DraftKings Inc. Class A Common Stock

Capital structure and performance · Financial performance volatility

We have a history of losses and we may not be consistently profitable in the future. We achieved profitability on a net income basis for the year ended December 31, 2025. However, we have historically experienced cumulative net losses and negative cash flows from operations.

International and currency · International operations and emerging markets

Certain of our operations are in non-U.S. jurisdictions and are subject to the economic, political, regulatory, and other risks of international operations. We conduct business in numerous countries that carry high levels of currency, political, compliance and economic risk. For example, we have offices in Ukraine and Israel, and the military conflict between Russia and Ukraine and conflicts or geopolitical instability in the Middle East and any business interruptions or other spillover effects from such conflicts could adversely affect our operations.

Capital structure and performance · Debt management and refinancing

We have substantial debt outstanding and may incur additional debt. As of December 31, 2025, our total long-term debt was approximately $1,835.6 million, net of issuance costs. Our debt levels could have significant consequences, including making it more difficult to satisfy our obligations and requiring us to devote a substantial portion of our cash to make payments on our debt.

International and currency · Foreign exchange and currency exposure

Our non-U.S. operations expose us to foreign currency transaction risks. As a result, changes in the valuation of the U.S. dollar in relation to other currencies could have positive or negative effects on our profit and financial position.

Market and investment · Trading and market making activities

Participation in the sports betting industry exposes us to trading, liability management and pricing risk. We may experience lower than expected profitability and potentially significant losses as a result of a failure to determine accurately the odds in relation to any particular event.

Data and privacy · Cross border data transfer regulations

There is also a risk that it may become more difficult to make cross-border transfers of personal data, as a result of diverging data protection regimes in the territories where our customers are located and the territories where our operations are based.

Data and privacy · Regulatory investigations and penalties

We have been, and continue to be, the subject of governmental investigations and inquiries with respect to the operation of our businesses, and we could be subject to future governmental investigations and inquiries, legal proceedings and enforcement actions.

Strategic execution · Merger acquisition and divestiture risks

We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate acquired businesses into our Company or otherwise manage the growth and complexity associated with multiple acquisitions.

Strategic execution · Geographic expansion and market entry

To expand into new jurisdictions, we may need to be licensed and obtain approvals of our product offerings. This is a time-consuming process that can be costly. Any delays in obtaining or difficulty in maintaining regulatory approvals needed for expansion within existing jurisdictions or into new jurisdictions can negatively affect our opportunities for growth.

Market position and competition · Industry consolidation and market concentration

There has also been considerable consolidation among competitors in the entertainment and gaming industries, and such consolidation and future consolidation could result in the formation of larger competitors with increased financial resources and altered cost structures.

Innovation and product development · Time to market and commercialization risks

We may introduce significant changes to our existing technology and product offerings or develop and introduce new and unproven products and services, with which we have little or no prior development or operating experience. The process of developing new product offerings and systems is inherently complex and uncertain.

Supply chain and procurement · Supplier operation and dependance

We rely on third-party payment processors to process deposits and withdrawals made by our users, and if we cannot manage our relationships with such third parties and other payment-related risks, our business, financial condition, results of operations and prospects could be adversely affected.

Human capital and workforce · Talent acquisition and retention

Continued growth and success will depend on the performance of our current and future employees, including certain key employees. Recruitment and retention of these individuals is vital to growing our business and meeting our business plans.

Human capital and workforce · Key personnel dependence and succession

We depend on a limited number of key personnel to manage and operate our business, including DraftKings' co-founders, our Chief Financial Officer and our Chief Legal Officer. The departure, death or disability of any one of our executive officers or other extended or permanent loss of any of their services could have a material adverse effect on our business.

Economic and market conditions · Economic recession and downturns

Economic recessions have had, and may continue to have, far reaching adverse consequences across many industries, including the global entertainment and gaming industries, which may adversely affect our business and financial condition. Ongoing or intensifying economic weakness, including recessions, economic slowdowns, uncertainties in the global financial markets and other adverse economic conditions, including inflation, changes in monetary policy and volatile interest rates, may result in a material adverse effect on our business.

Economic and market conditions · Market volatility and financial crises

The global and U.S. economies experienced tepid growth immediately following the global financial crisis in 2008 – 2009 and more recently experienced a period of increased volatility during the global COVID-19 pandemic.

Stakeholder relations · Investor relations and market confidence

The trading price of our Class A common stock has been, and will likely continue to be, volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control.

Corporate governance · Board composition and independence

Because we are a 'controlled company' under The Nasdaq Stock Market listing standards, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

Stakeholder relations · Customer satisfaction and loyalty

Users may stop using our product offerings at any time, including if the quality of the user experience, such as our support capabilities in the event of a problem, does not meet their expectations or keep pace with the quality of the customer experience generally offered by competitive product offerings.

Technology infrastructure · Network connectivity and telecommunications

If internet service providers experience service interruptions, including because of cybersecurity incidents, or due to an event causing an unusually high volume of internet use, communications over the internet may be interrupted and impair our ability to conduct our business.