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Rush Street Interactive, Inc.

For the period ended Mar 31, 2026. Filed Apr 29, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 29, 2026

RSI$12.28+3.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-30.

0001793659-25-000193

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-29.

0001793659-26-000023

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 105 previous paragraphs and 98 current paragraphs.

58 unchanged; 37 reworded; 2 added; 8 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 5 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (2)

Current report

The year-over-year decrease in ARPMAU was primarily attributable to the significant increase in MAUs during the same period. This trend reflects this influx of new players, who generally generate lower ARPMAU compared to more established players, thus reducing overall ARPMAU.

Current report

The year-over-year increase in ARPMAU in Latin America was primarily driven by a reduction in player bonusing during the three months ended March 31, 2026. This decrease in player bonusing followed a ruling by the Colombian Constitutional Court that a presidential decree imposing a temporary value-added tax on online betting in Colombia, which became effective during the three months ended March 31, 2025, was unconstitutional.
Removed paragraphs (8)

Previous report

ARPMAU remained generally flat in the United States and Canada year-over-year while significantly increasing MAUs in the same period.

Previous report

The year-over-year decrease in ARPMAU in Latin America was mainly driven by the negative impact of additional player bonusing as a result of the value-added tax imposed on customer deposits in Colombia, which became effective during the nine months ended September 30, 2025, and unfavorable foreign exchange rate fluctuations.

Previous report

Sales and Marketing. Sales and marketing expense decreased by $0.2 million, or 1%, to $39.0 million for the three months ended September 30, 2025 as compared to $39.2 million for the same period in 2024. The decrease was primarily driven by reduced marketing spend resulting from management’s strategy to rationalize marketing spend as the North American and Latin American online gaming industries continue to mature, which was partially offset by higher marketing personnel costs and share-based compensation expense. Sales and marketing expense as a percentage of revenue decreased to 14% for the three months ended September 30, 2025 as compared to 17% for the same period in 2024.

Previous report

General and Administrative. General and administrative expense decreased by $0.8 million, or 3%, to $25.7 million for the three months ended September 30, 2025 as compared to $26.5 million for the same period in 2024. The decrease was primarily due to lower share-based compensation expense. General and administrative expense as a percentage of revenue decreased to 9% for the three months ended September 30, 2025 as compared to 11% for the same period in 2024.

Previous report

Comparison of the Nine Months Ended September 30, 2025 and 2024

Previous report

Revenue. Revenue increased by $139.6 million, or 21%, to $809.5 million for the nine months ended September 30, 2025 as compared to $669.9 million for the same period in 2024. The increase was mainly due to and directly correlated with our continued growth across existing markets and expansion into new markets. The increase reflects higher period-over-period online casino and sports betting revenue of $139.9 million and social gaming revenue of $0.4 million, which was partially offset by a decrease of retail sports betting revenue of $0.7 million.

Previous report

Costs of Revenue. Costs of revenue increased by $88.1 million, or 20%, to $528.5 million for the nine months ended September 30, 2025 as compared to $440.4 million for the same period in 2024. The increase was mainly due to and directly correlated with, our expansion and continued growth as noted above. Gaming taxes, market access costs, operating expenses and payment processing costs contributed $37.3 million, $27.5 million, $9.0 million and $5.8 million, respectively, to the period-over-period increase in costs of revenue. Personnel costs contributed to the remainder of the period-over-period increase. Costs of revenue as a percentage of revenue decreased to 65% for the nine months ended September 30, 2025 as compared to 66% for the same period in 2024.

Previous report

Income Tax Expense (Benefit). Income tax benefit was $102.8 million for the nine months ended September 30, 2025 as compared to income tax expense of $17.0 million for the same period in 2024. Income tax benefit is primarily attributable to the release of a valuation allowance as it is more likely than not that some portion of the deferred asset may be realized.
Reworded paragraphs (37)

Previous wording

We provide our customers with an array of leading gaming offerings such as real-money online casino, online sports betting and retail sports betting (i.e., sports betting services provided at bricks-and-mortar locations), as well as social gaming, which involves free-to-play games using virtual credits that users can earn or purchase. We launched our first social gaming website in 2015 and began accepting real-money bets in the United States in 2016. Currently, we offer real-money online casino, online sports betting and/or retail sports betting in 16 U.S. states and the four international markets as outlined in the table below.

Current wording

We provide our customers with an array of leading gaming offerings such as real-money online casino, online sports betting and retail sports betting (i.e., sports betting services provided at bricks-and-mortar locations), as well as social gaming, which involves free-to-play games using virtual credits that users can earn or purchase (where permitted). We launched our first social gaming website in 2015 and began accepting real-money bets in the United States in 2016. Currently, we offer real-money online casino, online sports betting and/or retail sports betting in 16 U.S. states and four international markets as outlined in the table below.

Previous wording

Our real-money online casino and online sports betting offerings are currently provided under our BetRivers and PlaySugarHouse brands in the United States and Canada and under our RushBet brand in Latin America (which includes Mexico). We operate and/or support retail sports betting for our bricks-and-mortar partners under our brands or their respective brands depending on the terms of our arrangement. Many of our social gaming offerings are marketed under our own brands, although we also offer social gaming under our partners’ brands as well. Our decision about what brand or brands to use is market and/or partner specific, and is based on brand awareness, market research, marketing efficiency, contractual obligations and applicable gaming rules and regulations.

Current wording

Our real-money online casino and online sports betting offerings are generally provided under our BetRivers and PlaySugarHouse brands in the United States and Canada and under our RushBet brand in Latin America (which includes Mexico). We operate and/or support retail sports betting for our bricks-and-mortar partners under our brands or our partners’ respective brands depending on the terms of our arrangement. Many of our social gaming offerings are marketed under our own brands, although we also offer social gaming under our partners’ brands as well. Our decision about what brand or brands to use is market and/or partner specific, and is based on brand awareness, market research, marketing efficiency and applicable gaming rules and regulations.

Previous wording

MAUs is the number of unique users per month who have placed at least one real-money bet across one or more of our online casino, poker or online sports betting offerings. We average the MAUs for the months in the relevant period. We exclude users who have made a deposit but have not yet placed a real-money bet on at least one of our online offerings. We also exclude users who have placed a real-money bet but only with promotional incentives.

Current wording

MAUs is the number of unique users per month who have placed at least one real-money bet across one or more of our online casino, poker or online sports betting offerings. For periods longer than one month, we average the MAUs for the months in the relevant period. We exclude users who have made a deposit but have not yet placed a real-money bet on at least one of our online offerings. We also exclude users who have placed a real-money bet but only with promotional incentives.

Previous wording

The chart below presents our average MAUs in the United States and Canada for the nine months ended September 30, 2025 and 2024:

Current wording

The chart below presents our average MAUs in the United States and Canada for the three months ended March 31, 2026 and 2025:

Previous wording

The chart below presents our average MAUs in Latin America (including Mexico) for the nine months ended September 30, 2025 and 2024:

Current wording

The chart below presents our average MAUs in Latin America (including Mexico) for the three months ended March 31, 2026 and 2025:

Previous wording

The increase in MAUs in Latin America was mainly due to our continued growth and strong customer retention rates in Colombia and Mexico and expansion into new markets such as Peru. Additionally, we continue to achieve a positive response from our strategic advertising and marketing efforts.

Current wording

The increase in MAUs in Latin America was mainly due to our continued growth and strong customer retention rates in Colombia and Mexico. Additionally, we continue to achieve a positive response from our strategic advertising and marketing efforts.

Previous wording

The chart below presents our ARPMAU in the United States and Canada for the nine months ended September 30, 2025 and 2024:

Current wording

The chart below presents our ARPMAU in the United States and Canada for the three months ended March 31, 2026 and 2025:

Previous wording

The chart below presents our ARPMAU in Latin America (including Mexico) for the nine months ended September 30, 2025 and 2024:

Current wording

The chart below presents our ARPMAU in Latin America (including Mexico) for the three months ended March 31, 2026 and 2025:

Previous wording

We currently offer real-money online casino, online sports betting and/or retail sports betting in 16 U.S. states, Colombia, Ontario, Canada, Mexico and Peru. We also provide social gaming (where permitted), where users can earn or purchase virtual credits to enjoy free-to-play games.

Current wording

We currently offer real-money online casino, online sports betting and/or retail sports betting in 16 U.S. states, Colombia, Ontario, Canada, Mexico and Peru. We also provide social gaming, where users can earn or purchase (where permitted) virtual credits to enjoy free-to-play games.

Previous wording

We provide social gaming (where permitted) where users can earn or purchase virtual credits to enjoy free-to-play games. Users who exhaust their credits can either purchase additional virtual credits from the virtual cashier or wait until their virtual credits are replenished for free. Virtual credits have no monetary value and can only be used within our social gaming platform.

Current wording

We provide social gaming where users can earn or purchase (where permitted) virtual credits to enjoy free-to-play games. Users who exhaust their credits can either purchase additional virtual credits from the virtual cashier, if permitted, or wait until their virtual credits are replenished for free. Virtual credits have no monetary value and can only be used within our social gaming platform.

Previous wording

Costs of Revenue. Costs of revenue consist primarily of (i) revenue share and market access fees, (ii) third-party platform and content fees, (iii) gaming taxes, (iv) payment processing fees and chargebacks and (v) salaries, bonuses, benefits and share-based compensation for dedicated personnel. These costs are primarily variable in nature and should typically correlate with the change in revenue. Revenue share and market access fees consist primarily of variable amounts paid to local partners that hold the applicable gaming license, providing us the ability to offer our real-money online offerings in the respective jurisdictions. Our third-party platform and content fees are primarily driven by costs associated with third-party casino content, data and streaming, sports betting trading services and certain elements of our platform technology, such as geolocation and know-your-customer. Gaming taxes relate to state taxes that are determined on a jurisdiction-by-jurisdiction basis, or federal excise taxes that are determined based on a percentage of the total online sports and retail sports bets placed. We incur payment processing costs on customer deposits, withdrawals and occasionally chargebacks (i.e., when a payment processor contractually disallows customer deposits in the normal course of business).

Current wording

Costs of Revenue. Costs of revenue consist primarily of (i) revenue share and market access fees, which is reduced by any consideration from the vendor, (ii) third-party platform and content fees, (iii) gaming taxes, (iv) payment processing fees and chargebacks and (v) salaries, bonuses, benefits and share-based compensation for dedicated personnel. These costs are primarily variable in nature and should, in large part, correlate with the change in revenue. Revenue share and market access fees consist primarily of variable amounts paid to local partners that hold the applicable gaming license, providing us the ability to offer our real-money online offerings in the respective jurisdictions. Our third-party platform and content fees are primarily driven by costs associated with third-party casino content, data and streaming, sports betting trading services, geolocation, know-your-customer and platform hosting. Gaming taxes include jurisdictional taxes that are determined based on a percentage of revenue (or similar metrics) or excise taxes that are determined based on bets placed.

Previous wording

Sales and Marketing Costs. Sales and marketing costs consist primarily of costs associated with marketing our offerings via different channels, promotional activities and related customer acquisition costs. These costs also include salaries, bonuses, benefits and share-based compensation for dedicated personnel and are expensed as incurred.

Current wording

Sales and Marketing Costs. Sales and marketing costs consist primarily of costs associated with marketing our products and services via different channels, promotional activities and the related customer costs incurred to acquire new customers. These costs also include salaries, bonuses, benefits and share-based compensation for dedicated personnel and are expensed as incurred.

Previous wording

General and Administrative. General and administrative expenses consist primarily of administrative personnel costs, including salaries, bonuses and benefits, share-based compensation expense for dedicated personnel, professional fees related to legal, compliance, audit and consulting services, rent, insurance costs, technology and foreign exchange gains or losses.

Current wording

General and Administrative. General and administrative costs consist primarily of administrative personnel costs (including salaries, bonuses, benefits and share-based compensation), professional fees related to legal, compliance, accounting and consulting, indirect technology costs, rent expense, insurance costs, and foreign exchange gains or losses.

Previous wording

Depreciation and Amortization. Depreciation and amortization expense consists of depreciation on our property and equipment and amortization of intangible assets (including market access licenses, gaming jurisdictional licenses, internally developed software, developed technology, and other intangible assets) and finance lease right-of-use assets over their useful lives.

Current wording

Depreciation and Amortization. Depreciation and amortization expense consists of depreciation on our property and equipment and amortization of intangible assets (including market access licenses, gaming jurisdictional licenses, internally developed software, developed technology, and other intangibles) and finance lease right-of-use assets over their useful lives.

Previous wording

Tax Receivable Agreement Expense. Tax receivable agreement expense consists of the accounting cost associated with the initial recognition of the TRA liability as of June 30, 2025. This expense reflects changes in the estimated future payments under the TRA attributable to RSILP Unit exchanges completed prior to that date. These prior exchanges increased the Company’s tax basis in its share of RSILP’s underlying assets, giving rise to expected tax savings and corresponding TRA liability. RSILP Unit exchanges occurring after June 30, 2025 will not result in TRA expense, as the associated increase in tax basis and the resulting TRA liability will be accounted for as equity transactions.

Current wording

Change in Tax Receivable Agreement Liability. The costs or adjustment to costs associated with the recognition of the TRA liability is recorded in Change in tax receivable agreement liability on the consolidated statements of operations. This cost or adjustment reflects changes in the estimated future payments under the TRA attributable to RSILP Unit exchanges completed prior to June 30, 2025. These prior exchanges increased our tax basis in our share of RSILP’s underlying assets, giving rise to expected tax savings and corresponding TRA liability. RSILP Unit exchanges occurring after June 30, 2025 will not result in change in tax receivable agreement liability, as the associated increase in tax basis and the resulting TRA liability will be accounted for as equity transactions.

Previous wording

Revenue. Revenue increased by $45.8 million, or 20%, to $277.9 million for the three months ended September 30, 2025 as compared to $232.1 million for the same period in 2024. The increase was mainly due to and directly correlated with our continued growth across existing markets. The increase reflects higher period-over-period online casino and sports betting revenue and social gaming revenue of $45.9 million and $0.1 million, respectively, which was partially offset by a decrease in retail sports betting revenue of $0.2 million.

Current wording

Revenue. Revenue increased by $108.0 million, or 41%, to $370.4 million for the three months ended March 31, 2026 as compared to $262.4 million for the same period in 2025. The increase was mainly due to and directly correlated with our continued growth across existing markets. The increase reflects higher period-over-period online casino and sports betting revenue of $108.0 million.

Previous wording

Costs of Revenue. Costs of revenue increased by $32.1 million, or 21%, to $183.5 million for the three months ended September 30, 2025 as compared to $151.4 million for the same period in 2024. The increase was mainly due to and directly correlated with our continued growth as noted above. Gaming taxes, market access costs, payment processing costs and operating expenses contributed $15.6 million, $8.7 million, $5.8 million and $2.7 million, respectively, to the period-over-period increase in costs of revenue. Costs of revenue as a percentage of revenue increased to 66% for the three months ended September 30, 2025 as compared to 65% for the same period in 2024.

Current wording

Costs of Revenue. Costs of revenue increased by $67.3 million, or 39%, to $238.2 million for the three months ended March 31, 2026 as compared to $170.9 million for the same period in 2025. The increase was mainly due to and directly correlated with our continued growth as noted above. Gaming taxes, market access costs, payment processing costs and operating expenses contributed $32.6 million, $14.0 million, $12.1 million and $8.3 million, respectively, to the period-over-period increase in costs of revenue, with personnel costs contributing to the remaining $0.3 million. Costs of revenue as a percentage of revenue decreased to 64% for the three months ended March 31, 2026 as compared to 65% for the same period in 2025.

Previous wording

Sales and Marketing. Sales and Marketing expense increased by $3.7 million, or 3%, to $118.3 million for the nine months ended September 30, 2025 as compared to $114.6 million for the same period in 2024. The increase was primarily driven by higher marketing personnel costs and share-based compensation expense, which was partially offset by reduced marketing spend resulting from management’s strategy to rationalize marketing spend as the North American and Latin American online gaming industries continue to mature. Sales and marketing expense as a percentage of revenue decreased to 15% for the nine months ended September 30, 2025 as compared to 17% for the same period in 2024.

Current wording

Sales and Marketing. Sales and marketing expense increased by $5.3 million, or 12%, to $47.4 million for the three months ended March 31, 2026 as compared to $42.1 million for the same period in 2025. The increase was primarily driven by higher marketing spend associated with the 2026 Olympic Winter Games as well as other strategic investments. Sales and marketing expense as a percentage of revenue decreased to 13% for the three months ended March 31, 2026 as compared to 16% for the same period in 2025.

Previous wording

General and Administrative. General and administrative expense decreased by $5.1 million, or 6%, to $74.5 million for the nine months ended September 30, 2025 as compared to $79.6 million for the same period in 2024. The decrease was primarily due to lower share-based compensation expense and other administrative costs. General and administrative expense as a percentage of revenue decreased to 9% for the nine months ended September 30, 2025 as compared to 12% for the same period in 2024.

Current wording

General and Administrative. General and administrative expense increased by $6.3 million, or 25%, to $31.3 million for the three months ended March 31, 2026 as compared to $25.0 million for the same period in 2025. The increase was primarily due to higher personnel and other administrative costs, which is consistent with the ongoing growth of our business. General and administrative expense as a percentage of revenue decreased to 8% for the three months ended March 31, 2026 as compared to 10% for the same period in 2025.

Previous wording

Depreciation and Amortization. Depreciation and amortization expense increased by $6.4 million, or 28%, to $29.5 million for the nine months ended September 30, 2025 as compared to $23.1 million for the same period in 2024. The increase was mainly due to additional costs to acquire internally developed software and other definite-lived intangible assets. Depreciation and amortization expense as a percentage of revenue increased to 4% for the nine months ended September 30, 2025 as compared to 3% for the same period in 2024.

Current wording

Depreciation and Amortization. Depreciation and amortization expense increased by $1.2 million, or 13%, to $10.7 million for the three months ended March 31, 2026 as compared to $9.5 million for the same period in 2025. The increase was mainly due to additional costs to acquire internally developed software and other definite-lived intangible assets. Depreciation and amortization expense as a percentage of revenue decreased to 3% for the three months ended March 31, 2026 as compared to 4% for the same period in 2025.

Previous wording

Interest Income, Net. Interest income, net, increased by $0.5 million, or 25%, to $2.5 million for the three months ended September 30, 2025 as compared to $2.0 million for the same period in 2024. The increase in interest income was mainly attributed to higher amounts of cash held in interest-bearing accounts and money market funds as compared to the same period in 2024.

Current wording

Interest Income, Net. Interest income, net, increased by $1.3 million, or 77%, to $3.0 million for the three months ended March 31, 2026 as compared to $1.7 million for the same period in 2025. The increase in interest income was mainly attributed to higher amounts of cash held in interest-bearing accounts and money market funds as compared to the same period in 2025.

Previous wording

Tax Receivable Agreement Expense. Tax receivable agreement expenses increased by $113.0 million for the nine months ended September 30, 2025 as compared to nil for the same period in 2024. The increase is associated with our initial recognition of a TRA liability upon realization of future tax benefits associated with the TRA.

Current wording

Change in Tax Receivable Agreement Liability. Change in tax receivable agreement liability decreased by $0.3 million to nil for the three months ended March 31, 2026. The decrease was associated with our initial recognition of a TRA liability upon realization of future tax benefits associated with the TRA during the three months ended March 31, 2025.

Previous wording

Income Tax Expense. Income tax expense increased by $1.9 million, or 36%, to $7.2 million for the three months ended September 30, 2025 as compared to $5.3 million for the same period in 2024. Income tax expense is primarily attributable to the profitability of our foreign operations for which both current and deferred taxes are recorded. Income tax expense as a percentage of revenue increased to 3% for the three months ended September 30, 2025 as compared to 2% for the same period in 2024.

Current wording

Income Tax Expense. Income tax expense increased by $14.5 million, or 286%, to $19.6 million for the three months ended March 31, 2026 as compared to $5.1 million for the same period in 2025. Income tax expense is primarily attributable to the profitability of our foreign operations for which both current and deferred taxes are recorded. Income tax expense as a percentage of revenue increased to 5% for the three months ended March 31, 2026 as compared to 2% for the same period in 2025.

Previous wording

Our online and retail sports betting operations experience seasonality based on the relative popularity and frequency of certain sporting events. Although sporting events occur throughout the year, our online sports betting customers are most active during the NFL, NBA, college football and basketball seasons. With respect to our online and retail sports betting operations, customer activity tends to increase, and we may experience increased volatility, in connection with major sporting events such as the NFL super bowl, the NBA finals and NCAA basketball March Madness. In addition, sports betting activity is impacted by the occurrence of periodic events (e.g., World Cup, Copa América, UEFA, Olympics).

Current wording

Our online sports betting and retail sports betting operations experience seasonality based on the relative popularity and frequency of certain sporting events. Although sporting events occur throughout the year, our online sports betting customers are most active during the NFL, NBA, college football and basketball seasons. With respect to our online sports betting and retail sports betting operations, customer activity tends to increase, and we may experience increased volatility, in connection with major sporting events such as the NFL super bowl, the NBA finals and NCAA basketball March Madness. In addition, sports betting activity is impacted by the occurrence of periodic events (e.g., World Cup, Copa América, UEFA, Olympics).

Previous wording

As of September 30, 2025, we had $273.5 million in cash and cash equivalents, excluding legally restricted customer cash deposits that we segregate from our operating cash balances. We intend to continue to finance our operations without third-party debt and entirely from operating cash flows and cash on our balance sheet.

Current wording

As of March 31, 2026, we had $330.6 million in cash and cash equivalents, excluding legally restricted customer cash deposits that we segregate from our operating cash balances. We intend to continue to finance our operations without third-party debt and entirely from operating cash flows and cash on our balance sheet.

Previous wording

Our current working capital needs relate mainly to supporting our existing businesses, the growth of these businesses in their existing markets and their expansion into other geographic regions, as well as our personnel’s compensation and benefits. We expect our material cash requirements during the upcoming 12-month period to include $19.3 million of non-cancellable purchase obligations with marketing vendors, $4.1 million of minimum license and market access fees, and $2.8 million of lease payments. We also have $54.7 million of additional non-cancellable purchase obligations that will be due subsequent to the upcoming 12-month period. In addition, we will continue to pursue expansion into new markets, which is expected to require significant capital investments.

Current wording

Our current working capital needs relate mainly to supporting our existing businesses, the growth of these businesses in their existing markets and their expansion into other geographic regions, as well as our personnel’s compensation and benefits. We expect our material cash requirements during the upcoming 12-month period to include $12.4 million of non-cancellable purchase obligations with marketing vendors, $4.3 million of minimum license and market access fees, and $2.8 million of lease payments. We also have $47.9 million of additional non-cancellable purchase obligations that will be due subsequent to the upcoming 12-month period. In addition, we will continue to pursue expansion into new markets, such as our anticipated expansion into Alberta, Canada, which is expected to require significant capital investments.

Previous wording

We are required to make payments equal to 85% of the tax benefits we realize in connection with the TRA. These obligations under the TRA, while mainly non-current in nature, reduce future operating cash flows as the associated tax benefits are realized. Although the actual timing and amount of any payments made under the TRA will vary, such payments may be significant. Any payments made under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to us and, to the extent that payments required under the TRA are unable to be made for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid. To date, no material payments under the TRA have been made. Payments associated with the TRA liability are expected to include $1.1 million in the next 12 months and additional obligations of $122.9 million are expected subsequent to the upcoming 12-month period.

Current wording

We are required to make payments equal to 85% of the tax benefits we realize in connection with the TRA. These obligations under the TRA, while mainly non-current in nature, reduce future operating cash flows as the associated tax benefits are realized. Although the actual timing and amount of any payments made under the TRA will vary, such payments may be significant. Any payments made under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to us and, to the extent that payments required under the TRA are unable to be made for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid. To date, no material payments under the TRA have been made. Payments associated with the TRA liability are expected to include $1.2 million in the next 12 months and additional obligations of $132.1 million are expected subsequent to the upcoming 12-month period.

Previous wording

We expect our existing cash and cash equivalents and cash flows from operations to be sufficient to fund our operating activities and capital expenditure requirements for at least the next 12 months and thereafter for the foreseeable future. It is possible that we may need additional cash resources due to changed business conditions or other developments, including unanticipated regulatory developments, significant acquisitions, partnerships or marketing initiatives, deteriorating macroeconomic conditions and competitive pressures. We expect our capital expenditures and working capital requirements to continue to increase in the immediate future to support our growth as we seek to expand our offerings across more of North America, Latin America and worldwide, which will require significant investment in our online gaming platform and our personnel, in particular in product development, engineering and operations roles. We also expect certain costs such as marketing, market access and license fees to increase to the extent we pursue expansion opportunities in new and existing jurisdictions. In particular, we are party to several non-cancelable contracts with vendors and licensors for marketing, other strategic partnerships and leases, pursuant to which we are obligated to make future minimum payments under the non-cancelable terms of these contracts. Additionally, our continued profitability will trigger future quarterly tax distribution obligations payable to the limited partners of RSILP under the A&R Partnership Agreement. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in new product, service or market launches and related marketing initiatives or to scale back our existing operations, which could have an adverse impact on our business and financial prospects.

Current wording

We expect our existing cash and cash equivalent and cash flows from operations to be sufficient to fund our operating activities and capital expenditure requirements for at least the next 12 months and thereafter for the foreseeable future. It is possible that we may need additional cash resources due to changed business conditions or other developments, including unanticipated regulatory developments, significant acquisitions, partnerships or marketing initiatives, deteriorating macroeconomic conditions and competitive pressures. We expect our capital expenditures and working capital requirements to continue to increase in the immediate future to support our growth as we seek to expand our offerings across more of North America, Latin America and worldwide, which will require significant investment in our online gaming platform and our personnel, in particular in product development, engineering and operations roles. We also expect certain costs such as marketing, market access and license fees to increase to the extent we pursue expansion opportunities in new and existing jurisdictions. In particular, we are party to several non-cancelable contracts with vendors and licensors for marketing, other strategic partnerships and leases, pursuant to which we are obligated to make future minimum payments under the non-cancelable terms of these contracts. Additionally, our continued profitability will trigger future quarterly tax distribution obligations payable to the limited partners of RSILP under the A&R Partnership Agreement. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in new product, service or market launches and related marketing initiatives or to scale back our existing operations, which could have an adverse impact on our business and financial prospects.

Previous wording

We had been issued $31.3 million and $31.1 million in surety bonds as of September 30, 2025 and December 31, 2024, respectively, that are used to satisfy regulatory requirements related to securing cash held for the benefit of customers.

Current wording

We had been issued $31.3 million in surety bonds as of March 31, 2026 and December 31, 2025 that are used to satisfy regulatory requirements related to securing cash held for the benefit of customers.

Previous wording

We had been issued $6.5 million and $6.1 million in surety bonds as of September 30, 2025 and December 31, 2024, respectively, to satisfy regulatory requirements necessary to operate in certain jurisdictions.

Current wording

We had been issued $6.4 million in surety bonds as of March 31, 2026 and December 31, 2025 to satisfy regulatory requirements necessary to operate in certain jurisdictions.

Previous wording

As of September 30, 2025 and December 31, 2024, we had an outstanding letter of credit for $6.0 million and $4.3 million, respectively, in connection with our operations in Colombia, for which no amounts had been drawn.

Current wording

As of March 31, 2026 and December 31, 2025, we had an outstanding letter of credit for $6.3 million and $6.2 million, respectively, in connection with our operations in Colombia, for which no amounts had been drawn.

Previous wording

During the three and nine months ended September 30, 2025, we repurchased nil and 733,019 shares, respectively, of Class A Common Stock pursuant to the Stock Repurchase Program. The aggregate purchase price was approximately $7.6 million during the nine months ended September 30, 2025 at average prices of $10.41.

Current wording

During the three months ended March 31, 2026 and 2025, the Company repurchased nil and 498,622 shares, respectively, of Class A Common Stock pursuant to the Stock Repurchase Program. The aggregate purchase price was approximately $5.2 million during the three months ended March 31, 2025 at an average price of $10.35. The repurchased shares were re-issued under the Company’s Equity Incentive Plan during the three months ended March 31, 2026.

Previous wording

The following table shows our cash flows from operating activities, investing activities and financing activities for the nine months ended September 30, 2025 and 2024:

Current wording

The following table shows our cash flows from operating activities, investing activities and financing activities for the three months ended March 31, 2026 and 2025:

Previous wording

Operating activities. Net cash provided by operating activities for the nine months ended September 30, 2025 increased by $15.4 million to $95.9 million, as compared to $80.5 million during the same period in 2024. The increase was primarily brought by higher period-over-period net income totaling $54.1 million, which was partially offset by changes in operating assets and liabilities of $31.3 million and decreased non-cash expenses of $7.4 million. The decrease in non-cash expenses was driven primarily by deferred income tax benefit and decrease in share-based compensation expense totaling $121.6 million and $5.3 million, respectively, which was partially offset by tax receivable agreement expense totaling $113.0 million and additional depreciation and amortization totaling to $6.4 million.

Current wording

Operating activities. Net cash provided by operating activities for the three months ended March 31, 2026 decreased by $8.6 million to $20.1 million, as compared to $28.7 million during the same period in 2025. The decrease was primarily brought by changes in operating assets and liabilities of $25.6 million, which was partially offset by higher period-over-period net income totaling $15.0 million and increase in non-cash expenses of $2.0 million. The increase in non-cash expenses was driven primarily by deferred income tax benefit and additional depreciation and amortization totaling $3.2 million and $1.2 million, respectively, which was partially offset by decrease in share-based compensation expense and change in tax receivable agreement liability totaling $2.1 million and $0.3 million, respectively.

Previous wording

Investing activities. Net cash used in investing activities for the nine months ended September 30, 2025 increased by $2.7 million to $28.9 million, as compared to $26.2 million during the same period in 2024. The increase reflects increased costs for internally developed software totaling $3.3 million and additional acquisitions of other intangible assets and developed technology totaling $0.6 million and $0.2 million, respectively. This was partially offset by lower period-over-period short-term investments, acquisition of gaming licenses and purchases of property and equipment totaling $0.8 million, $0.4 million and $0.2 million, respectively.

Current wording

Investing activities. Net cash used in investing activities for the three months ended March 31, 2026 increased by $1.6 million to $9.2 million, as compared to $7.6 million during the same period in 2025. The increase reflects increased costs for internally developed software totaling $1.1 million and additional acquisitions of gaming licenses and property and equipment totaling $0.6 million and $0.1 million, respectively. This was partially offset by lower period-over-period acquisition of developed technology totaling $0.2 million.

Previous wording

Financing activities. Net cash used in financing activities for the nine months ended September 30, 2025 increased by $33.7 million to $34.4 million, as compared to $0.7 million during the same period in 2024. The period-over-period increase primarily reflects the payments for employee taxes related to shares withheld, repurchases of Class A Common Stock and payments of finance lease liabilities totaling to $24.4 million, $7.6 million and $1.6 million, respectively. Decrease in proceeds from exercise of stock options contributed to the remainder of the period-over-period increase.

Current wording

Financing activities. Net cash used in financing activities for the three months ended March 31, 2026 decreased by $4.5 million to $22.7 million, as compared to $27.2 million during the same period in 2025. The period-over-period decrease primarily reflects decrease in repurchases of Class A Common Stock and principal payments of finance liabilities totaling to $5.2 million and $1.2 million, respectively, and increase in proceeds from exercise of stock options of $0.4 million. This was partially offset by increase in payments for employee taxes related to shares withheld of $2.3 million.

Previous wording

Effect of exchange rate changes on cash, cash equivalents and restricted cash. The effect of exchange rate changes increased cash, cash equivalents and restricted cash by $12.2 million for the nine months ended September 30, 2025 as compared to a decrease of $4.3 million for the same period in 2024. These changes were due to fluctuations in foreign currency exchange rates (primarily the Colombian Peso) from period to period.

Current wording

Effect of exchange rate changes on cash, cash equivalents and restricted cash. The effect of exchange rate changes increased cash, cash equivalents and restricted cash by $2.9 million for the three months ended March 31, 2026 as compared to an increase of $5.3 million for the same period in 2025. These changes were due to fluctuations in foreign currency exchange rates (primarily the Colombian Peso) from period to period.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

We incur payment processing costs on player deposits, withdrawals and occasionally chargebacks (i.e., when a payment processor contractually disallows customer deposits in the normal course of business).
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Depreciation and Amortization. Depreciation and amortization expense increased by $1.7 million, or 20%, to $10.2 million for the three months ended September 30, 2025 as compared to $8.5 million for the same period in 2024. The increase was mainly due to additional costs to acquire internally developed software and other definite-lived intangible assets. Depreciation and amortization expense as a percentage of revenue remained flat at 4% for the three months ended September 30, 2025 and 2024.

Previous report — wording carried elsewhere

Interest Income, Net. Interest income increased by $0.9 million, or 16%, to $6.4 million for the nine months ended September 30, 2025 as compared to $5.5 million for the same period in 2024. The increase in interest income was mainly attributed to higher amounts of cash held in interest-bearing accounts and money market funds as compared to the same period in 2024.