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. In 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 1,989,288 and 2,498,739 RSUs with service conditions during the six months ended June 30, 2024 and 2023, respectively. RSUs with service conditions generally vest over a three The Company granted 1,152,122 and 1,495,303 RSUs with market-based conditions (e.g., share price targets, total shareholder return) during the six months ended June 30, 2024 and 2023, 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 six months ended June 30: 2024 2023 Volatility rate 68.48 % 69.78 % Risk-free interest rate 4.55 % 3.85 % Average expected life (in years) 2.8 2.8 Dividend yield None None Stock price at grant date $ 5.79 $ 3.28 The Company granted 630,897 and 1,084,445 stock options during the six months ended June 30, 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 six months ended June 30: 2024 2023 Volatility rate 68.00 % 70.00 % Risk-free interest rate 4.30 % 3.80 % Average expected life (in years) 6.0 6.0 Dividend yield None None Stock price at grant date $ 5.79 $ 3.28 Exercise price $ 5.79 $ 3.28 RSU activity for the six months ended June 30, 2024 and 2023 was as follows: Number of units Weighted-average Unvested balance at December 31, 2023 9,218,142 $ 5.70 Granted 3,141,410 7.06 Vested (1) (2,008,720) 5.03 Forfeited (69,295) 7.75 Unvested balance at June 30, 2024 10,281,537 $ 6.23 Unvested balance at December 31, 2022 7,492,613 $ 7.48 Granted 3,994,042 4.12 Vested (1) (1,144,771) 4.37 Forfeited (53,845) 11.26 Unvested balance at June 30, 2023 10,288,039 $ 6.51 ______________________________ (1) Includes 297,320 and 203,247 of RSUs that vested during the six months ended June 30, 2024 and 2023, respectively, but the resulting shares of Class A Common Stock have not yet been issued. There were 549,039 and 840,164 RSUs that vested for which the resulting shares of Class A Common Stock were not issued as of June 30, 2024 and 2023, respectively. The aggregate fair value of the RSUs granted during the three and six months ended June 30, 2024 was approximately $1.2 million and $22.2 million, respectively, compared to the aggregate fair value of the RSUs granted of nil and $16.5 million for the same respective periods in 2023. The aggregate grant date fair value of RSUs vested during the three and six months ended June 30, 2024 was approximately $4.1 million and $10.1 million, respectively, compared to $1.4 million and $5.0 million for the same respective periods in 2023. As of June 30, 2024, the Company had unrecognized share-based compensation expense related to RSUs of $42.3 million. The outstanding RSUs had a remaining weighted-average vesting period of 1.07 years as of June 30, 2024. Stock option activity for the six months ended June 30, 2024 was as follows: Number of options Weighted-average Outstanding balance at December 31, 2023 1,971,611 $ 4.16 Granted 630,897 5.79 Exercised — — Forfeited — — Outstanding balance at June 30, 2024 2,602,508 $ 4.56 Exercisable balance at June 30, 2024 721,761 $ 5.17 Stock option activity for the six months ended June 30, 2023 was as follows: Number of options Weighted-average Outstanding balance at December 31, 2022 887,166 $ 5.24 Granted 1,084,445 3.28 Exercised — — Forfeited — — Outstanding balance at June 30, 2023 1,971,611 $ 4.16 The weighted-average grant-date fair values of options granted during the three and six months ended June 30, 2024 was nil and $3.74, respectively, compared to nil and $2.14 for the same periods in 2023. The aggregate fair value of stock options granted during the three and six months ended June 30, 2024 was nil and $2.4 million, respectively, compared to nil and $2.3 million for the same respective periods in 2023. The outstanding stock options and exercisable stock options as of June 30, 2024 had an intrinsic value of $13.7 million and $3.8 million, respectively. As of June 30, 2024, the Company had unrecognized share-based compensation expense related to stock options of $4.2 million. The outstanding options had a remaining weighted-average vesting period of 1.11 years as of June 30, 2024. Share-based compensation expense for the three and six months ended June 30, 2024 and 2023 was as follows: Three Months Ended June 30, 2024 Six Months Ended June 30, ($ in thousands) 2024 2023 2024 2023 Costs of revenue $ 295 $ 269 $ 565 $ 526 Advertising and promotions 690 559 1,260 1,095 General and administrative 8,706 6,690 16,291 13,572 Total share-based compensation expense $ 9,691 $ 7,518 $ 18,116 $ 15,193 |