Meridian Holdings Inc./NV

Previous wording

We (i) operate online sports betting, online casino, and gaming operations in more than 15 jurisdictions across Europe, Africa and Central and South America, (ii) are an innovative provider of enterprise Software-as-a-Service (“SaaS”) solutions for online casino operators and online sports betting operators, commonly referred to as iGaming operators, and (iii) offer pay-to-enter prize competitions in the United Kingdom (UK) and lead trade promotions in Australia, providing members with free prizes.

Current wording

We (i) operate online sports betting, online casino, and gaming operations in more than 20 jurisdictions across Europe, Africa and Central and South America, (ii) are an innovative provider of enterprise Software-as-a-Service (“SaaS”) solutions for online casino operators and online sports betting operators, commonly referred to as iGaming operators, and (iii) offer pay-to-enter prize competitions in the United Kingdom (UK) and lead trade promotions in Australia, providing members with free prizes.

Previous wording

We are a well-established brand and operator in the sports betting and gaming industry, spanning across over 15 markets in Europe, Central and South America, and Africa. We employ approximately 1,200 personnel, operating both online (mobile and web) and approximately 700 company-owned or franchised betting shops, with a primary focus (in those shops) on sports betting, slot machines, and virtual games. Of those 700 shops, approximately 260 are owned by our subsidiaries and approximately 440 shops are owned by franchisees. This is complemented by a variety of slot machines and online casinos, eSports, fixed odds games, and other entertainment options, contingent on the regulatory parameters of the specific jurisdictions. While sports betting is a primary focus, our online casino revenue has grown significantly over the past several years.

Current wording

We are a well-established brand and operator in the sports betting and gaming industry, spanning across over 20 markets in Europe, Central and South America, and Africa. We employ approximately 1,200 personnel, operating both online (mobile and web) and approximately 700 company-owned or franchised betting shops, with a primary focus (in those shops) on sports betting, slot machines, and virtual games. Of those 700 shops, approximately 260 are owned by our subsidiaries and approximately 440 shops are owned by franchisees. This is complemented by a variety of slot machines and online casinos, eSports, fixed odds games, and other entertainment options, contingent on the regulatory parameters of the specific jurisdictions. While sports betting is a primary focus, our online casino revenue has grown significantly over the past several years.

Previous wording

We offer a diverse and multifaceted portfolio of betting options that extends beyond traditional sports betting. We offer a portfolio of gaming products including casino games, slots, roulette, and other random number generator (RNG) games. We also own our own casino development studio, which has thus far produced 75 slot games, which are available online, where regulatory approval is granted, catering to customers on our proprietary casino platform. RNG games are games in which the outcome is determined by a random element generated by a computer algorithm. These games rely on chance rather than skill or strategy to determine the results.

Current wording

We offer a diverse and multifaceted portfolio of betting options that extends beyond traditional sports betting. We offer a portfolio of gaming products including casino games, slots, roulette, and other random number generator (RNG) games. We also own our own casino development studio, which has thus far produced 95 proprietary titles, which are available online, where regulatory approval is granted, catering to customers on our proprietary casino platform. RNG games are games in which the outcome is determined by a random element generated by a computer algorithm. These games rely on chance rather than skill or strategy to determine the results.

Previous wording

We had $16,234,441 cash on hand and a working capital deficit of $22,777,000 as of March 31, 2026. We believe our cash on hand is sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months. We will continue to evaluate our long-term operating performance and cash needs and we believe we are well positioned to continue to fund the long-term operations of our business. We may raise additional equity and debt funding in the future, including up to $16.9 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings, subject to potential limitations on such sales pursuant to the “baby shelf” Form S-3 rules, which prevent us from selling more than 1/3 rd of our float every 12 months.

Current wording

We had $17,318,751 cash on hand and a working capital deficit of $24,909,577 as of June 30, 2026. We believe our cash on hand is sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months. We will continue to evaluate our long-term operating performance and cash needs and we believe we are well positioned to continue to fund the long-term operations of our business. We may raise additional equity and debt funding in the future, including up to $16.9 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings, subject to potential limitations on such sales pursuant to the “baby shelf” Form S-3 rules, which prevent us from selling more than 1/3 rd of our float every 12 months.

Previous wording

See “Note 15 – Long-Term Liabilities” in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, for more details on these debts.

Current wording

See “Note 15 – Short-Term and Long-Term Loans” in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, for more details on these debts.

Previous wording

The Company has received confirmation from the former owners of MeridianBet Group that they will not demand repayment or conversion of the consideration until such time as the Company has the ability to repay.

Current wording

The Company has received confirmation from the former owners of MeridianBet Group that they will extend the repayment dates and will not require repayment until such time as the Company has sufficient financial resources to do so.

Previous wording

The Company had $16,234,441 of cash on hand at March 31, 2026 and total assets of $111,867,270 ($30,482,524 of which were current assets) and a working capital deficit of $22,777,000 as of March 31, 2026. The working capital deficit was mainly due to $8,032,261 of current portion of long-term loans included in current liabilities, as well as $15,905,672 of current consideration payable to the Meridian Sellers. Included in total assets at March 31, 2026 was $8,844,034 of goodwill and $26,226,694 in net intangible assets, as discussed in greater detail above under “Note 8 – Intangible Assets – Software, Licenses, Trademarks, Developed Technology, Customer Relationships, and Non-Compete Agreements”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”.

Current wording

The Company had $17,318,751 of cash on hand at June 30, 2026 and total assets of $115,125,515 ($35,209,391 of which were current assets) and a working capital deficit of $24,909,577 as of June 30, 2026. The working capital deficit was mainly due to $9,978,715 of current portion of long-term loans included in current liabilities, as well as $15,730,672 of current consideration payable to the Meridian Sellers. Included in total assets at June 30, 2026 was $8,846,513 of goodwill and $25,698,550 in net intangible assets, as discussed in greater detail above under “Note 8 – Intangible Assets – Software, Licenses, Trademarks, Developed Technology, Customer Relationships, and Non-Compete Agreements”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”.

Previous wording

The Company had $18,078,300 of cash on hand at December 31, 2025 and total assets of $118,078,800 ($35,438,153 of which were current assets) and a working capital deficit of $24,128,745 as of December 31, 2025. The working capital deficit was mainly due to $10,581,035 of current portion of long-term loans included in current liabilities, as well as $16,199,672 of current consideration payable to the Meridian Sellers. Included in total assets at December 31, 2025 was $8,450,955 of goodwill and $26,463,965 in net intangible assets, as discussed in greater detail above under “Note 8 – Intangible Assets – Software, Licenses, Trademarks, Developed Technology, Customer Relationships, and Non-Compete Agreements”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”.

Current wording

The Company had $18,078,300 cash on hand at December 31, 2025 and total assets of $118,078,800 ($35,438,153 of which were current assets) and a working capital deficit of $24,128,745 as of December 31, 2025. The working capital deficit was mainly due to $10,581,035 of current portion of long-term loans included in current liabilities, as well as $16,199,672 of current consideration payable to the Meridian Sellers. Included in total assets at December 31, 2025 was $8,450,955 of goodwill and $26,463,965 in net intangible assets, as discussed in greater detail above under “Note 8 – Intangible Assets – Software, Licenses, Trademarks, Developed Technology, Customer Relationships, and Non-Compete Agreements”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”.

Previous wording

The decrease in cash of $1,843,859 between March 31, 2026, and December 31, 2025, was mainly due to the repayment of debt and cash used in investing activities, offset by cash provided by operating activities.

Current wording

The decrease in cash of $759,549 between June 30, 2026, and December 31, 2025, was mainly due to the repayment of debt and cash used in investing activities, offset by cash provided by operating activities.

Previous wording

See “Note 15 – Long-Term Liabilities” in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, for more details on the Company’s debts and lending facilities.

Current wording

See “Note 15 – Short-Term and Long-Term Loans” in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, for more details on the Company’s debts and lending facilities.

Previous wording

Cash flows from operating activities include net income adjusted for certain non-cash expenses, and changes in operating assets and liabilities. Non-cash expenses for the three months ended March 31, 2026, mainly include stock-based compensation, amortization expenses on intangible assets, depreciation on property plant and equipment and non-cash interest expense related to debt discount amortization.

Current wording

Cash flows from operating activities include net income adjusted for certain non-cash expenses, and changes in operating assets and liabilities. Non-cash expenses for the six months ended June 30, 2026, mainly include stock-based compensation, amortization expenses on intangible assets, depreciation on property plant and equipment and non-cash interest expense related to debt discount amortization.

Previous wording

The Company generated cash from operating activities of $5,155,437 during the three months ended March 31, 2026, due primarily to $2,168,157 of net income, a $2,357,254 decrease in accounts receivable, $248,057 of stock-based compensation, $1,025,175 of amortization expenses relating to intangible assets, and $1,435,955 of depreciation expenses, which was mainly offset by a $1,863,677 decrease in accounts payable.

Current wording

The Company generated cash from operating activities of $12,954,795 during the six months ended June 30, 2026, due primarily to $4,130,027 of net income, a $3,293,938 increase in accounts payable, $2,556,674 of amortization expenses relating to intangible assets, and $2,621,005 of depreciation expenses.

Previous wording

The Company generated cash from operating activities of $7,739,637 during the three months ended March 31, 2025, due primarily to a $4,122,296 increase in accounts payable and accrued liabilities, $1,040,325 of stock-based compensation, $952,546 of non-cash interest expense related to debt discount amortization, $2,152,640 of amortization expenses relating to intangible assets, and $1,436,247 of depreciation expenses, which was mainly offset by a $258,217 net loss, an $820,433 increase in inventory, an $897,968 increase in accounts receivable, and an $880,465 decrease in taxes payable.

Current wording

The Company generated cash from operating activities of $10,117,167 during the six months ended June 30, 2025, due primarily to a $4,530,082 increase in accounts payable and accrued liabilities, $2,456,639 of stock-based compensation, $1,950,094 of non-cash interest expense related to debt discount amortization, $4,618,020 of amortization expenses relating to intangible assets, and $2,780,271 of depreciation expenses, which was mainly offset by a $3,990,108 net loss, an $804,244 increase in taxes payable, and a $1,190,337 increase in accounts receivable.

Previous wording

During the three months ended March 31, 2026, cash used in investing activities was $2,468,595, which was primarily due to $806,390 paid to acquire subsidiaries, and $1,405,432 spent on intangible assets.

Current wording

During the six months ended June 30, 2026, cash used in investing activities was $4,182,414, which was primarily due to $517,579 paid to acquire subsidiaries, $2,173,430 spent on intangible assets, and $1,022,405 spent on property, plant and equipment.

Previous wording

During the three months ended March 31, 2025, cash used in investing activities was $5,340,839, which was primarily due to $1,459,642 of consideration paid to the former owners of MeridianBet Group in connection with the MeridianBet Acquisition, $426,700 of consideration paid to acquire 80% of Classics Holdings, $2,339,700 spent on intangible assets, and $1,107,424 spent on property, plant and equipment.

Current wording

During the six months ended June 30, 2025, cash used in investing activities was $11,903,508, which was primarily due to $1,610,343 of consideration paid to the former owners of MeridianBet Group in connection with the Meridian Purchase, $715,650 of consideration paid to acquire subsidiaries, $5,976,880 spent on intangible assets, and $3,574,317 spent on property, plant and equipment.

Previous wording

During the three months ended March 31, 2026, cash used in financing activities was $4,573,457, which was primarily due to repayments on debt of $3,791,674 and a repayment of lease of $780,668.

Current wording

During the six months ended June 30, 2026, cash used in financing activities was $7,932,294, which was primarily due to repayments on debt of $6,621,291 and a repayment of lease of $1,309,888.

Previous wording

The Company had a net decrease in cash of $1,843,859 for the three months ended March 31, 2026, which is mainly due to repayment of debt, cash used in investing activities, offset by cash provided by operating activities.

Current wording

The Company had a net decrease in cash of $759,549 for the six months ended June 30, 2026, which is mainly due to repayment of debt, cash used in investing activities, offset by cash provided by operating activities.

Previous wording

In addition to our results calculated under generally accepted accounting principles in the United States (“GAAP”), we also present EBITDA and Adjusted EBITDA below. EBITDA and Adjusted EBITDA are “non-GAAP financial measures” presented as a supplemental measure of the Company’s performance. They are not presented in accordance with GAAP. The Company uses EBITDA and Adjusted EBITDA as a metric of profits and successful operations management. In particular, we use Adjusted EBITDA as a milestone for the purposes of certain incentive compensation programs applicable to some of our officers and directors, in order to evaluate our Company’s performance and determine whether certain restricted stock units and cash bonuses will vest as of the end of December 31, 2025. EBITDA means net loss before interest, taxes, depreciation and amortization. Adjusted EBITDA means EBITDA before stock-based compensation, unrealized foreign exchange gain or loss, and restructuring costs which include charges or expenses attributable to acquisition related costs. EBITDA and Adjusted EBITDA should be viewed as supplemental to, and not as an alternative for net income or loss calculated in accordance with GAAP.

Current wording

In addition to our results calculated under generally accepted accounting principles in the United States (“GAAP”), we also present EBITDA and Adjusted EBITDA below. EBITDA and Adjusted EBITDA are “non-GAAP financial measures” presented as a supplemental measure of the Company’s performance. They are not presented in accordance with GAAP. The Company uses EBITDA and Adjusted EBITDA as a metric of profits and successful operations management. In particular, we use Adjusted EBITDA as a milestone for the purposes of certain incentive compensation programs applicable to some of our officers and directors, in order to evaluate our Company’s performance and determine whether certain restricted stock units and cash bonuses will vest as of the end of December 31, 2025. EBITDA means net loss before interest, taxes, depreciation and amortization. Adjusted EBITDA means EBITDA before stock-based compensation, unrealized foreign exchange gain or loss, severance costs related to the termination of executive officers and directors, and restructuring costs which include charges or expenses attributable to acquisition related costs. EBITDA and Adjusted EBITDA should be viewed as supplemental to, and not as an alternative for net income or loss calculated in accordance with GAAP.

Previous wording

Revenue. Revenue increased by $7,380,817, or 17%, to $50,103,870 for the three months ended March 31, 2026, from $42,723,053 for the three months ended March 31, 2025. Revenues from online casino from MeridianBet Group increased by $3,856,840, or 33%, to $15,252,268 for the three months ended March 31, 2026, from $11,395,428 for the three months ended March 31, 2025, mainly due to the increase in the offer of online casino games from different providers to 2,500+, the integration of 10+ new providers (some of which are AIR Dice, Push Gaming, and EGT Digital), launching of the new game "Gates of Olympia" from the Company’s studio Expanse, which became a top 3 most popular game in the first quarter of 2026, and revenues from online sports betting which increased by $1,848,088, or 17%, to $11,699,423 for the three months ended March 31, 2026, from $9,851,335 for the three months ended March 31, 2025, mainly due to the launch of our fifth-generation sports betting and online casino platform – ATLAS – in 2024, which includes three key new features, such as: Bet Boost – enhanced odds on selected bets, Auto Cashout – automatic cashout based on predefined conditions, and Early Payout –settlement of bets before the final result, as well as a complete redesign of the entire sports webpage, improvements to the live betting offered through the Watch & Bet feature, an increase in live streams, especially for tennis and optimizing the loyalty program for our online players. Revenues from retail sports betting and retail casino increased by $1,291,334, or 19%, to $6,967,386 for the three months ended March 31, 2026, from $5,676,052 for the three months ended March 31, 2025, mainly due to a series of strategic operational enhancements. We expanded our slot capacity by adding over 100 machines, representing approximately 10% growth of the total installed base. Additionally, we opened 10 new locations, completed renovations and adaptations across 50 betshops, and relocated underperforming betshops to more optimal positions. We also introduced a new loyalty application and deployed additional operational systems that enhanced customer engagement and internal efficiency. Alongside these investments, we implemented a comprehensive field reorganization aimed at improving operational efficiency and service quality, resulting in a stronger and more optimized retail network.

Current wording

*Revenue.*Revenue increased by $6,948,631, or 16%, to $50,193,999 for the three months ended June 30, 2026, from $43,245,368 for the three months ended June 30, 2025. Revenues from online casino from MeridianBet Group increased by $1,765,415, or 14%, to $14,489,125 for the three months ended June 30, 2026, from $12,723,710 for the three months ended June 30, 2025, mainly due to the increase in the offer of online casino games from different providers to 2,500+, the integration of 10+ new providers (some of which are AIR Dice, Push Gaming, and EGT Digital), launching of the new game “Gates of Olympia” from the Company’s studio Expanse, which became a top 3 most popular game in the first quarter of 2026, and revenues from online sports betting which increased by $3,254,645, or 33%, to $13,125,159 for the three months ended June 30, 2026, from $9,870,514 for the three months ended June 30, 2025, mainly due to the launch of our fifth-generation sports betting and online casino platform – ATLAS – at the end of 2024, which includes three key new features, such as: Bet Boost – enhanced odds on selected bets, Auto Cashout – automatic cashout based on predefined conditions, and Early Payout –settlement of bets before the final result, as well as a complete redesign of the entire sports webpage, improvements to the live betting offered through the Watch & Bet feature, an increase in live streams, especially for tennis and optimizing the loyalty program for our online players. While the platform was launched at the end of 2024, its full operational and commercial impact was realized during 2026, contributing to higher revenues in 2026 compared with 2025. Revenues from retail sports betting and retail casino increased by $1,568,432, or 27%, to $7,375,033 for the three months ended June 30, 2026, from $5,806,601 for the three months ended June 30, 2025, mainly due to continued network expansion and a new betshop concept that adapts each location to its local market. During the 12 months period from July 1, 2025 to June 30, 2026, we expanded our slot capacity by adding over 100 machines, representing approximately 10% growth of the total installed base. Additionally, we opened 10+ new locations, completed renovations and adaptations across 50 betshops, and relocated underperforming betshops to more optimal positions. We also introduced a new loyalty application and deployed additional operational systems that enhanced customer engagement and internal efficiency. Alongside these investments, we implemented a comprehensive field reorganization aimed at improving operational efficiency and service quality, resulting in a stronger and more optimized retail network.

Previous wording

COGS. Costs of goods (COGS) sold increased by $3,432,538, or 19%, to $21,959,630 for the three months ended March 31, 2026, from $18,527,092 for the three months ended March 31, 2025. MeridianBet Group COGS from online casino, online sports betting, retail casino, retail sports betting, bars and franchise fees increased by $2,853,120 in total, or 38%, to $10,408,219 for the three months ended March 31, 2026, from $7,555,098 for the three months ended March 31, 2025, mainly due to the increase in the variable amounts of gaming tax and software fee costs which were in line with the increase in income from online casinos, online sports betting, retail casinos and retail sports betting.

Current wording

*COGS.*Costs of goods (COGS) sold increased by $4,470,730, or 24%, to $23,339,079 for the three months ended June 30, 2026, from $18,868,349 for the three months ended June 30, 2025. MeridianBet Group COGS from online casino, online sports betting, retail casino, retail sports betting, bars and franchise fees increased by $3,820,679 in total, or 45%, to $12,324,962 for the three months ended June 30, 2026, from $8,504,283 for the three months ended June 30, 2025, mainly due to the increase in the variable amounts of gaming tax and software fee costs which were in line with the increase in income from online casinos, online sports betting, retail casinos and retail sports betting.

Previous wording

Gross profit. Gross profit increased by $3,948,279, or 16%, to $28,144,240 for the three months ended March 31, 2026, from $24,195,961 for the three months ended March 31, 2025. MeridianBet Group gross profit from online casinos increased by $2,401,540 or 29%; gross profit from online sports betting increased by $1,046,799, or 15%, and gross profit from retail sports betting and retail casino increased by $760,027 or 19% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase in gross profits was due to the increase in the revenues as discussed above.

Current wording

Gross profit. Gross profit increased by $2,477,901, or 10%, to $26,854,920 for the three months ended June 30, 2026, from $24,377,019 for the three months endedJune 30, 2025. MeridianBet Group gross profit from online casinos increased by $463,955 or 5%; gross profit from online sports betting increased by $1,593,716, or 23%, and gross profit from retail sports betting and retail casino increased by $710,959 or 17% for the three months ended June 30, 2026, compared to the three months endedJune 30, 2025. The increase in gross profits was due to the increase in the revenues as discussed above.

Previous wording

General and administrative expenses (G&A). General and administrative expenses increased by $685,138, or 3%, to $24,987,116 for the three months ended March 31, 2026, from $24,301,978 for the three months ended March 31, 2025. General and administrative expenses consisted primarily of stock-based compensation, depreciation expenses, amortization expenses, salary and wages, professional fees, marketing expenses, rents and utilities, as discussed below.

Current wording

General and administrative expenses (G&A). General and administrative expenses decreased by $2,266,884, or 8%, to $24,414,985 for the three months ended June 30, 2026, from $26,681,869 for the three months ended June 30, 2025. General and administrative expenses consisted primarily of stock-based compensation, depreciation expenses, amortization expenses, salary and wages, professional fees, marketing expenses, rents and utilities, as discussed below.

Previous wording

Stock-based compensation (within G&A) for the three months ended March 31, 2026, was $248,057, compared to $1,040,325 for the three months ended March 31, 2025, representing a $792,268 decrease from the prior period. The decrease was primarily attributable to fewer RSUs granted to the Company’s employees and directors, as well as fewer shares issued for services during the period.

Current wording

Stock-based compensation (within G&A) for the three months ended June 30, 2026, was negative $(97,292), compared to $1,327,711 for the three months ended June 30, 2025, representing a $1,425,003 decrease from the prior period. The decrease was primarily attributable to fewer RSUs granted to the Company’s employees and directors, fewer shares issued for services during the period, and the reversal of previously accrued stock-based quarterly salary compensation for the Company’s executives. The reversal resulted from an agreement entered into in June 2026 with certain executives to reduce the number of shares to be issued in settlement of accrued salary compensation, reflecting shares that had previously been issued upon the vesting of restricted stock units under the Company’s 2023 Equity Incentive Plan.

Previous wording

Amortization expenses for the three months ended March 31, 2026, were $1,025,175, compared to $2,152,640 for the three months ended March 31, 2025, a $1,127,465, or 52% decrease from the prior period. The decrease was primarily attributable to the impairment of intangible assets recognized in the prior year, which reduced the amortizable asset base.

Current wording

Amortization expenses for the three months ended June 30, 2026, were $1,531,499, compared to $2,465,380 for the three months endedJune 30, 2025, a $933,881, or 38% decrease from the prior period. The decrease was primarily attributable to the impairment of intangible assets recognized in the prior year, which reduced the amortizable asset base.

Previous wording

Salaries and wages for the three months ended March 31, 2026, were $7,088,229, compared to $6,290,867 for the three months ended March 31, 2025, a $797,362 or 13% increase from the prior period, which was due mainly to increased headcount to both support revenue growth and to enable the entry into new markets for the current period, as well as an increase in employee salaries, compared to the prior period.

Current wording

Salaries and wages for the three months ended June 30, 2026, were $7,188,363, compared to $6,841,937 for the three months endedJune 30, 2025, a $346,426 or 5% increase from the prior period, which was due mainly to increased headcount to both support revenue growth and to enable the entry into new markets for the current period, as well as an increase in employee salaries, compared to the prior period.

Previous wording

Rents and utilities for the three months ended March 31, 2026, were $2,242,256, compared to $1,743,062 for the three months ended March 31, 2025, a $499,194 or 29% increase from the prior period, which was mainly due to the opening of new betting shops, which contributed to the growth of rent and utility costs, as well as the general increase in heating, electricity, telephone and internet costs, due to inflationary trends.

Current wording

Rents and utilities for the three months ended June 30, 2026, were $1,885,225, compared to $1,766,242 for the three months endedJune 30, 2025, a $118,983 or 7% increase from the prior period, which was mainly due to the opening of new betting shops, which contributed to the growth of rent and utility costs, as well as the general increase in heating, electricity, telephone and internet costs, due to inflationary trends.

Previous wording

*Interest expense.*Interest expense decreased by $1,117,634, or 76%, to $353,726 for the three months ended March 31, 2026, from $1,471,360 for the three months ended March 31, 2025. The decrease primarily reflects the repayment of an October 2024 Secured Convertible Note in early April 2025, resulting in no interest accruals for the Secured Convertible Note during the current quarter.

Current wording

*Interest expense.*Interest expense decreased by $1,181,484, or 80%, to $300,185 for the three months ended June 30, 2026, from $1,481,669 for the three months ended June 30, 2025. The decrease primarily reflects the repayment of an October 2024 Secured Convertible Note in early April 2025, resulting in no interest accruals for the October 2024 Secured Convertible Note during the current quarter. In addition, the Company continued to repay the outstanding balances of its other loans, which further reduced interest expense during the period.

Previous wording

Other Income.* *Other income is related to income from marketing services for third-party advertising in MeridianBet Group betting shops, sale of fixed assets, value-added-tax (VAT) refunds, income from compensation for damages, income from reduction of liabilities and other income that is not directly related to the Company's core activity. For the three months ended March 31, 2026, and 2025, other income amounted to $467,088 and $505,503, respectively.

Current wording

*Other Income.*Other income is related to income from marketing services for third-party advertising in MeridianBet Group betting shops, sale of fixed assets, value-added-tax (VAT) refunds, income from compensation for damages, income from reduction of liabilities and other income that is not directly related to the Company’s core activity. For the three months ended June 30, 2026, and 2025, other income amounted to $572,182 and $591,576, respectively.

Previous wording

Provision for income taxes. We are subject to federal and state income taxes in the United States, as well as income taxes in the foreign jurisdictions in which we operate. Our effective tax rate was 24.3% and 56.5% for the three months ended March 31, 2026 and 2025, respectively. The decrease in the effective tax rate for the three months ended March 31, 2026, compared with the same period in 2025, was primarily due to a change in the jurisdictional mix of income.

Current wording

Provision for income taxes. We are subject to federal and state income taxes in the United States, as well as income taxes in the foreign jurisdictions in which we operate. Our effective tax rate was 24.21% and -4.02% for the six months ended June 30, 2026 and 2025, respectively. In addition, our effective tax rate was 24.10% and -15.13% for the three months ended June 30, 2026 and 2025, respectively. The increase in the effective tax rate for the six months ended June 30, 2026, compared with the same period in 2025, was primarily due to a change in the jurisdictional mix of income.

Previous wording

Net income (loss) attributable to noncontrolling interest. Net income (loss) attributable to noncontrolling interest in the acquired entity is measured at their proportionate share of the acquired entity’s and for (a) Meridian Gaming Brazil SPE Ltda in the percentage of 30% (b) Fair Champions Meridian Ltd. Cyprus in the percentage of 49%, and (c) Classics Holding Pty Ltd Australia in the percentage of 20%. For the three months ended March 31, 2026, and 2025, net loss attributable to noncontrolling interest amounted to $92,638 and $26,609, respectively. The increase in loss was primarily driven by higher net losses generated by these entities during the three months ended March 31, 2026.

Current wording

Net loss attributable to noncontrolling interest. Net loss attributable to noncontrolling interest in the acquired entity is measured at the proportionate share of each acquired entity, and for (a) Meridian Gaming Brazil SPE Ltda in the percentage of 30% (b) Fair Champions Meridian Ltd. Cyprus in the percentage of 49%, and (c) Classics Holding Pty Ltd Australia in the percentage of 20%. For the three months ended June 30, 2026, and 2025, net loss attributable to noncontrolling interest amounted to $203,180 and $147,546, respectively. The increase in loss was primarily driven by higher net losses generated by these entities during the three months ended June 30, 2026.

Previous wording

Net income (loss) attributable to**MRDN. Net income attributable to MRDN increased by $2,492,403 to $2,260,795 for the three months ended March 31, 2026, from a net loss of $231,608 for the three months ended March 31, 2025. The increase was mainly due to higher revenues and gross profits as discussed above.

Current wording

Net income (loss) attributable to**MRDN. Net income attributable to MRDN increased by $5,749,395 to $2,165,050 for the three months ended June 30, 2026, from a net loss of $(3,584,345) for the three months ended June 30, 2025. The increase was mainly due to higher revenues, gross profits as well as lower costs as discussed above.

Previous wording

Interest earned. Interest earned decreased by $37,937, or 86%, to $5,999 for the three months ended March 31, 2026, from $43,936 for the three months ended March 31, 2025. The decrease was mainly due to the maturity of term deposit agreements with banks during the period. The funds were subsequently reallocated into Eurobonds, which are expected to generate interest income in future periods.

Current wording

*Interest earned.*Interest earned decreased by $19,688, to $41,132 for the six months ended June 30, 2026, from $60,820 for the six months ended June 30, 2025. The decrease was mainly due to the maturity of term deposit agreements with banks during the period. The funds were subsequently reallocated into Eurobonds, which are expected to generate interest income in future periods.

Previous wording

Foreign exchange gain. Foreign exchange results decreased by $845,862, to a loss of $412,194 for the three months ended March 31, 2026, compared to a gain of $433,668 for the three months ended March 31, 2025. The decrease was primarily driven by volatility and unfavorable fluctuations in the EUR/RSD/USD exchange rates, which impacted the remeasurement of the Company’s monetary assets and liabilities denominated in euros and Serbian dinars. Volatility in the euro and Serbian dinar against the U.S. dollar, as well as across other currencies used by the Group, including differences between average and period-end exchange rates, resulted in higher unrealized foreign exchange losses.

Current wording

Foreign exchange gain (loss). Foreign exchange results decreased by $944,482, to a loss of $574,269 for the six months ended June 30, 2026, compared to a gain of $370,213 for the six months ended June 30, 2025. The decrease was primarily driven by volatility and unfavorable fluctuations in the EUR/RSD/USD exchange rates, which impacted the remeasurement of the Company’s monetary assets and liabilities denominated in euros and Serbian dinars. Volatility in the euro and Serbian dinar against the U.S. dollar, as well as across other currencies used by the Group, including differences between average and period-end exchange rates, resulted in higher unrealized foreign exchange losses.