Rush Street Interactive Inc-A美股招股说明书(2026-05-06版)

Rush Street Interactive,Inc. Class A Common Stock_____________________ The selling holders identified in this prospectus supplement (the “selling holders”) are offering 10,000,000 shares of Class A commonstock, par value $0.0001 per share (“Class A Common Stock”), of Rush Street Interactive, Inc. (the “Company,” “we,” or “us”). Wewill not receive any proceeds from the sale of the stock to be offered by the selling holders. The selling holders have granted the underwriters the option to purchase up to an additional 1,500,000 shares from the selling holderson the same terms and conditions noted below within 30 days of the date of this prospectus supplement. We will not receive anyproceeds from the sale of our Class A Common Stock by the selling holders pursuant to any exercise of the underwriters’ option topurchase additional shares. Our Class A Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “RSI.” The last reported closingsale price of our Class A Common Stock on the NYSE was $29.17 per share on May 5, 2026. We have agreed to purchase from the underwriters 1,153,846 of the shares of our Class A Common Stock that are subject to thisoffering at a price per share equal to the price per share paid by the underwriters to the selling holders in this offering. The completionof the share repurchase is conditioned upon, among other things, the completion of this offering. Public offering price Underwriting discounts and commissions(1) Proceeds, before expenses, to the selling holders (1)See “Underwriting” for a description of compensation payable to the underwriters. INVESTING IN OUR CLASS A COMMON STOCK INVOLVES A NUMBER OF RISKS. SEE “RISK FACTORS” ONPAGE S-12 OF THIS PROSPECTUS SUPPLEMENT, ON PAGE 3 OF THE ACCOMPANYING PROSPECTUS ANDINCLUDEDIN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K,WHICH IS INCORPORATED BYREFERENCE INTO THIS PROSPECTUS SUPPLEMENT, TO READ ABOUT FACTORS YOU SHOULD CAREFULLYCONSIDER BEFORE INVESTING IN OUR CLASS A COMMON STOCK. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or accompanying prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Class A Common Stock to purchasers on or about May 7, 2026._____________________ Joint Bookrunning Managers Co-Managers TABLE OF CONTENTS PROSPECTUS SUPPLEMENT NumberABOUT THIS PROSPECTUS SUPPLEMENTS-iiCERTAIN DEFINED TERMSS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3SUMMARY OF THE PROSPECTUS SUPPLEMENTS-5THE OFFERINGS-10RISK FACTORSS-12USE OF PROCEEDSS-15SELLING HOLDERSS-16UNDERWRITINGS-18CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERSS-26LEGAL MATTERSS-31EXPERTSS-31WHERE YOU CAN FIND MORE INFORMATIONS-31INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-32 PageNumber Neither we, the selling holders, nor the underwriters have authorized anyone to provide you with different information or tomake any representations other than those contained or incorporated by reference into this prospectus supplement, the accompanyingprospectus, or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. This prospectus supplement and the accompanying prospectus do notconstitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus supplement and the accompanying prospectus in anyjurisdiction in which it is unlawful to make such offer or solicitation. You should assume that the information contained in thisprospectus supplement, the accompanying prospectus, and the documents incorporated by reference is accurate only as of the datesuch information is presented. Our business, financial condition, and results of operations may have changed since the date suchinformation was presented. For investors outside the United States: neither we, the selling holders, nor the underwriters have done anything thatwould permit this offering or possession or distribution of this prospectus supplement and the accompanying prospectus in anyjurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselvesabout and to observe any restrictions relating to this offering and the distribution of this prospectus supplement and theaccompanying prospectus outside of the United States. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement, the accompanying prospectus, and any free writing prospectus form part of a registration statementthat we filed with the SEC using a “shelf” registration process. Under this shelf registration process, the selling holders named in aprospectus supplement may, from time to time, offer and sell our Class A Common