Rush Street Interactive, Inc.
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
View on SEC.govAbout 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.
Sep 30, 2026 · Filed Oct 29, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0001793659-26-000048
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-29.
0001793659-26-000053
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 111 previous paragraphs and 111 current paragraphs.
72 unchanged; 36 reworded; 1 added; 1 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 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 (1)
Current report
Comparison of the Nine Months Ended September 30, 2026 and 2025
Removed paragraphs (1)
Previous report
Comparison of the Six Months Ended June 30, 2026 and 2025
Reworded paragraphs (36)
Previous wording
The chart below presents our average MAUs in the United States and Canada for the six months ended June 30, 2026 and 2025:
Current wording
The chart below presents our average MAUs in the United States and Canada for the nine months ended September 30, 2026 and 2025:
Previous wording
The increase in MAUs in the United States and Canada was mainly due to our continued growth and strong customer retention rates in existing markets. Additionally, we continue to achieve a positive response from our strategic advertising and marketing efforts. We also experienced an increase in MAUs associated with increased player engagement surrounding the lead-up to, and beginning of, the 2026 FIFA World Cup.
Current wording
The increase in MAUs in the United States and Canada was mainly due to our continued growth and strong customer retention rates in existing markets and expansion into new markets such as Alberta. Additionally, we continue to achieve a positive response from our strategic advertising and marketing efforts. We also experienced an increase in MAUs associated with increased player engagement during the 2026 FIFA World Cup.
Previous wording
The chart below presents our average MAUs in Latin America (including Mexico) for the six months ended June 30, 2026 and 2025:
Current wording
The chart below presents our average MAUs in Latin America (including Mexico) for the nine months ended September 30, 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. Additionally, we continue to achieve a positive response from our strategic advertising and marketing efforts. We also experienced an increase in MAUs associated with increased player engagement surrounding the lead-up to, and beginning of, the 2026 FIFA World Cup.
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. We also experienced an increase in MAUs associated with increased player engagement during the 2026 FIFA World Cup.
Previous wording
ARPMAU for an applicable period is monthly revenue divided by average MAUs. This key metric represents our ability to drive usage and monetization of our online offerings.
Current wording
ARPMAU for the applicable period is defined as average revenue divided by average MAUs. ARPMAU for an applicable period is monthly revenue divided by average MAUs. This key metric represents our ability to drive usage and monetization of our online offerings.
Previous wording
The chart below presents our ARPMAU in the United States and Canada for the six months ended June 30, 2026 and 2025:
Current wording
The chart below presents our ARPMAU in the United States and Canada for the nine months ended September 30, 2026 and 2025:
Previous wording
The chart below presents our ARPMAU in Latin America (including Mexico) for the six months ended June 30, 2026 and 2025:
Current wording
The chart below presents our ARPMAU in Latin America (including Mexico) for the nine months ended September 30, 2026 and 2025:
Previous wording
The year-over-year increase in ARPMAU in Latin America was primarily driven by a reduction in player bonusing during the six months ended June 30, 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. Additionally, favorable exchange rate fluctuations also contributed to the year-over-year increase in ARPMAU in Latin America.
Current wording
The year-over-year increase in ARPMAU in Latin America was primarily driven by a reduction in player bonusing during the nine months ended September 30, 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. Additionally, favorable exchange rate fluctuations also contributed to the year-over-year increase in ARPMAU in Latin America.
Previous 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.
Current wording
Costs of Revenue. Costs of revenue consist primarily of (i) revenue share and market access fees, which are 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
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.
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 condensed 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 $124.6 million, or 46%, to $393.8 million for the three months ended June 30, 2026 as compared to $269.2 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 $124.7 million, which was partially offset by a decrease in social gaming revenue of $0.1 million.
Current wording
Revenue. Revenue increased by $107.9 million, or 39%, to $385.8 million for the three months ended September 30, 2026 as compared to $277.9 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 $108.3 million, which was partially offset by a decrease in social gaming revenue and retail sports betting of $0.3 million and $0.1 million, respectively.
Previous wording
Costs of Revenue. Costs of revenue increased by $80.0 million, or 46%, to $254.1 million for the three months ended June 30, 2026 as compared to $174.1 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 $45.3 million, $14.5 million, $12.4 million and $7.7 million, respectively, to the period-over-period increase in costs of revenue, with personnel costs contributing to the remaining $0.1 million. Costs of revenue as a percentage of revenue remained flat at 65% for the three months ended June 30, 2026 and 2025.
Current wording
Costs of Revenue. Costs of revenue increased by $62.0 million, or 34%, to $245.5 million for the three months ended September 30, 2026 as compared to $183.5 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, payment processing costs, market access costs and operating expenses contributed $36.4 million, $8.9 million, $8.8 million and $6.4 million, respectively, to the period-over-period increase in costs of revenue, with personnel costs contributing to the remaining $1.5 million. Costs of revenue as a percentage of revenue decreased to 64% for the three months ended September 30, 2026 as compared to 66% for the same period in 2025.
Previous wording
Sales and Marketing. Sales and marketing expense increased by $12.8 million, or 34%, to $49.9 million for the three months ended June 30, 2026 as compared to $37.1 million for the same period in 2025. The increase was primarily driven by higher marketing spend related to the 2026 FIFA World Cup, the new market launch in Alberta (Canada), and other strategic investments. Sales and marketing expense as a percentage of revenue decreased to 13% for the three months ended June 30, 2026 as compared to 14% for the same period in 2025.
Current wording
Sales and Marketing. Sales and marketing expense increased by $17.0 million, or 43%, to $56.0 million for the three months ended September 30, 2026 as compared to $39.0 million for the same period in 2025. The increase was primarily driven by higher marketing spend related to the 2026 FIFA World Cup, the new market launch in Alberta (Canada) and other strategic investments. Sales and marketing expense as a percentage of revenue increased to 15% for the three months ended September 30, 2026 as compared to 14% for the same period in 2025.
Previous wording
General and Administrative. General and administrative expense increased by $8.7 million, or 37%, to $32.5 million for the three months ended June 30, 2026 as compared to $23.8 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 June 30, 2026 as compared to 9% for the same period in 2025.
Current wording
General and Administrative. General and administrative expense increased by $3.9 million, or 15%, to $29.6 million for the three months ended September 30, 2026 as compared to $25.7 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 September 30, 2026 as compared to 9% for the same period in 2025.
Previous wording
Depreciation and Amortization. Depreciation and amortization expense increased by $1.2 million, or 13%, to $11.1 million for the three months ended June 30, 2026 as compared to $9.8 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 June 30, 2026 as compared to 4% for the same period in 2025.
Current wording
Depreciation and Amortization. Depreciation and amortization expense increased by $2.0 million, or 19%, to $12.2 million for the three months ended September 30, 2026 as compared to $10.2 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 September 30, 2026 as compared to 4% for the same period in 2025.
Previous wording
Interest Income, Net. Interest income, net, increased by $1.3 million, or 57%, to $3.5 million for the three months ended June 30, 2026 as compared to $2.2 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.
Current wording
Interest Income, Net. Interest income, net, increased by $1.6 million, or 62%, to $4.2 million for the three months ended September 30, 2026 as compared to $2.6 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
Revenue. Revenue increased by $232.5 million, or 44%, to $764.1 million for the six months ended June 30, 2026 as compared to $531.6 million for the same period in 2025. 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 $232.7 million, which was partially offset by a decrease of retail sports betting revenue of $0.1 million and social gaming revenue of $0.1 million.
Current wording
Revenue. Revenue increased by $340.5 million, or 42%, to $1,150.0 million for the nine months ended September 30, 2026 as compared to $809.5 million for the same period in 2025. 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 $341.1 million, which was partially offset by a decrease in social gaming revenue and retail sports betting revenue of $0.4 million and $0.2 million, respectively.
Previous wording
Costs of Revenue. Costs of revenue increased by $147.3 million, or 43%, to $492.3 million for the six months ended June 30, 2026 as compared to $345.0 million for the same period in 2025. The increase was mainly due to and directly correlated with, our expansion and continued growth as noted above. Gaming taxes, market access costs, payment processing costs and operating expenses contributed $78.0 million, $28.4 million, $24.5 million and $16.1 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 six months ended June 30, 2026 as compared to 65% for the same period in 2025.
Current wording
Costs of Revenue. Costs of revenue increased by $209.3 million, or 40%, to $737.8 million for the nine months ended September 30, 2026 as compared to $528.5 million for the same period in 2025. The increase was mainly due to and directly correlated with, our expansion and continued growth as noted above. Gaming taxes, market access costs, payment processing costs and operating expenses contributed $114.4 million, $37.2 million, $33.4 million and $22.5 million, respectively, to the period-over-period increase in costs of revenue, with personnel costs contributing to the remaining $1.8 million. Costs of revenue as a percentage of revenue decreased to 64% for the nine months ended September 30, 2026 as compared to 65% for the same period in 2025.
Previous wording
Sales and Marketing. Sales and Marketing expense increased by $18.0 million, or 23%, to $97.3 million for the six months ended June 30, 2026 as compared to $79.3 million for the same period in 2025. The increase was primarily driven by higher marketing spend related to the 2026 Olympic Winter Games and the 2026 FIFA World Cup, the new market launch in Alberta (Canada), and other strategic investments. Sales and marketing expense as a percentage of revenue decreased to 13% for the six months ended June 30, 2026 as compared to 15% for the same period in 2025.
Current wording
Sales and Marketing. Sales and Marketing expense increased by $35.0 million, or 30%, to $153.3 million for the nine months ended September 30, 2026 as compared to $118.3 million for the same period in 2025. The increase was primarily driven by higher marketing spend related to the 2026 Olympic Winter Games and the 2026 FIFA World Cup, the new market launch in Alberta (Canada), and other strategic investments. Sales and marketing expense as a percentage of revenue decreased to 13% for the nine months ended September 30, 2026 as compared to 15% for the same period in 2025.
Previous wording
General and Administrative. General and administrative expense increased by $15.0 million, or 31%, to $63.7 million for the six months ended June 30, 2026 as compared to $48.8 million for the same period in 2025. The increase was primarily due to 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 six months ended June 30, 2026 as compared to 9% for the same period in 2025.
Current wording
General and Administrative. General and administrative expense increased by $18.9 million, or 25%, to $93.4 million for the nine months ended September 30, 2026 as compared to $74.5 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 nine months ended September 30, 2026 as compared to 9% for the same period in 2025.
Previous wording
Depreciation and Amortization. Depreciation and amortization expense increased by $2.5 million, or 13%, to $21.8 million for the six months ended June 30, 2026 as compared to $19.3 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 six months ended June 30, 2026 as compared to 4% for the same period in 2025.
Current wording
Depreciation and Amortization. Depreciation and amortization expense increased by $4.4 million, or 15%, to $33.9 million for the nine months ended September 30, 2026 as compared to $29.5 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 nine months ended September 30, 2026 as compared to 4% for the same period in 2025.
Previous wording
Change in Tax Receivable Agreement Liability. Change in tax receivable agreement liability decreased by $113.0 million to nil for the six months ended June 30, 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 six months ended June 30, 2025.
Current wording
Change in Tax Receivable Agreement Liability. Change in tax receivable agreement liability decreased by $113.0 million to nil for the nine months ended September 30, 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 nine months ended September 30, 2025.
Previous wording
Interest Income, Net. Interest income increased by $2.6 million, or 66%, to $6.4 million for the six months ended June 30, 2026 as compared to $3.9 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.
Current wording
Interest Income, Net. Interest income increased by $4.1 million, or 64%, to $10.5 million for the nine months ended September 30, 2026 as compared to $6.4 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
Income Tax Expense (Benefit). Income tax expense was $20.4 million for the three months ended June 30, 2026 as compared to income tax benefit of $115.0 million for the same period in 2025. Income tax expense during the three months ended June 30, 2026 was primarily attributable to the profitability of our foreign operations for which both current and deferred taxes are recorded while income tax benefit during the three months ended June 30, 2025 was 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.
Current wording
Income Tax Expense (Benefit). Income tax expense was $58.1 million for the nine months ended September 30, 2026 as compared to income tax benefit of $102.8 million for the same period in 2025. Income tax expense during the nine months ended September 30, 2026 was primarily attributable to the continued increase in profitability of our foreign operations for which both current and deferred taxes are recorded while income tax benefit during the nine months ended September 30, 2025 was primarily attributable to the release of a valuation allowance as it is more likely than not that some portion of the deferred asset will be realized.
Previous wording
As of June 30, 2026, we had $339.9 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 September 30, 2026, we had $381.9 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 $13.4 million of non-cancellable purchase obligations with marketing vendors, $4.6 million of minimum license and market access fees, and $2.8 million of lease payments. We also have $46.6 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 recent expansion into Alberta, Canada, which is expected to require significant 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 $15.3 million of non-cancellable purchase obligations with marketing and software vendors, $4.2 million of minimum license and market access fees, and $2.8 million of lease payments. We also have $42.0 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 recent expansion into Alberta, Canada, which is expected to require significant 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 $0.8 million in the next 12 months and additional obligations of $238.9 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 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 $0.8 million in the next 12 months and additional obligations of $243.3 million are expected subsequent to the upcoming 12-month period.
Previous 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.
Current 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.
Previous wording
We had been issued $31.2 million and $31.3 million in surety bonds as of June 30, 2026 and December 31, 2025, respectively, that are used to satisfy regulatory requirements related to securing cash held for the benefit of customers.
Current wording
We had been issued $32.1 million and $31.3 million in surety bonds as of September 30, 2026 and December 31, 2025, respectively, that are used to satisfy regulatory requirements related to securing cash held for the benefit of customers.
Previous wording
Upon the closing of this offering, the Stock Repurchase Program was replaced in its entirety by a new stock repurchase program approved by our Board of Directors, pursuant to which we are authorized to repurchase up to an aggregate of $100 million of our Class A Common Stock through open market purchase, privately negotiated transactions or other transactions in accordance with applicable securities laws.
Current wording
Upon the closing of this offering, the Stock Repurchase Program was replaced in its entirety by a new stock repurchase program approved by our Board of Directors, pursuant to which we are authorized to repurchase up to an aggregate of $100 million of our Class A Common Stock through open market purchase, privately negotiated transactions or other transactions in accordance with applicable securities laws (the “2026 Stock Repurchase Program”).
Previous wording
During the three and six months ended June 30, 2025, we repurchased 234,397 and 733,019 shares, respectively, of Class A Common Stock pursuant to the Stock Repurchase Program. The aggregate purchase price was approximately $2.5 million during the three months ended June 30, 2025 and $7.6 million during the six months ended June 30, 2025, at an average price of $10.55 and $10.41, respectively. The repurchased shares were re-issued under our Equity Incentive Plan during the six months ended June 30, 2026. During the three and six months ended June 30, 2026, we repurchased 1,153,846 shares of Class A Common Stock pursuant to our Stock Repurchase Program. Class A Common Stock repurchased during the three and six months ended June 30, 2026 were immediately retired and were not held as treasury stock.
Current wording
During the three and nine months ended September 30, 2026, we repurchased 607,147 and 1,760,993 shares, respectively, of Class A Common Stock under the applicable stock repurchase program at that time. The aggregate purchase price was approximately $13.5 million during the three months ended September 30, 2026 and $42.3 million during the nine months ended September 30, 2026, at an average price of $22.28 and $24.04, respectively. Of the Class A Common Stock repurchased, nil and 1,153,846 shares were immediately retired during the three and nine months ended September 30, 2026, respectively, and were not held as treasury stock.
Previous wording
The following table shows our cash flows from operating activities, investing activities and financing activities for the six months ended June 30, 2026 and 2025:
Current wording
The following table shows our cash flows from operating activities, investing activities and financing activities for the nine months ended September 30, 2026 and 2025:
Previous wording
Operating activities. Net cash provided by operating activities for the six months ended June 30, 2026 increased by $17.7 million to $72.2 million, as compared to $54.5 million during the same period in 2025. The increase was primarily brought by higher period-over-period net income totaling $15.5 million and increase in non-cash expenses of $20.0 million, which was partially offset by changes in operating assets and liabilities of $17.8 million. The decrease in non-cash expenses was driven primarily by deferred income taxes and additional depreciation and amortization totaling $131.3 million and $2.5 million, respectively, which was partially offset by decrease in change in tax receivable agreement liability and share-based compensation expense totaling $113.0 million and $0.9 million, respectively.
Current wording
Operating activities. Net cash provided by operating activities for the nine months ended September 30, 2026 increased by $47.3 million to $143.3 million, as compared to $95.9 million during the same period in 2025. The increase was primarily brought by higher period-over-period net income totaling $29.3 million and increase in non-cash expenses of $28.5 million, which was partially offset by changes in operating assets and liabilities of $10.5 million. The increase in non-cash expenses was driven primarily by deferred income taxes, additional depreciation and amortization, share-based compensation and noncash lease expense totaling $136.9 million, $4.4 million, $0.1 million and $0.1 million, respectively, which was partially offset by decrease in change in tax receivable agreement liability totaling $113.0 million.
Previous wording
Investing activities. Net cash used in investing activities for the six months ended June 30, 2026 increased by $2.8 million to $21.9 million, as compared to $19.1 million during the same period in 2025. The increase reflects increased costs for internally developed software totaling $2.6 million and additional acquisitions of gaming licenses, other intangible assets and property and equipment totaling $1.3 million, $1.1 million and $0.2 million, respectively. This was partially offset by higher cash inflow from short-term investments totaling $2.2 million and lower period-over-period acquisition of developed technology totaling $0.2 million.
Current wording
Investing activities. Net cash used in investing activities for the nine months ended September 30, 2026 increased by $5.2 million to $34.1 million, as compared to $28.9 million during the same period in 2025. The increase reflects increased costs for acquiring other intangible assets, internally developed software, license fee assets and property and equipment totaling $2.5 million, $2.1 million, $1.9 million and $0.9 million, respectively. This was partially offset by higher cash inflow from short-term investments totaling $2.2 million.
Previous wording
Financing activities. Net cash used in financing activities for the six months ended June 30, 2026 increased by $27.6 million to $61.5 million, as compared to $33.9 million during the same period in 2025. The period-over-period increase primarily reflects increase in repurchases of Class A Common Stock, payments for employee taxes related to shares withheld and payments of tax receivable agreement liability totaling to $21.2 million, $6.3 million and $1.0 million, respectively. This was partially offset by decrease in principal payments of finance liabilities and increase in proceeds from exercise of stock options totaling $1.1 million and $1.0 million, respectively.
Current wording
Financing activities. Net cash used in financing activities for the nine months ended September 30, 2026 increased by $47.0 million to $81.4 million, as compared to $34.4 million during the same period in 2025. The period-over-period increase primarily reflects increase in repurchases of Class A Common Stock, payments for employee taxes related to shares withheld, tax distributions to non-controlling interests, finance leases and other financing obligations, and payments of tax receivable agreement liability totaling to $34.7 million, $6.6 million, $2.9 million, $2.7 million and $1.1 million, respectively. This was partially offset by increase in proceeds from exercise of stock options totaling $1.0 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 $13.4 million for the six months ended June 30, 2026 as compared to an increase of $7.7 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.
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 $17.5 million for the nine months ended September 30, 2026 as compared to an increase of $12.2 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 (2)
Current report — wording carried from elsewhere
Income Tax Expense. Income tax expense increased by $10.9 million, or 152%, to $18.1 million for the three months ended September 30, 2026 as compared to $7.2 million for the same period in 2025. The increase in income tax expense was primarily attributable to the continued increase in profitability of our foreign operations for which both current and deferred taxes are recorded.
Current report — wording carried from elsewhere
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 an average price of $10.41. The repurchased shares were re-issued under the Company’s equity incentive plan during the nine months ended September 30, 2026.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Change in Tax Receivable Agreement Liability. Change in tax receivable agreement liability decreased by $112.7 million to nil for the three months ended June 30, 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 June 30, 2025.
Previous report — wording carried elsewhere
Income Tax Expense (Benefit). Income tax expense was $39.9 million for the six months ended June 30, 2026 as compared to income tax benefit of $110.0 million for the same period in 2025. Income tax expense during the six months ended June 30, 2026 was primarily attributable to the profitability of our foreign operations for which both current and deferred taxes are recorded while income tax benefit during the six months ended June 30, 2025 was 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.