Kalish Matthew 4
4 · DraftKings Inc. · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
DraftKings (DKNG) Director Matthew Kalish Enters Prepaid Forward for 1.91M Shares
What Happened Matthew Kalish, a director of DraftKings Inc. (DKNG), entered into a prepaid variable forward contract on May 15, 2026. Under the agreement he will receive $31,720,935.66 (paid May 18, 2026) in exchange for the obligation to deliver up to 1,912,236 Class A shares on a settlement (maturity) date after May 18, 2029. The filing treats the transaction as a derivative disposition: Kalish pledged 1,912,236 shares as security, retained voting rights during the pledge term, and is required to pay the economic equivalent of dividends to the buyer.
Key Details
- Transaction date reported: May 15, 2026 (cash payment scheduled May 18, 2026; settlement/maturity after May 18, 2029).
- Cash received up front: $31,720,935.66.
- Base Amount (shares pledged/subject to settlement): 1,912,236 Class A shares.
- Price mechanics at settlement (per filing):
- If Settlement Price ≤ $19.20 (Floor): deliver the full Base Amount.
- If $19.20 < Settlement Price < $40.00 (Cap): deliver fewer shares per the Floor/Settlement Price ratio.
- If Settlement Price ≥ $40.00: deliver shares per the contract’s capped formula (see filing).
- Voting rights: retained by Kalish during the pledge; economic dividends are paid to the buyer.
- Filing timeliness: reported on Form 4 dated May 15, 2026 (no late filing indicated).
- Shares owned after transaction: not disclosed in the provided filing excerpt.
Context A prepaid variable forward lets an insider monetize equity now (cash up front) while deferring delivery of shares to a future date with the final share amount tied to the stock price at maturity. This is a derivative transaction (not an open‑market sale) and does not by itself indicate the insider’s view on the stock; it’s commonly used for liquidity or tax/financial planning.
Insider Transaction Report
- OtherSwap
Forward Sale Contract (obligation to sell)
[F1][F2][F3]2026-05-15−1,912,236→ 1,912,236 total→ Class A Common Stock (1,912,236 underlying)
Footnotes (3)
- [F1]On May 15, 2026, the Reporting Person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the Reporting Person to deliver to the buyer up to an aggregate 1,912,236 shares (the "Base Amount") of the Issuer's Class A Common Stock on a settlement date following May 18, 2029 (the "Maturity Date"). In exchange for assuming this obligation, the Reporting Person will receive a cash payment of $31,720,935.66 on May 18, 2026. The Reporting Person pledged 1,912,236 shares of the Issuer's Class A Common Stock (the "Pledged Shares") to secure his obligations under the contract, and retained voting rights in the Pledged Shares during the term of the pledge, but is obligated to pay to the buyer the economic benefits of dividends during the term of the pledge.
- [F2]The number of shares of the Issuer's Class A Common Stock to be delivered by the Reporting Person to the buyer on the settlement date is to be generally determined as follows: (a) if the closing price of shares of the Issuer's Class A Common Stock on the Maturity Date (the "Settlement Price") is less than $40.00 ("Cap Level") but greater than $19.20 ("Floor Level"), the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount multiplied by a ratio equal to the Floor Level divided by the Settlement Price; (continued on footnote 3 to this Form 4)
- [F3](Continued from footnote 2 to this Form 4) (b) if the Settlement Price is equal to or greater than the Cap Level on the Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Level and (B) the excess, if any, of the Settlement Price over the Cap Level, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Level on the Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount.