.C.

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Code § 16-1702.

Plaintiff filed its notice of appeal to the United States Court of Appeals for the District of Columbia Circuit on April 9, 2026.

Plaintiff filed its notice of appeal to the United States Court of Appeals for the District of Columbia Circuit on April 9, 2026, and filed its opening brief on July 27, 2026.

The Company intends to vigorously defend this case.

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On June 6, 2025, the City filed a motion to remand the case to state court.

On November 10, 2025, the Court granted the plaintiff’s motion to remand.

On November 10, 2025, the District Court granted the plaintiff’s motion to remand.

On November 12, 2025, defendants filed a notice of appeal of the remand order, and on November 13, 2025, the state court stayed and administratively closed the case, subject to reopening once the appeal has been adjudicated.

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On April 18, 2025, plaintiffs Kenneth Macek, Matthew Harner, Avi Setton, Lionel Alicea, and Robert Walker, individually and on behalf of all others similarly situated, filed a purported class action complaint against DraftKings Inc., Crown PA Gaming Inc.

dba DraftKings, and Golden Nugget Online Gaming LLC in the United States District Court, Eastern District of Pennsylvania.

dba DraftKings, and Golden Nugget Online Gaming LLC (“Golden Nugget Online Gaming”) in the United States District Court, Eastern District of Pennsylvania.

Among other things, plaintiffs allege that the Company’s “risk-free” and “no sweat” promotions, and the promotion that offered new customers an opportunity to earn up to 1,000 site credits as a sportsbook deposit match, as well as promotions that offered site credits in connection with a casino deposit match, were unfair, unconscionable, and misleading (collectively, the “Promotions Claims”).

Plaintiffs also allege that DraftKings targets players with gaming addiction issues, including by assigning certain players with VIP hosts.

Plaintiffs assert causes of action for violation of the Pennsylvania Unfair Trade Practices and Consumer Protection Law, negligence, intentional misrepresentation, failure to warn, fraudulent

inducement, unjust enrichment, intentional infliction of emotional distress and conversion.

Plaintiffs assert causes of action for violation of the Pennsylvania Unfair Trade Practices and Consumer Protection Law, negligence, intentional misrepresentation, failure to warn, fraudulent inducement, unjust enrichment, intentional infliction of emotional distress and conversion.

Plaintiffs seek, among other things, unspecified compensatory damages, punitive damages, attorney fees and costs.

Plaintiffs seek to certify a nationwide class relating to the Promotions Claims, of:

Plaintiffs seek to

certify a nationwide class relating to the Promotions Claims, of:

(i) anyone who participated in the casino deposit match promotion and lost part or all of their initial deposit (with a Pennsylvania subclass);

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On March 23, 2026, the District Court granted the motion as to all claims and dismissed all claims with prejudice (except for a conversion claim of one plaintiff, which it transferred to Pennsylvania state court), and ordered the case closed.

On April 17, 2026, plaintiffs filed a notice of appeal.

On April 17, 2026, plaintiffs filed a notice of appeal, and on July 7, 2026, plaintiffs filed their opening appellate brief and a motion to certify a question of state law to the Pennsylvania Supreme Court.

The Company intends to vigorously defend this case.

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On July 15, 2025, plaintiffs Kenneth Macek, Matthew Harner, Avi Setton, Lionel Alicea, and Robert Walker, individually and on behalf of all others similarly situated, filed a purported class action complaint against DraftKings Inc., Crown PA Gaming Inc.

dba DraftKings, and Golden Nugget Online Gaming LLC in the United States District Court, Eastern District of Pennsylvania.

Plaintiffs seek, among other things, unspecified compensatory damages, punitive damages, attorney fees and costs.

Plaintiffs seek to certify a nationwide class of (i) anyone who participated in DraftKings or Golden Nugget’s casino deposit match promotion and lost part or all of their initial deposit (with a Pennsylvania subclass);

(ii) anyone who allegedly opted into DraftKings’ “risk free” or “no sweat” promotion and lost their bet (with a Pennsylvania subclass);

and (iii) anyone who allegedly deposited money in response to DraftKings’ $1,000 new customer sportsbook deposit match promotion (with a Pennsylvania subclass).

Plaintiffs bring consumer protection, fraud, and unjust enrichment claims.

dba DraftKings, and Golden Nugget Online Gaming in the United States District Court, Eastern District of Pennsylvania.

Among other things, plaintiffs allege that the Company’s “risk-free” and “no sweat” promotions (collectively, the “No Risk Promotions”), and the promotion that offered new customers an opportunity to earn up to 1,000 site credits as a sportsbook deposit match (the “Sportsbook Deposit Promotion”), as well as DraftKings’ and Golden Nugget Online Gaming’s respective promotions that offered site credits in connection with a casino deposit match (collectively, the “Casino Deposit Promotion”), were unfair, unconscionable, and misleading.

Plaintiffs bring consumer protection, fraud, and unjust enrichment claims seeking, among other things, unspecified compensatory damages, punitive damages, attorney fees and costs.

Plaintiffs seek to certify a nationwide class of (i) anyone who participated in DraftKings’ or Golden Nugget Online Gaming’s Casino Deposit Promotion and lost part or all of their initial deposit (with a Pennsylvania subclass);

(ii) anyone who allegedly opted into DraftKings’ No Risk Promotions and lost their bet (with a Pennsylvania subclass);

and (iii) anyone who allegedly deposited money in response to DraftKings’ $1,000 Sportsbook Deposit Promotion (with a Pennsylvania subclass).

On September 16, 2025, DraftKings filed its motion to dismiss.

On September 30, 2025, plaintiffs filed their response, in which they withdrew two of their three fraud claims and their request for injunctive relief.

On September 30, 2025, plaintiffs filed their response, in which they withdrew two of their three fraud claims.

On October 7, 2025, DraftKings filed its reply.

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On April 8, 2026, the District Court granted in part and denied in part DraftKings’ motion to dismiss.

The District Court granted the motion to dismiss as to the Unfair Trade Practices and Consumer Protection La (“UTPCPL”) (consumer protection) claim relating to the Casino Deposit Match Promotion (Count I) without prejudice for failure to plead an “ascertainable loss.” The District Court granted the motion to dismiss the intentional misrepresentation claims as to the Casino Deposit Promotion (Count II) with prejudice as to two plaintiffs (Macek and Setton), without prejudice as to one plaintiff (Harner), and denied the motion as to a four th plaintiff (Alicea).

The District Court denied the motion to dismiss the UTPCPL claim as to the Risk-Free and No Sweat Promotions as to all plaintiffs (Count III).

The District Court granted the motion to dismiss the UTPCPL claim relating to the $1,000 Sportsbook Deposit Promotion (Count IV) without prejudice for failure to plead an “ascertainable loss”.

The District Court granted the motion to dismiss the intentional misrepresentation claims related to the Risk-Free and No Sweat Promotion (Count V) and the $1,000 Sportsbook Deposit Promotion (Count VI) with prejudice as time-barred.

The District Court granted the motion to dismiss the unjust enrichment claim (Count VII) to the extent based on the $1,000 Sportsbook Deposit Promotion without prejudice but not as to the Casino Deposit Match Promotion and Risk-Free and No Sweat Promotion.

The Court denied the motion to consolidate as moot given that it granted the motion to dismiss Macek I.

The District Court gave plaintiffs leave to file an amended complaint by May 13, 2026.

The District Court denied the motion to consolidate as moot given that it granted the motion to dismiss Macek I.

On May 13, 2026, plaintiffs filed a first amended complaint (“FAC”).

On May 27, 2026, DraftKings filed a motion to dismiss the FAC, which the court denied on June 17, 2026.

As a result, the case will proceed with the following claims:

(1) violation of Pennsylvania’s Unfair Trade Practices and Consumer Protection Law based on the Casino Deposit Promotion (Count I), No Risk Promotions (Count III), and Sportsbook Deposit Promotion (Count IV);

(2) an intentional misrepresentation claim based on the Casino Deposit Promotion only (Count II);

(3) and an unjust enrichment claim (Count V) based on the Casino Deposit Promotion, No-Risk Promotions, and Sportsbook Deposit Promotion.

Counts I, II, and V are asserted against Golden Nugget Online Gaming in addition to DraftKings Inc.

and Crown PA Gaming Inc.

Defendants filed an answer on July 15, 2026.

An initial pretrial conference is scheduled for August 26, 2026.

The Company intends to vigorously defend this case.

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Plaintiffs claim that these contests amount to unlawful lotteries, games of chance, or sports betting and that DraftKings falsely represents these services as lawful in California, including through misleading public statements and platform disclosures.

Plaintiffs bring claims under California’s Unfair Competition Law and Consumer Legal Remedies Act, and seek, among other things, injunctive relief, restitution, disgorgement, and attorneys’ fees and costs.

Plaintiffs bring claims under California’s Unfair Competition Law (“UCL”) and Consumer Legal Remedies Act (“CLRA”), and seek, among other things, injunctive relief, restitution, disgorgement, and attorneys’ fees and costs.

Plaintiffs seek to represent a purported class of all California residents who allegedly placed a bet or wager on DraftKings’ alleged Daily Fantasy Sports and Pick6 gambling websites while physically located in California.

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On August 1, 2025, plaintiff Moore voluntarily dismissed his case without prejudice;

and upon motion by the plaintiff, the Court ordered that the case is now entitled Zhen v.

and upon motion by the plaintiff, the District Court ordered that the case is now entitled Zhen v.

On August 11, 2025, DraftKings filed its motion to dismiss, and on December 19, 2025, the court granted the motion to dismiss without prejudice.

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Plaintiffs’ First Amended Complaint asserts nine causes of action arising from DraftKings’ alleged operation and marketing of its Daily Fantasy Sports and Pick6 offerings to users located in California.

Plaintiffs bring claims under California’s Unfair Competition Law and the Consumer Legal Remedies Act, and they added federal civil RICO claims under 18 U.S.C.

Plaintiffs bring claims under the UCL and the CLRA, and they added federal civil RICO claims under 18 U.S.C.

§§ 1962(c) and 1962(d) (with civil remedies under § 1964(c)) asserted both against the three individual defendants and separately against all defendants (DraftKings Inc., Crown Gaming Inc., and those individuals).

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Penal Code § 496 (receipt of stolen property), and a claim for declaratory relief (28 U.S.C.

Plaintiffs seek injunctive and declaratory

relief, restitution and other equitable relief, and, as pleaded, damages.

On March 30, 2026, DraftKings and the newly added defendants filed motions to dismiss the First Amended Complaint, which motions remain pending.

Plaintiffs seek injunctive and declaratory relief, restitution and other equitable relief, and, as pleaded, damages.

On March 30, 2026, DraftKings and the newly added defendants filed motions to dismiss the First Amended Complaint.

On July 29, 2026, the District Court dismissed with prejudice all claims seeking monetary relief, including the RICO, Statute of Anne, and California Penal Code § 496 claims, as well as the damages/restitution components of the UCL and CLRA claims,

holding that California public policy bars recovery of gambling losses absent express statutory authorization.

The only remaining substantive claims are the UCL and CLRA claims seeking prospective declaratory and injunctive relief against DraftKings.

The District Court also granted the motion to dismiss filed by Crown Gaming Inc.

and the individual defendants, dismissing all claims against those defendants with prejudice.

The Company intends to vigorously defend this case.

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Product Liability Matters

Beginning on March 24, 2026, the first of six lawsuits focused primarily on product liability claims was filed by individual plaintiffs in state courts in Massachusetts and Pennsylvania against DraftKings Inc., FanDuel, Inc., and related individuals and entities, and in certain instances other third parties.

Beginning on March 24, 2026, the first of fourteen lawsuits focused primarily on product liability claims was filed by individual plaintiffs in state courts in Massachusetts, Illinois, New Jersey and Pennsylvania against DraftKings Inc., and its related individuals and entities, and in certain instances, FanDuel, Inc., and other third parties.

The complaints allege, among other things, that DraftKings’ online betting platforms are defectively designed and unreasonably dangerous because they allegedly incorporate features intended to encourage continuous betting and compulsive gaming.

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The complaints assert various claims under state tort and statutory laws and assert claims for personal monetary losses and actual, compensatory, statutory and/or punitive damages for alleged emotional, financial and physical harms.

The cases are at an early stage, and DraftKings has not yet responded to the complaints.

DraftKings has filed preliminary objections in four of the Pennsylvania cases.

The Company intends to vigorously defend these cases.

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12,406,284, entitled “Mobile device proximity tracking for selective content delivery and formatting” (collectively, the “Interactive Games Patents”).

The Company has not yet responded to the complaint.

On June 23, 2026, the Company filed a motion to dismiss, which remains pending.

We intend to vigorously defend this case.

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and certain FanDuel-related entities in the United States District Court for the Southern District of New York.

The plaintiffs allege, among other things, that DraftKings’ online sports wagering platform is improperly designed and unreasonably dangerous because it allegedly incorporates features intended to encourage compulsive gaming.

Plaintiffs further allege that DraftKings engaged in deceptive and unfair conduct through the use of targeted promotions, bonus bet promotions, repeated notifications, and data-driven personalization.

Plaintiffs assert claims for violation of New York General Business Law §§ 349 and 350, negligence, and unjust enrichment.

Plaintiffs seek, among other things, unspecified compensatory damages, restitution, disgorgement, injunctive relief, attorneys’ fees and costs.

Plaintiffs seek to certify a nationwide class and a New York subclass of users who allegedly maintained sportsbook accounts on defendants’ sportsbook platforms, were exposed to their promotions, live or in-game betting features, or repeated wagering communications and who deposited money, placed wagers or suffered losses on the platforms.

The plaintiffs allege, among other things, that DraftKings’ online sports wagering platform is improperly designed and operated and incorporates features intended to encourage compulsive gaming.

The plaintiffs further allege that DraftKings engaged in deceptive and unfair conduct through the use of targeted promotions, bonus bet promotions, repeated notifications, and data-driven personalization.

The plaintiffs assert claims for violation of New York General Business Law §§ 349 and 350, negligence, and unjust enrichment.

The plaintiffs seek, among other things, unspecified compensatory damages, restitution, disgorgement, injunctive relief, attorneys’ fees and costs.

The plaintiffs seek to certify a nationwide class and a New York subclass of users who allegedly maintained sportsbook accounts on defendants’ sportsbook platforms, were exposed to their promotions, live or in-game betting features, or repeated wagering communications and who deposited money, placed wagers or suffered losses on the platforms.

On August 17, 2026, the District Court intends to hold a hearing to determine whether defendants may file a motion to dismiss.

The Company intends to vigorously defend this case.

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Any adverse outcome in this matter could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows.

National Collegiate Athletic Association

On March 20, 2026, the National Collegiate Athletic Association (“NCAA”) filed a complaint against DraftKings in the U.S.

District Court for the Southern District of Indiana.

Plaintiff alleges, among other things, that DraftKings’ use of “March Mania,” “March Madness,” “Elite 8,” and “Final 4” on DraftKings Network and in DraftKings’ sportsbook platform constitutes trademark infringement, unfair competition, and dilution under the federal Lanham Act.

On March 23, 2026, plaintiff filed a motion for a temporary restraining order seeking to prevent DraftKings from using certain alleged NCAA trademarks during the then-pending NCAA college basketball tournaments.

On March 26, 2026, the District Court denied plaintiff’s motion, holding that, although plaintiff had shown a sufficient likelihood of success on the merits on the preliminary record, the NCAA

failed to show irreparable harm in view of the widespread use of the same phrases by DraftKings and numerous third parties over many years.

In an amended complaint filed on June 5, 2026, plaintiff added new allegations asserting similar claims with respect to the NCAA’s alleged “Sweet 16” trademark.

Plaintiff seeks declaratory and injunctive relief, as well as disgorgement, damages, treble damages, and attorney’s fees and costs.

On June 22, 2026, DraftKings filed its answer to the amended complaint.

The Company intends to vigorously defend this case.

Any adverse outcome in this matter could subject the Company to substantial damages and/or require alterations to the Company’s business.

The Company cannot provide any assurance as to the outcome of this matter.

The Company cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.

The Company also cannot provide an estimate of the possible loss or range of loss.

Any adverse outcome in this matter could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows.

On July 28, 2026, plaintiff Michael Chan filed a putative class action complaint against DraftKings Inc.

and GUS III LLC (“GUS III”) in the U.S.

District Court for the District of Massachusetts.

Plaintiff alleges, among other things, that DraftKings Predictions offers unlawful sports betting.

Specifically, Plaintiff alleges that event contracts on sporting events are unlawful in Alabama, California, Florida, Georgia, Minnesota, New Mexico, South Carolina, and Texas (the “Relevant States”).

Plaintiff asserts claims against DraftKings and GUS III for unjust enrichment and violation of California’s Unfair Competition Law.

Plaintiff seeks to represent classes of (1) all persons in the Relevant States who spent money allegedly wagering on sports on DraftKings Predictions;

and (2) all persons in California who spent money allegedly wagering on sports on DraftKings Predictions.

Plaintiff seeks declaratory and injunctive relief, damages, restitution and disgorgement.

DraftKings has not yet been served or responded to the complaint.

The Company intends to vigorously defend this case.

Any adverse outcome in this matter could subject the Company to substantial damages and/or require alterations to the Company’s business.

The Company cannot provide any assurance as to the outcome of this matter.

The Company cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.

The Company also cannot provide an estimate of the possible loss or range of loss.

Any adverse outcome in this matter could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows.

On July 29, 2026, plaintiff James M.

Hughes filed a complaint against DraftKings Inc., GUS III LLC d/b/a DraftKings Predictions, and several other defendants, in the Court of Common Pleas for Charleston County, South Carolina.

Plaintiff alleges, among other things, that defendants operate unlawful sports prediction markets in South Carolina through platforms that facilitate sports event contracts, which plaintiff contend constitute illegal sports gambling under South Carolina law.

Plaintiff brings the action pursuant to South Carolina's Statute of Anne (S.C.

§ 32-1-20), which plaintiff contends authorizes any person to seek recovery of alleged illegal gambling losses on behalf of South Carolina residents who did not commence suit within the statutory period.

Plaintiff seeks an accounting of all qualifying losses, statutory recovery of those losses, treble damages, attorneys' fees and costs, declaratory relief, injunctive relief, and other relief authorized by statute.

DraftKings has not yet responded to the complaint.

The Company intends to vigorously defend this case.

Any adverse outcome in this matter could subject the Company to substantial damages and/or require alterations to the Company’s business.

The Company cannot provide any assurance as to the outcome of this matter.

The Company cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.

The Company also cannot provide an estimate of the possible loss or range of loss.

Any adverse outcome in this matter could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows.

On August 3, 2026, Plaintiffs Jason Gordon, Arie Weissman, and Johnny Harris filed a putative class action complaint against DraftKings Inc.

and GUS III LLC in the U.S.

District Court for the District of Massachusetts.

Plaintiffs allege, among other things, that DraftKings Predictions offers unlawful sports betting.

Specifically, Plaintiff alleges that event contracts on sporting events are unlawful in Alabama, Alaska, California, Florida, Georgia, Hawaii, Idaho, Nebraska, New Mexico, North Dakota, Oklahoma, Rhode Island, South Carolina, Texas, and Utah (the “Relevant States”).

Plaintiffs assert claims against DraftKings and GUS III for unjust enrichment and for violations of Massachusetts’s gambling loss recovery statute, Mass.

137, § 1, Massachusetts’s consumer protection act, Mass.

93A, Texas’s gaming laws, Tex.

Penal Code § 47.01, Texas’s Deceptive Trade Practices Act, California’s Gambling Control Act, and California’s Unfair Competition Law.

Plaintiff seeks to represent classes of (1) all persons in the Relevant States who spent money by purchasing sports-related event contracts on DraftKings Predictions;

and (2) all persons in each of the Relevant States who spent money by purchasing sports-related event contracts on DraftKings Predictions.

Plaintiff seeks declaratory and injunctive relief, damages, punitive damages, statutory damages, multiple damages, attorneys’ fees, restitution, disgorgement, and an accounting.

DraftKings has not yet responded to the complaint.

The Company intends to vigorously defend this case.

Any adverse outcome in this matter could subject the Company to substantial damages and/or require alterations to the Company’s business.

The Company cannot provide any assurance as to the outcome of this matter.

The Company cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages.

The Company also cannot provide an estimate of the possible loss or range of loss.

Any adverse outcome in this matter could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows.

Other Litigation

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Certain examinations have progressed further in the administrative process.

The Company continues to dispute the assessments and is actively pursuing

administrative remedies and intends to vigorously defend its positions.

The Company continues to dispute the assessments and is actively pursuing administrative remedies and intends to vigorously defend its positions.

The Company is unable to predict the outcome of these proceedings at this time and cannot reasonably estimate the potential loss or range of loss, if any.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements