Meridian Holdings Inc./NV

(a)Form 8-K Information.

Item 1.01 Entry into a Material Definitive Agreement.

On April 1, 2024, Meridian Malta entered into a long-term loan, in the amount of EUR 2,000,000 (approximately $2,240,000) from Igor Salindrija, for financing working capital and liquidity of the Company. The loan originally had a term of 24 months and was scheduled to mature on April 1, 2026, with interest at an effective annual rate of 7%.

On January 5, 2026, the Company and Igor Salindrija entered into Addendum No. 1 to the loan agreement, which amended the repayment schedule while leaving all other terms and conditions unchanged. Under the amended repayment schedule, the outstanding principal was to be repaid in four installments of EUR 500,000 each due on January 5, 2026, February 1, 2026, March 1, 2026, and April 1, 2026. Interest continued to accrue at an annual rate of 7% on the outstanding principal balance following each partial repayment.

On April 2, 2026, the Company and Igor Salindrija entered into Addendum No. 2 to the Igor Salindrija loan agreement. Under the amended terms, the parties acknowledged that the outstanding principal balance as of April 1, 2026 was EUR 900,000 and agreed to extend the repayment period through September 1, 2026 pursuant to a revised repayment schedule. Interest continues to accrue on the outstanding principal at an annual rate of 7%, with all accrued interest payable together with the final principal installment on September 1, 2026. Except as modified by Addendum No. 2, all other terms and conditions of the loan agreement, as previously amended by Addendum No. 1, remain unchanged.

Item 1.05 Material CybersecurityIncidents***.***

On May 26, 2026, the Company received a communication from a threat actor claiming to have obtained sensitive customer information by accessing a former employee’s credentials. The threat actor demanded payment from the Company in exchange for not publicly disclosing this information. Following receipt of such communication, the Company could not confirm the details of the threat actor’s allegations. The collective claimed to have information including, in certain cases, unique citizen identification numbers, ID card and passport data, home addresses, and other identifying information.

Upon receipt of that threat actor’s claims, the Company immediately investigated various potential infiltration methods used by the threat actor and confirmed that it was likely that some information was exfiltrated. However, the Company has not been able to quantify the information taken. The Company then considered whether and how to patch its methods to contain, assess and remediate the alleged incident. The Company believes such prophylactic actions have been successful and, since the initiation of its responsive efforts, it has not observed any evidence of new unauthorized activity. Still, the Company’s investigation, monitoring, and related activities are ongoing. The Company is actively engaged with local law enforcement and government partners in connection with the incident described herein. The Company is and will continue implementing further measures to strengthen its security environment and protect its customers. Although the Company has taken remedial measures, the Company cannot guarantee that all effects of the incident have been fully identified, remediated, or mitigated. If this threat actor’s claims were realized, the Company could face lawsuits, purported class actions, regulatory investigations and enforcement actions (and related fines, penalties, consent decrees, or other regulatory obligations), remediation costs, notification costs, reputational harm, loss of customers, contractual and business impacts, insurance premium increases (or loss of coverage), and increased cybersecurity compliance costs. Any of the foregoing consequences, individually or in the aggregate, could have a material adverse effect on the Company’s business, financial condition, results of operations, and reputation, and consequently, the value of the Company’s securities.

Nevertheless, to the Company’s knowledge, the incident has not resulted in any material disruption to, or impact on, the Company's operations, its financial condition or results of operations.

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

In June 2026, the Company, Zoran Milošević and Snežana Božović, mutually agreed to reduce the number of shares to be issued in settlement of the accrued salary compensation to reflect shares previously issued to each of them upon the vesting of restricted stock units under the Company’s 2023 Equity Incentive Plan. Accordingly, the number of shares to be issued in settlement of the accrued salary compensation was reduced by 12,500 shares for Zoran Milošević and 3,125 shares for Snežana Božović. Following this adjustment, the remaining accrued salary compensation expected to be settled in shares was $179,799 for Zoran Milošević and $81,743 for Snežana Božović, which is payable in shares of common stock at the option of the Company.

(c) Rule 10b5-1 Trading Plans.

Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended June 30, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.