Rush Street Interactive, Inc 8-K, filed Oct 28, 2026
Rush Street Interactive, Inc. (RSI)
8-K
2026-10-28
For: 2026-10-28
View Original
Added on
October 28, 2026
About this 8-K
Rush Street Interactive, Inc filed this 8-K on October 28, 2026.
Rush Street Interactive, Inc. reported third-quarter revenue of $385.9 million, Adjusted EBITDA of $62.2 million and full year 2026 revenue guidance of $1.56 and $1.60 billion with Adjusted EBITDA guidance of $245 and $265 million. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 28, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (773 ) 893-5855
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On October 28, 2026 , Rush Street Interactive, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2026.
A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 2.02. The information and exhibit contained in this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RUSH STREET INTERACTIVE, INC. | ||||||||
| By: | /s/ Kyle Sauers | |||||||
| Name: Kyle Sauers | ||||||||
| Title: President and Chief Financial Officer | ||||||||
Dated: | ||||||||
Exhibit 99.1
`
RUSH STREET INTERACTIVE ANNOUNCES THIRD QUARTER 2026 RESULTS AND REITERATES FULL YEAR GUIDANCE
- Quarterly Revenue of $385.9 Million, up 39% Year-over-Year -
- Quarterly Net Income of $28.7 Million, up 93% Year-over-Year -
- Quarterly Adjusted EBITDA of $62.2 Million, up 73% Year-over-Year -
- Record Quarterly Monthly-Active-Users in North America -
- Reiterating Full Year 2026 Revenue and Adjusted EBITDA Guidance -
CHICAGO – October 28, 2026 – Rush Street Interactive, Inc. (NYSE: RSI) (“RSI”), a leading online casino and sports betting company in the United States and the rest of the Americas, today announced financial results for the third quarter ended September 30, 2026.
Third Quarter 2026 Highlights
•Revenue was $385.9 million, an increase of 39%, compared to $277.9 million during the third quarter of 2025.
•Net income was $28.7 million, an increase of 93%, compared to $14.8 million during the third quarter of 2025.
•Adjusted EBITDA1 was $62.2 million, an increase of 73%, compared to $36.0 million during the third quarter of 2025, demonstrating continued operating leverage.
•Adjusted sales and marketing expense1 was $54.7 million, representing 14.2% of revenue.
•Monthly Active Users (“MAU”) totaled 907,881, an increase of 42% compared to the third quarter of 2025.
◦MAUs in North America were 300,572, an increase of 34% year-over-year.
◦MAUs in Latin America (which includes Mexico) were 607,308, an increase of 46% year-over-year.
•Average Revenue per Monthly Active User (“ARPMAU”) in North America was $309 during the third quarter of 2026 while ARPMAU in Latin America (which includes Mexico) was $58.
Richard Schwartz, Chief Executive Officer of RSI, said, “Our third quarter results demonstrated the scale we’ve built into our business model. We grew revenues 39% while demonstrating continued operating leverage, even as we invested more in marketing where we saw attractive returns. Online casino remains the engine of our profitability, and we’re pleased to have reached a new quarterly record this period for monthly active users in North America.
“In Latin America, revenue growth continues to be strong on both a gross and net basis, and we are encouraged that customers who joined us during the World Cup continue to play across our products. In Alberta, we are now more than three months into our launch, and while we expect the ramp to be gradual, we’re excited about the opportunities in this new market.
“We enter the fourth quarter with a strong balance sheet, a scalable profitability model, continued marketing efficiency, and the flexibility to be opportunistic on how we invest in long-term growth.”
1 This is a non-GAAP financial measure. Please see “Non-GAAP Financial Measures” for more information about this non-GAAP financial measure and “Reconciliations of GAAP to Non-GAAP Financial Measures” for any applicable reconciliation of the most comparable measure calculated in accordance with GAAP to this non-GAAP financial measure.
1
Guidance
The Company is reiterating its Revenue and Adjusted EBITDA1 guidance for the full year ending December 31, 2026.
Revenue for full year 2026 is expected to be in the range of $1.56 and $1.60 billion, representing year-over-year growth of 38% to 41%.
Adjusted EBITDA for full year 2026 is expected to be in the range of $245 and $265 million, representing year-over-year growth of 59% to 72%.
These guidance ranges reflect our confidence in the underlying strength of our business, while incorporating prudent assumptions about market maturation and competitive dynamics. Additional assumptions include that (i) only operations in live jurisdictions as of today’s date are included, and (ii) RSI continues to operate in markets in which it is live today under similar tax structures, including the temporary emergency 16% tax decree in Colombia.
Earnings Conference Call and Webcast Details
RSI will host a conference call and audio webcast to discuss the third quarter 2026 financial results today at 6:00 p.m. Eastern Time (5:00 p.m. Central Time). A question-and-answer session will follow the prepared remarks.
The conference call may be accessed by dialing 1-833-461-5787 (Toll Free) or 1-585-542-9983 (Local). For international callers, please reference https://help.events.q4inc.com/eahc/international-dial-in-numbers. The conference call access code is 667719786
A live audio webcast of the earnings conference call may be accessed on RSI’s website at ir.rushstreetinteractive.com, along with a copy of this press release and an investor slide presentation. The audio webcast and investor slide presentation will be available on RSI’s investor relations website until at least November 30, 2026.
About Rush Street Interactive
RSI is a trusted online gaming and sports entertainment company focused on markets in the United States, Canada and Latin America. Through its brands, BetRivers, PlaySugarHouse and RushBet, RSI was an early entrant in many regulated jurisdictions. It currently offers real-money mobile and online operations in fifteen U.S. states: New Jersey, Pennsylvania, Indiana, Colorado, Illinois, Iowa, Michigan, Virginia, West Virginia, Arizona, New York, Louisiana, Maryland, Ohio and Delaware, as well as in the regulated international markets of Colombia, Canada (Alberta and Ontario), Mexico and Peru. RSI offers, through its proprietary online gaming platform, some of the most popular online casino games and sports betting options in the United States. Founded in 2012 by gaming industry veterans, RSI was named the 2025 EGR LatAm Awards Operator of the Year – North LatAm, the EGR North America Awards Customer Services Operator of the Year five years in a row (2020-2024), the SBC Latinoamérica Awards 2024 Casino Operator of the Year, the 2022 EGR North America Awards Operator of the Year and Social Gaming Operator of the Year, and the 2021 Sportsbook Operator of the Year. RSI was also the first U.S.-based online casino and sports betting operator to receive RG Check iGaming Accreditation from the Responsible Gaming Council. For more information, visit www.rushstreetinteractive.com.
2
Non-GAAP Financial Measures
In addition to providing financial measurements based on accounting principles generally accepted in the United States of America (“GAAP”), this press release includes certain financial measures that are not prepared in accordance with GAAP, including Adjusted EBITDA, Adjusted Operating Costs and Expenses, Adjusted Earnings Per Share, Adjusted Net Income and Adjusted Weighted Average Common Shares Outstanding, each of which is a non-GAAP performance measure that RSI uses to supplement its results presented in accordance with GAAP. A reconciliation of each such non-GAAP financial measure to the most directly comparable GAAP financial measure can be found below. RSI believes that presentation of these non-GAAP financial measures provides useful information to investors regarding RSI’s results of operations and operating performance, as they are similar to measures reported by its public competitors and are regularly used by securities analysts, institutional investors and other interested parties in analyzing operating performance and prospects. These non-GAAP financial measures are not intended to be considered in isolation or as a substitute for any GAAP financial measures and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.
By providing full year 2026 Adjusted EBITDA guidance, RSI provided its expectation of a forward-looking non-GAAP financial measure. Information reconciling full year 2026 Adjusted EBITDA to its most directly comparable GAAP financial measure, net income (loss), is unavailable to RSI without unreasonable effort due to, among other things, the inherent difficulty in forecasting and quantifying the comparable GAAP measure and the applicable adjustments and other amounts that would be necessary for such a reconciliation, and certain of these amounts are outside of RSI’s control and may be subject to high variability or complexity. Preparation of such reconciliations would also require a forward-looking balance sheet, statement of operations and statement of cash flows, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to RSI without unreasonable effort. RSI provides a range for its Adjusted EBITDA forecast that it believes will be achieved; however, RSI cannot provide any assurance that it can predict all of the components of the Adjusted EBITDA calculation. RSI provides a forecast for Adjusted EBITDA because it believes that Adjusted EBITDA, when viewed with RSI’s results calculated in accordance with GAAP, provides useful information for the reasons noted herein. However, Adjusted EBITDA is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to net income (loss) or cash flow from operating activities or as an indicator of operating performance or liquidity.
RSI defines Adjusted EBITDA as net income (loss) before interest, income taxes, depreciation and amortization, share-based compensation, adjustments for certain one-time or non-recurring items and other adjustments. Adjusted EBITDA excludes certain expenses that are required in accordance with GAAP because certain expenses are either non-cash or are not related to our underlying business performance.
RSI defines Adjusted Operating Costs and Expenses as RSI’s GAAP operating costs and expenses adjusted to exclude the impacts of share-based compensation, certain one-time or non-recurring items and other adjustments. Adjusted Operating Costs and Expenses excludes certain expenses that are required in accordance with GAAP because certain expenses are either non-cash or are not related to our underlying business performance.
RSI defines Adjusted Earnings Per Share as Adjusted Net Income divided by Adjusted Weighted Average Common Shares Outstanding. Adjusted Net Income is defined as net income (loss) attributable to Rush Street Interactive, Inc. as used in the diluted earnings (loss) per share
3
calculations, adjusted for the reallocation of net income (loss) attributable to non-controlling interests, share-based compensation, certain one-time or non-recurring items and other adjustments. Adjusted Weighted Average Common Shares Outstanding is defined as the weighted average number of common shares outstanding as used in the diluted earnings (loss) per share calculation, adjusted for the assumed conversion of the non-controlling interest’s Rush Street Interactive, LP Class A units to Class A common stock of RSI on a one-to-one basis and incremental shares from assumed conversion of stock options and restricted stock units not otherwise included in the diluted earnings (loss) per share calculation.
RSI includes these non-GAAP financial measures because management uses them to evaluate RSI’s core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Management believes that these non-GAAP financial measures provide investors with useful information on RSI’s past financial and operating performance, enable comparison of financial results from period-to-period where certain items may vary independent of business performance, and allow for greater transparency with respect to metrics used by RSI’s management in operating our business. Management also believes these non-GAAP financial measures are useful in evaluating our operating performance compared to that of other companies in our industry, as these metrics generally eliminate the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance.
Key Metrics
RSI provides certain key metrics, including MAUs and ARPMAU, in this press release. RSI defines MAUs as 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, and it defines ARPMAU as average revenue divided by average MAUs for the applicable period.
The numbers RSI uses to calculate MAUs and ARPMAU are based on internal RSI data. While these numbers are based on what RSI believes to be reasonable judgments and estimates of its customer base for the applicable period of measurement, there are inherent challenges in measuring usage and engagement with respect to RSI’s online offerings across its customer base. Such challenges and limitations may also affect RSI’s understanding of certain details of its business. In addition, RSI’s key metrics and related estimates, including the definitions and calculations of the same, may differ from estimates published by third parties or from similarly titled metrics of its competitors due to differences in operations, offerings, methodology and access to information. RSI regularly reviews, and may adjust its processes for calculating, its internal metrics to improve their accuracy.
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. RSI's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," “propose”, "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, statements regarding revenue and Adjusted EBITDA guidance, RSI’s future results of operations, financial condition, cash flows or profitability (whether on a GAAP or non-GAAP basis), currency fluctuations, RSI’s strategic plans and focus, anticipated launches or withdrawals of RSI’s current or new offerings in existing or future jurisdictions, player growth and
4
engagement, product initiatives, outcomes of current or future regulatory developments and the objectives of management for future operations. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside RSI's control and are difficult to predict. Factors that may cause such differences include, without limitation: changes in applicable laws and regulations, applicable taxes and tax rates; RSI’s ability to manage and sustain growth; RSI’s ability to execute its business plan, meet its projections and obtain relevant market access and/or gaming licenses; unanticipated product or service delays; new or competitive products offered by RSI’s competitors; general economic and market conditions impacting the demand for RSI’s products and services; economic and market conditions in the gaming, entertainment and leisure industry in the markets in which RSI operates; the potential adverse effects of general economic conditions, inflation and interest rates and unemployment on RSI’s liquidity, operations and personnel; and other risks and uncertainties indicated from time to time in RSI's filings with the SEC. RSI cautions that the foregoing list of factors is not exclusive. RSI cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. RSI does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
Media Contacts:
Lisa Johnson
lisa@lisajohnsoncommunications.com
Investor Contact:
ir@rushstreetinteractive.com
5
Rush Street Interactive, Inc.
Condensed Consolidated Statements of Operations
(Unaudited and in thousands, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||||||
| Revenue | $ | 385,851 | $ | 277,911 | $ | 1,149,988 | $ | 809,535 | ||||||||||||||||||
| Operating costs and expenses | ||||||||||||||||||||||||||
| Costs of revenue | 245,434 | 183,466 | 737,746 | 528,496 | ||||||||||||||||||||||
| Sales and marketing | 56,001 | 39,043 | 153,278 | 118,314 | ||||||||||||||||||||||
| General and administrative | 29,614 | 25,746 | 93,355 | 74,505 | ||||||||||||||||||||||
| Depreciation and amortization | 12,149 | 10,188 | 33,950 | 29,506 | ||||||||||||||||||||||
| Total operating costs and expenses | 343,198 | 258,443 | 1,018,329 | 750,821 | ||||||||||||||||||||||
| Income from operations | 42,653 | 19,468 | 131,659 | 58,714 | ||||||||||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||||
| Interest income, net | 4,137 | 2,555 | 10,569 | 6,435 | ||||||||||||||||||||||
| Change in tax receivable agreement liability | — | — | — | (113,037) | ||||||||||||||||||||||
| Total other income (expense) | 4,137 | 2,555 | 10,569 | (106,602) | ||||||||||||||||||||||
| Income (loss) before income taxes | 46,790 | 22,023 | 142,228 | (47,888) | ||||||||||||||||||||||
| Income tax expense (benefit) | 18,118 | 7,177 | 58,050 | (102,775) | ||||||||||||||||||||||
| Net income | 28,672 | 14,846 | 84,178 | 54,887 | ||||||||||||||||||||||
| Net income attributable to non-controlling interests | 16,838 | 8,791 | 51,728 | 26,825 | ||||||||||||||||||||||
| Net income attributable to Rush Street Interactive, Inc. | $ | 11,834 | $ | 6,055 | $ | 32,450 | $ | 28,062 | ||||||||||||||||||
| Earnings per common share attributable to Rush Street Interactive, Inc. – basic | $ | 0.10 | $ | 0.06 | $ | 0.30 | $ | 0.30 | ||||||||||||||||||
| Weighted average common shares outstanding – basic | 115,708,955 | 96,223,133 | 109,657,744 | 95,051,128 | ||||||||||||||||||||||
| Earnings per common share attributable to Rush Street Interactive, Inc. – diluted | $ | 0.10 | $ | 0.06 | $ | 0.28 | $ | 0.23 | ||||||||||||||||||
| Weighted average common shares outstanding – diluted | 120,847,062 | 236,373,831 | 114,358,682 | 234,958,924 | ||||||||||||||||||||||
6
Rush Street Interactive, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited and in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||||
| Net income | $ | 28,672 | $ | 14,846 | $ | 84,178 | $ | 54,887 | |||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax | 2,676 | 3,683 | 13,087 | 9,759 | |||||||||||||||||||
| Comprehensive income | 31,348 | 18,529 | 97,265 | 64,646 | |||||||||||||||||||
| Comprehensive income attributable to non-controlling interests | 18,371 | 11,185 | 59,516 | 33,214 | |||||||||||||||||||
| Comprehensive income attributable to Rush Street Interactive, Inc. | $ | 12,977 | $ | 7,344 | $ | 37,749 | $ | 31,432 | |||||||||||||||
7
Rush Street Interactive, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited and in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Unaudited) | (Unaudited) | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 84,178 | $ | 54,887 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||||||
| Depreciation and amortization expense | 33,950 | 29,506 | |||||||||
| Share-based compensation expense | 21,423 | 21,290 | |||||||||
| Deferred income taxes | 15,490 | (121,409) | |||||||||
| Noncash lease expense | 875 | 740 | |||||||||
| Change in tax receivable agreement liability | — | 113,037 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Players’ receivables | 1,169 | (6,603) | |||||||||
| Due from affiliates | 1,398 | 804 | |||||||||
| Prepaid expenses and other assets | (6,072) | (4,506) | |||||||||
| Accounts payable, accrued expenses and other liabilities | (10,988) | 4,087 | |||||||||
| Players’ liabilities | 1,911 | 4,082 | |||||||||
| Net cash provided by operating activities | 143,334 | 95,915 | |||||||||
| Cash flows from investing activities | |||||||||||
| Internally developed software costs | (23,746) | (21,612) | |||||||||
| Acquisition of license fee intangible assets | (5,069) | (3,178) | |||||||||
| Acquisition of other intangible assets | (4,980) | (2,458) | |||||||||
| Purchases of property and equipment | (1,482) | (590) | |||||||||
| Proceeds from short-term investments | 1,219 | — | |||||||||
| Purchases of short-term investments | — | (1,029) | |||||||||
| Net cash used in investing activities | (34,058) | (28,867) | |||||||||
| Cash flows from financing activities | |||||||||||
| Payments for employee taxes related to shares withheld | (30,940) | (24,400) | |||||||||
| Repurchase and retirement of Class A Common Stock | (28,800) | — | |||||||||
| Repurchase of Class A Common Stock | (13,528) | (7,634) | |||||||||
| Principal payments of finance leases and other financing obligations | (5,112) | (2,369) | |||||||||
| Tax distributions to non-controlling interests | (2,904) | — | |||||||||
| Payments of tax receivable agreement liability | (1,066) | — | |||||||||
| Proceeds from exercise of stock options | 980 | — | |||||||||
| Net cash used in financing activities | (81,370) | (34,403) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 17,501 | 12,152 | |||||||||
| Net change in cash, cash equivalents and restricted cash | 45,407 | 44,797 | |||||||||
Cash, cash equivalents and restricted cash, at the beginning of the period (1) | 340,504 | 232,756 | |||||||||
Cash, cash equivalents and restricted cash, at the end of the period (1) | $ | 385,911 | $ | 277,553 | |||||||
8
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Unaudited) | (Unaudited) | ||||||||||
| Supplemental disclosure of noncash investing and financing activities: | |||||||||||
| Right-of-use assets obtained in exchange for new or modified operating lease liabilities | $ | — | $ | 487 | |||||||
| Right-of-use assets obtained in exchange for new or modified finance lease liabilities | $ | 2,828 | $ | 3,482 | |||||||
| Allocation of equity and non-controlling interests upon changes in RSILP ownership | $ | 19,151 | $ | 5,192 | |||||||
| Employee tax liability related to shares withheld in Other Current Liabilities | $ | 149 | $ | 1,921 | |||||||
| Investing activities in Accounts Payable and Accrued Expenses | $ | 643 | $ | 336 | |||||||
| Acquisition of license fee intangible assets through recognition of a financing obligation | $ | 2,038 | $ | — | |||||||
| Re-issuance of treasury stock under the equity compensation plan | $ | 7,634 | $ | — | |||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for income taxes | $ | 37,659 | $ | 29,369 | |||||||
| Cash paid for interest | $ | 618 | $ | 695 | |||||||
9
Rush Street Interactive, Inc.
Reconciliations of GAAP to Non-GAAP Financial Measures
(Unaudited and in thousands)
Adjusted EBITDA:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| ($ in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income | $ | 28,672 | $ | 14,846 | $ | 84,178 | $ | 54,887 | ||||||||||||||||||
| Interest income, net | (4,137) | (2,555) | (10,569) | (6,435) | ||||||||||||||||||||||
| Income tax expense (benefit) | 18,118 | 7,177 | 58,050 | (102,775) | ||||||||||||||||||||||
| Depreciation and amortization | 12,149 | 10,188 | 33,950 | 29,506 | ||||||||||||||||||||||
| Share-based compensation expense | 7,414 | 6,379 | 21,423 | 21,290 | ||||||||||||||||||||||
| Change in tax receivable agreement liability | — | — | — | 113,037 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 62,216 | $ | 36,035 | $ | 187,032 | $ | 109,510 | ||||||||||||||||||
Adjusted Operating Costs and Expenses:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| GAAP operating costs and expenses: | ||||||||||||||||||||||||||
| Costs of revenue | $ | 245,434 | $ | 183,466 | $ | 737,746 | $ | 528,496 | ||||||||||||||||||
| Sales and marketing | 56,001 | 39,043 | 153,278 | 118,314 | ||||||||||||||||||||||
| General and administrative | 29,614 | 25,746 | 93,355 | 74,505 | ||||||||||||||||||||||
| Depreciation and amortization | 12,149 | 10,188 | 33,950 | 29,506 | ||||||||||||||||||||||
| Total operating costs and expenses | $ | 343,198 | $ | 258,443 | $ | 1,018,329 | $ | 750,821 | ||||||||||||||||||
| Non-GAAP operating cost and expense adjustments: | ||||||||||||||||||||||||||
Costs of revenue1 | $ | (87) | $ | (81) | $ | (239) | $ | (223) | ||||||||||||||||||
Sales and marketing1 | (1,318) | (969) | (3,785) | (5,248) | ||||||||||||||||||||||
General and administrative1 | (6,009) | (5,329) | (17,399) | (15,819) | ||||||||||||||||||||||
| Depreciation and amortization | — | — | — | — | ||||||||||||||||||||||
| Total non-GAAP operating cost and expense adjustments | $ | (7,414) | $ | (6,379) | $ | (21,423) | $ | (21,290) | ||||||||||||||||||
| Adjusted operating costs and expenses: | ||||||||||||||||||||||||||
| Costs of revenue | $ | 245,347 | $ | 183,385 | $ | 737,507 | $ | 528,273 | ||||||||||||||||||
| Sales and marketing | 54,683 | 38,074 | 149,493 | 113,066 | ||||||||||||||||||||||
| General and administrative | 23,605 | 20,417 | 75,956 | 58,686 | ||||||||||||||||||||||
| Depreciation and amortization | 12,149 | 10,188 | 33,950 | 29,506 | ||||||||||||||||||||||
| Total adjusted operating costs and expenses | $ | 335,784 | $ | 252,064 | $ | 996,906 | $ | 729,531 | ||||||||||||||||||
1Non-GAAP Operating Costs and Expense Adjustments include Share-based compensation expense.
10
Rush Street Interactive, Inc.
Reconciliations of GAAP to Non-GAAP Financial Measures
(Unaudited and in thousands, except share and per share data)
Adjusted Net Income, Adjusted Weighted Average Common Shares Outstanding and Adjusted Earnings Per Share:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Adjusted net income | ||||||||||||||||||||||||||
Net income attributable to Rush Street Interactive, Inc. – basic | $ | 11,834 | $ | 6,055 | $ | 32,450 | $ | 28,062 | ||||||||||||||||||
| Effect of diluted securities: | ||||||||||||||||||||||||||
| Increase to net income attributable to non-controlling interests | — | 8,791 | — | 26,825 | ||||||||||||||||||||||
| Net income attributable to Rush Street Interactive, Inc. - diluted | 11,834 | 14,846 | 32,450 | 54,887 | ||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Net income attributable to non-controlling interest(1) | 16,838 | — | 51,728 | — | ||||||||||||||||||||||
| Share-based compensation expense | 7,414 | 6,379 | 21,423 | 21,290 | ||||||||||||||||||||||
| Change in tax receivable agreement liability | — | — | — | 113,037 | ||||||||||||||||||||||
| Deferred tax benefit associated with initial recognition of deferred tax asset | — | — | — | (121,107) | ||||||||||||||||||||||
| Adjusted net income | $ | 36,086 | $ | 21,225 | $ | 105,601 | $ | 68,107 | ||||||||||||||||||
| Adjusted weighted-average common shares outstanding | ||||||||||||||||||||||||||
Weighted-average common shares outstanding – basic | 115,708,955 | 96,223,133 | 109,657,744 | 95,051,128 | ||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Incremental shares from assumed conversion of stock options and restricted stock units | 5,138,107 | 7,869,982 | 4,700,938 | 6,700,806 | ||||||||||||||||||||||
| Conversion of weighted-average RSILP units to Class A Common Shares | — | 132,280,716 | — | 133,206,990 | ||||||||||||||||||||||
| Weighted-average common shares outstanding - diluted | 120,847,062 | 236,373,831 | 114,358,682 | 234,958,924 | ||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||
Conversion of weighted-average RSILP units to Class A Common Shares(1) | 115,990,399 | — | 122,035,568 | — | ||||||||||||||||||||||
| Adjusted weighted-average common shares outstanding | 236,837,461 | 236,373,831 | 236,394,250 | 234,958,924 | ||||||||||||||||||||||
| Adjusted earnings per share | ||||||||||||||||||||||||||
| Earnings per common share attributable to Rush Street Interactive, Inc. – basic | $ | 0.10 | $ | 0.06 | $ | 0.30 | $ | 0.30 | ||||||||||||||||||
| Earnings per common share attributable to Rush Street Interactive, Inc. – diluted | $ | 0.10 | $ | 0.06 | $ | 0.28 | $ | 0.23 | ||||||||||||||||||
| Adjusted earnings per share | $ | 0.15 | $ | 0.09 | $ | 0.45 | $ | 0.29 | ||||||||||||||||||
(1) Adjusted net income includes the reallocation of net income attributable to non-controlling interests that is not otherwise included in net income attributable to Rush Street Interactive, Inc. - diluted. Adjusted weighted-average common shares outstanding includes the assumed conversion of weighted-average RSILP units to Class A Common Shares that is not otherwise included in Weighted-average common shares outstanding - diluted.
11
Rush Street Interactive, Inc.
Condensed Consolidated Balance Sheets
(Unaudited and in thousands, except share and per share data)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 381,910 | $ | 336,256 | |||||||
| Restricted cash | 4,001 | 4,248 | |||||||||
| Players’ receivables | 14,938 | 15,859 | |||||||||
| Due from affiliates | 18,549 | 19,947 | |||||||||
| Prepaid expenses and other current assets | 36,768 | 30,481 | |||||||||
| Total current assets | 456,166 | 406,791 | |||||||||
| Intangible assets, net | 81,630 | 76,436 | |||||||||
| Property and equipment, net | 9,142 | 7,740 | |||||||||
| Deferred tax assets, net | 273,018 | 157,862 | |||||||||
| Other assets | 8,649 | 9,683 | |||||||||
| Total assets | $ | 828,605 | $ | 658,512 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 31,487 | $ | 41,585 | |||||||
| Accrued expenses | 97,804 | 81,514 | |||||||||
| Players’ liabilities | 50,123 | 47,669 | |||||||||
| Other current liabilities | 26,436 | 39,506 | |||||||||
| Total current liabilities | 205,850 | 210,274 | |||||||||
| Tax receivable agreement liability, non-current | 243,389 | 128,819 | |||||||||
| Other non-current liabilities | 16,993 | 15,928 | |||||||||
| Total liabilities | 466,232 | 355,021 | |||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ equity | |||||||||||
Class A common stock, $0.0001 par value, 750,000,000 shares authorized as of September 30, 2026 and December 31, 2025, respectively; 115,955,422 and 100,691,255 shares issued as of September 30, 2026 and December 31, 2025, respectively; 115,348,275 and 99,958,236 shares outstanding as of September 30, 2026 and December 31, 2025, respectively | 12 | 10 | |||||||||
Class V common stock, $0.0001 par value, 200,000,000 shares authorized as of September 30, 2026 and December 31, 2025, respectively; 115,830,345 and 129,609,532 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | 12 | 13 | |||||||||
Treasury stock, at cost; 607,147 and 733,019 shares as of September 30, 2026 and December 31, 2025, respectively | (6,750) | (3,177) | |||||||||
| Additional paid-in capital | 264,708 | 251,579 | |||||||||
| Accumulated other comprehensive income | 7,497 | 1,431 | |||||||||
| Accumulated deficit | (70,171) | (102,621) | |||||||||
| Total stockholders’ equity attributable to Rush Street Interactive, Inc. | 195,308 | 147,235 | |||||||||
| Non-controlling interests | 167,065 | 156,256 | |||||||||
| Total stockholders’ equity | 362,373 | 303,491 | |||||||||
| Total liabilities and stockholders’ equity | $ | 828,605 | $ | 658,512 | |||||||
12