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Form 8-K

sec.gov

8-K — Rush Street Interactive, Inc.

Accession: 0001793659-26-000050

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001793659

SIC: 7990 (SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rsi-20261028.htm (Primary)

EX-99.1 (rsi-20260930exhibit991.htm)

GRAPHIC (image_0a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: rsi-20261028.htm · Sequence: 1

rsi-20261028

0001793659FALSE00017936592026-10-282026-10-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 28, 2026

RUSH STREET INTERACTIVE, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-39232 84-3626708

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

Identification No.)

900 N. Michigan Avenue, Suite 950

Chicago, Illinois 60611

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (773) 893-5855

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share RSI The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02    Results of Operations and Financial Condition.

On October 28, 2026, Rush Street Interactive, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2026.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 2.02. The information and exhibit contained in this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release, dated October 28, 2026, reporting financial results for the third quarter ended September 30, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RUSH STREET INTERACTIVE, INC.

By: /s/ Kyle Sauers

Name: Kyle Sauers

Title: President and Chief Financial Officer

Dated: October 28, 2026

EX-99.1

EX-99.1

Filename: rsi-20260930exhibit991.htm · Sequence: 2

Document

Exhibit 99.1

`

RUSH STREET INTERACTIVE ANNOUNCES THIRD QUARTER 2026 RESULTS AND REITERATES FULL YEAR GUIDANCE

- Quarterly Revenue of $385.9 Million, up 39% Year-over-Year -

- Quarterly Net Income of $28.7 Million, up 93% Year-over-Year -

- Quarterly Adjusted EBITDA of $62.2 Million, up 73% Year-over-Year -

- Record Quarterly Monthly-Active-Users in North America -

- Reiterating Full Year 2026 Revenue and Adjusted EBITDA Guidance -

CHICAGO – October 28, 2026 – Rush Street Interactive, Inc. (NYSE: RSI) (“RSI”), a leading online casino and sports betting company in the United States and the rest of the Americas, today announced financial results for the third quarter ended September 30, 2026.

Third Quarter 2026 Highlights

•Revenue was $385.9 million, an increase of 39%, compared to $277.9 million during the third quarter of 2025.

•Net income was $28.7 million, an increase of 93%, compared to $14.8 million during the third quarter of 2025.

•Adjusted EBITDA1 was $62.2 million, an increase of 73%, compared to $36.0 million during the third quarter of 2025, demonstrating continued operating leverage.

•Adjusted sales and marketing expense1 was $54.7 million, representing 14.2% of revenue.

•Monthly Active Users (“MAU”) totaled 907,881, an increase of 42% compared to the third quarter of 2025.

◦MAUs in North America were 300,572, an increase of 34% year-over-year.

◦MAUs in Latin America (which includes Mexico) were 607,308, an increase of 46% year-over-year.

•Average Revenue per Monthly Active User (“ARPMAU”) in North America was $309 during the third quarter of 2026 while ARPMAU in Latin America (which includes Mexico) was $58.

Richard Schwartz, Chief Executive Officer of RSI, said, “Our third quarter results demonstrated the scale we’ve built into our business model. We grew revenues 39% while demonstrating continued operating leverage, even as we invested more in marketing where we saw attractive returns. Online casino remains the engine of our profitability, and we’re pleased to have reached a new quarterly record this period for monthly active users in North America.

“In Latin America, revenue growth continues to be strong on both a gross and net basis, and we are encouraged that customers who joined us during the World Cup continue to play across our products. In Alberta, we are now more than three months into our launch, and while we expect the ramp to be gradual, we’re excited about the opportunities in this new market.

“We enter the fourth quarter with a strong balance sheet, a scalable profitability model, continued marketing efficiency, and the flexibility to be opportunistic on how we invest in long-term growth.”

1 This is a non-GAAP financial measure. Please see “Non-GAAP Financial Measures” for more information about this non-GAAP financial measure and “Reconciliations of GAAP to Non-GAAP Financial Measures” for any applicable reconciliation of the most comparable measure calculated in accordance with GAAP to this non-GAAP financial measure.

1

Guidance

The Company is reiterating its Revenue and Adjusted EBITDA1 guidance for the full year ending December 31, 2026.

Revenue for full year 2026 is expected to be in the range of $1.56 and $1.60 billion, representing year-over-year growth of 38% to 41%.

Adjusted EBITDA for full year 2026 is expected to be in the range of $245 and $265 million, representing year-over-year growth of 59% to 72%.

These guidance ranges reflect our confidence in the underlying strength of our business, while incorporating prudent assumptions about market maturation and competitive dynamics. Additional assumptions include that (i) only operations in live jurisdictions as of today’s date are included, and (ii) RSI continues to operate in markets in which it is live today under similar tax structures, including the temporary emergency 16% tax decree in Colombia.

Earnings Conference Call and Webcast Details

RSI will host a conference call and audio webcast to discuss the third quarter 2026 financial results today at 6:00 p.m. Eastern Time (5:00 p.m. Central Time). A question-and-answer session will follow the prepared remarks.

The conference call may be accessed by dialing 1-833-461-5787 (Toll Free) or 1-585-542-9983 (Local). For international callers, please reference https://help.events.q4inc.com/eahc/international-dial-in-numbers. The conference call access code is 667719786

A live audio webcast of the earnings conference call may be accessed on RSI’s website at ir.rushstreetinteractive.com, along with a copy of this press release and an investor slide presentation. The audio webcast and investor slide presentation will be available on RSI’s investor relations website until at least November 30, 2026.

About Rush Street Interactive

RSI is a trusted online gaming and sports entertainment company focused on markets in the United States, Canada and Latin America. Through its brands, BetRivers, PlaySugarHouse and RushBet, RSI was an early entrant in many regulated jurisdictions. It currently offers real-money mobile and online operations in fifteen U.S. states: New Jersey, Pennsylvania, Indiana, Colorado, Illinois, Iowa, Michigan, Virginia, West Virginia, Arizona, New York, Louisiana, Maryland, Ohio and Delaware, as well as in the regulated international markets of Colombia, Canada (Alberta and Ontario), Mexico and Peru. RSI offers, through its proprietary online gaming platform, some of the most popular online casino games and sports betting options in the United States. Founded in 2012 by gaming industry veterans, RSI was named the 2025 EGR LatAm Awards Operator of the Year – North LatAm, the EGR North America Awards Customer Services Operator of the Year five years in a row (2020-2024), the SBC Latinoamérica Awards 2024 Casino Operator of the Year, the 2022 EGR North America Awards Operator of the Year and Social Gaming Operator of the Year, and the 2021 Sportsbook Operator of the Year. RSI was also the first U.S.-based online casino and sports betting operator to receive RG Check iGaming Accreditation from the Responsible Gaming Council. For more information, visit www.rushstreetinteractive.com.

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Non-GAAP Financial Measures

In addition to providing financial measurements based on accounting principles generally accepted in the United States of America (“GAAP”), this press release includes certain financial measures that are not prepared in accordance with GAAP, including Adjusted EBITDA, Adjusted Operating Costs and Expenses, Adjusted Earnings Per Share, Adjusted Net Income and Adjusted Weighted Average Common Shares Outstanding, each of which is a non-GAAP performance measure that RSI uses to supplement its results presented in accordance with GAAP. A reconciliation of each such non-GAAP financial measure to the most directly comparable GAAP financial measure can be found below. RSI believes that presentation of these non-GAAP financial measures provides useful information to investors regarding RSI’s results of operations and operating performance, as they are similar to measures reported by its public competitors and are regularly used by securities analysts, institutional investors and other interested parties in analyzing operating performance and prospects. These non-GAAP financial measures are not intended to be considered in isolation or as a substitute for any GAAP financial measures and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

By providing full year 2026 Adjusted EBITDA guidance, RSI provided its expectation of a forward-looking non-GAAP financial measure. Information reconciling full year 2026 Adjusted EBITDA to its most directly comparable GAAP financial measure, net income (loss), is unavailable to RSI without unreasonable effort due to, among other things, the inherent difficulty in forecasting and quantifying the comparable GAAP measure and the applicable adjustments and other amounts that would be necessary for such a reconciliation, and certain of these amounts are outside of RSI’s control and may be subject to high variability or complexity. Preparation of such reconciliations would also require a forward-looking balance sheet, statement of operations and statement of cash flows, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to RSI without unreasonable effort. RSI provides a range for its Adjusted EBITDA forecast that it believes will be achieved; however, RSI cannot provide any assurance that it can predict all of the components of the Adjusted EBITDA calculation. RSI provides a forecast for Adjusted EBITDA because it believes that Adjusted EBITDA, when viewed with RSI’s results calculated in accordance with GAAP, provides useful information for the reasons noted herein. However, Adjusted EBITDA is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to net income (loss) or cash flow from operating activities or as an indicator of operating performance or liquidity.

RSI defines Adjusted EBITDA as net income (loss) before interest, income taxes, depreciation and amortization, share-based compensation, adjustments for certain one-time or non-recurring items and other adjustments. Adjusted EBITDA excludes certain expenses that are required in accordance with GAAP because certain expenses are either non-cash or are not related to our underlying business performance.

RSI defines Adjusted Operating Costs and Expenses as RSI’s GAAP operating costs and expenses adjusted to exclude the impacts of share-based compensation, certain one-time or non-recurring items and other adjustments. Adjusted Operating Costs and Expenses excludes certain expenses that are required in accordance with GAAP because certain expenses are either non-cash or are not related to our underlying business performance.

RSI defines Adjusted Earnings Per Share as Adjusted Net Income divided by Adjusted Weighted Average Common Shares Outstanding. Adjusted Net Income is defined as net income (loss) attributable to Rush Street Interactive, Inc. as used in the diluted earnings (loss) per share

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calculations, adjusted for the reallocation of net income (loss) attributable to non-controlling interests, share-based compensation, certain one-time or non-recurring items and other adjustments. Adjusted Weighted Average Common Shares Outstanding is defined as the weighted average number of common shares outstanding as used in the diluted earnings (loss) per share calculation, adjusted for the assumed conversion of the non-controlling interest’s Rush Street Interactive, LP Class A units to Class A common stock of RSI on a one-to-one basis and incremental shares from assumed conversion of stock options and restricted stock units not otherwise included in the diluted earnings (loss) per share calculation.

RSI includes these non-GAAP financial measures because management uses them to evaluate RSI’s core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Management believes that these non-GAAP financial measures provide investors with useful information on RSI’s past financial and operating performance, enable comparison of financial results from period-to-period where certain items may vary independent of business performance, and allow for greater transparency with respect to metrics used by RSI’s management in operating our business. Management also believes these non-GAAP financial measures are useful in evaluating our operating performance compared to that of other companies in our industry, as these metrics generally eliminate the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance.

Key Metrics

RSI provides certain key metrics, including MAUs and ARPMAU, in this press release. RSI defines MAUs as the number of unique users per month who have placed at least one real-money bet across one or more of our online casino, poker, or online sports betting offerings, and it defines ARPMAU as average revenue divided by average MAUs for the applicable period.

The numbers RSI uses to calculate MAUs and ARPMAU are based on internal RSI data. While these numbers are based on what RSI believes to be reasonable judgments and estimates of its customer base for the applicable period of measurement, there are inherent challenges in measuring usage and engagement with respect to RSI’s online offerings across its customer base. Such challenges and limitations may also affect RSI’s understanding of certain details of its business. In addition, RSI’s key metrics and related estimates, including the definitions and calculations of the same, may differ from estimates published by third parties or from similarly titled metrics of its competitors due to differences in operations, offerings, methodology and access to information. RSI regularly reviews, and may adjust its processes for calculating, its internal metrics to improve their accuracy.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. RSI's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," “propose”, "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, statements regarding revenue and Adjusted EBITDA guidance, RSI’s future results of operations, financial condition, cash flows or profitability (whether on a GAAP or non-GAAP basis), currency fluctuations, RSI’s strategic plans and focus, anticipated launches or withdrawals of RSI’s current or new offerings in existing or future jurisdictions, player growth and

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engagement, product initiatives, outcomes of current or future regulatory developments and the objectives of management for future operations. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside RSI's control and are difficult to predict. Factors that may cause such differences include, without limitation: changes in applicable laws and regulations, applicable taxes and tax rates; RSI’s ability to manage and sustain growth; RSI’s ability to execute its business plan, meet its projections and obtain relevant market access and/or gaming licenses; unanticipated product or service delays; new or competitive products offered by RSI’s competitors; general economic and market conditions impacting the demand for RSI’s products and services; economic and market conditions in the gaming, entertainment and leisure industry in the markets in which RSI operates; the potential adverse effects of general economic conditions, inflation and interest rates and unemployment on RSI’s liquidity, operations and personnel; and other risks and uncertainties indicated from time to time in RSI's filings with the SEC. RSI cautions that the foregoing list of factors is not exclusive. RSI cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. RSI does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

Media Contacts:

Lisa Johnson

lisa@lisajohnsoncommunications.com

Investor Contact:

ir@rushstreetinteractive.com

5

Rush Street Interactive, Inc.

Condensed Consolidated Statements of Operations

(Unaudited and in thousands, except per share data)

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

(Unaudited) (Unaudited) (Unaudited) (Unaudited)

Revenue $ 385,851  $ 277,911  $ 1,149,988  $ 809,535

Operating costs and expenses

Costs of revenue 245,434  183,466  737,746  528,496

Sales and marketing 56,001  39,043  153,278  118,314

General and administrative 29,614  25,746  93,355  74,505

Depreciation and amortization 12,149  10,188  33,950  29,506

Total operating costs and expenses 343,198  258,443  1,018,329  750,821

Income from operations 42,653  19,468  131,659  58,714

Other income (expense)

Interest income, net 4,137  2,555  10,569  6,435

Change in tax receivable agreement liability —  —  —  (113,037)

Total other income (expense) 4,137  2,555  10,569  (106,602)

Income (loss) before income taxes 46,790  22,023  142,228  (47,888)

Income tax expense (benefit) 18,118  7,177  58,050  (102,775)

Net income 28,672  14,846  84,178  54,887

Net income attributable to non-controlling interests 16,838  8,791  51,728  26,825

Net income attributable to Rush Street Interactive, Inc. $ 11,834  $ 6,055  $ 32,450  $ 28,062

Earnings per common share attributable to Rush Street Interactive, Inc. – basic $ 0.10  $ 0.06  $ 0.30  $ 0.30

Weighted average common shares outstanding – basic 115,708,955  96,223,133  109,657,744  95,051,128

Earnings per common share attributable to Rush Street Interactive, Inc. – diluted $ 0.10  $ 0.06  $ 0.28  $ 0.23

Weighted average common shares outstanding – diluted 120,847,062  236,373,831  114,358,682  234,958,924

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Rush Street Interactive, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited and in thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

(Unaudited) (Unaudited) (Unaudited) (Unaudited)

Net income $ 28,672  $ 14,846  $ 84,178  $ 54,887

Other comprehensive income

Foreign currency translation adjustment, net of tax 2,676  3,683  13,087  9,759

Comprehensive income 31,348  18,529  97,265  64,646

Comprehensive income attributable to non-controlling interests 18,371  11,185  59,516  33,214

Comprehensive income attributable to Rush Street Interactive, Inc. $ 12,977  $ 7,344  $ 37,749  $ 31,432

7

Rush Street Interactive, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited and in thousands)

Nine Months Ended

September 30,

2026 2025

(Unaudited) (Unaudited)

Cash flows from operating activities

Net income $ 84,178  $ 54,887

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and amortization expense 33,950  29,506

Share-based compensation expense 21,423  21,290

Deferred income taxes 15,490  (121,409)

Noncash lease expense 875  740

Change in tax receivable agreement liability —  113,037

Changes in operating assets and liabilities:

Players’ receivables 1,169  (6,603)

Due from affiliates 1,398  804

Prepaid expenses and other assets (6,072) (4,506)

Accounts payable, accrued expenses and other liabilities (10,988) 4,087

Players’ liabilities 1,911  4,082

Net cash provided by operating activities 143,334  95,915

Cash flows from investing activities

Internally developed software costs (23,746) (21,612)

Acquisition of license fee intangible assets (5,069) (3,178)

Acquisition of other intangible assets (4,980) (2,458)

Purchases of property and equipment (1,482) (590)

Proceeds from short-term investments 1,219  —

Purchases of short-term investments —  (1,029)

Net cash used in investing activities (34,058) (28,867)

Cash flows from financing activities

Payments for employee taxes related to shares withheld (30,940) (24,400)

Repurchase and retirement of Class A Common Stock (28,800) —

Repurchase of Class A Common Stock (13,528) (7,634)

Principal payments of finance leases and other financing obligations (5,112) (2,369)

Tax distributions to non-controlling interests (2,904) —

Payments of tax receivable agreement liability (1,066) —

Proceeds from exercise of stock options 980  —

Net cash used in financing activities (81,370) (34,403)

Effect of exchange rate changes on cash, cash equivalents and restricted cash 17,501  12,152

Net change in cash, cash equivalents and restricted cash 45,407  44,797

Cash, cash equivalents and restricted cash, at the beginning of the period (1)

340,504  232,756

Cash, cash equivalents and restricted cash, at the end of the period (1)

$ 385,911  $ 277,553

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Nine Months Ended

September 30,

2026 2025

(Unaudited) (Unaudited)

Supplemental disclosure of noncash investing and financing activities:

Right-of-use assets obtained in exchange for new or modified operating lease liabilities $ —  $ 487

Right-of-use assets obtained in exchange for new or modified finance lease liabilities $ 2,828  $ 3,482

Allocation of equity and non-controlling interests upon changes in RSILP ownership $ 19,151  $ 5,192

Employee tax liability related to shares withheld in Other Current Liabilities $ 149  $ 1,921

Investing activities in Accounts Payable and Accrued Expenses $ 643  $ 336

Acquisition of license fee intangible assets through recognition of a financing obligation $ 2,038  $ —

Re-issuance of treasury stock under the equity compensation plan $ 7,634  $ —

Supplemental disclosure of cash flow information:

Cash paid for income taxes $ 37,659  $ 29,369

Cash paid for interest $ 618  $ 695

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Rush Street Interactive, Inc.

Reconciliations of GAAP to Non-GAAP Financial Measures

(Unaudited and in thousands)

Adjusted EBITDA:

Three Months Ended

September 30, Nine Months Ended

September 30,

($ in thousands) 2026 2025 2026 2025

Net income $ 28,672  $ 14,846  $ 84,178  $ 54,887

Interest income, net (4,137) (2,555) (10,569) (6,435)

Income tax expense (benefit) 18,118  7,177  58,050  (102,775)

Depreciation and amortization 12,149  10,188  33,950  29,506

Share-based compensation expense 7,414  6,379  21,423  21,290

Change in tax receivable agreement liability —  —  —  113,037

Adjusted EBITDA $ 62,216  $ 36,035  $ 187,032  $ 109,510

Adjusted Operating Costs and Expenses:

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

GAAP operating costs and expenses:

Costs of revenue $ 245,434  $ 183,466  $ 737,746  $ 528,496

Sales and marketing 56,001  39,043  153,278  118,314

General and administrative 29,614  25,746  93,355  74,505

Depreciation and amortization 12,149  10,188  33,950  29,506

Total operating costs and expenses $ 343,198  $ 258,443  $ 1,018,329  $ 750,821

Non-GAAP operating cost and expense adjustments:

Costs of revenue1

$ (87) $ (81) $ (239) $ (223)

Sales and marketing1

(1,318) (969) (3,785) (5,248)

General and administrative1

(6,009) (5,329) (17,399) (15,819)

Depreciation and amortization —  —  —  —

Total non-GAAP operating cost and expense adjustments $ (7,414) $ (6,379) $ (21,423) $ (21,290)

Adjusted operating costs and expenses:

Costs of revenue $ 245,347  $ 183,385  $ 737,507  $ 528,273

Sales and marketing 54,683  38,074  149,493  113,066

General and administrative 23,605  20,417  75,956  58,686

Depreciation and amortization 12,149  10,188  33,950  29,506

Total adjusted operating costs and expenses $ 335,784  $ 252,064  $ 996,906  $ 729,531

1Non-GAAP Operating Costs and Expense Adjustments include Share-based compensation expense.

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Rush Street Interactive, Inc.

Reconciliations of GAAP to Non-GAAP Financial Measures

(Unaudited and in thousands, except share and per share data)

Adjusted Net Income, Adjusted Weighted Average Common Shares Outstanding and Adjusted Earnings Per Share:

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Adjusted net income

Net income attributable to Rush Street Interactive, Inc. – basic

$ 11,834  $ 6,055  $ 32,450  $ 28,062

Effect of diluted securities:

Increase to net income attributable to non-controlling interests —  8,791  —  26,825

Net income attributable to Rush Street Interactive, Inc. - diluted 11,834  14,846  32,450  54,887

Adjustments:

Net income attributable to non-controlling interest(1)

16,838  —  51,728  —

Share-based compensation expense 7,414  6,379  21,423  21,290

Change in tax receivable agreement liability —  —  —  113,037

Deferred tax benefit associated with initial recognition of deferred tax asset —  —  —  (121,107)

Adjusted net income $ 36,086  $ 21,225  $ 105,601  $ 68,107

Adjusted weighted-average common shares outstanding

Weighted-average common shares outstanding – basic

115,708,955  96,223,133  109,657,744  95,051,128

Adjustments:

Incremental shares from assumed conversion of stock options and restricted stock units 5,138,107  7,869,982  4,700,938  6,700,806

Conversion of weighted-average RSILP units to Class A Common Shares —  132,280,716  —  133,206,990

Weighted-average common shares outstanding - diluted 120,847,062  236,373,831  114,358,682  234,958,924

Adjustments:

Conversion of weighted-average RSILP units to Class A Common Shares(1)

115,990,399  —  122,035,568  —

Adjusted weighted-average common shares outstanding 236,837,461  236,373,831  236,394,250  234,958,924

Adjusted earnings per share

Earnings per common share attributable to Rush Street Interactive, Inc. – basic $ 0.10  $ 0.06  $ 0.30  $ 0.30

Earnings per common share attributable to Rush Street Interactive, Inc. – diluted $ 0.10  $ 0.06  $ 0.28  $ 0.23

Adjusted earnings per share $ 0.15  $ 0.09  $ 0.45  $ 0.29

(1) Adjusted net income includes the reallocation of net income attributable to non-controlling interests that is not otherwise included in net income attributable to Rush Street Interactive, Inc. - diluted. Adjusted weighted-average common shares outstanding includes the assumed conversion of weighted-average RSILP units to Class A Common Shares that is not otherwise included in Weighted-average common shares outstanding - diluted.

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Rush Street Interactive, Inc.

Condensed Consolidated Balance Sheets

(Unaudited and in thousands, except share and per share data)

September 30,

2026 December 31,

2025

(Unaudited)

ASSETS

Current assets

Cash and cash equivalents $ 381,910  $ 336,256

Restricted cash 4,001  4,248

Players’ receivables 14,938  15,859

Due from affiliates 18,549  19,947

Prepaid expenses and other current assets 36,768  30,481

Total current assets 456,166  406,791

Intangible assets, net 81,630  76,436

Property and equipment, net 9,142  7,740

Deferred tax assets, net 273,018  157,862

Other assets 8,649  9,683

Total assets $ 828,605  $ 658,512

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable $ 31,487  $ 41,585

Accrued expenses 97,804  81,514

Players’ liabilities 50,123  47,669

Other current liabilities 26,436  39,506

Total current liabilities 205,850  210,274

Tax receivable agreement liability, non-current 243,389  128,819

Other non-current liabilities 16,993  15,928

Total liabilities 466,232  355,021

Commitments and contingencies

Stockholders’ equity

Class A common stock, $0.0001 par value, 750,000,000 shares authorized as of September 30, 2026 and December 31, 2025, respectively; 115,955,422 and 100,691,255 shares issued as of September 30, 2026 and December 31, 2025, respectively; 115,348,275 and 99,958,236 shares outstanding as of September 30, 2026 and December 31, 2025, respectively

12  10

Class V common stock, $0.0001 par value, 200,000,000 shares authorized as of September 30, 2026 and December 31, 2025, respectively; 115,830,345 and 129,609,532 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively

12  13

Treasury stock, at cost; 607,147 and 733,019 shares as of September 30, 2026 and December 31, 2025, respectively

(6,750) (3,177)

Additional paid-in capital 264,708  251,579

Accumulated other comprehensive income 7,497  1,431

Accumulated deficit (70,171) (102,621)

Total stockholders’ equity attributable to Rush Street Interactive, Inc. 195,308  147,235

Non-controlling interests 167,065  156,256

Total stockholders’ equity 362,373  303,491

Total liabilities and stockholders’ equity $ 828,605  $ 658,512

12

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