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. During the nine months ended September 30, 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 22.4 million shares, with the Company’s stockholders approving such amendment at the Company’s 2023 annual meeting of stockholders on June 1, 2023. There are 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”) and Options The Company granted 2,532,732 and 3,913,998 RSUs with service conditions, during the nine months ended September 30, 2023 and 2022, respectively. RSUs with service conditions generally vest over a three The Company granted 1,495,303 and 1,620,303 RSUs with market-based conditions (e.g., share price targets, total shareholder return) during the nine months ended September 30, 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 assumptions during the nine months ended September 30: 2023 2022 Volatility rate 69.78 % 71.00 % Risk-free interest rate 3.85 % 4.39 % Average expected life (in years) 2.8 3.0 Dividend yield None None Stock price at grant date $ 3.28 $ 3.95 The Company granted 1,084,445 and 790,339 stock options during the nine months ended September 30, 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 during the nine months ended September 30: 2023 2022 Volatility rate 70.00 % 58.98 % Risk-free interest rate 3.80 % 3.68 % Average expected life (in years) 6.0 5.6 Dividend yield None None Stock price at grant date $ 3.28 $ 4.07 Exercise price $ 3.28 $ 4.07 RSU and stock option activity for the nine months ended September 30, 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 4,028,035 4.12 1,084,445 3.28 Vested (1) (1,378,660) 4.30 (295,724) 5.31 Forfeited (78,664) 9.62 — — Unvested balance at September 30, 2023 10,063,324 $ 6.56 1,643,609 $ 3.77 ______________________________ (1) Includes 217,345 of RSUs that vested during the period but the resulting shares of Class A Common Stock have not yet been issued. There were 854,262 RSUs that vested but the resulting shares of Class A Common Stock were not issued as of September 30, 2023. 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 5,534,301 4.17 790,339 4.07 Vested (1) (170,493) 8.80 (32,278) 15.40 Forfeited (67,169) 15.69 — — Unvested balance at September 30, 2022 8,372,797 $ 8.36 854,888 $ 4.93 _________________________________ (1) Includes 3,247 of RSUs that vested during the period but the resulting shares of Class A Common Stock have not yet been issued. There were 386,377 RSUs that vested but the resulting shares of Class A Common Stock were not issued as of September 30, 2022. The aggregate fair value of the RSUs granted during the three and nine months ended September 30, 2023, was $0.1 million and approximately $16.6 million, respectively, compared to the aggregate fair value of the RSUs granted of $21.7 million and $23.1 million for the same respective periods in 2022. The weighted average grant date fair value of RSUs vested during the three and nine months ended September 30, 2023 was approximately $0.9 million and $5.9 million, respectively, compared to $0.2 million and $1.5 million for the same respective periods in 2022. The aggregate fair value of stock options granted during the three and nine months ended September 30, 2023 was nil and approximately $2.3 million, respectively, compared to $1.8 million for both respective periods in 2022. The stock options outstanding as of September 30, 2023 had an aggregate $1.9 million intrinsic value. The weighted-average grant-date fair values of options granted during the three and nine months ended September 30, 2023 was nil and $2.14, respectively, compared to $2.26 for the same periods in 2022. As of September 30, 2023, the Company had unrecognized share-based compensation expense related to RSUs of $44.9 million, which is expected to be recognized over the remaining weighted-average vesting period of 0.99 years. As of September 30, 2023, the Company had unrecognized share-based compensation expense related to stock options of $3.2 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.15 years. Share-based compensation expense for the three and nine months ended September 30, 2023 and 2022 was as follows: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2023 2022 2023 2022 Costs of revenue $ 269 $ 249 $ 795 $ 739 Advertising and promotions 565 516 1,660 1,532 General administration and other 6,568 3,319 20,140 9,630 Total share-based compensation expense $ 7,402 $ 4,084 $ 22,595 $ 11,901 |