rsi-20260413

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:



☒			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under §240.14a-12

Rush Street Interactive, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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RUSH STREET INTERACTIVE, INC.

900 N. Michigan Avenue, Suite 950

Chicago, Illinois 60611

[ ]

Dear Stockholders of Rush Street Interactive, Inc.:

On behalf of the Board of Directors, you are cordially invited to attend the 2026 annual meeting of stockholders of Rush Street Interactive, Inc., a Delaware corporation (“RSI”, the “Company,” “we,” “us,” or “our”), which will be held on June 3, 2026, at 9:00 a.m., Central Time (10:00 a.m., Eastern Time).

After careful consideration we have determined that the annual meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance. You or your proxyholder will be able to attend and submit questions and vote at the annual meeting by visiting https://www.cstproxy.com/rushstreetinteractive/2026 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting.

Your vote is important to us. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Please act as soon as possible to vote your shares. You may vote your shares on the Internet or by returning your signed proxy card that you received in the mail in the envelope provided. You may also vote your shares online during the Annual Meeting. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Rush Street Interactive, Inc.:

The annual meeting of stockholders (the “Annual Meeting”) of Rush Street Interactive, Inc. (“RSI”) will be held at 9:00 a.m., Central Time (10:00 a.m., Eastern Time), on June 3, 2026. We have determined that the Annual Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance. You are cordially invited to attend the Annual Meeting online by visiting https://www.cstproxy.com/rushstreetinteractive/2026 and using a control number assigned by Continental Stock Transfer & Trust Company. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “General Information About the Annual Meeting and Voting — How can I attend and vote at the Annual Meeting?”

The Annual Meeting is being held to:

1.elect Neil Bluhm, Jack Markell, Niccolo de Masi and Thomas Winter as Class III directors to serve for a three-year term ending at the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

2.ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for fiscal year 2026;

3.approve amendments to the Second Amended and Restated Certificate of Incorporation (the “Charter”) to (a) provide for officer exculpation as permitted by Delaware law, and (b) make certain clarifying changes to the director removal process (the “Charter Amendments”); and

4.transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

These items of business are described in the Proxy Statement that follows this notice. Holders of record of shares of RSI’s Class A common stock, par value $0.0001 per share, and/or shares of Class V common stock, par value $0.0001 per share, as of the close of business on [ ], 2026 are entitled to notice of, and to vote at, the Annual Meeting, or any continuation, postponement or adjournment thereof. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to CorporateSecretary@rushstreetinteractive.com, stating the purpose of the request and providing proof of ownership of RSI stock. The list of these stockholders will also be available on the bottom of your screen during the Annual Meeting after entering the 12-digit control number included on your proxy card or on the materials provided by your bank or broker.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet or by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have received a proxy card, instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote electronically, even if you have previously submitted your proxy. We encourage stockholders to submit their proxy by Internet or mail.

By Order of the Board of Directors,

Selden Ross

Corporate Secretary

[ ], 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 3, 2026: This notice of Annual Meeting, the related proxy statement and our 2025 Annual Report on Form 10-K are available at https://www.cstproxy.com/rushstreetinteractive/2026.

TABLE OF CONTENTS




GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			1

PROPOSAL NO. 1 - ELECTION OF DIRECTORS			6

PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			11

REPORT OF THE AUDIT COMMITTEE			13

EXECUTIVE OFFICERS			14

CORPORATE GOVERNANCE			15

DIRECTOR COMPENSATION			20

COMPENSATION DISCUSSION AND ANALYSIS			21

COMPENSATION COMMITTEE REPORT			26

EXECUTIVE COMPENSATION TABLES			27

PROPOSAL NO. 3 - APPROVAL OF AMENDMENTS TO THE C HARTER			39

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			41

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			43

HOUSEHOLDING INFORMATION			46

TRANSFER AGENT AND REGISTRAR			46

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			46

WHERE YOU CAN FIND MORE INFORMATION			47

APPENDIX A			49

RUSH STREET INTERACTIVE, INC.

900 N. Michigan Avenue, Suite 950

Chicago, Illinois 60611

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 3, 2026

This proxy statement (this “Proxy Statement”) and our annual report for the fiscal year ended December 31, 2025 (the “Annual Report” and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board”) of Rush Street Interactive, Inc. in connection with our 2026 annual meeting of stockholders (the “Annual Meeting”). The Board is soliciting your proxy to vote at our Annual Meeting (or at any postponement or adjournment of the meeting). This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about [ ], 2026.

As used herein, the terms “Company,” “RSI,” “we,” “us,” or “our” refer to Rush Street Interactive, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

The following questions and answers briefly address some commonly asked questions about the Annual Meeting, the proposals to be presented at the Annual Meeting, and how voting with respect to the Annual Meeting works. The following questions and answers do not include all the information that is important to our stockholders. We urge our stockholders to carefully read this entire Proxy Statement, including the other documents referred to herein.

Q: When and where will the Annual Meeting be held?

A: The Annual Meeting will be held on Wednesday, June 3, 2026 at 9:00 a.m., Central Time (10:00 a.m., Eastern Time), unless the Annual Meeting is adjourned. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting https://www.cstproxy.com/rushstreetinteractive/2026 and entering your 12-digit control number included in your proxy card or on the instructions that accompanied your proxy materials. Stockholder questions or comments are welcome, but we will only answer questions pertinent to Annual Meeting matters, subject to time constraints. Questions regarding personal matters and statements of advocacy are not pertinent to Annual Meeting matters and therefore will not be addressed. Questions or comments that are substantially similar may be grouped and answered together to avoid repetition.

If you lose your 12-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions or access the list of stockholders as of the close of business on [ ], 2026 (the “Record Date”). Please note that you will only be able to access the Annual Meeting by means of remote communication.

Q: What proposals are stockholders being asked to vote upon?

A: We are requesting that our stockholders vote at the Annual Meeting upon the following proposals described in this Proxy Statement:

•Proposal No. 1: Election of Neil Bluhm, Jack Markell, Niccolo de Masi and Thomas Winter as Class III directors to serve for a three-year term ending at the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.

•Proposal No. 2: Ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for fiscal year 2026.

•Proposal No. 3: Approve the Charter Amendments.

Except as described above, we do not intend to bring any business before the meeting other than that set forth in the Notice of Annual Meeting of Stockholders and described in this Proxy Statement. However, if any other business should properly come before the meeting, the person named in the proxy card intends to vote in accordance with their best judgment on that business and on any matters dealing with the conduct of the meeting pursuant to the discretionary authority granted in the proxy.

Q: Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?

A: As of the date this Proxy Statement went to print, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the meeting or any adjournment or postponement thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the person named in your proxy card will have the discretion to vote on those matters for you.

Q: What does it mean if I receive more than one set of proxy materials?

A: It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials please submit your proxy via the Internet or by signing, dating and returning the enclosed proxy card in the enclosed envelope.

Q: Who is entitled to vote at the Annual Meeting?

A: Holders of record of shares of our Class A Common Stock and holders of shares of our Class V common stock, par value $0.0001 per share (the “Class V Common Stock” and together with our Class A Common Stock, our “Common Stock”), as of the Record Date will be entitled to notice of, and to vote at, the Annual Meeting and any continuation, postponement or adjournment thereof. At the close of business on the Record Date, there were [ ] shares of our Class A Common Stock issued and outstanding and entitled to vote and [ ] shares of our Class V Common Stock issued and outstanding and entitled to vote. Each share of our Common Stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.

You will need to obtain your own Internet access if you choose to attend the Annual Meeting online and/or vote over the Internet. To attend and participate in the Annual Meeting, you will need the 12-digit control number included in your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact Continental Stock Transfer & Trust Company (“Continental”) to obtain your 12-digit control number or otherwise vote through the bank or broker. If you lose your 12-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. The meeting webcast will begin promptly at 9:00 a.m., Central Time (10:00 a.m., Eastern Time). We encourage you to access the meeting prior to the start time. Online check-in will begin 15 minutes before the start time of the meeting, and you should allow ample time for the check-in procedures.

Q: What is the difference between being a “record holder” and holding shares in “street name”?

A: A record holder (also called a “registered holder”) holds shares in his, her or its name. Shares held in “street name” refer to shares that are held on the holder’s behalf in the name of a bank, broker or other nominee.

Q: What do I do if my shares are held in “street name”?

A: If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The proxy materials have been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

Q: How many shares must be present to transact business at the Annual Meeting?

A: A quorum of our stockholders must be present at the Annual Meeting for any business to be conducted. The holders of a majority in voting power of our capital stock issued and outstanding and entitled to vote, present in person or by means of remote communication (which would include presence at the virtual Annual Meeting), or represented by proxy, constitutes a quorum. If you authorize a proxy to vote electronically or you sign and return your paper proxy card, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials.

Abstentions and broker non-votes will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.

Q: What are “broker non-votes”?

A: A “broker non-vote” occurs when shares held by a broker, bank or other nominee in “street name” for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion.

Under current New York Stock Exchange (“NYSE”) interpretations that govern broker non-votes, Proposal Nos. 1 and 3 are considered non-discretionary matters, and a broker will lack the authority to vote uninstructed shares at its discretion on these proposals. However, Proposal No. 2 is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

Q: What if a quorum is not present at the Annual Meeting?

A: If a quorum is not present or represented by proxy at the scheduled time of the Annual Meeting, (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present electronically or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

Q: How do I vote my shares without attending the Annual Meeting?

A: We recommend that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote electronically. If you are a stockholder of record, there are two ways to vote by proxy:

•by Internet—You can vote over the Internet at www.cstproxyvote.com by following the instructions on the proxy card; or

•by Mail—You can vote by mail by signing, dating and mailing the proxy card that you have received by mail.

Internet voting facilities for stockholders of record are available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 3, 2026.

If your shares are held in the name of a bank, broker or other holder of record (i.e., in “street name”), you will receive instructions on how to vote from the bank, broker or holder of record. You must follow the instructions of such bank, broker or holder of record in order for your shares to be voted.

Q: Why hold a virtual meeting?

A: We believe that hosting a virtual meeting is in the best interest of the Company and its stockholders and will enable increased stockholder attendance and participation because stockholders can participate from any location around the world while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting.

Q: How can I attend and vote at the Annual Meeting?

A: We will be hosting the Annual Meeting via live webcast. Any stockholder can attend the Annual Meeting live online at https://www.cstproxy.com/rushstreetinteractive/2026. If you were a stockholder as of the Record Date, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below:

•Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at https://www.cstproxy.com/rushstreetinteractive/2026.

•Assistance with questions regarding how to attend and participate via the Internet will be provided at https://www.cstproxy.com/rushstreetinteractive/2026 on the day of the Annual Meeting.

•Webcast starts promptly at 9:00 a.m., Central Time (10:00 a.m., Eastern Time).

•You will need your 12-digit control number to enter the Annual Meeting.

•Stockholders may submit questions while attending the Annual Meeting via the Internet.

•Webcast replay of the Annual Meeting will be available for at least thirty days following the Annual Meeting.

To attend and participate in the Annual Meeting, you will need the 12-digit control number included in your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact Continental to obtain your 12-digit control number or otherwise vote through the bank or broker. If you lose your 12-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date. The meeting webcast will begin promptly at 9:00 a.m., Central Time (10:00 a.m., Eastern Time). We encourage you to access the meeting prior to the start time. Online check-in will begin 15 minutes before the meeting start time, and you should allow ample time for the check-in procedures.

Q: What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

A: We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

Q: How does the Board recommend that I vote?

A: The Board recommends that you vote:

•FOR the election of Neil Bluhm, Jack Markell, Niccolo de Masi and Thomas Winter as Class III directors to serve for a three-year term ending at the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.

•FOR the ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for fiscal year 2026.

•FOR the approval of the Charter Amendments.

Q: What vote is required to approve each proposal at the Annual Meeting?

A: The following votes are required for each proposal at the Annual Meeting:

•Proposal No. 1 – Election of Directors: The election of the four director nominees requires a plurality of the votes cast by holders of the Class A Common Stock and holders of the Class V Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, voting as a single class. This means that the nominees receiving the highest number of affirmative “FOR” votes will be elected as directors. If any nominee for director receives a greater number of votes “withheld” than votes “for” such election, our Corporate Governance Guidelines require that such person must promptly tender within five days following the certification of the stockholder vote his or her resignation to the Board following certification of the vote. The voting options for this proposal are “FOR ALL”, “WITHHOLD ALL” or “FOR ALL EXCEPT”. Votes that are “WITHHELD” with respect to one or more director nominees will result in the respective nominee receiving fewer votes, but will not count as votes against a nominee and will have no effect on the outcome of the election of those nominees because directors are elected by plurality voting. Broker discretionary voting is not allowed for this proposal as this is not considered a discretionary matter, thus broker non-votes are not considered votes cast and will have no effect on the election of the director nominees.

•Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm: The ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of the holders of at least a majority of the Class A Common Stock and Class V Common Stock, voting together as a single class, present (in person or represented by proxy) and entitled to vote. The voting options for this proposal are “FOR”, “AGAINST” or “ABSTAIN”. A vote marked as an “Abstention” will have the same effect as a vote “against” the proposal. Broker discretionary voting is allowed for this proposal as this is considered a discretionary matter, thus brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.

•Proposal No. 3 - Amendments to the Charter: The approval of the Charter Amendments requires an affirmative vote of the holders of at least a majority of the total voting power of all the outstanding shares of Class A Common Stock and Class V Common Stock, voting together as a single class, and entitled to vote generally in the election of directors. The voting options for this proposal are “FOR”, “AGAINST” or “ABSTAIN”. A vote marked as “Abstention” will have the same effect as a vote “against” the proposal. Broker discretionary voting is not allowed for this proposal as this is not considered a discretionary matter, thus broker non-votes are not considered votes cast and will have no effect on this proposal.

As of the Record Date, Messrs. Neil Bluhm and Richard Schwartz (and the trusts and entities controlled by each of them, respectively) collectively beneficially owned and had the right to vote approximately [ ] of the outstanding shares of our Common Stock (representing approximately [ ]% of the voting power). Messrs. Neil Bluhm and Schwartz have advised us that they intend to vote all such shares for each of the four director nominees listed herein, for the ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for fiscal year 2026 and for approval of the Charter Amendments. As a result, we are assured a quorum at the Annual Meeting and the passage of Proposals No. 1 through 3.

Q: What if I do not specify how my shares are to be voted?

A: If you submit a proxy but do not indicate any voting instructions, the person named as proxy will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth above, as well as within the description of each proposal in this Proxy Statement.

Q: Who will count the votes?

A: Representatives of Continental will tabulate the votes, and a representative of Continental will act as inspector of election.

Q: Can I revoke or change my vote after I submit my proxy?

A: Yes. Whether you have voted by Internet or mail, if you are a stockholder of record, you may change your vote and revoke your proxy at any time prior to its exercise at the Annual Meeting by:

•sending a written statement to that effect to the attention of our Corporate Secretary at our corporate offices or by electronic mail at CorporateSecretary@rushstreetinteractive.com;

•properly submitting a later proxy via Internet;

•properly submitting a duly executed proxy bearing a later date; or

•voting your shares electronically at the virtual Annual Meeting.

If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy at the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

Your most recent proxy card or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to us before your proxy is voted or you vote electronically at the Annual Meeting.

Q: Who is soliciting my proxy?

A: Our Board is sending you this Proxy Statement in connection with the Board’s solicitation of proxies for use at the Annual Meeting or any adjournment or postponement thereof. Certain of our directors, officers and employees also may solicit proxies on the Board’s behalf, as described below.

Q: Who will pay for the cost of this proxy solicitation?

A: We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

Q: What happens if I sell my shares of Common Stock before the Annual Meeting?

A: The Record Date for the Annual Meeting is earlier than the date of the Annual Meeting. If you transfer your shares after the Record Date, but before the Annual Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Annual Meeting with respect to such shares.

Q: Who can help answer my questions?

A: If you have questions about the Annual Meeting, the Proxy Statement or the proposals contained in the Proxy Statement, or if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact:

Rush Street Interactive, Inc.

Attn: Corporate Secretary

900 N. Michigan Avenue, Suite 950

Chicago, IL 60611

CorporateSecretary@rushstreetinteractive.com

In addition, this proxy statement and our 2025 Annual Report on Form 10-K are available at https://www.cstproxy.com/rushstreetinteractive/2026. You also may obtain additional information about RSI from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Board Overview

Our Charter and Amended and Restated Bylaws (“Bylaws”), each as currently in effect, provide that the Board shall be composed of such number of directors as established from time to time by our Board, and that the Board shall be divided into three classes (designated Class I, Class II and Class III) as nearly equal in number as possible, and that each class of directors shall be elected for a term of three years with the term of one class expiring each year. Our Board has fixed the number of directors at eleven, and we currently have eleven directors serving on the Board.

Based upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “NCG Committee”), the Board has nominated four Class III directors for re-election at the Annual Meeting to serve for a three-year term ending at the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal, and the proxies cannot be voted for a greater number of persons than the number of director nominees named in this Proxy Statement.

Director Nomination Process

The NCG Committee is responsible for recommending candidates to serve on the Board and its committees. The NCG Committee believes that all directors must, at a minimum, meet the criteria set forth in the Board’s Code of Ethics and the Corporate Governance Guidelines, which specify, among other things, that the NCG Committee will consider criteria such as ethics, conflicts of interest, independence, business and professional activities, experience, qualifications and skills, time and participation, and age in the context of the needs of the Board. In particular, the NCG Committee considers a nominee’s differences in, among other things, viewpoint, gender, knowledge, experience and skills. The NCG Committee believes that a range of backgrounds and viewpoints is useful for maintaining an effective board. The NCG Committee seeks a Board that is representative of our dynamic and growing business and has a good understanding of our stockholder base, customers and personnel. As of the date of this Proxy Statement, approximately 27.3% of our Board members identify as female or as a member of a minority group.

The NCG Committee also considers a combination of factors for each director, including whether the nominee displays or exhibits: (i) personal and professional integrity; (ii) satisfactory levels of education and/or business experience; (iii) broad-based business acumen; (iv) an appropriate level of understanding of our business and its industry and other industries relevant to our business; (v) the ability and willingness to devote adequate time to the work of our Board and its committees; (vi) skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to our needs; (vii) strategic thinking and a willingness to share ideas; (viii) a broad array of experiences, expertise and background; and (ix) the ability to represent the interests of all of our stockholders.

The NCG Committee has determined that all of our director nominees meet the criteria and qualifications set forth in our Code of Ethics, the Corporate Governance Guidelines and certain other criteria, including the criteria set forth above. Moreover, each director nominee possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our stockholders: accountability, ethical leadership, governance, integrity, risk management and sound business judgment. The director nominee biographies below include a non-exclusive list of other key experiences and qualifications that further qualify the individual to serve on the Board. These collective qualities, skills, experiences and attributes are essential to our Board’s ability to exercise its oversight function for the Company and its stockholders, and guide the long-term sustainable, dependable performance of the Company.

The NCG Committee will consider director candidates recommended by stockholders, and such candidates will be considered and evaluated under the same criteria described above. Any recommendation submitted to us should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected and must otherwise comply with the requirements under our Bylaws for stockholders to recommend director nominees. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary, Rush Street Interactive, Inc., 900 N. Michigan Avenue, Suite 950, Chicago, IL 60611. All recommendations for director nominations received by the Corporate Secretary that satisfy our Bylaws requirements relating to such director nominations will be presented to the NCG Committee for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These timing requirements are also described under the caption “Stockholder Proposals and Director Nominations.”

Under that certain Investor Rights Agreement, dated as of December 29, 2020 (the “Investor Rights Agreement”), entered into in connection with the previously consummated business combination with dMY Technology Group, Inc. (the “Business Combination”), dMY Sponsor, LLC (“Sponsor”) has the right to designate a certain number of individuals as director nominees recommended by the Board for election by the Company’s stockholders at each applicable annual or special meeting of stockholders if certain criteria are met. Specifically, (i) for so long as the Sponsor and its permitted transferees, either individually or as a group, beneficially own Class A Common Stock representing at least 50% of the Class A Common Stock held by the Sponsor immediately after the closing of the Business Combination, the Sponsor will have the right to nominate two directors to the Board; and (ii) for so long as the Sponsor and its permitted transferees, either individually or as a group, beneficially own Class A Common Stock representing at least 25% (but less than 50%) of the Class A Common Stock held by the Sponsor immediately after the closing of the Business Combination, the Sponsor will have the right to nominate one director to the Board. Based on the Sponsor’s and its permitted transferees’ beneficial ownership of Class A Common Stock as of the date of this Proxy Statement, the Sponsor does not have the right to designate any individuals for such purpose.

The Investor Rights Agreement also provides that for so long as the sellers in the Business Combination (the “Sellers”) and their permitted transferees, either individually or as a group, beneficially own at least a majority of the voting power of the capital stock of the Company and the Company qualifies as a controlled company under applicable NYSE rules, Rush Street Interactive GP, LLC, as the representative (the “Sellers’ Representative”) on behalf of the Sellers and their permitted transferees, has the right to designate the remaining director nominees recommended by the Board for election by the Company’s stockholders at each applicable annual or special meeting of stockholders. In the event that applicable NYSE rules would no longer entitle either the Sellers and their permitted transferees to designate such number of directors or the Company to nominate the number of directors that the Sellers’ Representative is entitled to designate, then, subject to the Sponsor’s right to designate the number of directors described above, (i) for so long as the Company qualifies as a controlled company under applicable NYSE rules, the Sellers’ Representative will be entitled to designate the maximum number of directors that the Company could nominate without violating such rules, and (ii) if the Company no longer qualifies as a controlled company under applicable NYSE rules, the Sellers’ Representative will be entitled to designate the number of director nominees that is proportionate to the percentage of issued and outstanding voting securities of the Company held at the time by the Sellers and their permitted transferees, taken as a whole. Based on the Sellers’ beneficial ownership of our Common Stock as of the date of this Proxy Statement and the number of directors currently comprising the Board, the Sellers’ Representative has the right to designate eleven individuals for such purpose, including the four Class III director nominees to be elected at this Annual Meeting.

Messrs. Neil Bluhm, Jack Markell, Niccolo de Masi and Thomas Winter are the four Class III director nominees standing for re-election at this Annual Meeting.

We believe we have a balanced Board, which is comprised of directors who individually possess the leadership and character commensurate with the role of director, and who collectively possess the mix of skills necessary to provide appropriate oversight of a company the size and complexity of the Company. In addition, the Board possesses a strong mix of experienced and newer directors.

Director Nominees

The Board is currently comprised of Neil Bluhm, Richard Schwartz, Andrew Bluhm, Leslie Bluhm, Judith Gold, James Gordon, Jack Markell, Niccolo de Masi, Paul Wierbicki, Thomas Winter and Daniel Yih, with the Class I directors being Andrew Bluhm, Judith Gold, Paul Wierbicki and Daniel Yih, the Class II directors being Leslie Bluhm, James Gordon and Richard Schwartz, and the Class III directors being Neil Bluhm, Jack Markell, Niccolo de Masi and Thomas Winter. Each of their biographies and terms are disclosed below. Each of the current Class III directors is standing for re-election at this Annual Meeting.

Each Class III director nominee was recommended to the Board for re-election by the NCG Committee. Each of the Class III director nominees was designated by the Sellers’ Representative pursuant to the Investor Rights Agreement. Each nominee has consented to stand for election, and the Board does not anticipate that any nominee will be unavailable to serve. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute, subject to the rights of the Sellers’ Representative under the Investor Rights Agreement. If that happens, the person named as proxy on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat.

The information presented below regarding each nominee also sets forth specific experience, qualifications, attributes and skills that led our Board to conclude that such individual should serve as a director in light of our business and structure.

Class III Director Nominees for Election for a Three-Year Term Expiration at the 2029 Annual Meeting

Neil Bluhm, 88, has been our Executive Chairman since April 9, 2021 and Chairman of the Board since December 2020. Mr. Bluhm is a leading business executive having built and led multiple successful companies in the areas of real estate development, gaming, and private equity. Mr. Bluhm co-founded JMB Realty Corp. (“JMB”) and has served as the President of JMB since 1968. JMB became one of the largest property owners and developers in the United States with successful developments that include urban shopping centers and malls, five-star hotels, commercial office towers, and residential projects. Mr. Bluhm and JMB set the standard for superior mixed-use developments that combine retail, dining, hotel, office and residential. Marquee projects included Century City in Los Angeles and 900 North Michigan in Chicago, featuring the prestigious Four Seasons hotel, among innumerable other high-profile ventures. In 1994, Mr. Bluhm co-founded Walton Street Capital, a real estate private equity firm, where he served as a Principal from 1995 through August 2021. In 2009, Mr. Bluhm co-founded Rush Street Gaming, LLC (“RSG”), one of the fastest growing companies in the gaming industry. Mr. Bluhm has served as the Managing Member of RSG since 2009. RSG has developed seven regional destination casinos, including five of which it continues to operate in downtown Pittsburgh and Philadelphia, the Capital Region of New York, in the Chicago suburbs and Portsmouth in Virginia. Early in his career, Mr. Bluhm worked as an attorney with Mayer, Brown & Platt, where he rose to partner. Mr. Bluhm has been a life trustee and member of the investment committee at Northwestern University since 1986, a member of the board of directors of Northwestern Memorial Foundation of Northwestern Hospital since 2001, a member of the board of trustees of the Whitney Museum of American Art since 2003, during which time he has served in various roles including as President and co-chair, an honorary member of the board of directors for the Alzheimer’s Disease & Related Disorders Association since 1996 and a member to the advisory board of Chicago Cares since 1991. Mr. Bluhm earned a Bachelor’s degree from the University of Illinois and a J.D. from Northwestern University School of Law. Mr. Bluhm’s qualifications to serve as Chairman of the Board include his extensive and varied leadership experience throughout his career in the real estate, casino and gaming industries.

Jack Markell, 65, has been a director of the Company since March 2025. Mr. Markell was most recently elected to the board of trustees of FS Credit Income Fund in August 2025 and Graham Holdings Company (NYSE: GHC) in February 2025, where he previously served as a director from May 2017 through December 2021. Mr. Markell was the U.S. Ambassador to the Italian Republic and the Republic of San Marino from September 2023 to January 2025. Prior to that, he served as the U.S. Ambassador to the Organization for Economic Co-operation and Development from February 2022 to August 2023. He previously served as the 73rd governor of Delaware from 2009 to 2017. Before he was elected Governor, Mr. Markell was the Delaware State Treasurer for 10 years

from January 1999 to January 2009. Mr. Markell has also held several executive leadership roles in corporate development, investor relations, strategic management and consulting. Mr. Markell previously served on the boards of Upstream USA, Symbiont.io, FS Credit Real Estate Income Trust, Scientific Games Corporation (now known as Light & Wonder, Inc., NASDAQ: LNW), Vemo Education, Generation USA, High Resolves and on the National Board of Directors of Jobs for America’s Graduates. He also served as a Trustee of the Annie E. Casey Foundation, Strada Education Network and Delaware State University. He earned his undergraduate degree in economics and development studies from Brown University and an MBA from the University of Chicago. Mr. Markell’s qualifications to serve on the Board include his extensive expertise in the government relations, corporate development and strategic management.

Niccolo de Masi, 45, has been a director of the Company since September 2019 and served as dMY Technology Group, Inc’s Chief Executive Officer from January through December 2020. Mr. de Masi currently serves as Chairman, President and Chief Executive Officer of IonQ, Inc. (NYSE: IONQ), and has served on its board, audit committee and nominating and governance committee and compensation committee from September 2021 to February 2025. Mr. de Masi has previously served on the board and audit committee of Planet Labs PBC (NYSE: PL) from December 2021 to July 2025, the board and compensation committee of Genius Sports Limited (NYSE: GENI) from April 2021 to December 2023, as chief executive officer and a director of dMY Technology Group, Inc. VI (formerly NYSE: DMYS) since April 2021 and dMY Squared (formerly NYSE: DMYY) from October 2022 until February 2025. Prior to that, Mr. de Masi served in various executive and director roles for numerous other public and private companies. Mr. de Masi serves on the Leadership Council of the UCLA Grand Challenges. Mr. de Masi received his B.A. and MSci. degrees in physics from Cambridge University. Mr. de Masi’s qualifications to serve on the Board include his extensive public company corporate governance experience and leadership in the mobile gaming, app and technology space.

Thomas Winter, 51, has been a director of the Company since December 2024. Mr. Winter has served on the board of Bragg Gaming Group Inc. (Nasdaq: BRAG) since March 2026. Prior to that, he served as the General Manager of North America iGaming at DraftKings Inc. (Nasdaq: DKNG) from May 2022 to September 2023. Before that, he founded Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG), an online casino and sports betting operator, in September 2013 and served as its President from December 29, 2020 until it was acquired by DraftKings Inc. in May 2022. Between 2013 and 2020, Mr. Winter had served as the Senior Vice President and General Manager of the online gaming division of Landry’s LLC, an entertainment, hospitality and gaming conglomerate and Golden Nugget Online Gaming’s former indirect parent. Prior to 2013, Mr. Winter served in various senior and advisory roles in the gaming industry, including as Chief Operating Officer, then as Chief Executive Officer, of Betclic, a major European online sports betting and gaming operator from 2008 to 2011, and Chief Operating Officer of Expekt.com in 2009, a sister company of Betclic and a pioneer brand in the online gaming industry. Mr. Winter was a non-executive director for Metro Play, the online gaming arm of the Daily Mail Group Media, from 2012 until its sale in 2014, a non-executive director for Groupe Paris Turf, the leading horse racing media group in France, in 2013, and an advisory board member then a board observer for Superbet, one of the largest online gaming operators in Central and Eastern Europe, between 2018 and 2022. In October 2024, Mr. Winter was appointed as a board member and senior advisor of Awager, an innovative iGaming live streaming technology provider backed by Oaktree Capital Management. Mr. Winter holds a Master in Management - Grande Ecole from ESSEC business school in Paris. Mr. Winter’s qualifications to serve on the Board include his deep expertise in the online gaming and sports betting industry, along with his strong leadership, financial and marketing experience.

Continuing Class I Directors to Serve Until the 2027 Annual Meeting

Andrew Bluhm, 59, has been a director of the Company since March 2025. Mr. Bluhm is the founder and managing principal of Delaware Street Capital. Previously, he was a partner at Walton Street Capital, a multi-billion dollar private equity real estate opportunity fund. Prior to Walton Street Capital, Mr. Bluhm worked for JMB Realty Corporation in their acquisitions group and for Goldman, Sachs and Company in their leveraged finance group. Over his career, he has invested billions of dollars across different asset classes. Mr. Bluhm received an M.B.A. from Harvard Business School and a B.S. magna cum laude from the Wharton School at the University of Pennsylvania. Mr. Bluhm’s qualifications to serve on the Board include his extensive expertise in finance, investing and corporate development. Mr. Bluhm previously served as an observer on the Company’s Board.

Judith Gold, 62, has been a director of the Company since December 2020. Ms. Gold has been a Managing Director, Government Relations & Strategy, and Senior Counsel at LAMB Capital Advisors, LLC since December 2020. Prior to joining LAMB Capital Advisors, LLC, Ms. Gold was a partner at Perkins Coie LLP, which she joined in 2005, where she advised companies and senior executives on corporate communications, public affairs, crisis communications, reputation management and public strategies. Ms. Gold began her legal career in 1989 at Altheimer & Gray, where she was an associate and later became a partner. Ms. Gold has also served in numerous public policy roles throughout her career, including in Chicago Mayor Richard M. Daley’s Cabinet as Chief of Policy for the City of Chicago, as a member of the Illinois State Board of Education, and as Chair of the Illinois Commission on the Status of Women. Ms. Gold devotes significant time to service for nonprofit organizations, including currently serving as a member of the boards of directors of Columbia College Chicago, the Illinois Coalition Against Sexual Exploitation and the Chicago Civic Federation. Ms. Gold earned a B.A. from the University of Michigan and a J.D. from the University of Chicago Law School. Ms. Gold’s qualifications to serve on the Board include her over thirty years of public and private sector experience of providing government relations, communications and public policy advice to companies and senior executives in regulated industries.

Paul Wierbicki, 46, has been a director of the Company since December 2020, and our General Counsel and Chief Legal Officer since July 2021. He currently also serves on the board of directors of Cutera, Inc., since February 2025, and on the board of directors of Velsera Inc., since October 2024. Prior to that, Mr. Wierbicki was the General Counsel of LAMB Capital Advisors, LLC since June 2015. Before joining LAMB Capital Advisors, LLC, Mr. Wierbicki served as Senior Counsel, Business and Legal at AbbVie Inc. from March 2014 to May 2015 and as a Partner at Kirkland & Ellis LLP, specializing in restructuring and debt finance, from October 2011 to February 2014. Mr. Wierbicki served on the board of directors and compensation committee of Green Rivers Spirits Company (f/k/a Terressentia Corporation) from February 2017 and January 2018, respectively, through September 2021, the board of directors and as treasurer of Sutton Place Association since January 2016, and the board of directors of The Civic Federation from September 2012

to December 2015. Mr. Wierbicki earned a B.A. in Economics and Political Science from Vanderbilt University, an Advanced Professional Certificate in Law and Business from New York University, Stern School of Business and a J.D. from New York University School of Law. Mr. Wierbicki’s qualifications to serve on the Board include his extensive and varied legal and deal experience throughout his career, including his role as our General Counsel and Chief Legal Officer and his experience in the casino and gaming industries.

Daniel Yih, 67, has been a director of the Company since June 2022. Mr. Yih was a Managing Director of Starwood Capital Group from 2007 to August 2022. During this time, Mr. Yih served as President of Starwood Outdoors, Chief Investment Officer, Europe, Interim Head of Asset Management, Europe, CEO of BR Guests Restaurant, a portfolio company of Starwood Capital, and Global Chief Operating Officer. Mr. Yih also served on Starwood’s Investment Committee from 2007 to 2020. Prior to joining Starwood, Mr. Yih was Chief Operating Officer and a Portfolio Principal of the buyout fund GTCR Golder Rauner. Before that, Mr. Yih was a general partner at Zell-Chilmark Fund, a buyout fund investing in financially distressed companies. Mr. Yih also previously served as Chief Administrative Officer and Chief Financial Officer of Welbilt Corporation, a commercial food equipment manufacturer. Mr. Yih began his career at Kirkland & Ellis, representing equity investors in leveraged buyout transactions and venture capital investments. He previously served on the boards of directors and audit committees of Ann Inc. (formerly NYSE: ANN) from 2007 to 2015 and Starwood Hotels & Resorts Worldwide, Inc. (formerly NYSE: HOT) from 1995 to 2007. Mr. Yih also served as chairman of the board of trustees for the Thacher School. Mr. Yih earned a Juris Doctor and a Master of Business Administration from the University of Chicago. He graduated with a B.S. in mechanical engineering with distinction from Stanford University. Mr. Yih’s qualifications to serve on the Board include his extensive business experience and experience serving on public company boards of directors.

Continuing Class II Directors to Serve Until the 2028 Annual Meeting

Leslie Bluhm, 61, has been a director of the Company since December 2020. Ms. Bluhm has been an associate at JMB Realty Corp. since 1991. Prior to joining JMB Realty Corp. Ms. Bluhm co-founded, and served as the President of Chicago Cares Inc. (“Chicago Cares”), a nonprofit volunteer service organization, from 1990 to 2016. Since 2013, Ms. Bluhm has served on the board of trustees of the Museum of Contemporary Art Chicago, and on the board of directors of both OneGoal and Shining Hope for Communities. Since 2017, Ms. Bluhm has served as trustee of the Whitney Museum of American Art. She previously served on the board of The Chicago Community Trust from 2013 to 2023. Ms. Bluhm earned a B.A. degree from the University of Michigan and a J.D. from the University of Chicago Law School. Ms. Bluhm’s qualifications to serve on the Board include her extensive experience as a community leader, as well as her training as an attorney.

James Gordon, 76, has been a director of the Company since December 2020. Mr. Gordon has been the Managing Partner of Edgewater Growth Capital Partners (“Edgewater”) since he founded Edgewater in 2001. Prior to forming Edgewater, Mr. Gordon was President of Gordon Foods, Inc. and Gordon’s Wholesale, Inc. In 1982, Mr. Gordon engineered a leveraged buy-out of his personal and family interests in The Gordon Companies and in 1986 sold the company to a European multinational corporation. Mr. Gordon has served on the boards of directors of numerous Edgewater portfolio companies. Mr. Gordon has also previously served on the board of directors of numerous philanthropic and non-profit organizations, including The Whitney Museum of American Art as chair of the investment committee, The Art Institute of Chicago as a member of the board of trustees and the investment committee, The Chicago Museum of Contemporary Art on the executive committee of the board and the investment committee and on the board of trustees of Grinnell College as head of the investment committee. Mr. Gordon earned a B.A. from Northwestern University. Mr. Gordon’s qualifications to serve on the Board include his extensive experience as a private equity investor and his service on numerous other public and private company and philanthropic boards.

Richard Schwartz, 51, has been a director of the Company since August 2021. Mr. Schwartz has been our Chief Executive Officer since August 2021. He co-founded the Company in 2012 and served as the Company’s President from inception until August 2021. Prior to joining the Company, Mr. Schwartz started and led the interactive business for WMS Industries, which in 2010, launched the award-winning UK-facing online casino business, Jackpot Party. Richard has been a leader and innovator in the gaming industry for over 15 years, is an inventor on over 50 patents and/or patent applications, and has a deep understanding of player psychology. Prior to joining the gaming industry, Mr. Schwartz was an executive at Telecom Italia Lab USA (formerly Telecom Italia Ventures) and an intellectual property attorney in the Silicon Valley. Mr. Schwartz graduated from the University of California, Berkeley and received his law degree from the University of California, Hastings College of the Law. Mr. Schwartz’s qualifications to serve on the Board include his extensive experience as Chief Executive Officer (and formerly President) of the Company, and his extensive and varied experience throughout his career in the casino and gaming industries.

Vote Required

Under our Bylaws, the election of the four director nominees at the Annual Meeting requires a plurality of the votes cast by holders of the Class A Common Stock and holders of the Class V Common Stock present in person or represented by proxy and entitled to vote on the election of directors, voting as a single class. In an uncontested election of directors, this means that each director nominee will be elected if he or she receives at least one “FOR” vote. Failure to vote by proxy or to vote electronically at the virtual Annual Meeting and “WITHHOLD” votes will result in a respective nominee having fewer votes, but will have no effect on the outcome of the election because a plurality of the votes cast is required for the election of the director nominee. Cumulative voting is not permitted in the election of directors.

Our Corporate Governance Guidelines require that in an uncontested election of directors, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election will, within five days following the certification of the stockholder vote, tender his or her written resignation to the Chairman of the Board for consideration by the NCG Committee. For these purposes, an “uncontested election of directors” is an election in which the number of nominees is not greater than the number of Board seats open for election. The NCG Committee shall review the director’s continuation on the Board and

recommend to the Board whether it should accept such tendered resignation. The Board, giving due consideration to the best interests of the Company and its stockholders, shall evaluate the relevant facts and circumstances in connection with such director’s resignation, and shall make a decision, within 90 days following the certification of the stockholder vote, on whether to accept the tendered resignation. Any director who tenders a resignation pursuant to this provision of our Corporate Governance Guidelines shall not participate in the NCG Committee’s recommendation or Board’s decision regarding the resignation. The Board will promptly disclose publicly its decision and, if applicable, the reasons for rejecting the tendered resignation.

Board Recommendation

The Board unanimously recommends a vote “FOR” each of the Class III director nominees: Neil Bluhm, Jack Markell, Niccolo de Masi and Thomas Winter.

PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Appointment of Independent Registered Public Accounting Firm

The audit committee of the Board (the “Audit Committee”) appoints our independent registered public accounting firm. In this regard, the Audit Committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the Audit Committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s global capabilities relative to our business; and the firm’s knowledge of our operations. WithumSmith+Brown, PC (“Withum”) has served as our independent registered public accounting firm since 2019. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the Audit Committee has appointed Withum to serve as our independent registered public accounting firm for the year ending December 31, 2026.

Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Withum to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm and it is a good corporate governance practice. If our stockholders do not ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Representatives of Withum are expected to attend the Annual Meeting, will have an opportunity to make a statement if they wish to do so and will be available to respond to appropriate questions from stockholders.

Audit, Audit-Related, Tax and All Other Fees

The table below sets forth the aggregate fees billed by Withum in fiscal years 2024 and 2025.


	2025		2024

Audit Fees(1)	$	1,389,800	$	1,260,540
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees	—		—
Total	$	1,389,800	$	1,260,540

___________________________

1.Audit fees consist of fees for audit services related to the audit of RSI’s annual consolidated financial statements, the review of RSI’s quarterly consolidated financial statements, services performed in connection with RSI’s required regulatory audits, services performed in connection with RSI’s securities offerings and/or registration statements, including comfort letters, consents and review of documents filed with the SEC and other offering documents, and related data and security fees.

Pre-Approval Policies and Procedures

The formal written charter for our Audit Committee requires that the Audit Committee pre-approve all audit and permitted non-audit and tax services to be provided to us by our independent registered public accounting firm, and establish policies and procedures for the Audit Committee’s pre-approval of permitted services in compliance with applicable SEC rules and review such pre-approval policies at least quarterly.

On an annual basis, the Audit Committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by our independent registered public accounting firm without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations. Any subcommittee of the Audit Committee to which the Audit Committee delegates authority to make pre-approval decisions must report any such pre-approval decisions to the Audit Committee at its next scheduled meeting. If circumstances arise where it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories or above the pre-approved amounts, the Audit Committee requires pre-approval for such additional services or such additional amounts.

All of the services listed in the table above provided by Withum were approved by our Audit Committee.

Vote Required

Under our Bylaws, the ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of the holders of a majority of the Class A Common Stock and Class V Common Stock, voting together as a single class, present

(in person or represented by proxy) and entitled to vote. The voting options for this proposal are “FOR”, “AGAINST” or “ABSTAIN”. A vote marked as an “Abstention” will have the same effect as a vote “against” the proposal. Broker discretionary voting is allowed for this proposal as this is considered a discretionary matter, thus brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.

Board Recommendation

The Board and our Audit Committee unanimously recommend a vote “FOR” the ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for fiscal year 2026.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates pursuant to a charter, which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the discussion of “Corporate Governance—Audit Committee.” Under the Audit Committee charter, management is responsible for the preparation, presentation and integrity of the Company’s financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for the integrated audit of our financial statements and internal controls over financial reporting.

In the performance of its oversight function, the Audit Committee reviewed and discussed with management and Withum, as the Company’s independent registered public accounting firm, the Company’s audited financial statements for the fiscal year ended December 31, 2025. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee received and reviewed the written disclosures and the letters from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB, regarding such independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with the Company’s independent registered public accounting firm their independence from the Company.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC.

Submitted by the Audit Committee of the Board:

Daniel Yih (Chair)

Niccolo de Masi

James Gordon

EXECUTIVE OFFICERS

The table below identifies and sets forth certain biographical and other information regarding our executive officers as of April 13, 2026. Other than as to Neil Bluhm, Andrew Bluhm and Leslie Bluhm, as more fully described under “Corporate Governance — Director Independence,” there are no family relationships among any of our executive officers or directors.


Name	Age	Position(s)
Neil Bluhm	88	Executive Chairman and Director
Richard Schwartz	51	Chief Executive Officer and Director
Kyle Sauers	55	President and Chief Financial Officer
Mattias Stetz	46	Chief Operating Officer
Paul Wierbicki	46	Chief Legal Officer, General Counsel and Director

See pages 7, 9 and 8 of this Proxy Statement for the biographies of Neil Bluhm, Richard Schwartz and Paul Wierbicki, respectively.

Kyle L. Sauers, 55, has served as the Company’s President and Chief Financial Officer since October 2025 and 2020, respectively. Prior to joining the Company, Mr. Sauers served as the Chief Financial Officer of Echo Global Logistics (“Echo”) from 2013 to 2020 and as Senior Vice President of Finance and Controller from 2011 to 2013. Echo is a leading Fortune 1000 provider of technology-enabled technology and supply chain services. Prior to Echo, Mr. Sauers was the General Manager of Varian Medical Systems’ Security & Inspection Products Division, a result of Varian’s acquisition of Bio-Imaging Research (“BIR”) where he had served on the board of directors and as Chief Financial Officer since 2005. BIR was a leading supplier of cargo screening systems and software. Prior to BIR, Mr. Sauers spent eight years at Sphere Communications, a leading VoIP software technology company, most recently as Chief Financial Officer. Before Sphere, Mr. Sauers served in various financial management positions at APAC Customer Services, a provider of outsourced customer care and acquisition services. Mr. Sauers began his career as part of the Audit and Business Advisory Practice at Arthur Andersen LLP. Mr. Sauers graduated from the University of Illinois with a Bachelor of Science degree in Accounting.

Mattias Stetz, 46, serves as the Company’s Chief Operating Officer. He joined the Company in April 2016, and oversees Operations and our Latin American business. Mr. Stetz has extensive experience in marketing, sports betting operations, and media content creation for the sports wagering vertical, and prior to the Company was a former executive at Kindred Group plc (“Kindred Group”) from 2004 to 2016, including serving as Kindred Group’s Chief Commercial Officer from 2009 to 2016. While at Kindred Group, Mr. Stetz was involved in helping shape Kindred Group’s long-term strategy and also oversaw day-to-day marketing and operations. Originally from Sweden, Mr. Stetz has a Master of Science in Marketing and Business Development from the Stockholm School of Economics and is also a Harvard Business School alumnus (GMP 2015).

CORPORATE GOVERNANCE

Corporate Governance Guidelines and Code of Ethics

The Board has adopted Corporate Governance Guidelines. Our Corporate Governance Guidelines address, among other things, items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to the Company and the Board. In addition, the Board has adopted a Code of Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. Copies of the Corporate Governance Guidelines and the Code of Ethics are posted on the “Governance — Governance Documents” section of the “Investor Relations” page of our website located at ir.rushstreetinteractive.com, or copies may be made available upon request by writing to our Corporate Secretary at our offices at 900 N. Michigan Avenue, Suite 950, Chicago, IL 60611. We will make available any legally required disclosures regarding amendments to our Code of Ethics or waivers of our Code of Ethics for directors and officers on the same website. Our website is not part of or incorporated by reference into this Proxy Statement.

Board Composition

Our business affairs are managed under the direction of the Board. The Board currently consists of eleven members, divided into three staggered classes (Class I, Class II and Class III). At each annual meeting of our stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring, as follows:

1.the Class I directors, whose terms will expire at the 2027 annual meeting of stockholders, are Andrew Bluhm, Judith Gold, Paul Wierbicki and Daniel Yih;

2.the Class II directors, whose terms will expire at the 2028 annual meeting of stockholders, are Leslie Bluhm, James Gordon and Richard Schwartz; and

3.the Class III directors, whose terms will expire at this Annual Meeting and who have been nominated and recommended by the Board for re-election at the Annual Meeting, are Neil Bluhm, Jack Markell, Niccolo de Masi and Thomas Winter.

Certain of our stockholders currently have the right to nominate individuals to serve as directors pursuant to the Investor Rights Agreement. See the section “Proposal No. 1 Election of Directors — Board Overview” of this Proxy Statement for additional details.

Pursuant to the Investor Rights Agreement, for as long as the Sellers and their permitted transferees beneficially own 25% or more of the outstanding voting securities of RSI and no third-party person or group of persons beneficially owns a percentage of outstanding voting securities of RSI greater than that beneficially owned by the Sellers and their permitted transferees, the Sellers’ Representative has the right to appoint up to three non-voting board observers to the Board, including Meredith Bluhm-Wolf, Leslie Bluhm (who is currently a director) and Andrew Bluhm (who is currently a director), in each case, as long as he or she is not otherwise a director on the Board. Each board observer will have the right to attend Board meetings in a non-voting, observer capacity and receive copies of all notices, minutes, consents and other materials that we provide to the Board. No board observer will have the right to vote on any matter submitted to the Board or offer any motions or resolutions to the Board. We may withhold information or materials from the board observers under certain customary circumstances, including in the event of a conflict of interest. As of the date hereof, Ms. Meredith Bluhm-Wolf is a board observer to the Board.

In addition to serving on our Board, Mr. de Masi serves as the Chairman, President and Chief Executive Officer of IonQ Inc. (NYSE: IONQ), as the Chief Executive Officer and director of dMY Technology Group, Inc. VI (formerly NYSE: DMYS) and dMY Squared(formerly NYSE: DMYY) from October 2022 until February 2025, the board of Ares Interactive, Inc. and Jagex Ltd. The Board has considered each of Mr. de Masi’s commitments to serve on the boards and applicable board committees of those companies and other private companies and has affirmatively determined that such simultaneous service does not impair his ability to effectively serve on our Board or as a member of any of its committees.

Controlled Company Status

Messrs. Neil Bluhm and Schwartz, and their respective trusts and entities controlled by them, acting together as a group, collectively hold greater than 50% of the voting power of our outstanding Common Stock (see the section “Security Ownership of Certain Beneficial Owners and Management” of this Proxy Statement for additional details regarding those holdings). Consequently, we are a “controlled company” within the meaning of the NYSE’s corporate governance standards. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including that:

•a majority of its board consist of independent directors;

•it have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•it have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•it conduct an annual performance evaluation of the nominating and corporate governance and compensation committees.

We currently rely on one or more of these exemptions. Currently, we do not have a majority of independent directors on the Board. Additionally, our Compensation Committee of the Board (the “Compensation Committee”) and our NCG Committee do not consist entirely of independent directors. Accordingly, our stockholders do not have the same protections afforded to stockholders of companies that are subject to all of the NYSE’s corporate governance requirements.

Director Independence

Under NYSE rules, a director will qualify as an “independent director” only if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and NYSE rules.

To be considered independent for purposes of Rule 10A-3 under the Exchange Act and under the NYSE rules, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

The Board has undertaken a review of each director’s independence and considered whether any of our directors has a material relationship with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, the Board determined that James Gordon, Jack Markell, Niccolo de Masi, Thomas Winter and Daniel Yih, are considered “independent directors” as defined under the NYSE listing requirements and rules, with Messrs. Gordon, de Masi and Yih, who serve as members of our Audit Committee, also meeting the additional "independent directors" standards for audit committee members as defined under the applicable NYSE listing requirements and rule and Exchange Act rules.

Other than Neil Bluhm (our Executive Chairman and controlling stockholder), his daughter Leslie Bluhm (a director) and his son Andrew Bluhm (a director), there are no family relationships among any of our directors or executive officers.

Board Leadership Structure

Our Corporate Governance Guidelines provide that if the Chairperson of the Board is not an independent director, the Board will designate a lead independent director (the “Lead Director”). The Lead Director’s responsibilities include but are not limited to: presiding over all meetings of the Board at which the Chairperson of the Board is not present, including any executive sessions of the independent directors; and acting as the liaison between the independent directors and our Chief Executive Officer or the Chairperson of the Board. As of the date hereof, the Board has designated Niccolo de Masi as the Lead Director.

We believe that the structure of our Board and its committees provides strong overall oversight, guidance and management of the Company. The Board believes that our current leadership structure, with the positions of Chief Executive Officer and Chairperson of the Board being held by separate individuals, is in the best interests of the Company and its stockholders and strikes the appropriate balance between the Chief Executive Officer’s responsibility for strategic direction of the Company and the day-to-day leadership and performance of the Company and the Chairperson of the Board’s responsibility to guide overall strategic direction of the Company and provide appropriate oversight of our corporate governance and guidance to our Chief Executive Officer and to set the agenda for and preside over Board meetings. We recognize that different leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. Accordingly, the Board will continue to periodically review our leadership structure and make such changes in the future as it deems appropriate and in the best interests of the Company and its stockholders.

Committees of the Board

Currently, there are three standing committees of the Board: the Audit Committee; the Compensation Committee; and the NCG Committee. The composition and responsibilities of each of these committees is described below. Members will serve on these committees until their resignation or until as otherwise determined by the Board.

The Board has adopted a written charter for each of our Audit Committee, Compensation Committee and NCG Committee, which are posted on the “Governance — Governance Documents” section of the “Investor Relations” page of our website located at ir.rushstreetinteractive.com. Our website is not part of or incorporated by reference into this Proxy Statement.


Director	Audit Committee	Compensation Committee	NCG Committee
Neil Bluhm (Executive Chairman)		Chair	Chair
Andrew Bluhm
Leslie Bluhm
Judith Gold
James Gordon	X
Jack Markell
Niccolo de Masi	X	X	X
Richard Schwartz
Paul Wierbicki			X
Thomas Winter
Daniel Yih	Chair

Audit Committee

Messrs. Yih, Gordon and de Masi serve as members of our Audit Committee, with Mr. Yih as chair. Our Board has affirmatively determined that each member of the Audit Committee qualifies as independent under NYSE rules applicable to directors generally and under the NYSE rules and Exchange Act Rule 10A-3 specific to audit committee members. All members of our Audit Committee meet the requirements for financial literacy under the applicable NYSE rules, and our Board has determined that Mr. Yih qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) (5) of Regulation S-K.

The Audit Committee is responsible for, among other things:

•selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•helping to ensure the independence and performance of the independent registered public accounting firm;

•discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, our interim and year-end financial statements;

•developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•reviewing and overseeing our policies on risk assessment and risk management, including enterprise risk management and cybersecurity risk management;

•reviewing the adequacy and effectiveness of internal control policies and procedures and our disclosure controls and procedures; and

•approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Compensation Committee

Messrs. Neil Bluhm and de Masi serve as members of our Compensation Committee, with Mr. Neil Bluhm as chair. Under NYSE listing standards, as a controlled company, we are not required to have a compensation committee composed entirely of independent directors. We currently rely upon such exemption from the NYSE listing standards for controlled companies as the only member of the Compensation Committee who is independent is Mr. de Masi.

The Compensation Committee is responsible for, among other things:

• reviewing, approving and determining the compensation of the Company’s officers and key employees;

• reviewing, approving and determining compensation and benefits, including equity awards, to directors for service on the Board or any committee thereof;

• administering the Company’s equity compensation plans;

• reviewing, approving and making recommendations to the Board regarding incentive compensation and equity compensation plans;

• establishing and reviewing general policies relating to compensation and benefits of the Company’s employees; and

•reviewing and discussing with management disclosures under the section in this proxy statement titled “Compensation Discussion and Analysis,” as required by the SEC.

Nominating and Corporate Governance Committee

Messrs. Neil Bluhm, de Masi and Wierbicki serve as members of our NCG Committee, with Mr. Bluhm as chair. Under NYSE listing standards, as a controlled company, we are not required to have a nominating and corporate governance committee composed entirely of independent directors. We currently rely upon such exemption from the NYSE listing standards for controlled companies, as the only member of the NCG Committee who is independent is Mr. de Masi.

The NCG Committee is responsible for, among other things:

• identifying, evaluating and selecting, or making recommendations to the Board regarding, nominees for election to the Board and its committees;

• evaluating the performance of the Board and of individual directors;

• considering, and making recommendations to the Board regarding the composition of the Board and its committees;

• reviewing developments in corporate governance practices;

• evaluating the adequacy of the corporate governance practices and reporting;

• reviewing and monitoring the development and implementation of the goals that the Company may establish from time to time with respect to its environmental, social and governance and sustainability matters; and

• developing, and making recommendations to the Board regarding, corporate governance guidelines and matters.

Board and Board Committee Meetings and Attendance

We expect all directors to attend all meetings of the Board and the committees of the Board of which they are members. The Board held ten meetings during 2025 and the Audit Committee, Compensation Committee and NCG Committee held four, seven and one meetings, respectively, during the same period. Certain members of the Board also meet informally from time to time among themselves and management to discuss Company matters. All directors attended more than 75% of the aggregate number of meetings of the Board and of the committees on which they served during 2025.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, from time to time, the independent directors meet in a private session that excludes management and any non-independent directors. The independent Lead Director presides at each of these meetings and, in his or her absence, the non-management and independent directors in attendance, as applicable, determine which member will preside at such session.

Director Attendance at Annual Meeting of Stockholders

We do not have a formal policy regarding the attendance of our Board members at our annual meetings of stockholders, but we expect all directors to make every effort to attend any meeting of stockholders. All of our then-current directors attended our 2025 Annual Meeting of Stockholders.

Compensation Committee Interlocks and Insider Participation

During 2025, Messrs. Neil Bluhm and de Masi each served on the Compensation Committee. Since April 2021, Mr. Neil Bluhm has also served as our Executive Chairman. See “Certain Relationships and Related Party Transactions” below for additional information and certain relationships and related-party transactions involving Mr. Neil Bluhm.

None of our officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or the board of directors of another entity, one of whose officers served on our Compensation Committee, or (ii) as a member of the compensation committee of another entity, one of whose officers served on the Board.

Related Party Transaction Policy

We have adopted a formal written Related Party Transactions Policy providing that our officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of the Company’s voting securities, any member of the immediate family of any of the foregoing persons and any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, are not permitted to enter into a related-party transaction with us without the approval of the independent directors of the Board (or a committee thereof, which may include the Audit Committee) who have no interest in the proposed related-party transaction, subject to the exceptions described below.

A related-party transaction is generally a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which the Company and any related person are, were or will be participants in which the amount involved exceeds $120,000 and in which the related party had or will have a direct or indirect material interest. Transactions involving compensation for services provided to the Company as an employee or director are not covered by this policy.

Under the policy, we collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder, to enable us to identify any existing or potential related-party transactions and to effectuate the terms of the policy. In addition, under our Code of Ethics, employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

The policy requires that, in determining whether to approve or reject a related-party transaction, the independent directors of the Board (or a committee thereof, which may include the Audit Committee), must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the Company’s best interests and those of our stockholders, as such independent directors or committee thereof (which may include the Audit Committee), determines in the good faith exercise of its discretion. Our independent directors have determined that certain transactions will not require the approval of the independent directors of the Board or a committee thereof, including certain employment arrangements of officers, director compensation, transactions with another company at which a related party’s only relationship is as a director, non-executive employee or beneficial owner of less than 10% of that company’s outstanding capital stock, transactions where a related party’s interest arises solely from the ownership of the Company’s Common Stock and all holders of the Company’s Common Stock received the same benefit on a pro rata basis and transactions available to all employees generally.

Board Role in Risk Oversight

Our Board has the overall responsibility for risk oversight, including, as part of regular Board and committee meetings, understanding the principal risks associated with our business on an ongoing basis and overseeing the key risk decisions of management, which includes comprehending the appropriate balance between risks and rewards. A fundamental part of risk oversight is not only understanding the material risks we face and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for us. Our Board’s involvement in reviewing our business strategy, long-range plan and annual budget is an integral aspect of our Board’s assessment of management’s tolerance for risk and its determination of what constitutes an appropriate level of risk for us. While our full Board has overall responsibility for risk oversight and is currently overseeing our business

continuity, regulatory and compliance risks, it is supported in this function by our Audit Committee, Compensation Committee and NCG Committee.

The Audit Committee assists the Board in fulfilling its risk oversight responsibilities by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls, our compliance with legal and regulatory requirements, our major financial risk exposures and our cybersecurity, information technology, data protection, privacy and compliance risk management. Through its regular meetings with management, including the accounting and finance, legal, internal audit, regulatory compliance and information technology and security functions, the Audit Committee reviews and discusses significant areas of our business and summarizes for our Board areas of risk and the appropriate mitigating factors.

Our Compensation Committee assists our Board by overseeing and evaluating risks related to our compensation structure and programs, including whether they encourage excessive risk-taking, as well as the formulation, administration and regulatory compliance with respect to compensation matters, and coordinating, along with the Chairman of the Board, succession planning discussions. Our NCG Committee assists our Board by overseeing and evaluating programs and risks associated with our Board’s organization, structure, membership and corporate governance, including environmental, social and governance matters. In addition, our Board and its committees, as appropriate or relevant, receive periodic operating performance reviews and updates from management.

Limitation on Liability and Indemnification Matters

Our Charter contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

• any breach of the director’s duty of loyalty to us or our stockholders;

• any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

• unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

• any transaction from which the director derived an improper personal benefit.

Our Charter and Bylaws provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. Our Charter and Bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under Delaware law. We have entered into agreements to indemnify our directors and executive officers. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these Bylaws provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We are expressly authorized to carry directors’ and officers’ insurance for our directors, officers and certain employees for some liabilities.

The limitation of liability and indemnification provisions in our Charter and Bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and our stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage.

Communications with the Board

Any stockholder or any other interested party who desires to communicate with our Board, our non-management directors or any specified individual director, may do so by directing such correspondence to the attention of the Corporate Secretary at our offices at 900 N. Michigan Avenue, Suite 950, Chicago, IL 60611. The Corporate Secretary will forward the communication to the relevant director or directors as appropriate.

DIRECTOR COMPENSATION

Our Board has implemented a Board compensation program (the “Director Compensation Program”) that is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage their ownership of our stock to further align their interests with those of our stockholders. Our non-employee directors who are determined to not be founders of Rush Street Interactive, LP (“RSILP”) are eligible to participate in the Director Compensation Program (the “eligible directors”). The eligible directors under the Director Compensation Program in 2025 were Leslie Bluhm, Andrew Bluhm and Jack Markell (each commencing on March 19, 2025), Niccolo de Masi (commencing on January 1, 2025), Judith Gold, James Gordon, Thomas Winter and Daniel Yih.

The Director Compensation Program provides an annual equity retainer to our eligible directors with a fair value equal to $125,000 (calculated based on the trailing 60-day average closing price on the NYSE of our Class A Common Stock). This annual retainer is paid in the form of restricted stock units of the Company, which will vest in their entirety into shares of our Class A Common Stock on the date of the next year’s annual meeting of stockholders following the grant date, subject to the holder’s continued service on the Board through the vesting date. Compensation under the Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan (as amended, the “Equity Incentive Plan”).

Director Compensation Table

The following table presents the total compensation for each eligible director during 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to, any of the other non-employee members of our Board in 2025. Messrs. Neil Bluhm, Schwartz and Wierbicki receive no compensation for service as directors and consequently, are not included in this table. The compensation received by Messrs. Neil Bluhm, Schwartz and Wierbicki for their roles as our Executive Chairman, Chief Executive Officer and Chief Legal Officer, respectively, is presented in “—Summary Compensation Table.”


Name	Fees earned or paid in cash ($)		Stock Awards ($)(1)		Total ($)
Andrew Bluhm	$	—	$	141,157	$	141,157
Leslie Bluhm	$	—	$	141,157	$	141,157
Niccolo de Masi	$	—	$	141,157	$	141,157
Judith Gold	$	—	$	141,157	$	141,157
James Gordon	$	—	$	141,157	$	141,157
Jack Markell	$	—	$	141,157	$	141,157
Thomas Winter	$	—	$	141,157	$	141,157
Daniel Yih	$	—	$	141,157	$	141,157


(1)			The amounts in this column represent the aggregate grant-date fair value of the RSUs granted to each eligible director computed in accordance with FASB ASC Topic 718. See Note 8 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a discussion of all assumptions made by us in determining the grant-date fair value of these awards. As of December 31, 2025, each of Mses. Leslie Bluhm and Gold and Messrs. Andrew Bluhm, de Masi, Gordon, Markell, Winter and Yih held 10,985 RSUs, in each case which vest in full at the Annual Meeting, subject to the director’s continued service on the Board through the vesting date.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Overview and Philosophy

The Compensation Committee believes that the 2025 compensation of our Named Executive Officers noted below is commensurate with the Company’s size, industry, performance and profitability, the significant scope of their roles and responsibilities, and their strong values-driven leadership. Our executive compensation program is designed to be straightforward, consistent and effective. This Compensation Discussion and Analysis explains the guiding principles, policies and practices upon which our executive compensation program is based and the compensation paid to our Named Executive Officers for 2025.

For the year ended December 31, 2025, our named executive officers (“Named Executive Officers” or “NEOs”) were:

• Richard Schwartz, Chief Executive Officer;

• Kyle Sauers, President and Chief Financial Officer;

• Mattias Stetz, Chief Operating Officer;

• Paul Wierbicki, Chief Legal Officer; and

• Neil Bluhm, Executive Chairman.

The objective of our executive compensation program is to provide a total compensation package that will enable us to attract, motivate and retain outstanding individuals, align the interests of our executive team with those of our equity holders, encourage individual and collective contributions to the successful execution of our short- and long-term business strategies and reward NEOs for performance. Our Board, with input from our Compensation Committee, has historically determined the compensation for our NEOs.

We achieve our objectives through an executive compensation program that:

• Provides a competitive total pay opportunity that takes into account our size, industry and performance;

• Delivers a majority of our executives’ pay through performance-based incentives that are designed to drive long-term stockholder value;

• Grants of equity awards with multi-year vesting or performance requirements intended to maintain long-term alignment with stockholders and drive a focus on long-term performance; and

• Does not encourage unnecessary and excessive risk-taking, assisted by our stock ownership guidelines and Policy Regarding the Mandatory Recovery of Erroneously Awarded Compensation.

In order to assess whether the compensation awarded to our NEOs is fair and reasonable, we periodically gather and review data regarding the compensation practices and policies of other public companies of comparable size in the gaming, technology and entertainment industries. The peer group compensation data is reviewed by the Compensation Committee to determine whether the compensation opportunity provided to our NEOs is generally competitive with that provided to the executive officers of our peer group companies, and the Compensation Committee makes adjustments to compensation levels where appropriate based on this information. The peer group is used as a reference point by the Compensation Committee in its compensation decisions with respect to NEOs, but the Compensation Committee does not generally benchmark NEO compensation to any specific level with respect to peer group data.

Key Features, Policies and Practices of our Executive Compensation Program


WHAT WE DO			•Align executive compensation with stockholders’ return through long-term incentives •Provide performance-based compensation for executives •Balance short and long-term incentive awards to discourage short-term risk-taking at the expense of long-term results •Retain, as appropriate, an independent compensation consultant •Generally impose strong non-compete, non-solicit and other restrictive covenants with our NEOs •Maintain an SEC and NYSE-compliant clawback policy •Maintain stock ownership guidelines
WHAT WE DON’T DO			•Incentivize recipients to take excessive risk or focus primarily on short-term performance •Guarantee annual bonuses for NEOs •Allow repricing of stock options •Offer tax “gross-ups” of annual compensation •No dividend equivalents on outstanding options or on unvested RSUs or PSUs •No excessive perquisites •No pension or other supplemental executive health or insurance benefits •Provide excise tax “gross-ups” upon termination with a change-in-control •No hedging or short sales of shares and no transactions involving derivative securities relating to shares without prior approval from the Chief Legal Officer

2025 Named Executive Officer Compensation

For 2025, the executive compensation program for our executive officers, including our NEOs, consisted of base salary, short-term cash incentives (except for our Executive Chairman) and long-term equity incentives. Each component of the executive compensation program is described below:

Base Salary

Base salary is paid to attract and retain qualified talent and is set at a level that is commensurate with the executive’s duties and authorities, contributions, prior experience and sustained performance. When setting the annual base salaries of our NEOs, the Compensation Committee considers market data and our financial results and size relative to peer companies.

Annual Cash Bonus

We grant annual cash bonuses under our short-term incentive plan as a short-term incentive for our executive officers other than our Executive Chairman, who does not participate in this short-term plan. These annual cash bonuses are payable upon the achievement of certain pre-established corporate and individual goals or performance metrics. Annual cash bonuses are paid to incentivize the achievement of qualitative and quantitative performance metrics, with the target amount of an annual cash bonus (if any) predetermined by the Board, and the amount earned (if any), as determined by the Board, is typically paid during the first quarter of the following year. The applicable NEOs are required to be employed on the day the annual bonus was paid. The target percentage for each executive’s annual bonus is initially based on the amount outlined in their employment letter and is reviewed annually by the Compensation Committee. During 2025, the target annual bonus opportunity for each NEO other than our Executive Chairman, who does not participate in this short-term incentive plan, expressed as a percentage of their annual base salary, was as follows: Mr. Schwartz, 110%; Mr. Sauers, 90%; Mr. Stetz, 80%; and Mr. Wierbicki, 60%.

For 2025, the annual cash bonuses for NEOs (other than our Executive Chairman) were weighted as follows: (a) 67% based on the Company achieving the financial goals (“Corporate Goals”) described below, which were set by the Compensation Committee, and (b) 33% based on individual goals for each applicable NEO, which may include qualitative and quantitative components, which may be discretionary and/or subjective in nature.

The Corporate Goals for 2025 were for the Company to achieve a certain (a) annual revenue amount calculated in accordance with U.S. Generally Accepted Accounting Principles, which was weighted to account for 33% of the Corporate Goals achievement, and (b) annual amount of total consolidated Adjusted EBITDA1, which was weighted to account for 67% of the Corporate Goals achievement.

1 Adjusted EBITDA is a non-GAAP measure that we define 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. Please refer to the “Non-GAAP Information” section of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 18, 2026, for a reconciliation to the most directly comparable GAAP measure.

These Corporate Goals have scaling targets that range from a minimum payout of 0% to a maximum payout of up to 150% of target. Payout percentages are generally interpolated between tiers upon achievement. These financial performance goals typically require meaningful year-over-year growth in order for the target awards to be paid out at or above the target amount.

The results of the Adjusted EBITDA and revenue components of the Corporate Goals for 2025 exceeded the maximum target goal and achieved 106.90% of the target goal set under the annual cash bonus incentive program, respectively, resulting in a payout for each of our NEOs equal to 144.80% of the total target payout opportunity for the Corporate Goals component of the annual cash bonus. The Compensation Committee also evaluated the achievement of the individual goals of each NEO (other than our Executive Chairman) and determined the appropriate annual cash bonus payout amount attributable to those goals. The Compensation Committee's review regarding achievement of individual goals incorporated a scorecard of individualized qualitative and quantitative actions and measures relevant to the fiscal year for the applicable NEO and a discussion of continuing areas of opportunity.

Long-Term Equity Incentives

We grant to our executives, including our NEOs, long-term incentive awards under our Equity Incentive Plan (“LTIP Awards”). These LTIP Awards are issued annually and are earned either upon the achievement of certain pre-established goals or performance metrics or upon the passage of time. LTIP Awards are paid to incentivize the achievement of long-term qualitative and quantitative performance metrics, with the amount of the LTIP Awards determined by the Board (with input from the Compensation Committee). For 2025, we granted to our NEOs LTIP Awards comprised (calculated based on grant date fair value): (i) 50% of restricted stock units with market conditions (“PSUs”) vesting after the completion of a performance period ending on December 31 of the third calendar year after the date of grant, (ii) 30% of time-based restricted stock units (“RSUs”) vesting ratably over a three-year term, and (iii) 20% of time-based stock options (“Stock Options”) vesting ratably over a three-year term. For 2026, the Compensation Committee and the Board approved changes to the composition of the LTIP Awards to eliminate stock options such that future grants will consist of 50% RSUs and 50% PSUs, which will have performance metrics based on Relative TSR (as defined below), revenue and Adjusted EBITDA targets, each weighted equally.

PSUs are a substantial, at-risk component of our NEO’s compensation tied to our long-term performance. The number of PSUs that vest depends entirely on the Company’s total stockholder return relative to the other peer companies (“Relative TSR”) for the applicable performance period, and can range from 0% to 200% of the target award. To earn a target award, the Company must achieve a Relative TSR performance at the 55th percentile relative to our designated peer group, with companies in the designated peer group that the Compensation Committee deems to be “direct competitors” being counted twice when determining this percentile. Achievement below the 30th percentile results in no shares vesting under the PSUs, and if the Relative TSR is negative for the performance period, then the maximum vesting percentage is 100%. The Compensation Committee chose Relative TSR as it continues to be an objective and meaningful metric to evaluate our performance against that of other peer companies and to align the interests of our NEOs with the interests of our stockholders in creating long-term value.

We measure Relative TSR for the applicable performance period based on the change in each peer company’s stock price during that period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. A 90-trading-day averaging period is used to determine the beginning and ending stock price values used to calculate the total shareholder return of the Company and the designated peer companies. This averaging period mitigates the impact on the long-term Relative TSR results of one-day or short-term stock price fluctuations at the beginning or end of the performance period. The change in stock price value from the beginning to the end of the period is divided by the beginning stock price value to determine TSR. During 2025, the PSUs that were granted to the NEOs in 2023 and had a performance period end on December 31, 2025, paid out at 200% of the target award amount because the Company’s Relative TSR was in the top 80th percentile.

RSUs and Stock Options with time-based vesting align the interests of our NEOs with the interests of our stockholders by promoting the stability and retention of a high-performing executive team over the longer term.

The combination of these LTIP Award components ensures that our compensation is aligned with metrics that the Compensation Committee believes will optimize long-term total return for stockholders. We believe that our compensation program for our executives, including our NEOs, remains an important way to ensure that we align executive pay to financial performance. We also maintain financial discipline with respect to our compensation programs to limit dilution to our stockholders.

LTIP Award Grant Practices

We grant LTIP Awards upon the recommendation of our Compensation Committee and approval of our Board. Our LTIP Awards, if LTIP Awards are granted in a given year, are generally recommended by the Compensation Committee in the first quarter of the year and presented to the Board for approval at its regularly scheduled meeting during the first quarter of the year. Our Compensation Committee recommends to the Board for approval and our Board approves all LTIP Award grants on or before the grant date and neither the Compensation Committee nor the Board takes material nonpublic information into account when determining the timing and terms of LTIP Awards, including stock options, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

2025 Average Mix of Annual Pay Elements

We believe that the (i) 2025 mix of pay elements, (ii) allocation between cash and equity and between short-term and long-term elements and (iii) differentiation between fixed and variable compensation provided appropriate incentives to motivate near-term performance, while simultaneously providing significant incentives to keep the executives focused on longer-term corporate goals that can drive shareholder value. Approximately 67.2% of average NEO compensation earned for 2025 was equity-based (based on the grant date fair value of awards granted in 2025) to align the pay of our NEOs with the interests of our shareholders.

Other Benefits and Compensation Elements

In addition to the primary compensation elements described above, our NEOs participate in the same broad-based employee benefits programs generally available to our other employees, including our health and welfare programs, 401(k) plan, and other benefit programs on the same basis as other employees. Under our 401(k) program, the Company matches 100% of each dollar contributed by a participant, up to the first 4% of eligible compensation, subject to tax limits, and all amounts and any corresponding earnings are 100% vested at all times. These health and welfare benefits include group health (medical, dental, and vision) insurance, group short- and long-term disability insurance and group life insurance. Items or services provided to our NEOs that may be considered perquisites are limited and generally do not have an associated incremental cost to the Company.

Compensation Committee Judgment and Discretion

In addition to the Compensation Committee administering our Equity Incentive Plan, it also reviews and recommends to the full Board for approval, the compensation of our NEOs. The Compensation Committee’s executive compensation determinations are subjective and the result of its business judgment, which is informed by the experience of its members and input provided by our CEO (other than with respect to his own compensation), other members of management, our stockholders and, if applicable, independent advisors.

Our Compensation Committee conducts an annual review of our executive compensation program to determine any appropriate changes. In making this determination, the Compensation Committee may consult with independent advisors and management; however, the Compensation Committee makes final decisions regarding the compensation paid to our NEOs based on its own judgment. In determining whether to make changes to our executive compensation program, the Compensation Committee may consider a number of factors, including the size, scope and performance of our business, evolving compensation trends, financial goal, and stockholders’ interests.

Roles of other Key Stakeholders

At the Compensation Committee’s request, our CEO, Mr. Schwartz provides input regarding the performance and compensation of the other NEOs. The Compensation Committee considers Mr. Schwartz’s evaluation of, and his direct knowledge about, each NEO’s performance and contributions when making compensation decisions. Mr. Schwartz is not present during Compensation Committee voting or deliberations regarding his own compensation.

Stockholder Advisory Vote on Executive Compensation

At the 2025 annual meeting of stockholders, our stockholders considered an advisory proposal on the frequency of holding a vote on executive compensation and, as the Board recommended, voted to hold an advisory vote on the compensation of our NEOs every three (3) years. At our 2025 annual meeting of stockholders, approximately 99.36% of the votes cast were in favor of our executive compensation policies, practices and determinations. After considering the stockholders’ advisory votes, including the level of support received for each proposal, the Compensation Committee continues to believe that the Company’s executive compensation structure best achieves the desired alignment. Additionally, we have ongoing discussions with many of our stockholders regarding various topics, including our performance and strategy, corporate governance and executive compensation. The Compensation Committee considers these discussions while reviewing our executive compensation program and will continue to consider stockholder feedback and the results of say-on-pay votes when making future compensation decisions.

Governance and Other Considerations

Clawback Policy. To help create and maintain a culture that emphasizes integrity and accountability and that reinforces our pay-for-performance compensation philosophy, our Board has adopted a Policy Regarding the Mandatory Recovery of Erroneously Awarded Compensation, also known as a clawback policy, which is consistent with the requirements adopted by the SEC and the NYSE. Pursuant to this clawback policy, except for certain enumerated exceptions, we are required to recoup erroneously received incentive-based compensation, with respect to such compensation granted or received on or after October 2, 2023, from each current or former executive officer of the Company if we are required to prepare a restatement due to material noncompliance with financial reporting requirements under U.S. securities laws. For the complete terms of this policy, please see exhibit 97 of our Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 18, 2026.

Insider Trading Policy; Policy on Short Sales and Other Speculative Trades. Our Board has adopted an Insider Trading Policy, which governs the purchase, sale and other dispositions of the Company’s securities that applies to all directors, officers and employees of the Company and each subsidiary of the Company and certain other persons associated with the foregoing categories of persons. The policy also applies to the securities of other companies with which we have a business relationship, including customers, vendors, and suppliers and those with which the Company may be negotiating major transactions, such as an acquisition, merger, or tender offer. In addition, the policy generally prohibits our directors, officers and employees from engaging in hedging or monetization transactions, such as prepaid variable forwards, equity swaps, collars and exchange funds; short sales; and transactions in publicly traded options, such as puts, calls and other derivatives involving our equity securities, without prior approval from the Chief Legal Officer. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. For the complete terms of our Insider Trading Policy, please see exhibit 19 of our Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 18, 2026.

Stock Ownership Guidelines. Under our stock ownership guidelines, Mr. Schwartz is expected to own shares of the Company’s stock that have a value equal to at least five times his annual base salary and all other executive officers are expected to own shares that have a value equal to at least three times their annual base salary within five years of the officer first becoming subject to the guidelines. Shares may be owned directly by the individual, owned jointly with or separately by the individual’s spouse or minor children, or beneficially owned in the individual’s “family trust”. For purposes of these guidelines, unvested RSUs, but not PSUs or unexercised

Stock Options, count towards the ownership totals under the guidelines. Each executive officer currently holds shares in excess of these guidelines.

Tax Deductibility of Compensation Expense. Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a publicly held company can deduct in any tax year on compensation paid to each “covered employee,” which includes our NEOs. While the Compensation Committee considers tax deductibility as one of many factors in determining executive compensation, the Compensation Committee will award or modify compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not tax deductible by the Company.

Risk Considerations. In establishing and reviewing the Company’s executive compensation program, the Compensation Committee considers whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. See “Corporate Governance–Board Role in Risk Oversight” above for an additional discussion of risk considerations.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis. Based on this review and discussion, the Compensation Committee recommended to the Board that the section entitled “Compensation Discussion and Analysis” be included in this Proxy Statement for the Annual Meeting.

Submitted by the Compensation Committee of the Board:

Neil Bluhm (Chair)

Niccolo de Masi

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table


Name and Principal Position	Fiscal Year	Salary ($)		Stock Awards ($)(1)(2)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Richard Schwartz	2025	$	653,800	$	4,135,685	$	1,089,668	$	1,053,650	$	14,000	$	6,946,803
Chief Executive Officer	2024	$	623,800	$	6,368,977	$	1,039,668	$	983,529	$	13,800	$	9,029,774
	2023	$	613,800	$	4,407,077	$	1,023,001	$	872,583	$	13,200	$	6,929,661
Kyle Sauers	2025	$	554,506	$	2,711,231	$	443,205	$	726,210	$	14,000	$	4,449,151
President and Chief Financial Officer	2024	$	506,846	$	2,587,448	$	422,373	$	646,232	$	13,800	$	4,176,699
	2023	$	496,846	$	1,783,678	$	414,039	$	577,898	$	13,200	$	3,285,661
Mattias Stetz	2025	$	465,000	$	923,473	$	243,317	$	514,010	$	14,000	$	2,159,800
Chief Operating Officer	2024	$	445,000	$	1,426,432	$	232,852	$	500,777	$	13,800	$	2,618,861
	2023	$	440,000	$	991,843	$	230,234	$	431,450	$	13,200	$	2,106,727
Paul Wierbicki	2025(5)	$	435,000	$	528,319	$	139,206	$	364,985	$	14,000	$	1,481,510
Chief Legal Officer	2024	$	415,000	$	813,536	$	132,804	$	348,602	$	13,800	$	1,723,742
Neil Bluhm	2025(6)	$	392,562	$	379,544	$	100,004	$	—	$	—	$	872,110
Executive Chairman

(1) The amounts in these columns represent the aggregate grant-date fair value of the applicable equity awards granted to each NEO computed in accordance with FASB ASC Topic 718. See Note 8 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a discussion of all assumptions made by us in determining the grant-date fair value of these awards.

(2) The amounts disclosed in this column for 2025 comprise the grant date fair value of the RSUs and PSUs granted in 2025 as shown in the table below.


Name	RSUs		PSUs
Richard Schwartz	$	1,283,283	$	2,852,402
Kyle Sauers	$	1,551,051	$	1,160,180
Mattias Stetz	$	286,546	$	636,927
Paul Wierbicki	$	163,935	$	364,384
Neil Bluhm	$	117,775	$	261,769

For 2025, the grant date fair values of performance stock unit awards subject to market conditions were: $2,852,402 for Mr. Schwartz, $1,160,180 for Mr. Sauers, $636,927 for Mr. Stetz, $364,384 for Mr. Wierbicki and $261,769 for Mr. Bluhm. At the maximum levels of performance, the values would be: $5,704,804 for Mr. Schwartz, $2,320,359 for Mr. Sauers, $1,273,854 for Mr. Stetz, $728,769 for Mr. Wierbicki and $523,538 for Mr. Bluhm. The price used to determine the number of RSUs and PSUs awarded as part of the annual equity program was the trailing 60-day average closing price on the NYSE of our Class A Common Stock on the date on which the awards were granted.

(3) Reflects payments earned by the NEOs in accordance with the Company’s annual cash bonus program for the applicable calendar year. See “Annual Cash Bonus” above for a description of the annual cash bonus program.

(4) The amounts in this column represent Company matching contributions under the Company’s 401(k) plan. See “Other Benefits and Compensation Elements” above for a description of the matching formula.

(5) Beginning with the year ended December 31, 2024, Mr. Wierbicki was determined to be an NEO. Mr. Wierbicki was not a named executive officer for the fiscal year ended December 31, 2023, and therefore his compensation for that year has been excluded from the Summary Compensation Table in accordance with SEC disclosure rules.

(6) Beginning with the year ended December 31, 2025, Mr. Bluhm was determined to be an NEO. Mr. Bluhm was not a named executive officer for the fiscal years ended December 31, 2023 and 2024, and therefore his compensation for those years has been excluded from the Summary Compensation Table in accordance with SEC disclosure rules. In lieu of receiving his base salary in cash, Mr. Bluhm elected to receive his entire salary for 2025 in the form of RSUs that vest at the Annual Meeting.

The amounts in the salary and non-equity incentive plan compensation columns of the Summary Compensation Table reflect actual amounts earned in the relevant years, while the amounts in the stock awards and stock options columns reflect accounting values determined as of the date of grant. See “Employment and Similar Arrangements” below for a summary of the individual agreements that provide for much of the compensation identified in the Summary Compensation Table. The tables entitled “Outstanding Equity Awards” and “Stock Vested” provide further information on the NEOs’ potential realizable value and actual value realized with respect to their

equity awards. The Summary Compensation Table should be read in conjunction with the Compensation Discussion and Analysis and the subsequent tables and narrative descriptions.

Grants of Plan-Based Awards


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock and Option Awards(2) ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Richard Schwartz		$—	$719,180	$—
	3/14/2025(3)				99,944	199,888	399,776				$2,852,402
	3/14/2025(4)							119,933			$1,283,283
	3/14/2025(5)								162,637	$6.70	$1,089,668
Kyle Sauers		$—	$501,386	$—
	3/14/2025(3)				40,651	81,302	162,604				$1,160,180
	3/14/2025(4)							48,781			$521,957
	10/15/2025(4)							51,922			$1,029,094
	3/14/2025(5)								66,150	$6.70	$443,205
Mattias Stetz		$—	$372,000	$—
	3/14/2025(3)				22,317	44,634	89,268				$636,927
	3/14/2025(4)							26,780			$286,546
	3/14/2025(5)								36,316	$6.70	$243,317
Paul Wierbicki		$—	$261,000	$—
	3/14/2025(3)				12,768	25,535	51,070				$364,384
	3/14/2025(4)							15,321			$163,935
	3/14/2025(5)								20,777	$6.70	$139,206
Neil Bluhm		$—	$—	$—
	3/14/2025(3)				9,172	18,344	36,688				$261,769
	3/14/2025(4)							47,695			$510,337
	3/14/2025(5)								14,926	$6.70	$100,004

(1) These amounts reflect the target payout with no threshold or maximum, payable to our NEOs under our short-term incentive plan. For more information regarding our short-term incentive plan, including the performance targets used for 2025, see “Executive Compensation—Compensation Discussion and Analysis” in the section entitled “Annual Cash Bonus.” Mr. Bluhm does not participate in the short-term incentive plan.

(2) The aggregate grant date fair value of awards presented in this column is calculated in accordance with FASB ASC 718, which for PSUs is based upon the probable outcome of the performance conditions.

(3) PSU award.

(4) RSU award. Solely with respect to Mr. Bluhm's RSU award, this amount includes 36,688 RSUs representing his base salary, which he elected to receive in the form of RSUs in lieu of cash.

(5) Stock Option award.

Description of Plan-Based Awards

Non-Equity Incentive Plan Awards. Each of the “Non-Equity Incentive Plan Awards” shown in the table entitled “Grants of Plan-Based Awards” was granted under the Company’s short-term incentive compensation plan (the “STIP Plan”). The material terms of these non-equity incentive awards granted under the STIP Plan are described under “Executive Compensation—Compensation Discussion and Analysis” in the section entitled “Annual Cash Bonus.”

Equity Incentive Plan Awards. Each of the time-based RSUs, time-based Options and PSUs (i.e., RSUs with market conditions) shown in the table entitled “Grants of Plan-Based Awards” was granted under, and is subject to, the terms of the Equity Incentive Plan. The Compensation Committee administers the Equity Incentive Plan.

•Time-Based RSUs and Stock Options. The material terms of the time-based RSUs and time-based Stock Options granted to our NEOs are described under “Executive Compensation—Compensation Discussion and Analysis” in the section entitled “Long-Term Equity Incentives.”

•PSUs. The material terms of the PSUs (i.e., RSUs with market conditions) granted to our NEOs are described under “Executive Compensation—Compensation Discussion and Analysis” in the section entitled “Long-Term Equity Incentives.”

Outstanding Equity Awards at 2025 Year End

The market value of unvested or unearned awards is calculated using a $19.43 per share price of our Class A Common Stock, which was the closing price per share of our Class A Common Stock on the NYSE on December 31, 2025 (the last trading day of the year).


	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Option (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Yet Vested (#)	Market Value of Shares or Units of Stock That Have Not Yet Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Yet Vested ($)
Richard Schwartz	32,051(1)	—	—	15.40	4/9/2031	—	—	—	—
	442,023(2)	—	—	3.99	9/27/2032	—	—	—	—
	318,692(3)	159,346(3)	—	3.28	3/15/2033	—	—	—	—
	92,662(4)	185,324(4)	—	5.79	3/15/2034	—	—	—	—
	—	162,637(5)	—	10.70	3/14/2035	—	—	—	—
	—	—	—	—	—	454,822(6)	8,837,191	—	—
	—	—	—	—	—	—	—	1,318,300(7)	25,614,569
	—	—	—	—	—	—	—	1,015,300(7)	19,727,279
	—	—	—	—	—	—	—	399,776(7)	7,767,648
Kyle Sauers	24,291(1)	—	—	15.40	4/9/2031	—	—	—	—
	132,556(2)	—	—	3.99	9/27/2032	—	—	—	—
	128,984(3)	64,492(3)	—	3.28	3/15/2033	—	—	—	—
	37,645(4)	75,289(4)	—	5.79	3/15/2034	—	—	—	—
	—	66,150(5)	—	10.70	3/14/2035	—	—	—	—
	—	—	—	—	—	236,552(6)	4,596,205	—	—
	—	—	—	—	—	—	—	533,556(7)	10,366,993
	—	—	—	—	—	—	—	412,474(7)	8,014,370
	—	—	—	—	—	—	—	162,604(7)	3,159,396
Mattias Stetz	6,748(1)	—	—	15.40	4/9/2031	—	—	—	—
	49,7282)	—	—	3.99	9/27/2032	—	—	—	—
	71,724(3)	35,862(3)	—	3.28	3/15/2033	—	—	—	—
	20,754(4)	41,506(4)	—	5.79	3/15/2034	—	—	—	—
	—	36,316(5)	—	10.70	3/14/2035	—	—	—	—
	—	—	—	—	—	101,927(6)	1,980,442	—	—
	—	—	—	—	—	—	—	296,692(7)	5,764,726
	—	—	—	—	—	—	—	227,392(7)	4,418,227
	—	—	—	—	—	—	—	89,268(7)	1,734,447
Paul Wierbicki	20,436(3)	20,436(3)	—	3.28	3/15/2033	—	—	—	—
	11,837(4)	23,672(4)	—	5.79	3/15/2034	—	—	—	—
	—	20,777(5)	—	10.70	3/14/2035	—	—	—	—
	—	—	—	—	—	91,498(6)	1,777,806	—	—
	—	—	—	—	—	—	—	169,074(7)	3,285,108


	—	—	—	—	—	—	—	129,688(7)	2,519,838
	—	—	—	—	—	—	—	51,070(7)	992,290
Neil Bluhm	13,495(1)	—	—	15.40	4/9/2031	—	—	—	—
	44,203(2)	—	—	3.99	9/27/2032	—	—	—	—
	31,153(3)	15,576(3)	—	3.28	3/15/2033	—	—	—	—
	8,913(4)	17,825(4)	—	5.79	3/15/2034	—	—	—	—
	—	14,926(5)	—	10.70	3/14/2035	—	—	—	—
	—	—	—	—	—	80,112(6)	1,556,576	—	—
	—	—	—	—	—	—	—	128,866(7)	2,503,866
	—	—	—	—	—	—	—	97,658(7)	1,897,495
	—	—	—	—	—	—	—	36,688(7)	712,848

1.Represents fully vested time-based stock option awards. The options expire 10 years from the date of the grant, April 9, 2021.

2.Represents fully vested time-based stock option awards. The options expire 10 years from the date of the grant, September 27, 2022.

3.Represents time-based stock option awards. While the options expire 10 years from the date of the grant, these time-based stock options vest in approximately equal annual installments over a three-year period from the date of grant, March 15, 2023.

4.Represents time-based stock option awards. While the options expire 10 years from the date of the grant, these time-based stock options vest in approximately equal annual installments over a three-year period from the date of grant, March 15, 2024.

5.Represents time-based stock option awards. While the options expire 10 years from the date of the grant, these time-based stock options vest in approximately equal annual installments over a three-year period from the date of grant, March 14, 2025.

6.Represents time-based RSU awards, and generally vest in equal annual installments over a three-year period from the date of grant (other than the October 15, 2025 grant for Mr. Sauers, which vests over a four-year period from the date of grant). The number of RSUs granted to each Named Executive Officer on each date of grant that have not yet vested as of December 31, 2025 are as follows:


Name	March 15, 2023	March 15, 2024	March 14, 2025	October 15, 2025	Total
Richard Schwartz	131,830	203,059	119,933	—	454,822
Kyle Sauers	53,355	82,494	48,781	51,922	236,552
Mattias Stetz	29,669	45,478	26,780	—	101,927
Paul Wierbicki	50,240	25,937	15,321	—	91,498
Neil Bluhm	12,886	19,531	47,695	—	80,112

7.Represents PSU awards, which provide an opportunity for recipients to receive shares based on certain market conditions (the Company’s total stockholder return relative to certain peer group companies) at the end of a three-year performance period. If the minimum performance target is not met, no award is earned. If at least the minimum performance target is attained, awards can range from 50% of the target number of shares to 200% of the target number of shares underlying the PSUs. Amounts shown represent attainment of the maximum performance target and maximum award payout at, 200% of the target number of shares underlying the PSUs.

Option Exercises and Stock Vested Table

The following table shows information regarding the exercise of Stock Options and the vesting of RSUs and PSUs during 2025 that were previously granted to the NEOs.


Name	Option Awards		Stock Awards
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Richard Schwartz	—	$—	2,676,974	$43,813,330
Kyle Sauers	44,253	$586,352	678,285	$12,467,971
Mattias Stetz	—	$—	563,198	$8,875,689
Paul Wierbicki	—	$—	232,284	$3,961,455
Neil Bluhm(1)	—	$—	261,707	$4,238,163

1.Includes Mr. Bluhm's entire base salary for 2024, which he elected to receive in the form of RSUs, in lieu of cash, and which vested at the 2025 annual meeting of stockholders.

Employment and Similar Arrangements

Richard Schwartz. On December 30, 2025, we entered into an amended and restated offer letter agreement with Mr. Richard Schwartz, our Chief Executive Officer and a member of the Board (the “Schwartz Letter”). The Schwartz Letter superseded and replaced the employment letter that we previously entered into with Mr. Schwartz. Pursuant to the Schwartz Letter, Mr. Schwartz continues to serve as our Chief Executive Officer. For his service as our Chief Executive Officer, we generally agreed to provide Mr. Schwartz with (a) an annual base salary of $653,800, (b) eligibility to participate in our discretionary bonus plan with a target annual bonus equal to 110% of base salary and with the actual bonus payment amount to be based on the achievement of corporate/financial and individual objectives, (c) eligibility to receive annual awards of stock options or shares/units under the long-term incentive compensation plan with a value of annual awards equal to 8.3 times his base salary, subject to both time-based and performance-based vesting (with the final amount to be determined by the Board or applicable committee thereof, at the time of approval of such awards), and (d) eligibility to participate in any employee benefit plans generally available to our employees. Under a separate restrictive covenant agreement, Mr. Schwartz is subject to certain restrictive covenants, including, but not limited to, confidentiality, and during the employment term and for an 18-month post-employment period, non-disparagement, noncompete and non-solicitation of customers and employees.

In the event that Mr. Schwartz’s employment is terminated prior to a “change in control” (as defined in our policies) either by us without “cause” or by Mr. Schwartz for “good reason” (each as defined below) subject to his timely execution and non-revocation of a general release of claims in favor of the Company and continued compliance with his restrictive covenant obligations (as described above), the Schwartz Letter provides Mr. Schwartz with eligibility to receive (a) a prorated portion of his annual bonus for the year of termination based on actual performance, (b) a cash severance payment equal to the sum of his annualized base salary and target bonus payable over a 12 month period, (c) payment of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) health care continuation premiums for up to 12 months, and (d) partial accelerated vesting of his unvested time-based equity awards that would have otherwise vested within 12 months following the date of termination, with any performance-based equity awards being earned in a prorated portion of such award based on the portion of the applicable performance period that Mr. Schwartz was employed and calculated according to actual performance as determined at the end of the applicable performance period (the “Severance Benefits”).

In the event that Mr. Schwartz’s employment is terminated within the 24 months following a “change in control,” either by us without “cause” or by Mr. Schwartz for “good reason,” subject to his timely execution and non-revocation of a general release of claims in favor of the Company and continued compliance with his restrictive covenant obligations as described above, the Schwartz Letter provides Mr. Schwartz with eligibility to receive (a) a prorated portion of his annual bonus for the year of termination based on actual performance, (b) a cash severance payment equal to two and a half times the sum of his annualized base salary and the greater of his target bonus amount or the average actual bonus paid over the most recent two years prior to the “change in control,” payable over a 12 month period, (c) payment of COBRA health care continuation premiums for up to 12 months, and (d) accelerated vesting of all of his unvested time-based equity awards and the assumption, conversion or replacement of his performance-based awards with substantially similar awards or, if such awards are not assumed, converted or replaced, vesting in full of such awards at the greater of target or actual performance through the date of the “change in control” (the “Change of Control Severance Benefits”).

The Schwartz letter also provides that in the event of a “change in control”, with respect to any long-term compensation plan equity grants that Mr. Schwartz received but have not vested, (a) any unvested performance-based equity awards shall immediately, at the successor entity’s option, be replaced with new performance-based publicly traded equity awards, provided that if replaced, the value of and associated performance conditions of any such replacement awards can be substantially replicated to those of any performance-based equity award being replaced, and (b) if the successor entity does not assume, convert or replace the performance-based equity awards as set forth in the preceding clause (a), such performance-based equity awards shall fully vest, based upon the greater of target or Company’s actual performance achieved through the date of the “change in control.”

Kyle Sauers. On October 15, 2025, we entered into an amended and restated offer letter agreement with Mr. Sauers, our President and Chief Financial Officer (the “Sauers Letter”). The Sauers Letter superseded and replaced the employment letter that we previously entered into with Mr. Sauers. Pursuant to the Sauers Letter, Mr. Sauers serves as our President and Chief Financial Officer. Pursuant to the Sauers Letter, we generally agree to provide Mr. Sauers with (a) an annual base salary of $650,000, (b) a one-time equity award of 51,922 RSUs, which will vest ratably over four years from the date of the Sauers Letter, (c) eligibility to participate in our discretionary bonus plan with a target annual bonus equal to 90% of base salary and with the actual bonus payment amount to be based on the achievement of corporate/financial and individual objectives, (d) eligibility to receive annual awards of stock options or shares/units under the long-term incentive compensation plan with a value of annual awards equal to six times Mr. Sauers’ base salary, subject to both time-based and performance-based vesting, and (e) eligibility to participate in any employee benefit plans generally available to our employees. Under a separate restrictive covenant agreement, Mr. Sauers is subject to certain restrictive covenants, including, but not limited to, confidentiality and non-disparagement during the employment term and for an 18-month post-employment period, non-disparagement, noncompete and non-solicitation of customers and employees.

In the event that Mr. Sauers’ employment is terminated prior to a “change in control” (as defined in our policies) either by us without “cause” or by Mr. Sauers for “good reason” (each as defined below) subject to his timely execution and non-revocation of a general release of claims in favor of the Company and continued compliance with his restrictive covenant obligations (as described above), the Sauers Letter provides Mr. Sauers with Severance Benefits consistent with those provided to Mr. Schwartz.

In the event that Mr. Sauers’ employment is terminated within the 24 months following a “change in control,” either by us without “cause” or by Mr. Sauers for “good reason,” subject to his timely execution and non-revocation of a general release of claims in favor of the Company and continued compliance with his restrictive covenant obligations, as described above, the Sauers Letter provides Mr. Sauers with eligibility to receive (i) a prorated portion of his annual bonus f

SEC Form PRE 14A filed by Rush Street Interactive Inc.