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
Contents
APPENDIX A
PROPOSED AMENDMENTS TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RUSH STREET INTERACTIVE INC.
The following sets forth the text of the Charter Amendments (with proposed additions reflected by underlined text and proposed deletions reflected by lined-out text), as described in Proposal 3 of this proxy statement.
Amend Article VI, Section 6.3 as follows:
Section 6.3 Resignation, Disqualification, and Removal. Any director may resign at any time upon notice to the Corporation given in writing or by any electronic transmission permitted by the By-Laws. Without limiting the rights of any party pursuant to the Investor Rights Agreement, any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock of the Corporation, voting separately as a series or together with one or more other such series, as the case may be) may be removed only for cause and only upon the affirmative vote of the holders of a majority in voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class; provided that any directorwho is or becomes an Unsuitable Person pursuant to the terms of Article XIV, shall resign from office within 5 business days after becoming an Unsuitable Person and, if such director does not resign by the end of such period, such director shall be automatically may be removed from office without any further action needed by the Company, the Board or the stockholders of the Company; provided further that, solely for the avoidance of doubt, this removal requirement is in addition to (and not in lieu) of any right of the stockholders of the Company to remove such director. In the event of a dispute as to whether a director is or has become an Unsuitable Person, the Board’s good-faith determination that such director is an Unsuitable Person shall resolve the dispute upon a good faith finding of the Board that such director is an Unsuitable Person pursuant to the terms of Article XIV. Without limiting the rights of any party pursuant to the Investor Rights Agreement, in case the Board or any one or more directors should be so removed, new directors may be elected pursuant to Section 6.2.
Amend Article VIII, Section 8.1 as follows:
Section 8.1 Limited Liability of Directorsand Officers. To the fullest extent permitted by law, no directoror officer of the Corporation will have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a directoror officer, as applicable. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directorsor officers, then the liability of a directoror officer, as applicable, of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Neither the amendment nor the repeal of this Article VIII shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a directoror officer of the Corporation existing prior to such amendment or repeal.
Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders
To view the 2026 Proxy Statement, 2025 Annual Report and to Attend the Annual Meeting, please go to:
https://www.cstproxy.com/rushstreetinteractive/2026
FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Kyle Sauers as proxy, with the power to appoint his substitute, and authorizes him to represent and to vote, as designated on the reverse hereof, all of the shares of Class A Common Stock and Class V Common Stock of Rush Street Interactive, Inc. held of record by the undersigned at the close of business on April 14, 2026 at the Annual Meeting of Stockholders of Rush Street Interactive, Inc. to be held on June 3, 2026, or at any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF NEIL BLUHM, JACK MARKELL, NICCOLO DE MASI AND THOMAS WINTER TO THE BOARD OF DIRECTORS, “FOR” PROPOSAL 2, AND “FOR” PROPOSAL 3, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSON NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
(Continued, and to be marked, dated and signed, on the other side)
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