Share-Based Compensation | Share-Based Compensation 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. Upon adoption of the 2020 Plan, there was an aggregate of 13.4 million shares of Class A Common Stock reserved under the 2020 Plan, which may consist of authorized and unissued shares, treasury shares or shares reacquired by the Company. During the three months ended March 31, 2023, the Compensation Committee of the Board and the full Board each approved an amendment to the 2020 Plan to increase the number of shares of Class A Common Stock reserved under the 2020 Plan by 22.38 million shares (the “Plan Amendment”), with such amendment being subject to approval by the Company’s stockholders at the Company's 2023 annual meeting of stockholders. The 2020 Plan will terminate on December 29, 2030. During March 2023, the Company issued equity awards to its officers, directors and certain other individuals, with such grants being contingent upon the Plan Amendment being approved by the Company’s stockholders. Management has determined that obtaining stockholder approval is essentially a formality because management and members of the Board control enough votes to approve the grants, therefore the equity awards were deemed to be granted during the quarter. Restricted Stock Units (“RSUs”) and Options The Company granted 2,479,719 and 20,000 RSUs with service conditions, during the three months ended March 31, 2023 and 2022, respectively. RSUs with service conditions generally vest over a three 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 1,463,602 and nil RSUs with market-based conditions (e.g., share price targets, total shareholder return) during the three months ended March 31, 2023 and 2022, respectively. RSUs with market-based conditions generally vest over a three year period and fair value was determined using a Monte Carlo Simulation using the following assumption: March 31, 2023 Volatility rate 69.78 % Risk-free interest rate 3.85 % Average expected life (in years) 2.8 Dividend yield None Stock price at grant date $ 3.28 The Company granted 1,061,454 and nil stock options during the three months ended March 31, 2023 and 2022, respectively. The estimated grant date fair value of stock options was determined using a Black-Scholes valuation model using the following weighted-average assumptions: March 31, 2023 Volatility rate 70.00 % Risk-free interest rate 3.80 % Average expected life (in years) 6.0 Dividend yield None Stock price at grant date $ 3.28 Exercise price $ 3.28 RSU and stock option activity for the three months ended March 31, 2023 and 2022, was as follows: RSUs Options Number of units Weighted-average Number of options Weighted-average Unvested balance at December 31, 2022 7,492,613 $ 7.48 854,888 $ 4.93 Granted 3,943,321 4.12 1,061,454 3.28 Vested (902,759) 4.03 — — Forfeited (4,216) 8.81 — — Unvested balance at March 31, 2023 10,528,959 $ 6.52 1,916,342 $ 4.01 RSUs Options Number of units Weighted average Number of options Weighted-average Unvested balance at December 31, 2021 3,076,158 $ 16.08 96,827 $ 15.40 Granted 20,000 7.99 — — Vested — — — — Forfeited (6,000) 15.85 — — Unvested balance at March 31, 2022 3,090,158 $ 16.02 96,827 $ 15.40 The aggregate fair value of the RSUs granted during the three months ended March 31, 2023 and 2022, was approximately $16.3 million and $0.2 million, respectively. The weighted average grant date fair value of RSUs vested during the three months ended March 31, 2023 and 2022, was approximately $3.6 million and nil, respectively. The weighted-average grant-date fair values of options granted during three months ended March 31, 2023 and 2022, was approximately $2.14 and nil, respectively. The aggregate fair value of stock options granted during the three months ended March 31, 2023 and 2022, was $2.3 million and nil, respectively. The stock options outstanding as of March 31, 2023 had no intrinsic value. As of March 31, 2023, the Company had unrecognized stock-based compensation expense related to RSUs of $59.3 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.21 years. As of March 31, 2023, the Company had unrecognized stock-based compensation expense related to stock options of $4.0 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.37 years. Share-based compensation expense for the three months ended March 31, 2023 and 2022 was as follows: Three Months Ended March 31, ($ in thousands) 2023 2022 Costs of revenue $ 257 $ 244 Advertising and promotions 536 505 General administration and other 6,882 3,188 Total share-based compensation expense $ 7,675 $ 3,937 |