Liberman Paul 4

What Happened
Paul Liberman, Director (President, Operations) at DraftKings (DKNG), exercised 400,000 stock options on Feb 18, 2026, paying $3.29 per share for a total exercise cost of $1,316,000. He also received 51,464 shares from vested RSUs (net after tax withholding), had 22,273 shares withheld to cover taxes (value reported $484,660), gifted 200,000 shares to a family revocable trust, and transferred 588,074 shares to another revocable trust for which he is lifetime beneficiary and sole trustee. Additionally, on Feb 17, 2026 he was granted 531,208 RSUs that vest quarterly over four years.

Key Details

• Dates & prices:
  • Feb 18, 2026: Exercised 400,000 options at $3.29 — cash paid $1,316,000. (Derivative exercise)
  • Feb 13, 2026: 51,464 RSU shares vested; 22,273 shares withheld for taxes (withheld value ~$484,660).
  • Feb 18, 2026: Gifted 200,000 shares to the Rachel Nager Liberman 2015 Revocable Trust (no sale/proceeds).
  • Feb 17, 2026: Granted 531,208 RSUs (vesting quarterly over 4 years).
  • Feb 13–18, 2026: Transfer of 588,074 shares to the Paul Liberman 2015 Revocable Trust (no sale/proceeds).
• Shares owned after transaction: Not explicitly stated in this Form 4.
• Footnotes of note:
  • F2: RSUs convert 1:1 to Class A common stock; net shares received after withholding were 51,464.
  • F3/F4: Transfers/gifts were to revocable trusts (no purchases or sales).
  • F5/F7: Options exercised were from 2018 grants; exercise price and tax withholdings were paid in cash.
  • F6: New RSU grant vests over time.
• Filing timeliness: Form 4 filed Feb 18, 2026. Given the Feb 13–18 transaction window and the Feb 16 federal holiday (President’s Day), this filing appears timely (within the two-business-day requirement).

Context

• Option exercise: Liberman paid the exercise price in cash (not a cashless sale). The exercise converted options into shares rather than an immediate open‑market sale.
• Gifts and trust transfers: The 200,000-share gift and the 588,074-share transfer to revocable trusts are not sales and do not necessarily indicate a change in market sentiment. They are typically estate/planning moves.
• RSU grant: The 531,208 RSU award granted Feb 17 will vest over four years and is a future contingent right to shares (1 RSU = 1 share upon vesting).

Transaction codes (for quick reference): A = Award/Grant, M = Option exercise/conversion, G = Gift, F = Tax withholding.