Form 4: RSI CEO Sells Shares Under Pre-Arranged 10b5-1 Plan

Rush Street Interactive CEO Richard Todd Schwartz sold 158,335 shares of Class A Common Stock for a weighted average price of $19.2214 per share through a pre-arranged 10b5-1 plan.

Summary

• Richard Todd Schwartz, CEO and Director of Rush Street Interactive, Inc. (RSI), reported transactions on January 9, 2026.
• The transactions included the exchange of Class A Common Stock Units of Rush Street Interactive, L.P. (RSI LP) for Class A Common Stock of the Issuer, with an equivalent number of Class V Voting Stock shares being canceled.
• A total of 158,335 shares of Class A Common Stock were sold at a weighted average price of $19.2214 per share.
• These sales were executed pursuant to a Rule 10b5-1 trading plan.
• The sales occurred in multiple transactions with prices ranging from $18.74 to $19.49 per share.
• Following these transactions, Richard Todd Schwartz directly holds 1,196,162 shares of Class A Common Stock and 5,326,108 shares of Class V Voting Stock.
• Affiliated trusts (Irrevocable Trust and Trust) no longer hold Class A Common Stock from these specific transactions but retain Class V Voting Stock and Class A Common Units of RSI LP.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to insider selling, even though it's under a 10b5-1 plan. While pre-planned, it still represents a reduction in the CEO's direct equity stake, which can sometimes be perceived as a lack of strong conviction by some investors. However, the pre-planned nature mitigates a stronger negative score.

Positives

• The sales were conducted under a Rule 10b5-1 plan, indicating a pre-scheduled transaction rather than an immediate reaction to new information.

Negatives

• Insider selling, even under a 10b5-1 plan, can sometimes be perceived negatively by investors as it reduces the insider's direct equity stake.
• The total value of shares sold by the CEO and affiliated trusts amounted to approximately $3,043,600.79.

Risks

• The market might interpret the insider sale as a reduction in confidence, potentially leading to negative short-term stock price movement.
• The existence of Class V Voting Stock, which provides voting rights without economic interest, could be a corporate governance consideration for some investors.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

Insider sales, particularly by a CEO, are common events in the market. When executed under a 10b5-1 plan, they are generally viewed as less impactful than unscheduled sales, as they reflect pre-planned liquidity events rather than a reaction to new, undisclosed information. However, the sheer volume of shares sold can still draw investor attention, especially in the online gaming and sports betting industry where growth prospects are closely watched.

Comparison to Industry Standards

• The sale of shares by a CEO under a 10b5-1 plan is a standard practice for executives to manage personal finances and diversify holdings without violating insider trading rules.
• Many executives at comparable companies in the online gaming sector, such as DraftKings (DKNG) or FanDuel's parent company Flutter Entertainment (PDYPY), utilize similar plans for their equity compensation.
• The specific price range of $18.74 to $19.49 per share reflects market conditions at the time of sale, and its significance would be assessed against RSI's historical stock performance and peer valuations.

Corporate Governance

Related Party Transactions

• Transactions involved the Reporting Person and/or affiliated trusts (Irrevocable Trust and Trust) exchanging RSI LP Units for Class A Common Stock and subsequently selling Class A Common Stock.

Stakeholder Impact

• Shareholders: May view the insider sale with caution, though the 10b5-1 plan mitigates immediate concerns. The reduction in the CEO's direct stake could be a point of discussion.

Key Dates

Recommendation

While the CEO's sale of shares under a 10b5-1 plan is a pre-scheduled event and not necessarily indicative of a negative outlook on the company's future, it does represent a reduction in insider ownership. For a seasoned investor, this type of transaction typically warrants a 'hold' recommendation, as it doesn't provide new fundamental information to justify a strong buy or sell. Investors should monitor future filings and company performance for more substantive indicators of value.

Keywords

Rush Street Interactive, RSI, Richard Todd Schwartz, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, Class A Common Stock, Class V Voting Stock, CEO