Rush Street Interactive, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except for share and per share data)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands except for share and per share data)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Amounts in thousands except for share data)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(1)Cash and cash equivalents and Restricted cash are each presented separately on the condensed consolidated balance sheets.

1. Description of Business

Rush Street Interactive, Inc. is a holding company organized under the laws of the State of Delaware and through its main operating subsidiary, Rush Street Interactive, LP and its subsidiaries (collectively, “RSILP”), is a leading online gaming company that provides online casino and sports betting in the United States, Canada and Latin America. Rush Street Interactive, Inc. and its subsidiaries (including RSILP) are collectively referred to as “RSI” or the “Company.” The Company is headquartered in Chicago, Illinois.

2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated balance sheet as of March 31, 2026 and the condensed consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for the three months ended March 31, 2026 and 2025 are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated balance sheet as of December 31, 2025 was derived from audited consolidated financial statements. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 18, 2026.

The interim unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial condition, its operations and cash flows for the periods presented. The historical results are not necessarily indicative of future results, and the results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year or any future period.

The Company consolidates the financial results of RSILP and reports a non-controlling interest representing the economic interest in RSILP held by the other members of RSILP. As of March 31, 2026, the Company and non-controlling interests owned 44.43% and 55.57% of RSILP, respectively.

The Company’s significant accounting policies are described in the Company’s 2025 Annual Report on Form 10-K. Any significant changes to those policies during the three months ended March 31, 2026 are described below.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on the Company’s reported total revenues, expenses, net income, current assets, total assets, current liabilities, total liabilities, stockholders’ equity, non-controlling interests or cash flows. No reclassifications of prior period balances were material to the unaudited condensed consolidated financial statements.

Internally Developed Software

Software that is developed for internal use is accounted for pursuant to Accounting Standards Codification (“ASC”) 350-40, Intangibles, Goodwill and Other - Internal-Use Software, as amended. Qualifying costs incurred to develop internal-use software are capitalized when (i) management authorizes and commits to funding the project, (ii) it is probable that the project will be completed and (iii) the software will be used to perform the function as intended. These capitalized costs include compensation for employees who develop internal-use software and external costs related to development and implementation of internal-use software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Internally developed software is amortized using the straight-line method over an estimated useful life ofthree years. All other expenditures, including those incurred to maintain an intangible asset’s current level of performance, are expensed as incurred.

Recently Adopted Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting guidance for the costs to develop software for internal use. ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the intended function. The new standard also supersedes the guidance related to costs incurred to develop a website. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. The Company early adopted ASU 2025-06 on a prospective basis effective for fiscal year beginning January 1, 2026 and the adoption did not have a material impact on its condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires the disclosure of additional information related to certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement line item. The ASU also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU and does not expect the adoption of this ASU to have a material effect on its condensed consolidated financial statements.

3. Revenue Recognition

The Company’s revenue from contracts with customers is derived from online casino, online sports betting, retail sports betting and social gaming.

Disaggregation of revenue for the three months ended March 31, 2026 and 2025 was as follows:

Revenue by geographic region for the three months ended March 31, 2026 and 2025, was as follows:

Deferred revenue associated with online casino and online sports betting revenue and retail sports betting revenue includes unsettled customer bets and is included within players’ liabilities in the condensed consolidated balance sheets. Deferred revenue balances as of March 31, 2026 and 2025 were $11.0 million and $11.7 million, respectively. Revenue recognized during the three months ended March 31, 2026 and 2025 from amounts included in deferred revenue at the beginning of the period was immaterial.

4. Prepaid Expenses and Other Assets

The Company has the following prepaid expenses and other assets as of March 31, 2026 and December 31, 2025:

5. Long-Lived Assets

Intangible Assets, Net

The Company has the following intangible assets, net as of March 31, 2026 and December 31, 2025:

(1)Other intangible assets include trademarks, media content, customer lists and software licenses.

Amortization expense was $9.7 million and $8.5 million for the three months ended March 31, 2026 and 2025, respectively.

Property and Equipment, net

Property and equipment, net as of March 31, 2026 and December 31, 2025 is $7.1 million and $7.7 million, respectively. Included within property and equipment, net are finance lease right-of-use assets of $4.8 million and $5.3 million as of March 31, 2026 and December 31, 2025, respectively.

The Company recorded depreciation expense on property and equipment of $0.4 million for each of the three months ended March 31, 2026 and 2025. The Company recorded amortization expense on finance lease right-of-use assets of $0.6 million for each of the three months ended March 31, 2026 and 2025.

6. Accrued Expenses and Other Liabilities

The Company has the following accrued expenses as of March 31, 2026 and December 31, 2025:

The Company has the following other current and non-current liabilities as of March 31, 2026 and December 31, 2025:

(1)Includes value-added taxes and certain withholding taxes payable to local tax authorities.

7. Stockholders’ Equity

Non-Controlling Interests

Non-controlling interests represent the RSILP Units held by holders other than the Company.

Non-controlling interests owned 55.57% and 56.46% of the RSILP Units outstanding as of March 31, 2026 and December 31, 2025, respectively. The table below illustrates a rollforward of the non-controlling interests’ ownership during the three months ended March 31, 2026:

Non-controlling interests owned 58.41% and 60.00% of the RSILP Units outstanding as of March 31, 2025 and December 31, 2024, respectively. The table below illustrates a rollforward of the non-controlling interests’ ownership during the three months ended March 31, 2025:

Treasury Stock

On October 24, 2024, the Board of Directors authorized the repurchase of an aggregate of up to $50 million of the Company’s Class A Common Stock (the “Stock Repurchase Program”) through open market purchases, privately negotiated transactions or other transactions in accordance with applicable securities laws.

During the three months ended March 31, 2026 and 2025, the Company repurchasednil 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 (as defined below) during the three months ended March 31, 2026.

Net Share Settlement of Equity-based Awards

During the three months ended March 31, 2026 and 2025, the Company withheld 1,519,283 and 1,704,266 shares, respectively, of its Class A Common Stock associated with the tax withholding obligations due from employees upon the vesting of equity-based awards. The shares were withheld at an average price of $19.82 and $13.11 per share, respectively. The total cost of the net shares withheld for employee taxes was approximately $30.1 million and $22.3 million during the three months ended March 31, 2026 and 2025, respectively, and was accounted for as a reduction in additional paid-in capital.

Tax Impact of Equity Transactions

During the three months ended March 31, 2026, the tax impact of equity transactions in the statement of changes in stockholders’ equity includes the tax impact of RSILP Unit exchanges completed during the period and the tax effects associated with the vesting of share-based compensation awards.

8. Share-Based Compensation

Incentive Plan

The Company adopted the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan, as amended from time to time (the “2020 Plan”), to attract, retain and incentivize employees, certain consultants and directors who will contribute to the success of the Company. Awards that may be granted under the 2020 Plan include incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards, cash awards and other equity-based awards. There is an aggregate of approximately 35.8 million shares of Class A Common Stock reserved under the 2020 Plan. The 2020 Plan will terminate on December 29, 2030.

Restricted Stock Units (“RSUs”)

The Company grants RSUs with service-based (“time-based”), performance-based (e.g., financial performance targets), and market-based (e.g., total shareholder return) vesting conditions. RSUs with service-based conditions generally vest over three tofour years, with each tranche vesting annually. RSUs with performance-based conditions vest over athree-year period, subject to continued employment and the achievement of specified performance criteria. The grant-date fair value of RSUs with service-based and performance-based conditions is determined based on the quoted market price of the Company’s Class A Common Stock, while RSUs with market-based conditions are valued using a Monte Carlo simulation. Share-based compensation expense is recognized over the requisite service period; for RSUs with performance-based conditions, share-based compensation expense is recognized only when it is probable that the performance conditions will be achieved and is adjusted as necessary to reflect changes in that assessment.

The following table summarizes RSUs granted and their aggregate grant-date fair values during the three months ended March 31, 2026 and 2025 (amounts in thousands, except for unit amounts):

The following assumptions were used in estimating the grant-date fair value of RSUs with market conditions based on a Monte Carlo simulation model:

RSU activity for the three months ended March 31, 2026 was as follows:

(1)Includes 56,728 RSUs that vested during the three months ended March 31, 2026 but the resulting shares of Class A Common Stock have not yet been issued. As of March 31, 2026, there were 479,582 RSUs that vested for which the resulting shares of Class A Common Stock were not issued.

The weighted-average grant-date fair value of RSUs granted during the three months ended March 31, 2026 and 2025 were $21.58 and $12.07, respectively. The aggregate grant date fair value of RSUs vested during the three months ended March 31, 2026 and 2025 was approximately $9.3 million and $18.1 million, respectively.

As of March 31, 2026, the Company had unrecognized share-based compensation expense related to RSUs of $57.9 million. The outstanding RSUs had a remaining weighted-average vesting period of 1.29 years as of March 31, 2026.

Stock Options

The Company grantednil and 344,391 stock options during the three months ended March 31, 2026 and 2025, respectively. The estimated grant date fair value of stock options for the three months ended March 31, 2025 was determined using a Black-Scholes valuation model using the following weighted-average assumptions:

(1)Calculated using the simplified method (the midpoint between the requisite service period and the contractual term of the option) due to the Company’s insufficient historical exercise information to provide a basis for an estimate.

Stock option activity for the three months ended March 31, 2026 was as follows:

The weighted-average grant-date fair value and aggregate fair value of stock options granted during the three months ended March 31, 2025 were $6.70 and $2.3 million, respectively. The aggregate grant date fair value of stock options vested during the three months ended March 31, 2026 and 2025 was approximately $2.2 million and $1.6 million, respectively. The outstanding stock options and exercisable stock options as of March 31, 2026 had an intrinsic value of $45.1 million and $39.5 million, respectively. During the three months ended March 31, 2026, the total intrinsic value of stock options exercised was $1.0 million. No stock options were exercised during the three months ended March 31, 2025.

As of March 31, 2026, the Company had unrecognized share-based compensation expense related to stock options of $2.2 million. The outstanding options had a remaining weighted-average vesting period of 0.86 years as of March 31, 2026.

Share-based Compensation Expense

Share-based compensation expense for the three months ended March 31, 2026 and 2025 was as follows:

9. Income Taxes

Income tax expense for the three months ended March 31, 2026 and 2025 was as follows:

The Company recognized a federal, state and foreign income tax expense of $19.6 million and $5.1 million during the three months ended March 31, 2026 and 2025, respectively. The effective tax rates for the three months ended March 31, 2026 and 2025 were 42.7% and 30.5%, respectively. The difference between the Company’s year-to-date effective tax rate and the U.S. statutory tax rate of 21% was primarily due to non-taxable income / (loss) attributable to non-controlling interest, valuation allowance recorded on foreign tax credits, income tax rate differences related to the Company’s foreign operations, and non-deductible expenses.

On a quarterly basis, management considers new evidence, both positive and negative, that could affect its view of the future realization of its deferred tax asset and adjusts the valuation allowance when it is more likely than not that all or a portion of the deferred tax asset may not be realized. For purposes of forecasting taxable income, the Company relied on historical pre-tax earnings trends and incorporated assumptions about future performance that are expected to impact pre-tax results. The Company did not recognize all U.S. deferred tax assets because the Company determined that a portion of excess income tax basis in RSILP will only reverse upon the occurrence of certain events, such as a sale of the Company’s interest in RSILP, none of which are expected to occur in the foreseeable future. As of March 31, 2026, the valuation allowance on U.S. deferred tax assets per the annualized effective tax rate computation is $98.6 million.

On July 4, 2025, the U.S. Congress passed budget reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill (“OBBB”). The OBBB contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The Company has evaluated OBBB and determined that it does not have a material impact on the financial statements.

In connection with the Business Combination, the Special Limited Partner entered into the TRA, which generally provides that it pay 85% of certain net tax benefits, if any, that the Company (including the Special Limited Partner) realizes (or in certain cases is deemed to realize) as a result of an increase in tax basis and tax benefits related to the transactions contemplated under the Business Combination Agreement and the exchange of Retained RSILP Units (as defined in the Business Combination Agreement) for Class A Common Stock (or cash at the Company’s option) pursuant to RSILP’s amended and restated limited partnership agreement and tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. These payments are the obligation of the Special Limited Partner and not of RSILP. The actual increase in the Special Limited Partner’s allocable share of RSILP’s tax basis in its assets, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of exchanges, the market price of the Class A Common Stock at the time of the exchange and the amount and timing of the recognition of RSI and its consolidated subsidiaries’ (including the Special Limited Partner’s) income. While many of the factors that will determine the amount of payments that the Special Limited Partner will make under the Tax Receivable Agreement are outside of the Company's control, the Company expects that the payments the Special Limited Partner will make under the TRA will be substantial and could have a material adverse effect on the financial condition of the Company.

Based primarily on thethree-year cumulative income analysis and anticipated future earnings, management has determined that it is more likely than not that the Company will be able to utilize its deferred tax assets subject to the TRA. As of March 31, 2026 and December 31, 2025, the Company recognized a TRA liability of $133.4 million and $130.1 million (including $1.2 million classified as current liability for both periods), respectively, based on tax benefits realized in the current and prior tax year. The recognition of the TRA liability resulted in change in tax receivable agreement liability ofnil and $0.3 million during the three months ended March 31, 2026 and 2025, respectively. The increase in the liability is primarily due to the issuance of Class A Common Stock upon RSILP Unit exchanges.

10. Earnings Per Share

The basic and diluted earnings per share for the three months ended March 31, 2026 and 2025 were as follows (amounts in thousands, except for share and per share amounts):

The Class V Common Stock does not participate in the Company’s earnings or losses and is therefore not a participating security. As such, separate presentation of basic and diluted earnings per share of Class V Common Stock under the two-class method has not been presented.

The Company excluded the following securities from its computation of diluted shares outstanding for the three months ended March 31, 2026 and 2025 as their effect would have been anti-dilutive:

(1)RSILP Units that are held by non-controlling interest holders and may be exchanged, subject to certain restrictions, for Class A Common Stock. Upon exchange of an RSILP Unit, a share of Class V Common Stock is canceled.

11. Segment Reporting

An operating segment is a component of an entity that: (i) engages in business activities from which it may earn revenues and incur expenses; (ii) has discrete financial information available; and (iii) is regularly reviewed by the entity’s chief operating decision maker (“CODM”) for purposes of performance assessment and resource allocation.

The Company’s CODM is its chief executive officer. The Company manages its operations as a single operating segment that engages in online gaming and retail sports betting business activities. The Company derives its revenues from its 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. The accounting policies for this segment are consistent with those described in the summary of significant accounting policies. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.

The Company’s revenue, significant expenses and net income for its consolidated segment are as follows:

(1) Excludes share-based compensation expense.

(2) Other segment items include share-based compensation expense and change in tax receivable agreement liability.

12. Related Parties

The Company’s related party transactions are described in more detail in the Company’s 2025 Annual Report on Form 10-K. Any significant changes to those related party relationships during the three months ended March 31, 2026 are described below.

Affiliated Land-Based Casinos

Neil Bluhm and his adult children (including Mr. Andrew Bluhm and Ms. Leslie Bluhm, both members of the Board), through their individual capacities, entities or trusts that they have created for the benefit of themselves or their family members, and Greg Carlin, through his individual capacity, entities or trusts that he has created for the benefit of himself or his family members, are direct or indirect owners, directors and/or officers of certain land-based casinos. The Company has entered into certain agreements with these affiliated land-based casinos that create strategic partnerships aimed to capture the online gaming, online sports betting and retail sports services markets in the various states and municipalities where the land-based casinos operate.

Royalties related to arrangements with affiliated casinos were $18.8 million and $17.4 million for the three months ended March 31, 2026 and 2025, respectively, which were net of any consideration received from the affiliated casino for reimbursable costs, as well as costs that are paid directly by the affiliate casino on the Company’s behalf. Receivables due from affiliated land-based casinos were $19.2 million and $19.9 million at March 31, 2026 and December 31, 2025, respectively. Revenue recognized relating to retail sports services provided to affiliated land-based casinos for the three months ended March 31, 2026 and 2025 was not material to the condensed consolidated financial statements. Any payables due to the affiliated land-based casinos are netted against affiliate receivables to the extent a right of offset exists.

13. Commitments and Contingencies

Legal Matters

The Company is not a party to any material legal proceedings and is not aware of any material pending or threatened claims. From time to time, however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

Other Contractual Obligations

The Company is a party to several non-cancelable contracts with vendors and licensors for marketing, other strategic partnership-related agreements and leases where the Company is obligated to make future minimum payments under the non-cancelable terms of these contracts as follows ($ in thousands):