Form 8-K - Current report

0001793659FALSE00017936592024-12-162024-12-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 16, 2024

RUSH STREET INTERACTIVE, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-39232			84-3626708
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

900 N. Michigan Avenue, Suite 950

Chicago, Illinois 60611

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: [phone]

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

RSI

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of a New Director

On December 16, 2024, the board of directors (the “Board”) of Rush Street Interactive, Inc. (the “Company”) re-instituted the size of the Board from eight to nine directors, and appointed Mr. Thomas Winter as a Class III director, effective immediately. Mr. Winter’s term as a Class III director continues until the Company’s 2026 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Board committee memberships will be determined at a later date.

Mr. Winter most recently 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 was selected to serve on the Board because of his deep expertise in the online gaming and sports betting industry, along with his strong leadership, financial and marketing experience. Mr. Winter was designated for appointment to the Board by Rush Street Interactive GP, LLC, in its capacity as the Seller Representative under that certain Investor Rights Agreement, dated as of December 29, 2020, entered into in connection with the previously consummated business transaction with dMY Technology Group, Inc.

The Board has determined that Mr. Winter qualifies as an independent director and meets the applicable independence requirements of the Company, NYSE and the Securities and Exchange Commission. There are no arrangements or understandings between Mr. Winter and any other person pursuant to which Mr. Winter was selected to serve as a director of the Company. Mr. Winter does not have any family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. There are no related person transactions or relationships between Mr. Winter and the Company that are required to be reported under Item 404(a) of Regulation S-K in this Current Report on Form 8-K.

Mr. Winter will receive compensation for his service on the Board consistent with the Company’s compensation program for certain of its non-founder and non-employee directors as described under “Director Compensation” in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 25, 2024 and incorporated herein by reference.

In connection with Mr. Winter’s appointment to the Board, the Company and Mr. Winter entered into the Company’s standard form of indemnification agreement, the form of which was previously filed by the Company as Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2021.

Item 7.01    Regulation FD Disclosure.

On December 19, 2024, the Company issued a press release announcing the appointment of Mr. Winter to the Board. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information included in Item 7.01 of this Current Report and related Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

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(“Exchange Act”), or otherwise subject to liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release, dated December 19, 2024, announcing the appointment of Thomas Winter as a director.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			RUSH STREET INTERACTIVE, INC.
			By:			/s/ Kyle Sauers
						Name: Kyle Sauers
						Title: Chief Financial Officer
Dated: December 19, 2024

Exhibit 99.1

RUSH STREET INTERACTIVE EXPANDS ITS BOARD WITH APPOINTMENT OF THOMAS WINTER

CHICAGO – DECEMBER 19, 2024 - Rush Street Interactive, Inc. (NYSE: RSI) (“RSI”), a leading online casino and sports betting company in the United States and the rest of the Americas, today announced that it has elected Thomas Winter to its board of directors, effective as of December 16, 2024. With this addition, the board returns to nine members.

“We are thrilled to welcome Thomas to our board”, said Richard Schwartz, CEO of Rush Street Interactive. “His proven track record in the online gaming industry and his strategic vision will be invaluable as we continue to expand our footprint and enhance our offerings. We look forward to his contributions and are confident that his expertise will help drive our future success”.

Mr. Winter is a seasoned executive with extensive experience in the online gaming industry. He began his career in the gaming sector nearly two decades ago and has since established himself as a leader in the field. In 2013, he founded Golden Nugget Online Gaming (GNOG), where he served as President. Under his leadership, GNOG become a top online gaming operator in New Jersey, achieving significant market share and recognition, went public and was later successfully sold for over $1.5 billion to DraftKings, where he developed their multi-brand online casino strategy and led their online casino business until September 2023.

Before founding GNOG, Mr. Winter was the CEO and director of Betclic, a major European online sports betting and gaming operator, and Expekt, a pioneer brand in the online gaming industry, within the Betclic Group. He played a key role as COO at both businesses before being appointed CEO.

About Rush Street Interactive

RSI is a trusted online gaming and sports entertainment company focused on markets in the United States, Canada and Latin America. Through its brands, BetRivers, PlaySugarHouse and RushBet, RSI was an early entrant in many regulated jurisdictions. It currently offers real-money mobile and online operations in fifteen U.S. states: New Jersey, Pennsylvania, Indiana, Colorado, Illinois, Iowa, Michigan, Virginia, West Virginia, Arizona, New York, Louisiana, Maryland, Ohio and Delaware, as well as in the regulated international markets of Colombia, Ontario (Canada), Mexico and Peru. RSI offers, through its proprietary online gaming platform, some of the most popular online casino games and sports betting options in the United States. Founded in 2012 in Chicago by gaming industry veterans, RSI was named the EGR North America Awards Customer Services Operator of the Year five years in a row (2020-2024), the 2022 EGR North America Awards Operator of the Year and Social Gaming Operator of the Year, and the SBC Latinoamérica Awards 2024 Casino Operator of the Year and 2021 Sportsbook Operator of the Year. RSI was the first U.S.-based online casino and sports betting operator to receive RG Check iGaming Accreditation from the Responsible Gaming Council. For more information, visit www.rushstreetinteractive.com.

Contacts

Media:

[e-mail]

Investors:

[e-mail]

Cover	Dec. 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 16, 2024
Entity Registrant Name	RUSH STREET INTERACTIVE, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39232
Entity Tax Identification Number	84-3626708
Entity Address, Address Line One	900 N. Michigan Avenue
Entity Address, Address Line Two	Suite 950
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60611
City Area Code	773
Local Phone Number	893-5855
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	RSI
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001793659
Amendment Flag	false
Document Information [Line Items]
Document Period End Date	Dec. 16, 2024
Entity Registrant Name	RUSH STREET INTERACTIVE, INC.
City Area Code	773
Local Phone Number	893-5855

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