Rush Street Interactive, Inc.
For the period ended Apr 24, 2026. Filed Apr 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 24, 2026 · Filed Apr 24, 2026
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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)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Chicago, Illinois 60611
April 24, 2026
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:
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;
ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for fiscal year 2026;
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
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 April 14, 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
April 24, 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 CHARTER | 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 |
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