
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or For the transition period from ________ to ________. DRAFTKINGS INC.(Exact name of registrant as specified in its charter) 87-2764212 (State or other jurisdiction of incorporation ororganization) 222 Berkeley Street, 5th FloorBoston, MA 02116(Address of principal executive offices) (Zip Code) (617) 986-6744(Registrant’s telephone number, including area code) Securities Registered Pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes ý No ¨ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes ýNo ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule 405 of Registration S-T (§232.405 of this chapter) during the preceding 12 months (orfor such shorter period that the registrant was required to submit such files). Yes ýNo ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransitionperiod for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysisof incentive-based compensation received by any of the registrant's executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ¨No ý The aggregate value of voting and non-voting stock held by non-affiliates of the registrant as of June 28, 2024,the last business day of the registrant's most recently completed second fiscal quarter, was $16.6 billion based uponthe closing price reported for such date on the Nasdaq Global Select Market. As of February 12, 2025, there were 489,956,221 shares of the registrant’s Class A common stock, par value$0.0001 per share, and 393,013,951 shares of the registrant’s Class B common stock, par value $0.0001 per share,outstanding. Documents Incorporated by Reference: Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, or the ProxyStatement, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K,are incorporated by reference in Part III. Except with respect to information specifically incorporated by reference inthis Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof. TABLE OF CONTENTS Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments43Item 1C.Cybersecurity43Item 2.Properties44Item 3.Legal Proceedings44Item 4.Mine Safety Disclosures44Part II.Item 5.Market for the Registrant's Common Equity, Related StockholderMatters and Issuer Purchases of Equity Securities45Item 6.[Reserved]46Item 7.Management's Discussion and Analysis of Financial Condition andResults of Operations47Item 7A.Quantitative and Qualitative Disclosures About Market Risks61Item 8.Financial Statements and Supplementary Data61Item 9.Changes in and Disagreements with Accountants on Accountingand Financial Disclosure61Item 9A.Controls and Procedures61Item 9B.Other Information62Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections63Part III.Item 10.Directors, Executive Officers and Corporate Governance64Item 11.Executive Compensation64Item 12.Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters64Item 13.Certain Relationships and Rela