Rush Street Interactive Announces Launch of Proposed Secondary Offering of Class A Common Stock by Selling Stockholders and Concurrent Repurchase of Shares

Rhea-AI Summary

Rush Street Interactive (NYSE: RSI) announced a proposed underwritten secondary offering by trusts beneficially owned by Neil Bluhm, Richard Schwartz, and Mattias Stetz totaling 10,000,000 shares with a 30-day option for an additional 1,500,000 shares. RSI will not receive proceeds.

Concurrent with the offering, RSI intends to repurchase $30,000,000 of the offered shares from underwriters, cancel those shares, and replace its repurchase plan with a new $100 million program approved by the board. Offering subject to market conditions and a prospectus supplement.

AI-generated analysis. Not financial advice.

Positive

• $100M board-approved stock repurchase program
• Concurrent repurchase of $30M of offered shares
• Selling stockholders each offering less than 10% of holdings
• Neil Bluhm to retain >40% ownership after offering

Negative

• Company will not receive proceeds from the share sale
• RSI will bear offering costs (excluding underwriting discounts)
• Offering subject to market conditions; completion not assured

News Market Reaction – RSI

-4.49%

14 alerts

-4.49% News Effect

-7.4% Trough in 21 min

-$319M Valuation Impact

$6.79B Market Cap

0.1x Rel. Volume

On the day this news was published, RSI declined 4.49%, reflecting a moderate negative market reaction. Argus tracked a trough of -7.4% from its starting point during tracking. Our momentum scanner triggered 14 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $319M from the company's valuation, bringing the market cap to $6.79B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Existing repurchase plan: $30,000,000 New repurchase authorization: $100 million Secondary shares offered: 10,000,000 shares +3 more

6 metrics

Existing repurchase plan $30,000,000 Concurrent repurchase from underwriters under existing program

New repurchase authorization $100 million Board-approved stock repurchase plan replacing existing program

Secondary shares offered 10,000,000 shares Class A common stock offered by selling stockholders

Underwriters’ option 1,500,000 shares 30-day option to purchase additional Class A shares

Selling holders’ stake less than 10% Each selling stockholder selling under 10% of current holdings

Executive chairman ownership over 40% Post-offering ownership by Neil Bluhm and related entities

Market Reality Check

Price: $27.06 Vol: Volume 1,214,158 is 25% b...

normal vol

$27.06 Last Close

Volume Volume 1,214,158 is 25% below 20-day average 1,610,960, suggesting a muted pre-news reaction. normal

Technical Price $27.75 is trading above the 200-day MA of $19.60, near the $29 52-week high and well above the $11.235 low.

Peers on Argus

RSI fell 2.05% while key gambling peers were mixed: SGHC +0.94%, DKNG +2.59%, CH...

RSI fell 2.05% while key gambling peers were mixed: SGHC +0.94%, DKNG +2.59%, CHDN -4.04%, LNW -4.2%, SBET +3.7%, pointing to a stock-specific response.

Historical Context

5 past events · Latest: Apr 28 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Apr 28	Earnings results	Positive	+16.6%	Record Q1 2026 results and raised full‑year revenue and EBITDA guidance.
Apr 07	Earnings date	Neutral	+0.7%	Announcement of Q1 2026 earnings release date and conference call details.
Feb 17	Earnings results	Positive	+7.3%	Record Q4 and FY 2025 revenue and EBITDA with 2026 guidance introduced.
Jan 26	Earnings date	Neutral	+0.0%	Scheduled release date and call for Q4 and full‑year 2025 results.
Jan 05	Investor conferences	Neutral	+2.4%	Participation in January 2026 investor conferences with webcast access.

Pattern Detected

Recent earnings and corporate updates have generally seen price moves that align directionally with the underlying news tone.

Recent Company History

Over the last few months, RSI has reported strong fundamentals. Q4 2025 revenue was $324.9M with full‑year 2025 revenue of $1,134M and adjusted EBITDA of $153.7M. Q1 2026 revenue reached $370.4M with net income of $26.2M, and guidance was raised to $1,490–$1,540M revenue and $230–$250M adjusted EBITDA for 2026. Prior earnings and conference updates have produced mostly positive or modestly positive price reactions, against which this offering and buyback announcement will now be viewed.

Market Pulse Summary

This announcement combines a sizable secondary sale of 10,000,000 Class A shares by major holders wi...

Analysis

This announcement combines a sizable secondary sale of 10,000,000 Class A shares by major holders with a concurrent $30,000,000 buyback and a new $100 million repurchase authorization. RSI recently reported strong growth and raised 2026 guidance, but regulatory filings show notable insider selling activity. Investors may track completion terms of the offering, subsequent repurchase execution, and any changes in insider trading patterns alongside future earnings updates.

Key Terms

underwritten secondary public offering, registration statement on form s-3, prospectus supplement, shelf registration statement

4 terms

underwritten secondary public offering financial

"announced the commencement of an underwritten secondary public offering of its Class A common"

An underwritten secondary public offering is a sale of existing shares by current shareholders that an investment bank agrees to buy and resell to the public, guaranteeing the seller will get a set price. Investors care because it increases the number of shares available for trading, which can put downward pressure on the stock and change ownership stakes, but the underwriter’s guarantee also reduces the risk that the sale will fail.

registration statement on form s-3 regulatory

"common stock pursuant to a registration statement on Form S-3 (the “Registration Statement”)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

prospectus supplement regulatory

"The proposed offering will be made only by means of a prospectus supplement and an accompanying"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

shelf registration statement regulatory

"The offering of these securities is being made pursuant to a shelf registration statement on Form"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

AI-generated analysis. Not financial advice.

Board of Directors Approves $100 Million Share Repurchase Program

CHICAGO, May 05, 2026 (GLOBE NEWSWIRE) -- 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 the commencement of an underwritten secondary public offering of its Class A common stock by one or more trusts beneficially owned by Neil Bluhm, RSI’s Executive Chairman, Richard Schwartz, RSI’s Chief Executive Officer, and Mattias Stetz, RSI’s Chief Operating Officer (the “Selling Stockholders”). The Selling Stockholders are offering 10,000,000 shares of RSI’s Class A common stock pursuant to a registration statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”). The Selling Stockholders are each offering less than 10% of their respective currently owned RSI stock. The Selling Stockholders intend to grant the underwriters a 30-day option to purchase up to an additional 1,500,000 shares of RSI’s Class A common stock from the Selling Stockholders. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed. Each underwriter proposes to offer the Class A common stock to the public at a fixed price, which may be changed at any time without notice.

The Selling Stockholders are offering these shares for personal financial planning and estate planning purposes. Upon completion of the offering, Neil Bluhm and trusts and other entities beneficially owned by him will continue to own over 40% of RSI’s stock, remaining RSI’s largest shareholder by a significant margin, and will continue to serve as Executive Chairman of RSI’s Board of Directors.

RSI is not offering any shares of Class A common stock in this offering and will not receive any proceeds from the sale of shares by the Selling Stockholders, but will bear the costs associated with the sale of such shares, other than any underwriting discounts and commissions.

Wells Fargo Securities and Morgan Stanley are acting as joint book-running managers and representatives of the underwriters for the proposed offering.

Concurrent Share Repurchase. Subject to the completion of this offering, RSI intends to repurchase from the underwriters $30,000,000 of shares of RSI’s Class A common stock that are subject to this offering under RSI’s existing stock repurchase program at a price per share equal to the price per share to be paid by the underwriters to the Selling Stockholders in this offering. RSI intends to fund the stock repurchase with cash on hand. The repurchased shares will be cancelled and no longer outstanding following the completion of the stock repurchase. Additionally, after such repurchase, RSI’s existing stock repurchase plan will be replaced by a new $100 million stock repurchase plan approved by RSI’s Board of Directors in connection with this offering.

The offering of these securities is being made pursuant to a shelf registration statement on Form S-3 relating to these securities which has been filed with the SEC and declared effective. The proposed offering will be made only by means of a prospectus supplement and an accompanying prospectus. A copy of the prospectus and prospectus supplement relating to the offering may be obtained, when available, by visiting the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus and prospectus supplement relating to the offering may be obtained if you request it by contacting: Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, by telephone at 800-645-3751 (option #5) or by email at WFScustomerservice@wellsfargo.com or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, Telephone: 1-866-718-1649, Email: prospectus@morganstanley.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

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 by gaming industry veterans, RSI was named the 2025 EGR LatAm Awards Operator of the Year – North LatAm, the EGR North America Awards Customer Services Operator of the Year five years in a row (2020-2024), the SBC LatinoaméricaAwards 2024 Casino Operator of the Year, the 2022 EGR North America Awards Operator of the Year and Social Gaming Operator of the Year, and the 2021 Sportsbook Operator of the Year. RSI was also the first U.S.-based online casino and sports betting operator to receive RG Check iGaming Accreditation from the Responsible Gaming Council.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. RSI's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," “propose”, "continue," and similar expressions are intended to identify such forward-looking statements. Forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside RSI's control and are difficult to predict. Important factors that could cause actual results to differ materially from those indicated in the forward-looking statements related to the offering include risks and uncertainties related to the satisfaction of customary closing conditions. Additional risks and uncertainties related to the offering, RSI and our business can be found under the heading “Risk Factors” in the documents of RSI on file with the SEC, including the risk factors discussed throughout the “Risk Factors” section of our Annual Report on Form 10-K filed on February 18, 2026 with the SEC, as such factors may be updated from time to time in periodic filings made by RSI with the SEC. RSI cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. RSI does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

Contacts
Media:
lisa@lisajohnsoncommunications.com
Investors:
ir@rushstreetinteractive.com

FAQ

What is the size of the proposed RSI (RSI) secondary offering on May 5, 2026?

The Selling Stockholders are offering 10,000,000 shares with a 30-day option for 1,500,000 additional shares. According to the company, the offering is by trusts owned by Neil Bluhm, Richard Schwartz, and Mattias Stetz and is subject to market conditions.

Will Rush Street Interactive (RSI) receive proceeds from the May 5, 2026 offering?

No, RSI will not receive proceeds from the sale of shares by the Selling Stockholders. According to the company, RSI will however bear offering costs (other than underwriting discounts and commissions) and intends a concurrent repurchase funded with cash on hand.

What is the concurrent repurchase tied to the RSI (RSI) offering and how will it be funded?

RSI intends to repurchase $30,000,000 of the offered shares at the offering price and cancel them. According to the company, the repurchase will be funded with cash on hand and executed through the underwriters concurrently with the offering.

What change to RSI's buyback program did the board approve on May 5, 2026?

The board approved a new $100 million stock repurchase plan to replace the existing plan. According to the company, this replacement follows the planned $30 million concurrent repurchase tied to the Selling Stockholders' offering.

How will the offering affect Neil Bluhm’s ownership stake in RSI (RSI)?

Neil Bluhm and affiliated trusts will continue to own over 40% of RSI after the offering. According to the company, Bluhm will remain the largest shareholder and continue serving as Executive Chairman of the board.

Who are the underwriters managing the RSI (RSI) proposed secondary offering?

Wells Fargo Securities and Morgan Stanley are the joint book-running managers and representatives. According to the company, prospectus and prospectus supplement details will be available via the SEC or by contacting the underwriters directly.