Rush Street Interactive, Inc.RSI
Rush Street Interactive, Inc. Stock Compensation Disclosure
Share-Based Compensation
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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 granted 0.9 million, 2.8 million and 2.5 million RSUs with service conditions, during the years ended December 31, 2025, 2024 and 2023, respectively. RSUs with service conditions generally vest over a -to-four-year period, with each tranche vesting annually. The grant date fair value of RSUs with service conditions is determined based on the quoted market price.
The Company granted 0.4 million, 1.2 million and 1.5 million RSUs with market-based conditions (e.g., total shareholder return) during the years ended December 31, 2025, 2024 and 2023, respectively. RSUs with market-based conditions generally vest over a three-year period and the fair value was determined using a Monte Carlo simulation using the following assumptions during the years ended December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
| Volatility rate | 62.75 | % | 68.48% | 69.78% | |||||||||||||
| Risk-free interest rate | 4.00 | % | 4.55% | 3.85% | |||||||||||||
Average expected life (in years) | 2.8 | 2.8 | 2.8 | ||||||||||||||
| Dividend yield | None | None | None | ||||||||||||||
| Stock price at grant date | $ | 10.70 | $ | 5.79 | $ | 3.28 | |||||||||||
RSU activity for the years ended December 31, 2025 and 2024 was as follows:
| Number of Units | Weighted average grant price | ||||||||||
Unvested balance at December 31, 2023 | 9,218,142 | $ | 5.70 | ||||||||
| Granted | 3,973,471 | 8.32 | |||||||||
Vested(1) | (3,084,207) | 7.83 | |||||||||
| Forfeited | (141,974) | 7.52 | |||||||||
Unvested balance at December 31, 2024 | 9,965,432 | $ | 6.06 | ||||||||
| Granted | 1,348,921 | 12.51 | |||||||||
Additional shares based on performance(2) | 2,550,631 | 4.95 | |||||||||
Vested(1) | (8,511,976) | 3.53 | |||||||||
| Forfeited | (293,308) | 6.86 | |||||||||
Unvested balance at December 31, 2025 | 5,059,700 | $ | 8.94 | ||||||||
(1)Include 3,498,000 and 561,774 of RSUs that vested during the years ended December 31, 2025 and 2024, respectively, for which the resulting shares of Class A Common Stock have not yet been issued. There were 3,210,679 and 532,010 RSUs that vested for which the resulting shares of Class A Common Stock were not issued as of December 31, 2025 and 2024, respectively.
(2)RSUs with market conditions include a performance achievement multiplier that is assessed upon vesting of the shares. RSUs with market conditions vested during the year ended December 31, 2025, resulting in the issuance of shares incremental to the initial target when the conditions are met. As of December 31, 2025, RSUs that had vested for which the resulting shares of Class A Common Stock had not yet been issued include certain RSUs with market conditions subject to a performance achievement multiplier.
The weighted-average grant-date fair values of RSUs granted during the years ended December 31, 2025, 2024 and 2023 were $12.51, $8.32 and $4.12 per share, respectively. The aggregate fair value of the RSUs granted during the years ended December 31, 2025, 2024 and 2023, was approximately $16.9 million, $33.0 million and $16.6 million, respectively. The aggregate grant date fair value of the RSUs vested during the years ended December 31, 2025, 2024 and 2023, was approximately $30.0 million, $24.1 million and $19.3 million, respectively.
As of December 31, 2025, the Company had unrecognized stock-based compensation expense related to RSUs of $27.7 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.1 years.
During the years ended December 31, 2025 and 2024, the Company withheld 1,836,237 and 239,518 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 $13.62 and $12.47 per share, respectively. The total cost of the net shares withheld for employee taxes was approximately $25.0 million and $3.0 million during the years ended December 31, 2025 and 2024, respectively, and was accounted for as a reduction in additional paid-in capital. During the year ended December 31, 2023, no employee taxes were withheld via net share settlement of equity-based awards.
Stock Options
The Company granted 0.3 million, 0.6 million and 1.1 million stock options during the years ended December 31, 2025, 2024 and 2023, respectively. The estimated grant date fair value of stock options was determined using a Black-Scholes valuation model using the following weighted-average assumptions during the years ended December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
| Volatility rate | 65.00 | % | 68.00 | % | 70.00 | % | |||||||||||
| Risk-free interest rate | 4.10 | % | 4.30 | % | 3.80 | % | |||||||||||
Expected term(1) (in years) | 6.0 | 6.0 | 6.0 | ||||||||||||||
| Dividend yield | None | None | None | ||||||||||||||
| Stock price at grant date | $ | 10.70 | $ | 5.79 | $ | 3.28 | |||||||||||
| Exercise price | $ | 10.70 | $ | 5.79 | $ | 3.28 | |||||||||||
(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 years ended December 31, 2025 and 2024 was as follows:
| Number of Units | Weighted average exercise price | ||||||||||
Outstanding balance at December 31, 2023 | 1,971,611 | $ | 4.16 | ||||||||
| Granted | 630,897 | 5.79 | |||||||||
Exercised | (20,437) | 3.28 | |||||||||
| Forfeited | — | — | |||||||||
Outstanding balance at December 31, 2024 | 2,582,071 | 4.57 | |||||||||
| Granted | 344,391 | 10.70 | |||||||||
Exercised | (44,253) | 3.99 | |||||||||
| Forfeited | (77,368) | — | |||||||||
Outstanding balance at December 31, 2025 | 2,804,841 | $ | 5.33 | ||||||||
Exercisable balance at December 31, 2025 | 1,755,744 | $ | 4.55 | ||||||||
The weighted-average grant-date fair values of options granted during the years ended December 31, 2025, 2024 and 2023 were $6.70, $3.74 and $2.14 per share, respectively. The aggregate fair value of the stock options granted during the years ended December 31, 2025, 2024 and 2023, was $2.3 million, $2.4 million and $2.3 million, respectively. The outstanding stock options and exercisable stock options as of December 31, 2025 had an intrinsic value of $39.6 million and $26.1 million, respectively.
As of December 31, 2025, the Company had unrecognized stock-based compensation expense related to stock options of $2.7 million, which is expected to be recognized over the remaining weighted-average vesting period of 0.9 years.
Recognition of Compensation Costs
Share-based compensation expense for the years ended December 31, 2025, 2024 and 2023 was as follows:
| Years Ended December 31, | |||||||||||||||||
| ($ in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Costs of revenue | $ | 304 | $ | 1,116 | $ | 1,064 | |||||||||||
Sales and marketing | 6,216 | 2,748 | 2,225 | ||||||||||||||
General and administrative | 19,741 | 31,424 | 26,731 | ||||||||||||||
| Total share-based compensation expense | $ | 26,261 | $ | 35,288 | $ | 30,020 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Mar 7, 2024 | |
| 2022 | Mar 2, 2023 | |
| 2021 | Mar 7, 2022 | |
| 2020 | Mar 25, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.