DEF 14A of Rush Street Interactive, Inc., Apr 24, 2026

DEF 14A of Rush Street Interactive, Inc.

Filed Apr 24, 2026 · FY20250001793659-26-000016

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS

  2. Board Overview

    Board Overview Our Charter and Amended and Restated Bylaws (“Bylaws”), each as currently in effect, provide that the Board shall be composed of such number of directors as established from time to time by our Board, and that the Board shall be divided into three classes (designated Class I, Class II and Class III) as nearly equal in number as possible, and that each class of directors shall be elected for a term of three years with the term of one class expiring each year. Our Board has fixed the number of directors at eleven, and we currently have eleven directors serving on the Board. Based upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “NCG Committee”), the Board has nominated four Class III directors for re-election at the Annual Meeting to serve for a three-year term ending at the 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal, and the proxies cannot be voted for a greater number of persons than the number of director nominees named in this Proxy Statement.

  3. Director Nomination Process

    Director Nomination Process The NCG Committee is responsible for recommending candidates to serve on the Board and its committees. The NCG Committee believes that all directors must, at a minimum, meet the criteria set forth in the Board’s Code of Ethics and the Corporate Governance Guidelines, which specify, among other things, that the NCG Committee will consider criteria such as ethics, conflicts of interest, independence, business and professional activities, experience, qualifications and skills, time and participation, and age in the context of the needs of the Board. In particular, the NCG Committee considers a nominee’s differences in, among other things, viewpoint, gender, knowledge, experience and skills. The NCG Committee believes that a range of backgrounds and viewpoints is useful for maintaining an effective board. The NCG Committee seeks a Board that is representative of our dynamic and growing business and has a good understanding of our stockholder base, customers and personnel. As of the date of this Proxy Statement, approximately 27.3% of our Board members identify as female or as a member of a minority group. The NCG Committee also considers a combination of factors for each director, including whether the nominee displays or exhibits: (i) personal and professional integrity; (ii) satisfactory levels of education and/or business experience; (iii) broad-based business acumen; (iv) an appropriate level of understanding of our business and its industry and other industries relevant to our business; (v) the ability and willingness to devote adequate time to the work of our Board and its committees; (vi) skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to our needs; (vii) strategic thinking and a willingness to share ideas; (viii) a broad array of experiences, expertise and background; and (ix) the ability to represent the interests of all of our stockholders. The NCG Committee has determined that all of our director nominees meet the criteria and qualifications set forth in our Code of Ethics, the Corporate Governance Guidelines and certain other criteria, including the criteria set forth above. Moreover, each director nominee possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our stockholders: accountability, ethical leadership, governance, integrity, risk management and sound business judgment. The director nominee biographies below include a non-exclusive list of other key experiences and qualifications that further qualify the individual to serve on the Board. These collective qualities, skills, experiences and attributes are essential to our Board’s ability to exercise its oversight function for the Company and its stockholders, and guide the long-term sustainable, dependable performance of the Company. The NCG Committee will consider director candidates recommended by stockholders, and such candidates will be considered and evaluated under the same criteria described above. Any recommendation submitted to us should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected and must otherwise comply with the requirements under our Bylaws for stockholders to recommend director nominees. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary, Rush Street Interactive, Inc., 900 N. Michigan Avenue, Suite 950, Chicago, IL 60611. All recommendations for director nominations received by the Corporate Secretary that satisfy our Bylaws requirements relating to such director nominations will be presented to the NCG Committee for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These timing requirements are also described under the caption “Stockholder Proposals and Director Nominations.” Under that certain Investor Rights Agreement, dated as of December 29, 2020 (the “Investor Rights Agreement”), entered into in connection with the previously consummated business combination with dMY Technology Group, Inc. (the “Business Combination”), dMY Sponsor, LLC (“Sponsor”) has the right to designate a certain number of individuals as director nominees recommended by the Board for election by the Company’s stockholders at each applicable annual or special meeting of stockholders if certain criteria are met. Specifically, (i) for so long as the Sponsor and its permitted transferees, either individually or as a group, beneficially own Class A Common Stock representing at least 50% of the Class A Common Stock held by the Sponsor immediately after the closing of the Business Combination, the Sponsor will have the right to nominate two directors to the Board; and (ii) for so long as the Sponsor and its permitted transferees, either individually or as a group, beneficially own Class A Common Stock representing at least 25% (but less than 50%) of the Class A Common Stock held by the Sponsor immediately after the closing of the Business Combination, the Sponsor will have the right to nominate one director to the Board. Based on the Sponsor’s and its permitted transferees’ beneficial ownership of Class A Common Stock as of the date of this Proxy Statement, the Sponsor does not have the right to designate any individuals for such purpose. The Investor Rights Agreement also provides that for so long as the sellers in the Business Combination (the “Sellers”) and their permitted transferees, either individually or as a group, beneficially own at least a majority of the voting power of the capital stock of the Company and the Company qualifies as a controlled company under applicable NYSE rules, Rush Street Interactive GP, LLC, as the representative (the “Sellers’ Representative”) on behalf of the Sellers and their permitted transferees, has the right to designate the remaining director nominees recommended by the Board for election by the Company’s stockholders at each applicable annual or special meeting of stockholders. In the event that applicable NYSE rules would no longer entitle either the Sellers and their permitted transferees to designate such number of directors or the Company to nominate the number of directors that the Sellers’ Representative is entitled to designate, then, subject to the Sponsor’s right to designate the number of directors described above, (i) for so long as the Company qualifies as a controlled company under applicable NYSE rules, the Sellers’ Representative will be entitled to designate the maximum number of directors that the Company could nominate without violating such rules, and (ii) if the Company no longer qualifies as a controlled company under applicable NYSE rules, the Sellers’ Representative will be entitled to designate the number of director nominees that is proportionate to the percentage of issued and outstanding voting securities of the Company held at the time by the Sellers and their permitted transferees, taken as a whole. Based on the Sellers’ beneficial ownership of our Common Stock as of the date of this Proxy Statement and the number of directors currently comprising the Board, the Sellers’ Representative has the right to designate eleven individuals for such purpose, including the four Class III director nominees to be elected at this Annual Meeting.

  4. Director Nomination Process

    Messrs. Neil Bluhm, Jack Markell, Niccolo de Masi and Thomas Winter are the four Class III director nominees standing for re-election at this Annual Meeting. We believe we have a balanced Board, which is comprised of directors who individually possess the leadership and character commensurate with the role of director, and who collectively possess the mix of skills necessary to provide appropriate oversight of a company the size and complexity of the Company. In addition, the Board possesses a strong mix of experienced and newer directors.

  5. Director Nominees

    Director Nominees The Board is currently comprised of Neil Bluhm, Richard Schwartz, Andrew Bluhm, Leslie Bluhm, Judith Gold, James Gordon, Jack Markell, Niccolo de Masi, Paul Wierbicki, Thomas Winter and Daniel Yih, with the Class I directors being Andrew Bluhm, Judith Gold, Paul Wierbicki and Daniel Yih, the Class II directors being Leslie Bluhm, James Gordon and Richard Schwartz, and the Class III directors being Neil Bluhm, Jack Markell, Niccolo de Masi and Thomas Winter. Each of their biographies and terms are disclosed below. Each of the current Class III directors is standing for re-election at this Annual Meeting. Each Class III director nominee was recommended to the Board for re-election by the NCG Committee. Each of the Class III director nominees was designated by the Sellers’ Representative pursuant to the Investor Rights Agreement. Each nominee has consented to stand for election, and the Board does not anticipate that any nominee will be unavailable to serve. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute, subject to the rights of the Sellers’ Representative under the Investor Rights Agreement. If that happens, the person named as proxy on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat. The information presented below regarding each nominee also sets forth specific experience, qualifications, attributes and skills that led our Board to conclude that such individual should serve as a director in light of our business and structure.

  6. Class III Director Nominees for Election for a Three-Year Term Expiration at the 2029 Annual Meeting

    Class III Director Nominees for Election for a Three-Year Term Expiration at the 2029 Annual Meeting Neil Bluhm, 88, has been our Executive Chairman since April 9, 2021 and Chairman of the Board since December 2020. Mr. Bluhm is a leading business executive having built and led multiple successful companies in the areas of real estate development, gaming, and private equity. Mr. Bluhm co-founded JMB Realty Corp. (“JMB”) and has served as the President of JMB since 1968. JMB became one of the largest property owners and developers in the United States with successful developments that include urban shopping centers and malls, five-star hotels, commercial office towers, and residential projects. Mr. Bluhm and JMB set the standard for superior mixed-use developments that combine retail, dining, hotel, office and residential. Marquee projects included Century City in Los Angeles and 900 North Michigan in Chicago, featuring the prestigious Four Seasons hotel, among innumerable other high-profile ventures. In 1994, Mr. Bluhm co-founded Walton Street Capital, a real estate private equity firm, where he served as a Principal from 1995 through August 2021. In 2009, Mr. Bluhm co-founded Rush Street Gaming, LLC (“RSG”), one of the fastest growing companies in the gaming industry. Mr. Bluhm has served as the Managing Member of RSG since 2009. RSG has developed seven regional destination casinos, including five of which it continues to operate in downtown Pittsburgh and Philadelphia, the Capital Region of New York, in the Chicago suburbs and Portsmouth in Virginia. Early in his career, Mr. Bluhm worked as an attorney with Mayer, Brown & Platt, where he rose to partner. Mr. Bluhm has been a life trustee and member of the investment committee at Northwestern University since 1986, a member of the board of directors of Northwestern Memorial Foundation of Northwestern Hospital since 2001, a member of the board of trustees of the Whitney Museum of American Art since 2003, during which time he has served in various roles including as President and co-chair, an honorary member of the board of directors for the Alzheimer’s Disease & Related Disorders Association since 1996 and a member to the advisory board of Chicago Cares since 1991. Mr. Bluhm earned a Bachelor’s degree from the University of Illinois and a J.D. from Northwestern University School of Law. Mr. Bluhm’s qualifications to serve as Chairman of the Board include his extensive and varied leadership experience throughout his career in the real estate, casino and gaming industries. Jack Markell, 65, has been a director of the Company since March 2025. Mr. Markell was most recently elected to the board of trustees of FS Credit Income Fund in August 2025 and Graham Holdings Company (NYSE: GHC) in February 2025, where he previously served as a director from May 2017 through December 2021. Mr. Markell was the U.S. Ambassador to the Italian Republic and the Republic of San Marino from September 2023 to January 2025. Prior to that, he served as the U.S. Ambassador to the Organization for Economic Co-operation and Development from February 2022 to August 2023. He previously served as the 73rd governor of Delaware from 2009 to 2017. Before he was elected Governor, Mr. Markell was the Delaware State Treasurer for 10 years from January 1999 to January 2009. Mr. Markell has also held several executive leadership roles in corporate development, investor relations, strategic management and consulting. Mr. Markell previously served on the boards of Upstream USA, Symbiont.io, FS Credit Real Estate Income Trust, Scientific Games Corporation (now known as Light & Wonder, Inc., NASDAQ: LNW), Vemo Education, Generation USA, High Resolves and on the National Board of Directors of Jobs for America’s Graduates. He also served as a Trustee of the Annie E. Casey Foundation, Strada Education Network and Delaware State University. He earned his undergraduate degree in economics and development studies from Brown University and an MBA from the University of Chicago. Mr. Markell’s qualifications to serve on the Board include his extensive expertise in the government relations, corporate development and strategic management. Niccolo de Masi, 45, has been a director of the Company since September 2019 and served as dMY Technology Group, Inc’s Chief Executive Officer from January through December 2020. Mr. de Masi currently serves as Chairman, President and Chief Executive Officer of IonQ, Inc. (NYSE: IONQ), and has served on its board, audit committee and nominating and governance committee and compensation committee from September 2021 to February 2025. Mr. de Masi has previously served on the board and audit committee of Planet Labs PBC (NYSE: PL) from December 2021 to July 2025, the board and compensation committee of Genius Sports Limited (NYSE: GENI) from April 2021 to December 2023, as chief executive officer and a director of dMY Technology Group, Inc. VI (formerly NYSE: DMYS) since April 2021 and dMY Squared (formerly NYSE: DMYY) from October 2022 until February 2025. Prior to that, Mr. de Masi served in various executive and director roles for numerous other public and private companies. Mr. de Masi serves on the Leadership Council of the UCLA Grand Challenges. Mr. de Masi received his B.A. and MSci. degrees in physics from Cambridge University. Mr. de Masi’s qualifications to serve on the Board include his extensive public company corporate governance experience and leadership in the mobile gaming, app and technology space. Thomas Winter, 51, has been a director of the Company since December 2024. Mr. Winter has served on the board of Bragg Gaming Group Inc. (Nasdaq: BRAG) since March 2026. Prior to that, he served as the General Manager of North America iGaming at DraftKings Inc. (Nasdaq: DKNG) from May 2022 to September 2023. Before that, he founded Golden Nugget Online Gaming, Inc. (Nasdaq: GNOG), an online casino and sports betting operator, in September 2013 and served as its President from December 29, 2020 until it was acquired by DraftKings Inc. in May 2022. Between 2013 and 2020, Mr. Winter had served as the Senior Vice President and General Manager of the online gaming division of Landry’s LLC, an entertainment, hospitality and gaming conglomerate and Golden Nugget Online Gaming’s former indirect parent. Prior to 2013, Mr. Winter served in various senior and advisory roles in the gaming industry, including as Chief Operating Officer, then as Chief Executive Officer, of Betclic, a major European online sports betting and gaming operator from 2008 to 2011, and Chief Operating Officer of Expekt.com in 2009, a sister company of Betclic and a pioneer brand in the online gaming industry. Mr. Winter was a non-executive director for Metro Play, the online gaming arm of the Daily Mail Group Media, from 2012 until its sale in 2014, a non-executive director for Groupe Paris Turf, the leading horse racing media group in France, in 2013, and an advisory board member then a board observer for Superbet, one of the largest online gaming operators in Central and Eastern Europe, between 2018 and 2022. In October 2024, Mr. Winter was appointed as a board member and senior advisor of Awager, an innovative iGaming live streaming technology provider backed by Oaktree Capital Management. Mr. Winter holds a Master in Management - Grande Ecole from ESSEC business school in Paris. Mr. Winter’s qualifications to serve on the Board include his deep expertise in the online gaming and sports betting industry, along with his strong leadership, financial and marketing experience.

  7. Continuing Class I Directors to Serve Until the 2027 Annual Meeting

    Continuing Class I Directors to Serve Until the 2027 Annual Meeting Andrew Bluhm, 59, has been a director of the Company since March 2025. Mr. Bluhm is the founder and managing principal of Delaware Street Capital. Previously, he was a partner at Walton Street Capital, a multi-billion dollar private equity real estate opportunity fund. Prior to Walton Street Capital, Mr. Bluhm worked for JMB Realty Corporation in their acquisitions group and for Goldman, Sachs and Company in their leveraged finance group. Over his career, he has invested billions of dollars across different asset classes. Mr. Bluhm received an M.B.A. from Harvard Business School and a B.S. magna cum laude from the Wharton School at the University of Pennsylvania. Mr. Bluhm’s qualifications to serve on the Board include his extensive expertise in finance, investing and corporate development. Mr. Bluhm previously served as an observer on the Company’s Board. Judith Gold, 62, has been a director of the Company since December 2020. Ms. Gold has been a Managing Director, Government Relations & Strategy, and Senior Counsel at LAMB Capital Advisors, LLC since December 2020. Prior to joining LAMB Capital Advisors, LLC, Ms. Gold was a partner at Perkins Coie LLP, which she joined in 2005, where she advised companies and senior executives on corporate communications, public affairs, crisis communications, reputation management and public strategies. Ms. Gold began her legal career in 1989 at Altheimer & Gray, where she was an associate and later became a partner. Ms. Gold has also served in numerous public policy roles throughout her career, including in Chicago Mayor Richard M. Daley’s Cabinet as Chief of Policy for the City of Chicago, as a member of the Illinois State Board of Education, and as Chair of the Illinois Commission on the Status of Women. Ms. Gold devotes significant time to service for nonprofit organizations, including currently serving as a member of the boards of directors of Columbia College Chicago, the Illinois Coalition Against Sexual Exploitation and the Chicago Civic Federation. Ms. Gold earned a B.A. from the University of Michigan and a J.D. from the University of Chicago Law School. Ms. Gold’s qualifications to serve on the Board include her over thirty years of public and private sector experience of providing government relations, communications and public policy advice to companies and senior executives in regulated industries. Paul Wierbicki, 46, has been a director of the Company since December 2020, and our General Counsel and Chief Legal Officer since July 2021. He currently also serves on the board of directors of Cutera, Inc., since February 2025, and on the board of directors of Velsera Inc., since October 2024. Prior to that, Mr. Wierbicki was the General Counsel of LAMB Capital Advisors, LLC since June 2015. Before joining LAMB Capital Advisors, LLC, Mr. Wierbicki served as Senior Counsel, Business and Legal at AbbVie Inc. from March 2014 to May 2015 and as a Partner at Kirkland & Ellis LLP, specializing in restructuring and debt finance, from October 2011 to February 2014. Mr. Wierbicki served on the board of directors and compensation committee of Green Rivers Spirits Company (f/k/a Terressentia Corporation) from February 2017 and January 2018, respectively, through September 2021, the board of directors and as treasurer of Sutton Place Association since January 2016, and the board of directors of The Civic Federation from September 2012 to December 2015. Mr. Wierbicki earned a B.A. in Economics and Political Science from Vanderbilt University, an Advanced Professional Certificate in Law and Business from New York University, Stern School of Business and a J.D. from New York University School of Law. Mr. Wierbicki’s qualifications to serve on the Board include his extensive and varied legal and deal experience throughout his career, including his role as our General Counsel and Chief Legal Officer and his experience in the casino and gaming industries. Daniel Yih, 67, has been a director of the Company since June 2022. Mr. Yih was a Managing Director of Starwood Capital Group from 2007 to August 2022. During this time, Mr. Yih served as President of Starwood Outdoors, Chief Investment Officer, Europe, Interim Head of Asset Management, Europe, CEO of BR Guests Restaurant, a portfolio company of Starwood Capital, and Global Chief Operating Officer. Mr. Yih also served on Starwood’s Investment Committee from 2007 to 2020. Prior to joining Starwood, Mr. Yih was Chief Operating Officer and a Portfolio Principal of the buyout fund GTCR Golder Rauner. Before that, Mr. Yih was a general partner at Zell-Chilmark Fund, a buyout fund investing in financially distressed companies. Mr. Yih also previously served as Chief Administrative Officer and Chief Financial Officer of Welbilt Corporation, a commercial food equipment manufacturer. Mr. Yih began his career at Kirkland & Ellis, representing equity investors in leveraged buyout transactions and venture capital investments. He previously served on the boards of directors and audit committees of Ann Inc. (formerly NYSE: ANN) from 2007 to 2015 and Starwood Hotels & Resorts Worldwide, Inc. (formerly NYSE: HOT) from 1995 to 2007. Mr. Yih also served as chairman of the board of trustees for the Thacher School. Mr. Yih earned a Juris Doctor and a Master of Business Administration from the University of Chicago. He graduated with a B.S. in mechanical engineering with distinction from Stanford University. Mr. Yih’s qualifications to serve on the Board include his extensive business experience and experience serving on public company boards of directors.

  8. Continuing Class II Directors to Serve Until the 2028 Annual Meeting

    Continuing Class II Directors to Serve Until the 2028 Annual Meeting Leslie Bluhm, 61, has been a director of the Company since December 2020. Ms. Bluhm has been an associate at JMB Realty Corp. since 1991. Prior to joining JMB Realty Corp. Ms. Bluhm co-founded, and served as the President of Chicago Cares Inc. (“Chicago Cares”), a nonprofit volunteer service organization, from 1990 to 2016. Since 2013, Ms. Bluhm has served on the board of trustees of the Museum of Contemporary Art Chicago, and on the board of directors of both OneGoal and Shining Hope for Communities. Since 2017, Ms. Bluhm has served as trustee of the Whitney Museum of American Art. She previously served on the board of The Chicago Community Trust from 2013 to 2023. Ms. Bluhm earned a B.A. degree from the University of Michigan and a J.D. from the University of Chicago Law School. Ms. Bluhm’s qualifications to serve on the Board include her extensive experience as a community leader, as well as her training as an attorney. James Gordon, 76, has been a director of the Company since December 2020. Mr. Gordon has been the Managing Partner of Edgewater Growth Capital Partners (“Edgewater”) since he founded Edgewater in 2001. Prior to forming Edgewater, Mr. Gordon was President of Gordon Foods, Inc. and Gordon’s Wholesale, Inc. In 1982, Mr. Gordon engineered a leveraged buy-out of his personal and family interests in The Gordon Companies and in 1986 sold the company to a European multinational corporation. Mr. Gordon has served on the boards of directors of numerous Edgewater portfolio companies. Mr. Gordon has also previously served on the board of directors of numerous philanthropic and non-profit organizations, including The Whitney Museum of American Art as chair of the investment committee, The Art Institute of Chicago as a member of the board of trustees and the investment committee, The Chicago Museum of Contemporary Art on the executive committee of the board and the investment committee and on the board of trustees of Grinnell College as head of the investment committee. Mr. Gordon earned a B.A. from Northwestern University. Mr. Gordon’s qualifications to serve on the Board include his extensive experience as a private equity investor and his service on numerous other public and private company and philanthropic boards. Richard Schwartz, 51, has been a director of the Company since August 2021. Mr. Schwartz has been our Chief Executive Officer since August 2021. He co-founded the Company in 2012 and served as the Company’s President from inception until August 2021. Prior to joining the Company, Mr. Schwartz started and led the interactive business for WMS Industries, which in 2010, launched the award-winning UK-facing online casino business, Jackpot Party. Richard has been a leader and innovator in the gaming industry for over 15 years, is an inventor on over 50 patents and/or patent applications, and has a deep understanding of player psychology. Prior to joining the gaming industry, Mr. Schwartz was an executive at Telecom Italia Lab USA (formerly Telecom Italia Ventures) and an intellectual property attorney in the Silicon Valley. Mr. Schwartz graduated from the University of California, Berkeley and received his law degree from the University of California, Hastings College of the Law. Mr. Schwartz’s qualifications to serve on the Board include his extensive experience as Chief Executive Officer (and formerly President) of the Company, and his extensive and varied experience throughout his career in the casino and gaming industries.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Board has implemented a Board compensation program (the “Director Compensation Program”) that is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage their ownership of our stock to further align their interests with those of our stockholders. Our non-employee directors who are determined to not be founders of Rush Street Interactive, LP (“RSILP”) are eligible to participate in the Director Compensation Program (the “eligible directors”). The eligible directors under the Director Compensation Program in 2025 were Leslie Bluhm, Andrew Bluhm and Jack Markell (each commencing on March 19, 2025), Niccolo de Masi (commencing on January 1, 2025), Judith Gold, James Gordon, Thomas Winter and Daniel Yih. The Director Compensation Program provides an annual equity retainer to our eligible directors with a fair value equal to $125,000 (calculated based on the trailing 60-day average closing price on the NYSE of our Class A Common Stock). This annual retainer is paid in the form of restricted stock units of the Company, which will vest in their entirety into shares of our Class A Common Stock on the date of the next year’s annual meeting of stockholders following the grant date, subject to the holder’s continued service on the Board through the vesting date. Compensation under the Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan (as amended, the “Equity Incentive Plan”).

  10. Director Compensation Table

    Director Compensation Table The following table presents the total compensation for each eligible director during 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to, any of the other non-employee members of our Board in 2025. Messrs. Neil Bluhm, Schwartz and Wierbicki receive no compensation for service as directors and consequently, are not included in this table. The compensation received by Messrs. Neil Bluhm, Schwartz and Wierbicki for their roles as our Executive Chairman, Chief Executive Officer and Chief Legal Officer, respectively, is presented in “—Summary Compensation Table.”

  11. Director Compensation Table

    | Name | Fees earned or paid in cash ($) | Stock Awards ($)(1) | Total ($) | | Andrew Bluhm | $— | $141,157 | $141,157 | | Leslie Bluhm | $— | $141,157 | $141,157 | | Niccolo de Masi | $— | $141,157 | $141,157 | | Judith Gold | $— | $141,157 | $141,157 | | James Gordon | $— | $141,157 | $141,157 | | Jack Markell | $— | $141,157 | $141,157 | | Thomas Winter | $— | $141,157 | $141,157 | | Daniel Yih | $— | $141,157 | $141,157 |

  12. Director Compensation Table

    | (1) The amounts in this column represent the aggregate grant-date fair value of the RSUs granted to each eligible director computed in accordance with FASB ASC Topic 718. See Note 8 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a discussion of all assumptions made by us in determining the grant-date fair value of these awards. As of December 31, 2025, each of Mses. Leslie Bluhm and Gold and Messrs. Andrew Bluhm, de Masi, Gordon, Markell, Winter and Yih held 10,985 RSUs, in each case which vest in full at the Annual Meeting, subject to the director’s continued service on the Board through the vesting date. |

  13. Executive Compensation Overview and Philosophy

    Executive Compensation Overview and Philosophy The Compensation Committee believes that the 2025 compensation of our Named Executive Officers noted below is commensurate with the Company’s size, industry, performance and profitability, the significant scope of their roles and responsibilities, and their strong values-driven leadership. Our executive compensation program is designed to be straightforward, consistent and effective. This Compensation Discussion and Analysis explains the guiding principles, policies and practices upon which our executive compensation program is based and the compensation paid to our Named Executive Officers for 2025. For the year ended December 31, 2025, our named executive officers (“Named Executive Officers” or “NEOs”) were: • Richard Schwartz, Chief Executive Officer; • Kyle Sauers, President and Chief Financial Officer; • Mattias Stetz, Chief Operating Officer; • Paul Wierbicki, Chief Legal Officer; and • Neil Bluhm, Executive Chairman. The objective of our executive compensation program is to provide a total compensation package that will enable us to attract, motivate and retain outstanding individuals, align the interests of our executive team with those of our equity holders, encourage individual and collective contributions to the successful execution of our short- and long-term business strategies and reward NEOs for performance. Our Board, with input from our Compensation Committee, has historically determined the compensation for our NEOs. We achieve our objectives through an executive compensation program that: • Provides a competitive total pay opportunity that takes into account our size, industry and performance; • Delivers a majority of our executives’ pay through performance-based incentives that are designed to drive long-term stockholder value; • Grants of equity awards with multi-year vesting or performance requirements intended to maintain long-term alignment with stockholders and drive a focus on long-term performance; and • Does not encourage unnecessary and excessive risk-taking, assisted by our stock ownership guidelines and Policy Regarding the Mandatory Recovery of Erroneously Awarded Compensation. In order to assess whether the compensation awarded to our NEOs is fair and reasonable, we periodically gather and review data regarding the compensation practices and policies of other public companies of comparable size in the gaming, technology and entertainment industries. The peer group compensation data is reviewed by the Compensation Committee to determine whether the compensation opportunity provided to our NEOs is generally competitive with that provided to the executive officers of our peer group companies, and the Compensation Committee makes adjustments to compensation levels where appropriate based on this information. The peer group is used as a reference point by the Compensation Committee in its compensation decisions with respect to NEOs, but the Compensation Committee does not generally benchmark NEO compensation to any specific level with respect to peer group data.

  14. Key Features, Policies and Practices of our Executive Compensation Program

    | WHAT WE DO | •Align executive compensation with stockholders’ return through long-term incentives •Provide performance-based compensation for executives •Balance short and long-term incentive awards to discourage short-term risk-taking at the expense of long-term results •Retain, as appropriate, an independent compensation consultant •Generally impose strong non-compete, non-solicit and other restrictive covenants with our NEOs •Maintain an SEC and NYSE-compliant clawback policy •Maintain stock ownership guidelines | | WHAT WE DON’T DO | •Incentivize recipients to take excessive risk or focus primarily on short-term performance •Guarantee annual bonuses for NEOs •Allow repricing of stock options •Offer tax “gross-ups” of annual compensation •No dividend equivalents on outstanding options or on unvested RSUs or PSUs •No excessive perquisites •No pension or other supplemental executive health or insurance benefits •Provide excise tax “gross-ups” upon termination with a change-in-control •No hedging or short sales of shares and no transactions involving derivative securities relating to shares without prior approval from the Chief Legal Officer |

  15. Annual Cash Bonus

    Annual Cash Bonus We grant annual cash bonuses under our short-term incentive plan as a short-term incentive for our executive officers other than our Executive Chairman, who does not participate in this short-term plan. These annual cash bonuses are payable upon the achievement of certain pre-established corporate and individual goals or performance metrics. Annual cash bonuses are paid to incentivize the achievement of qualitative and quantitative performance metrics, with the target amount of an annual cash bonus (if any) predetermined by the Board, and the amount earned (if any), as determined by the Board, is typically paid during the first quarter of the following year. The applicable NEOs are required to be employed on the day the annual bonus was paid. The target percentage for each executive’s annual bonus is initially based on the amount outlined in their employment letter and is reviewed annually by the Compensation Committee. During 2025, the target annual bonus opportunity for each NEO other than our Executive Chairman, who does not participate in this short-term incentive plan, expressed as a percentage of their annual base salary, was as follows: Mr. Schwartz, 110%; Mr. Sauers, 90%; Mr. Stetz, 80%; and Mr. Wierbicki, 60%. For 2025, the annual cash bonuses for NEOs (other than our Executive Chairman) were weighted as follows: (a) 67% based on the Company achieving the financial goals (“Corporate Goals”) described below, which were set by the Compensation Committee, and (b) 33% based on individual goals for each applicable NEO, which may include qualitative and quantitative components, which may be discretionary and/or subjective in nature. The Corporate Goals for 2025 were for the Company to achieve a certain (a) annual revenue amount calculated in accordance with U.S. Generally Accepted Accounting Principles, which was weighted to account for 33% of the Corporate Goals achievement, and (b) annual amount of total consolidated Adjusted EBITDA1, which was weighted to account for 67% of the Corporate Goals achievement. 1 Adjusted EBITDA is a non-GAAP measure that we define 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. Please refer to the “Non-GAAP Information” section of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 18, 2026, for a reconciliation to the most directly comparable GAAP measure. These Corporate Goals have scaling targets that range from a minimum payout of 0% to a maximum payout of up to 150% of target. Payout percentages are generally interpolated between tiers upon achievement. These financial performance goals typically require meaningful year-over-year growth in order for the target awards to be paid out at or above the target amount. The results of the Adjusted EBITDA and revenue components of the Corporate Goals for 2025 exceeded the maximum target goal and achieved 106.90% of the target goal set under the annual cash bonus incentive program, respectively, resulting in a payout for each of our NEOs equal to 144.80% of the total target payout opportunity for the Corporate Goals component of the annual cash bonus. The Compensation Committee also evaluated the achievement of the individual goals of each NEO (other than our Executive Chairman) and determined the appropriate annual cash bonus payout amount attributable to those goals. The Compensation Committee's review regarding achievement of individual goals incorporated a scorecard of individualized qualitative and quantitative actions and measures relevant to the fiscal year for the applicable NEO and a discussion of continuing areas of opportunity.

  16. Long-Term Equity Incentives

    Long-Term Equity Incentives We grant to our executives, including our NEOs, long-term incentive awards under our Equity Incentive Plan (“LTIP Awards”). These LTIP Awards are issued annually and are earned either upon the achievement of certain pre-established goals or performance metrics or upon the passage of time. LTIP Awards are paid to incentivize the achievement of long-term qualitative and quantitative performance metrics, with the amount of the LTIP Awards determined by the Board (with input from the Compensation Committee). For 2025, we granted to our NEOs LTIP Awards comprised (calculated based on grant date fair value): (i) 50% of restricted stock units with market conditions (“PSUs”) vesting after the completion of a performance period ending on December 31 of the third calendar year after the date of grant, (ii) 30% of time-based restricted stock units (“RSUs”) vesting ratably over a three-year term, and (iii) 20% of time-based stock options (“Stock Options”) vesting ratably over a three-year term. For 2026, the Compensation Committee and the Board approved changes to the composition of the LTIP Awards to eliminate stock options such that future grants will consist of 50% RSUs and 50% PSUs, which will have performance metrics based on Relative TSR (as defined below), revenue and Adjusted EBITDA targets, each weighted equally. PSUs are a substantial, at-risk component of our NEO’s compensation tied to our long-term performance. The number of PSUs that vest depends entirely on the Company’s total stockholder return relative to the other peer companies (“Relative TSR”) for the applicable performance period, and can range from 0% to 200% of the target award. To earn a target award, the Company must achieve a Relative TSR performance at the 55th percentile relative to our designated peer group, with companies in the designated peer group that the Compensation Committee deems to be “direct competitors” being counted twice when determining this percentile. Achievement below the 30th percentile results in no shares vesting under the PSUs, and if the Relative TSR is negative for the performance period, then the maximum vesting percentage is 100%. The Compensation Committee chose Relative TSR as it continues to be an objective and meaningful metric to evaluate our performance against that of other peer companies and to align the interests of our NEOs with the interests of our stockholders in creating long-term value. We measure Relative TSR for the applicable performance period based on the change in each peer company’s stock price during that period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. A 90-trading-day averaging period is used to determine the beginning and ending stock price values used to calculate the total shareholder return of the Company and the designated peer companies. This averaging period mitigates the impact on the long-term Relative TSR results of one-day or short-term stock price fluctuations at the beginning or end of the performance period. The change in stock price value from the beginning to the end of the period is divided by the beginning stock price value to determine TSR. During 2025, the PSUs that were granted to the NEOs in 2023 and had a performance period end on December 31, 2025, paid out at 200% of the target award amount because the Company’s Relative TSR was in the top 80th percentile. RSUs and Stock Options with time-based vesting align the interests of our NEOs with the interests of our stockholders by promoting the stability and retention of a high-performing executive team over the longer term. The combination of these LTIP Award components ensures that our compensation is aligned with metrics that the Compensation Committee believes will optimize long-term total return for stockholders. We believe that our compensation program for our executives, including our NEOs, remains an important way to ensure that we align executive pay to financial performance. We also maintain financial discipline with respect to our compensation programs to limit dilution to our stockholders.

  17. LTIP Award Grant Practices

    LTIP Award Grant Practices We grant LTIP Awards upon the recommendation of our Compensation Committee and approval of our Board. Our LTIP Awards, if LTIP Awards are granted in a given year, are generally recommended by the Compensation Committee in the first quarter of the year and presented to the Board for approval at its regularly scheduled meeting during the first quarter of the year. Our Compensation Committee recommends to the Board for approval and our Board approves all LTIP Award grants on or before the grant date and neither the Compensation Committee nor the Board takes material nonpublic information into account when determining the timing and terms of LTIP Awards, including stock options, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  18. Governance and Other Considerations

    Governance and Other Considerations Clawback Policy. To help create and maintain a culture that emphasizes integrity and accountability and that reinforces our pay-for-performance compensation philosophy, our Board has adopted a Policy Regarding the Mandatory Recovery of Erroneously Awarded Compensation, also known as a clawback policy, which is consistent with the requirements adopted by the SEC and the NYSE. Pursuant to this clawback policy, except for certain enumerated exceptions, we are required to recoup erroneously received incentive-based compensation, with respect to such compensation granted or received on or after October 2, 2023, from each current or former executive officer of the Company if we are required to prepare a restatement due to material noncompliance with financial reporting requirements under U.S. securities laws. For the complete terms of this policy, please see exhibit 97 of our Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 18, 2026. Insider Trading Policy; Policy on Short Sales and Other Speculative Trades. Our Board has adopted an Insider Trading Policy, which governs the purchase, sale and other dispositions of the Company’s securities that applies to all directors, officers and employees of the Company and each subsidiary of the Company and certain other persons associated with the foregoing categories of persons. The policy also applies to the securities of other companies with which we have a business relationship, including customers, vendors, and suppliers and those with which the Company may be negotiating major transactions, such as an acquisition, merger, or tender offer. In addition, the policy generally prohibits our directors, officers and employees from engaging in hedging or monetization transactions, such as prepaid variable forwards, equity swaps, collars and exchange funds; short sales; and transactions in publicly traded options, such as puts, calls and other derivatives involving our equity securities, without prior approval from the Chief Legal Officer. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. For the complete terms of our Insider Trading Policy, please see exhibit 19 of our Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 18, 2026. Stock Ownership Guidelines. Under our stock ownership guidelines, Mr. Schwartz is expected to own shares of the Company’s stock that have a value equal to at least five times his annual base salary and all other executive officers are expected to own shares that have a value equal to at least three times their annual base salary within five years of the officer first becoming subject to the guidelines. Shares may be owned directly by the individual, owned jointly with or separately by the individual’s spouse or minor children, or beneficially owned in the individual’s “family trust”. For purposes of these guidelines, unvested RSUs, but not PSUs or unexercised Stock Options, count towards the ownership totals under the guidelines. Each executive officer currently holds shares in excess of these guidelines. Tax Deductibility of Compensation Expense. Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a publicly held company can deduct in any tax year on compensation paid to each “covered employee,” which includes our NEOs. While the Compensation Committee considers tax deductibility as one of many factors in determining executive compensation, the Compensation Committee will award or modify compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not tax deductible by the Company. Risk Considerations. In establishing and reviewing the Company’s executive compensation program, the Compensation Committee considers whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. See “Corporate Governance–Board Role in Risk Oversight” above for an additional discussion of risk considerations.

  19. Summary Compensation Table

    Summary Compensation Table

  20. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Richard Schwartz | 2025 | $653,800 | $4,135,685 | $1,089,668 | $1,053,650 | $14,000 | $6,946,803 | | Chief Executive Officer | 2024 | $623,800 | $6,368,977 | $1,039,668 | $983,529 | $13,800 | $9,029,774 | | | 2023 | $613,800 | $4,407,077 | $1,023,001 | $872,583 | $13,200 | $6,929,661 | | Kyle Sauers | 2025 | $554,506 | $2,711,231 | $443,205 | $726,210 | $14,000 | $4,449,151 | | President and Chief Financial Officer | 2024 | $506,846 | $2,587,448 | $422,373 | $646,232 | $13,800 | $4,176,699 | | | 2023 | $496,846 | $1,783,678 | $414,039 | $577,898 | $13,200 | $3,285,661 | | Mattias Stetz | 2025 | $465,000 | $923,473 | $243,317 | $514,010 | $14,000 | $2,159,800 | | Chief Operating Officer | 2024 | $445,000 | $1,426,432 | $232,852 | $500,777 | $13,800 | $2,618,861 | | | 2023 | $440,000 | $991,843 | $230,234 | $431,450 | $13,200 | $2,106,727 | | Paul Wierbicki | 2025(5) | $435,000 | $528,319 | $139,206 | $364,985 | $14,000 | $1,481,510 | | Chief Legal Officer | 2024 | $415,000 | $813,536 | $132,804 | $348,602 | $13,800 | $1,723,742 | | Neil Bluhm | 2025(6) | $392,562 | $379,544 | $100,004 | $— | $— | $872,110 | | Executive Chairman | | | | | | | |

  21. Summary Compensation Table

    (1) The amounts in these columns represent the aggregate grant-date fair value of the applicable equity awards granted to each NEO computed in accordance with FASB ASC Topic 718. See Note 8 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a discussion of all assumptions made by us in determining the grant-date fair value of these awards. (2) The amounts disclosed in this column for 2025 comprise the grant date fair value of the RSUs and PSUs granted in 2025 as shown in the table below.

  22. Summary Compensation Table

    | Name | RSUs | | PSUs | | | Richard Schwartz | | 1,283,283 | | 2,852,402 | | Kyle Sauers | | 1,551,051 | | 1,160,180 | | Mattias Stetz | | 286,546 | | 636,927 | | Paul Wierbicki | | 163,935 | | 364,384 | | Neil Bluhm | | 117,775 | | 261,769 |

  23. Summary Compensation Table

    For 2025, the grant date fair values of performance stock unit awards subject to market conditions were: $2,852,402 for Mr. Schwartz, $1,160,180 for Mr. Sauers, $636,927 for Mr. Stetz, $364,384 for Mr. Wierbicki and $261,769 for Mr. Bluhm. At the maximum levels of performance, the values would be: $5,704,804 for Mr. Schwartz, $2,320,359 for Mr. Sauers, $1,273,854 for Mr. Stetz, $728,769 for Mr. Wierbicki and $523,538 for Mr. Bluhm. The price used to determine the number of RSUs and PSUs awarded as part of the annual equity program was the trailing 60-day average closing price on the NYSE of our Class A Common Stock on the date on which the awards were granted. (3) Reflects payments earned by the NEOs in accordance with the Company’s annual cash bonus program for the applicable calendar year. See “Annual Cash Bonus” above for a description of the annual cash bonus program. (4) The amounts in this column represent Company matching contributions under the Company’s 401(k) plan. See “Other Benefits and Compensation Elements” above for a description of the matching formula. (5) Beginning with the year ended December 31, 2024, Mr. Wierbicki was determined to be an NEO. Mr. Wierbicki was not a named executive officer for the fiscal year ended December 31, 2023, and therefore his compensation for that year has been excluded from the Summary Compensation Table in accordance with SEC disclosure rules. (6) Beginning with the year ended December 31, 2025, Mr. Bluhm was determined to be an NEO. Mr. Bluhm was not a named executive officer for the fiscal years ended December 31, 2023 and 2024, and therefore his compensation for those years has been excluded from the Summary Compensation Table in accordance with SEC disclosure rules. In lieu of receiving his base salary in cash, Mr. Bluhm elected to receive his entire salary for 2025 in the form of RSUs that vest at the Annual Meeting. The amounts in the salary and non-equity incentive plan compensation columns of the Summary Compensation Table reflect actual amounts earned in the relevant years, while the amounts in the stock awards and stock options columns reflect accounting values determined as of the date of grant. See “Employment and Similar Arrangements” below for a summary of the individual agreements that provide for much of the compensation identified in the Summary Compensation Table. The tables entitled “Outstanding Equity Awards” and “Stock Vested” provide further information on the NEOs’ potential realizable value and actual value realized with respect to their equity awards. The Summary Compensation Table should be read in conjunction with the Compensation Discussion and Analysis and the subsequent tables and narrative descriptions.

  24. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  25. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards(2) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Richard Schwartz | | $— | $719,180 | $— | | | | | | | | | | 3/14/2025(3) | | | | 99,944 | 199,888 | 399,776 | | | | $2,852,402 | | | 3/14/2025(4) | | | | | | | 119,933 | | | $1,283,283 | | | 3/14/2025(5) | | | | | | | | 162,637 | $6.70 | $1,089,668 | | Kyle Sauers | | $— | $501,386 | $— | | | | | | | | | | 3/14/2025(3) | | | | 40,651 | 81,302 | 162,604 | | | | $1,160,180 | | | 3/14/2025(4) | | | | | | | 48,781 | | | $521,957 | | | 10/15/2025(4) | | | | | | | 51,922 | | | $1,029,094 | | | 3/14/2025(5) | | | | | | | | 66,150 | $6.70 | $443,205 | | Mattias Stetz | | $— | $372,000 | $— | | | | | | | | | | 3/14/2025(3) | | | | 22,317 | 44,634 | 89,268 | | | | $636,927 | | | 3/14/2025(4) | | | | | | | 26,780 | | | $286,546 | | | 3/14/2025(5) | | | | | | | | 36,316 | $6.70 | $243,317 | | Paul Wierbicki | | $— | $261,000 | $— | | | | | | | | | | 3/14/2025(3) | | | | 12,768 | 25,535 | 51,070 | | | | $364,384 | | | 3/14/2025(4) | | | | | | | 15,321 | | | $163,935 | | | 3/14/2025(5) | | | | | | | | 20,777 | $6.70 | $139,206 | | Neil Bluhm | | $— | $— | $— | | | | | | | | | | 3/14/2025(3) | | | | 9,172 | 18,344 | 36,688 | | | | $261,769 | | | 3/14/2025(4) | | | | | | | 47,695 | | | $510,337 | | | 3/14/2025(5) | | | | | | | | 14,926 | $6.70 | $100,004 |

  26. Grants of Plan-Based Awards

    (1) These amounts reflect the target payout with no threshold or maximum, payable to our NEOs under our short-term incentive plan. For more information regarding our short-term incentive plan, including the performance targets used for 2025, see “Executive Compensation—Compensation Discussion and Analysis” in the section entitled “Annual Cash Bonus.” Mr. Bluhm does not participate in the short-term incentive plan. (2) The aggregate grant date fair value of awards presented in this column is calculated in accordance with FASB ASC 718, which for PSUs is based upon the probable outcome of the performance conditions. (3) PSU award. (4) RSU award. Solely with respect to Mr. Bluhm's RSU award, this amount includes 36,688 RSUs representing his base salary, which he elected to receive in the form of RSUs in lieu of cash. (5) Stock Option award.

  27. Outstanding Equity Awards at 2025 Year End

    Outstanding Equity Awards at 2025 Year End The market value of unvested or unearned awards is calculated using a $19.43 per share price of our Class A Common Stock, which was the closing price per share of our Class A Common Stock on the NYSE on December 31, 2025 (the last trading day of the year).

  28. Outstanding Equity Awards at 2025 Year End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Option (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Yet Vested (#) | Market Value of Shares or Units of Stock That Have Not Yet Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Yet Vested ($) | | Richard Schwartz | 32,051(1) | — | — | 15.40 | 4/9/2031 | — | — | — | — | | | 442,023(2) | — | — | 3.99 | 9/27/2032 | — | — | — | — | | | 318,692(3) | 159,346(3) | — | 3.28 | 3/15/2033 | — | — | — | — | | | 92,662(4) | 185,324(4) | — | 5.79 | 3/15/2034 | — | — | — | — | | | — | 162,637(5) | — | 10.70 | 3/14/2035 | — | — | — | — | | | — | — | — | — | — | 454,822(6) | 8,837,191 | — | — | | | — | — | — | — | — | — | — | 1,318,300(7) | 25,614,569 | | | — | — | — | — | — | — | — | 1,015,300(7) | 19,727,279 | | | — | — | — | — | — | — | — | 399,776(7) | 7,767,648 | | Kyle Sauers | 24,291(1) | — | — | 15.40 | 4/9/2031 | — | — | — | — | | | 132,556(2) | — | — | 3.99 | 9/27/2032 | — | — | — | — | | | 128,984(3) | 64,492(3) | — | 3.28 | 3/15/2033 | — | — | — | — | | | 37,645(4) | 75,289(4) | — | 5.79 | 3/15/2034 | — | — | — | — | | | — | 66,150(5) | — | 10.70 | 3/14/2035 | — | — | — | — | | | — | — | — | — | — | 236,552(6) | 4,596,205 | — | — | | | — | — | — | — | — | — | — | 533,556(7) | 10,366,993 | | | — | — | — | — | — | — | — | 412,474(7) | 8,014,370 | | | — | — | — | — | — | — | — | 162,604(7) | 3,159,396 | | Mattias Stetz | 6,748(1) | — | — | 15.40 | 4/9/2031 | — | — | — | — | | | 49,7282) | — | — | 3.99 | 9/27/2032 | — | — | — | — | | | 71,724(3) | 35,862(3) | — | 3.28 | 3/15/2033 | — | — | — | — | | | 20,754(4) | 41,506(4) | — | 5.79 | 3/15/2034 | — | — | — | — | | | — | 36,316(5) | — | 10.70 | 3/14/2035 | — | — | — | — | | | — | — | — | — | — | 101,927(6) | 1,980,442 | — | — | | | — | — | — | — | — | — | — | 296,692(7) | 5,764,726 | | | — | — | — | — | — | — | — | 227,392(7) | 4,418,227 | | | — | — | — | — | — | — | — | 89,268(7) | 1,734,447 | | Paul Wierbicki | 20,436(3) | 20,436(3) | — | 3.28 | 3/15/2033 | — | — | — | — | | | 11,837(4) | 23,672(4) | — | 5.79 | 3/15/2034 | — | — | — | — | | | — | 20,777(5) | — | 10.70 | 3/14/2035 | — | — | — | — | | | — | — | — | — | — | 91,498(6) | 1,777,806 | — | — | | | — | — | — | — | — | — | — | 169,074(7) | 3,285,108 |

  29. Outstanding Equity Awards at 2025 Year End

    | | — | — | — | — | — | — | — | 129,688(7) | 2,519,838 | | | — | — | — | — | — | — | — | 51,070(7) | 992,290 | | Neil Bluhm | 13,495(1) | — | — | 15.40 | 4/9/2031 | — | — | — | — | | | 44,203(2) | — | — | 3.99 | 9/27/2032 | — | — | — | — | | | 31,153(3) | 15,576(3) | — | 3.28 | 3/15/2033 | — | — | — | — | | | 8,913(4) | 17,825(4) | — | 5.79 | 3/15/2034 | — | — | — | — | | | — | 14,926(5) | — | 10.70 | 3/14/2035 | — | — | — | — | | | — | — | — | — | — | 80,112(6) | 1,556,576 | — | — | | | — | — | — | — | — | — | — | 128,866(7) | 2,503,866 | | | — | — | — | — | — | — | — | 97,658(7) | 1,897,495 | | | — | — | — | — | — | — | — | 36,688(7) | 712,848 |

  30. Outstanding Equity Awards at 2025 Year End

    1.Represents fully vested time-based stock option awards. The options expire 10 years from the date of the grant, April 9, 2021. 2.Represents fully vested time-based stock option awards. The options expire 10 years from the date of the grant, September 27, 2022. 3.Represents time-based stock option awards. While the options expire 10 years from the date of the grant, these time-based stock options vest in approximately equal annual installments over a three-year period from the date of grant, March 15, 2023. 4.Represents time-based stock option awards. While the options expire 10 years from the date of the grant, these time-based stock options vest in approximately equal annual installments over a three-year period from the date of grant, March 15, 2024. 5.Represents time-based stock option awards. While the options expire 10 years from the date of the grant, these time-based stock options vest in approximately equal annual installments over a three-year period from the date of grant, March 14, 2025. 6.Represents time-based RSU awards, and generally vest in equal annual installments over a three-year period from the date of grant (other than the October 15, 2025 grant for Mr. Sauers, which vests over a four-year period from the date of grant). The number of RSUs granted to each Named Executive Officer on each date of grant that have not yet vested as of December 31, 2025 are as follows:

  31. Outstanding Equity Awards at 2025 Year End

    | Name | March 15, 2023 | March 15, 2024 | March 14, 2025 | October 15, 2025 | Total | | Richard Schwartz | 131,830 | 203,059 | 119,933 | — | 454,822 | | Kyle Sauers | 53,355 | 82,494 | 48,781 | 51,922 | 236,552 | | Mattias Stetz | 29,669 | 45,478 | 26,780 | — | 101,927 | | Paul Wierbicki | 50,240 | 25,937 | 15,321 | — | 91,498 | | Neil Bluhm | 12,886 | 19,531 | 47,695 | — | 80,112 |

  32. Outstanding Equity Awards at 2025 Year End

    7.Represents PSU awards, which provide an opportunity for recipients to receive shares based on certain market conditions (the Company’s total stockholder return relative to certain peer group companies) at the end of a three-year performance period. If the minimum performance target is not met, no award is earned. If at least the minimum performance target is attained, awards can range from 50% of the target number of shares to 200% of the target number of shares underlying the PSUs. Amounts shown represent attainment of the maximum performance target and maximum award payout at, 200% of the target number of shares underlying the PSUs.

  33. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table shows information regarding the exercise of Stock Options and the vesting of RSUs and PSUs during 2025 that were previously granted to the NEOs.

  34. Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Richard Schwartz | — | $— | 2,676,974 | $43,813,330 | | Kyle Sauers | 44,253 | $586,352 | 678,285 | $12,467,971 | | Mattias Stetz | — | $— | 563,198 | $8,875,689 | | Paul Wierbicki | — | $— | 232,284 | $3,961,455 | | Neil Bluhm(1) | — | $— | 261,707 | $4,238,163 |

  35. Option Exercises and Stock Vested Table

    1.Includes Mr. Bluhm's entire base salary for 2024, which he elected to receive in the form of RSUs, in lieu of cash, and which vested at the 2025 annual meeting of stockholders.

  36. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The severance benefits for our NEOs (other than Mr. Neil Bluhm) are provided under individual employment letters. The narrative disclosure below describes the severance or change of control benefits that each NEO would be entitled to receive, and these severance benefits are quantified in the Potential Payments Upon Termination or Change of Control table below. Unless otherwise indicated, the narrative disclosure and the amounts estimated in the table assume that the relevant triggering event (a termination of employment or change of control, as applicable) occurred on December 31, 2025 and are based on the terms of the applicable employment offer letters. The terms “cause,” “good reason,” “disability,” and “change in control” in this section have the meanings provided in the applicable employment offer letter or consulting agreement (as applicable).

  37. Estimate of Potential Payments Upon Termination or Change of Control

    Estimate of Potential Payments Upon Termination or Change of Control The amounts estimated in the table below assume that the relevant triggering event (a termination of employment or change in control, as applicable) occurred on December 31, 2025 and are based on the terms of the applicable employment agreements and equity award agreements that were in effect on that date. The table assumes that any equity awards that vest in connection with the applicable triggering event that are subject to performance conditions are earned at the target level of performance within the applicable period except as may be noted otherwise, and values equity awards based on the closing price of our Class A Common Stock on December 31, 2025 (the last trading day of 2025) of $19.43.

  38. Estimate of Potential Payments Upon Termination or Change of Control

    | Name | Type of Payment(1) | Termination for Death or Disability ($) | Termination for Cause or Without Good Reason ($) | Termination Without Cause or for Good Reason Absent a Change in Control ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($) | | Richard Schwartz | Cash Severance | $— | $— | $2,092,160 | $4,673,820 | | | Stock Incentives | $41,913,018 | $— | $30,299,282 | $41,913,018 | | | Other Benefits | $— | $— | $30,963 | $30,963 | | | Total | $41,913,018 | $— | $32,422,405 | $46,617,801 | | Kyle Sauers | Cash Severance | $501,386 | $— | $1,820,000 | $3,055,000 | | | Stock Incentives | $18,012,562 | $— | $12,535,348 | $18,012,562 | | | Other Benefits | $— | $— | $25,897 | $25,897 | | | Total | $18,513,948 | $— | $14,381,245 | $21,093,459 | | Mattias Stetz | Cash Severance | $— | $— | $1,209,000 | $2,234,227 | | | Stock Incentives | $9,401,522 | $— | $6,803,884 | $9,401,522 | | | Other Benefits | $— | $— | $25,897 | $25,897 | | | Total | $9,401,522 | $— | $8,038,781 | $11,661,646 | | Paul Wierbicki | Cash Severance | $— | $— | $957,000 | $1,789,641 | | | Stock Incentives | $6,010,735 | $— | $4,527,262 | $6,010,735 | | | Other Benefits | $— | $— | $25,897 | $25,897 | | | Total | $6,010,735 | $— | $5,510,159 | $7,826,273 | | Neil Bluhm | Cash Severance | $— | $— | $— | $— | | | Stock Incentives | $4,738,670 | $— | $— | $— | | | Other Benefits | $— | $— | $— | $— | | | Total | $4,738,670 | $— | $— | $— |

  39. Estimate of Potential Payments Upon Termination or Change of Control

    (1) The “Other Benefits” rows reflect the highest potential cost of continued coverage based on current rates under COBRA. All assumed cash bonus payments and PSU achievements are calculated assuming they are paid out at target.

  40. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (“PEO”) and Non-PEO Named Executive Officers and certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934 (the “Pay Versus Performance Rules”) and does not necessarily reflect how the Compensation Committee evaluates compensation decisions.

  41. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO Named Executive Officers(2) | Average Compensation Actually Paid to non-PEO Named Executive Officers(2) | Value of Initial Fix $100 Investment Based On: | | Net Income (Loss) (in thousands) | GAAP Revenue (in thousands) (4) | | | | | | | Total Stockholder Return of RSI | Peer Group Total Stockholder Return(3) | | | | 2025 | $6,946,803 | $30,113,715 | $2,240,643 | $7,378,823 | $117.76 | $119.72 | $74.0 | $1,134.4 | | 2024 | $9,029,774 | $70,048,529 | $2,774,565 | $14,676,127 | $83.15 | $113.68 | $7.2 | $924.1 | | 2023 | $6,929,661 | $10,627,265 | $2,696,194 | $3,772,551 | $27.21 | $88.04 | $(60.1) | $691.2 | | 2022 | $14,119,163 | $11,336,786 | $3,847,612 | $2,967,553 | $21.76 | $62.42 | $(134.3) | $592.2 |

  42. PAY VERSUS PERFORMANCE

    1.The NEOs included in calculating this table in accordance with the Pay Versus Performance Rules comprised the following individuals as the Principal Executive Officer (“PEO”) and the remaining NEOs as the “non-PEO NEOs” for the years noted: (i) 2025, Richard Schwartz as the PEO and Kyle Sauers, Mattias Stetz, Paul Wierbicki and Neil Bluhm as the non-PEO NEOs, (ii) 2024, Richard Schwartz as the PEO and Kyle Sauers, Mattias Stetz, Einar Roosileht, and Paul Wierbicki as the non-PEO NEOs; (iii) 2023, Richard Schwartz as the PEO and Kyle Sauers and Mattias Stetz as the non-PEO NEOs; and (iv) 2022, Richard Schwartz as the PEO and Einar Roosileht and Mattias Stetz as the non-PEO NEOs. 2.The Pay Versus Performance Rules require that certain adjustments be made to the totals set forth in the Summary Compensation Table included in this Proxy Statement (the “Summary Compensation Table”) in order to determine “compensation actually paid” (“CAP”) for purposes of this Pay Versus Performance disclosure. “Compensation actually paid” does not represent cash and/or equity value transferred to the applicable NEO, but rather is a value calculated in accordance with the Pay Versus Performance Rules for purposes of this Pay Versus Performance disclosure. In general, “compensation actually paid” is calculated as total compensation set forth in the Summary Compensation Table, as adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). None of the NEOs received any awards that failed to meet the applicable vesting conditions during 2025, received any dividends or participated in a defined benefit plan and there have been no amendments to the exercise price of options, so the following table does not include an adjustment for such items. The below tables reflect the required adjustments to reconcile total compensation as set forth in the Summary Compensation Table to “Compensation actually paid” for purposes of this Pay Versus Performance disclosure.

  43. PAY VERSUS PERFORMANCE

    | Year | Total Compensation from Summary Compensation Table total for PEO | Adjustment for grant date values in the Summary Compensation Table (a) | Year-end fair value of unvested awards granted in the current year (b) | Year-over-year difference of year-end fair values for unvested awards granted in prior years (c) | Fair values at vest date for awards granted and vested in current year (d) | Difference in fair values between prior year-end fair values and vest-date fair values for awards granted in prior years (e) | Total Adjustments for Equity Awards | Compensation Actually Paid to PEO | | 2025 | $6,946,803 | $(5,225,353) | $11,181,052 | $10,139,306 | $12,807,285 | $(5,735,378) | $23,166,912 | $30,113,715 | | 2024 | $9,029,774 | $(7,408,645) | $20,158,090 | $25,536,220 | $8,097,914 | $14,635,176 | $61,018,755 | $70,048,529 | | 2023 | $6,929,661 | $(5,430,078) | $7,568,054 | $1,438,445 | $— | $121,183 | $3,697,604 | $10,627,265 | | 2022 | $14,119,163 | $(12,845,808) | $11,430,411 | $(1,227,286) | $— | $(139,694) | $(2,782,377) | $11,336,786 |

  44. PAY VERSUS PERFORMANCE

    | Year | Total Average Compensation from Summary Compensation Table total for Non-PEO NEOs | Adjustment for grant date values in the Summary Compensation Table (a) | Year-end fair value of unvested awards granted in the current year (b) | Year-over-year difference of year-end fair values for unvested awards granted in prior years (c) | Fair values at vest date for awards granted and vested in current year (d) | Difference in fair values between prior year-end fair values and vest-date fair values for awards granted in prior years (e) | Total Adjustments for Equity Awards | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $2,240,643 | $(1,367,075) | $2,805,142 | $2,213,340 | $2,740,087 | $(1,253,314) | $5,138,180 | $7,378,823 | | 2024 | $2,774,565 | $(1,818,682) | $4,948,430 | $6,007,510 | $1,265,303 | $1,499,001 | $11,901,562 | $14,676,127 | | 2023 | $2,696,194 | $(1,709,897) | $2,383,133 | $363,908 | $— | $39,213 | $1,076,357 | $3,772,551 | | 2022 | $3,847,612 | $(3,048,846) | $2,744,356 | $(516,748) | $— | $(58,821) | $(880,059) | $2,967,553 |

  45. PAY VERSUS PERFORMANCE

    (a) Deduction for the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table. (b) Increase in fair value, calculated in accordance with FASB ASC 718, as of the end of the reported fiscal year of equity awards granted in the reported fiscal year that were outstanding and unvested as of the end of the reported fiscal year. (c) Change in fair value, calculated in accordance with FASB ASC 718, as of the end of the reported fiscal year from the end of the prior fiscal year, of equity awards granted in prior years that are outstanding and unvested as of the end of the reported fiscal year. (d) Change in fair value, calculated in accordance with FASB ASC 718, as of the vesting date for awards that are granted and vest in the same reported fiscal year. (e) Change in fair value, calculated in accordance with FASB ASC 718, from the end of the prior fiscal year to the vesting date for awards granted in prior years that vest in the reported year. 3.The Peer Group TSR set forth in this table utilizes the S&P 500 Consumer Discretionary Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2021, through the end of the listed year in the Company and in the S&P 500 Consumer Discretionary Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. 4.For 2025 compensation decisions, the Company focused on achievement of GAAP Revenue growth, as well as other metrics such as Adjusted EBITDA, through highly effective customer acquisition, retention, engagement, and monetization, enabled by innovative product offerings and technology enhancements and cost base improvements across the Company’s operations. The Company determined consolidated GAAP Revenue to be the most important financial performance measure used to link Company performance to CAP to our PEO and Non-PEO NEOs in 2025.

  46. CEO PAY RATIO

    CEO PAY RATIO The following table shows the ratio of our Chief Executive Officer’s 2025 annual total compensation to the median 2025 annual total compensation of our other employees.

  47. CEO PAY RATIO

    | CEO 2025 Annual Total Compensation | Median Employee 2025 Annual Compensation | 2025 Ratio of CEO Pay to Median Employee Pay | | $6,946,803 | $76,150 | 91 to 1 |

  48. CEO PAY RATIO

    For 2025, we used the same median employee that was identified in 2024 since there has been no change in our employee population or employee compensation that we reasonably believe would result in a significant change in the pay ratio disclosure. We calculated the annual total compensation of our median employee in the same way we calculate our NEOs’ annual total compensation in the Summary Compensation Table. In 2025, our median employee earned $69,147 in salary and $7,003 in other compensation elements, for annual total compensation of $76,150. The 2025 annual compensation of our CEO reflects the amount included in the “Total” column of our Summary Compensation Table. We determined our median compensated employee in 2024 by using annual compensation with base salary, bonus paid attributable to 2024, and grant date fair value of any equity awards granted to employees in 2024 as our consistently applied compensation measure. We applied this measure to our global employee population, other than the CEO, as of December 31, 2024, the last day of our 2024 fiscal year (our measurement date), and annualized base salaries for permanent full-time and part-time employees that did not work the full year. As permitted by SEC rules, independent contractors and leased workers who provide services to the Company but whose compensation is determined by an unaffiliated third party were excluded from our determination of the median employee. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.