Meridian Holdings Inc./NV
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 10, 2026
MRDN$6.24-23.9%Stored close · as of Nov 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-29.
0001477932-26-004577
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001477932-26-006791
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 113 previous paragraphs and 141 current paragraphs.
60 unchanged; 43 reworded; 38 added; 9 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 11 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (38)
Current report
Recent Regulatory Updates
Current report
Brazil—Prohibition on Fixed-Odds Sports Betting and Online Casinos
Current report
Brazilian Provisional Measure No. 1,394/2026, issued September 25, 2026, reverses Brazil’s prior framework for legalized fixed-odds betting. That framework was introduced by Law No. 13,756/2018 and further regulated by Law No. 14,790/2023. The measure repeals the relevant chapter of the 2018 law and nearly all of the 2023 law. It prohibits the operation, offering, intermediation and advertising of fixed-odds sports betting and online casino-style betting throughout Brazil, in physical and virtual form, including offerings by foreign operators to persons located in Brazil. Other legally authorized lottery formats remain unaffected.
Current report
The measure provides for termination of existing federal, state and Federal District betting authorizations 30 days after publication, without refunds of licensing fees or government compensation, and prohibits new authorizations. New customer deposits were barred beginning on September 25, 2026. Customers could request withdrawal of their balances until October 5, 2026, and betting websites and applications were required to become unavailable starting October 6, 2026. The measure also establishes procedures for returning remaining customer balances, wagers whose results had not been determined by the applicable shutdown deadline (which are voided and refunded in full) and prizes owed. It prohibits related advertising and sponsorships, subject to applicable transitional provisions, and prohibits payment processing except for transactions necessary to close operations and return customer funds. It establishes blocking mechanisms and administrative penalties while preserving operators’ outstanding regulatory, tax and reporting obligations. Separately, pending Bill No. 5,477/2026 would establish criminal offenses relating to fixed-odds betting, including proposed penalties of four to six years’ imprisonment and a fine for operating such betting, and two to four years’ imprisonment and a fine for specified advertising, solicitation and financial-facilitation activities. These proposed offenses have not taken effect.
Current report
The measure took effect upon publication. As of the date of this Report, it remains pending congressional consideration for conversion into permanent law, and the initial deadline for deliberation is November 23, 2026, subject to extension. Industry associations have separately petitioned the Federal Supreme Court to suspend the measure, and the Attorney General’s Office has defended it. The constitutional challenges remain pending, and the Court has scheduled a public hearing for November 3, 2026.
Current report
See also the risk factor entitled “Regulatory developments and operational uncertainties in Brazil could adversely affect our business,financial condition and results of operations.”, under Part II, Item 1A, “Risk Factors”, below.
Current report
United Kingdom—VAT Treatment of Prize Draws
Current report
On February 17, 2026, the UK government answered a Parliamentary Question tabled on February 9, 2026. The answer set out HMRC’s position that prize draws offering both paid and free entry routes are not eligible for VAT exemption and that paid entries are subject to VAT at the standard rate of 20%. Such arrangements commonly include a free postal entry route which, provided the applicable statutory requirements are satisfied, may enable the draw to operate without being regulated as a lottery under the Gambling Act 2005. However, compliance with those gambling law requirements does not itself determine the arrangement’s VAT treatment. In summer 2026, HMRC began writing to operators in the sector asking them to review their VAT accounting and correct any errors identified. This creates potential exposure for operators that have treated paid entries as exempt, including potential liabilities for historical VAT, interest and, depending on the circumstances, penalties.
Current report
The principal unresolved issue is whether paid entries in such arrangements nevertheless fall within the UK’s VAT exemption for betting, gaming and lotteries contained in Group 4 of Schedule 9 to the Value Added Tax Act 1994. There remains a dispute as to whether the classification of such arrangements under UK gambling legislation determines their treatment for VAT purposes. The First-tier Tribunal heard Omaze’s appeal concerning the VAT treatment of its paid prize draw entries on October 16, 2026, with a decision expected in spring 2027. Omaze has stated that it has paid UK VAT since 2021 and that it is one of a limited number of prize-draw operators HMRC has required to do so. As of the date of this Report, the outcome remains pending and the anticipated decision date is not a binding deadline. Although the decision of the Tribunal may provide significant guidance for the prize draw sector, its application will depend on the arrangements considered and any subsequent appeals. Pending resolution, affected operators face uncertainty over historical liabilities, future pricing and margins, and the availability of related input VAT recovery.
Current report
See also the risk factor entitled “Our UK prize competition business may be subject to significant historical and future value-added tax liabilities,which could materially adversely affect our business, financial condition, results of operations and cash flows”, under Part II, Item 1A, “Risk Factors”, below.
Current report
Australia—Limitations on Trade Promotion Gambling Services
Current report
On August 26, 2026, Australia’s Interactive Gambling Amendment (Gambling Reform) Act 2026 (Cth) received Royal Assent. It amends the Interactive Gambling Act 2001 (Cth) (IGA) as part of a broader package intended to reduce online gambling harms. The reforms address wagering advertising, customer inducements, self-exclusion and enforcement against illegal gambling services, as well as online lottery products and the definition of trade promotion gambling services. The amendments relevant to trade promotions commence on January 1, 2027. Their purpose is to narrow the circumstances in which a chance-based promotion can operate under the trade promotion exclusion. This has particular implications for businesses offering recurring prize draws along with memberships or subscription fees.
Current report
Under the amended definition, to be considered a trade promotion gambling service, a promotion must meet four cumulative conditions:
Current report
A separate qualification applies where the service is provided by a qualifying registered charity, subject to the Minister’s power to determine that a service does not qualify. The Minister may also determine that a service is, or is not, a trade promotion gambling service. A state or territory trade promotion permit will not, by itself, bring a service within the federal definition. Consequently, affected operators may need to restructure or discontinue offerings to Australian customers before commencement, and continued operation outside the applicable exclusions may attract enforcement under the IGA.
Current report
See also the risk factor entitled “Changes in Australian gambling laws and regulations could materially and adversely affect our use ofAustralian* trade promotion lottery as part of our business.*”, under Part II, Item 1A, “Risk Factors”, below.
Current report
Pursuant to the amendments to the MeridianBet Group Purchase Agreement and the related promissory notes, the remaining outstanding consideration of $15,625,672 as of September 30, 2026 is due on November 1, 2031. The Company may, at its sole discretion, settle all or any portion of the outstanding consideration at any time prior to the maturity date, without any obligation to make earlier payments.
Current report
“N/m” means not meaningful.
Current report
*Revenue.*Revenue decreased by $1,351,396, or 2.9%, to $45,964,912 for the three months ended September 30, 2026, from $47,316,308 for the three months ended September 30, 2025. The decrease in revenues was primarily attributable to a decline in revenues from the RKings and CFAC segment, which decreased by $2,187,681, or approximately 19.3%, from $11,322,042 for the three months ended September 30, 2025, to $9,134,361 for the three months ended September 30, 2026. The decline was primarily driven by increased market competition, which adversely affected customer acquisition and engagement, resulting in reduced participation in prize competitions and lower overall sales volumes.
Current report
Revenues from online casino from MeridianBet Group increased by $2,516,906 , or 17%, to $17,116,084 for the three months ended September 30, 2026, from $14,599,178 for the three months ended September 30, 2025, mainly due to the increase in the offer of online casino games from different providers to 2,500+ and the integration of 10+ new providers (including AIR Dice, Push Gaming and EGT Digital), as well as Betsoft, in Q3 2026, while in the same quarter Fazi was integrated in Malta, and revenues from online sports betting decreased by $1,587,660, or 15%, to $8,694,709 for the three months ended September 30, 2026, from $10,282,369 for the three months ended September 30, 2025, due to unfavorable football results in the opening matches at the start of the European football season, which resulted in a lower online sports betting margin of 7.4%, compared to 8.2% in the same quarter last year. Revenues from retail sports betting and retail casino decreased by $204,669, or 3%, to $6,534,270 for the three months ended September 30, 2026, from $6,738,939 for the three months ended September 30, 2025, mainly due to unfavorable football results in the opening matches at the start of the European football season which resulted in a lower retail sports betting margin of 10.7%, compared to 13.6% in the same quarter last year. Despite this, we opened 2 new locations in Serbia (Šajkaš in July and Užice Plaza in September 2026) and relocated Jakovo to a larger location in August 2026, which have already begun delivering strong revenues for the fourth quarter of 2026. The growth of retail casino revenue was primarily driven by 100+ new slot machines, mostly of the Impera brand (Novomatic), which has also resulted in increased revenues. Accordingly, we managed to increase our retail casino margin to 15% in the third quarter of 2026, compared to 14.7% in the same quarter last year.
Current report
Gross profit. Gross profit decreased by $1,573,267, or 6.0%, to $24,813,156 for the three months ended September 30, 2026, from $26,386,423 for the three months endedSeptember 30, 2025. Gross profit from the RKings and CFAC segment decreased by $771,516, or approximately 26.3%, from $2,936,938 for the three months ended September 30, 2025, to $2,165,422 for the three months ended September 30, 2026. The decrease was primarily attributable to lower revenues resulting from increased market competition, which was partially offset by a reduction in cost of goods sold. The segment's gross profit margin decreased from 25.9% to 23.7%, as the decline in revenues outpaced the reduction in cost of goods sold. MeridianBet Group gross profit from online casinos increased by $1,090,060 or 11%; gross profit from online sports betting decreased by $1,395,440, or 20%, and gross profit from retail sports betting and retail casino decreased by $376,477 or 8% for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The decrease in gross profits was due to the decrease in the revenues as discussed above.
Current report
Stock-based compensation (included in SG&A) for the three months ended September 30, 2026, was $386,240, compared to $546,415 for the three months ended September 30, 2025, representing a $160,175 decrease from the prior period. The decrease was primarily attributable to lower compensation expense recognized in connection with previously granted restricted stock units (“RSUs”), as the majority of these awards had fully vested and the related compensation expense had been fully recognized in prior periods.
Current report
Marketing expenses for the three months ended September 30, 2026, were $7,272,596, compared to $6,888,120 for the three months endedSeptember 30, 2025, a $384,476 or 5.6% increase from the prior period, which was primarily driven by the intensified marketing campaigns around the FIFA World Cup held in the United States, Mexico and Canada. The tournament significantly boosted customer interest and betting activity, while the UX enhancements introduced in preparation for the FIFA World Cup, including new features and visual presentation updates, continued to support user engagement beyond the end of the competition.
Current report
Bad debt expenses for the three months ended September 30, 2026, were $965,865, compared to $60,310 for the three months ended September 30, 2025, a $905,555 increase for the period, which was primarily attributable to the increased bad debt associated with the Company’s resale of gaming content business. During the three months ended September 30, 2026, the Company recognized bad debt expenses and subsequently wrote off approximately $130,238 and $127,110 in outstanding receivables from Articulate Pty Ltd (“Articulate”), which is owned by Anthony Brian Goodman, our former Chief Executive Officer and his wife, and Elray Resources Inc. (“Elray”), which Mr. Goodman serves as CEO and Director of, and which Ms. Weiting ‘Cathy’ Feng, the Company’s former COO, serves as Treasurer and Director of, respectively, due to prolonged non-payment and management’s determination that these balances were uncollectible. In addition, the Company recorded an allowance for doubtful accounts of approximately $500,000 related to another third-party customer, based on management’s assessment of the customer’s financial condition, ability to meet its payment obligations, and the collectability of the outstanding receivable.
Current report
Impairment of Goodwill and Impairment of Intangible Assets*.* Impairment losses for the three months ended September 30, 2026, were $11,530,653, compared to $0 for the three months ended September 30, 2025. The significant increase in impairment losses was primarily attributable to the goodwill impairment charges associated with the Golden Matrix reporting unit. During the three months ended September 30, 2026, in preparation of the filing of this Report, the Company identified indicators that the fair value of its Golden Matrix reporting unit may be below its carrying amount, including continued operating losses and a revised forecast. The Company performed an interim quantitative impairment test as of September 30, 2026, estimating fair value using a weighted combination of a discounted cash flow method and a market capitalization method. The carrying amount exceeded the estimated fair value, and the Company recognized a goodwill impairment charge of $5.9 million. Following the charge, goodwill allocated to the Golden Matrix reporting unit was $2.0 million. In addition, during the three months ended September 30, 2026 in preparation of the filing of this Report, the Company identified impairment indicators related to its Brazilian gaming operations due to adverse regulatory developments and continued operating losses. Following the issuance of Brazilian Provisional Measure No. 1,394/2026 on September 25, 2026, which prohibits fixed-odds sports betting and online casino-style betting throughout Brazil, including offerings by foreign operators to persons in Brazil, management performed an impairment assessment in accordance with ASC 360. Based on projected future cash flows and estimated fair values, the Company recognized an impairment loss of approximately $5.5 million, consisting of $4.1 million related to its Brazilian gaming license, and $1.4 million related to the Magicbet777 domain and associated player database, which were previously acquired by the Company as part of its expansion into the Brazilian gaming market. Following the acquisition, the acquired players were migrated to the Company's Meridianbet platform, through which the Company conducted its Brazilian gaming operations. The impairment was primarily attributable to regulatory restrictions imposed on online gaming operations in Brazil, which significantly reduced the expected future cash flows and economic benefits associated with these assets. Additionally, the Company recognized an impairment loss of approximately $92,000 related to trademarks acquired in connection with the acquisition of Media Games Malta in July 2024. Media Games Malta ceased its operations in January 2026 as part of the Company's business restructuring decision to discontinue certain operations. As a result of the cessation of operations, management determined that the associated trademarks were no longer expected to generate future economic benefits and recognized an impairment charge of approximately $92…
Excerpt shortened here; the source contains the full paragraph.
Current report
Total operating expenses. Total operating expenses, including selling, general and administrative expenses and impairment losses, increased by $12,949,775, or 48.4%, to $39,723,819 for the three months ended September 30, 2026, from $26,774,044 for the three months ended September 30, 2025.
Current report
Net income (loss) attributable to**MRDN. Net loss attributable to MRDN was $13,256,397 for the three months ended September 30, 2026, compared to net income of $566,014 for the three months ended September 30, 2025, representing an unfavorable change of $13,822,411. The change from net income to net loss was primarily attributable to impairment charges recognized during the period, lower revenues and gross profit, and increased operating expenses, as discussed above.
Current report
Nine*** months endedSeptember 30, 2026, compared to thenine months endedSeptember 30, 2025.***
Current report
“N/m” means not meaningful.
Current report
*Revenue.*Revenue increased by $12,978,052, or 9.7%, to $146,262,781 for the nine months ended September 30, 2026, from $133,284,729 for the nine months ended September 30, 2025.
Current report
Revenues from online casino from MeridianBet Group increased by $8,139,161, or 21%, to $46,857,477 for the nine months ended September 30, 2026, from $38,718,317 for the nine months ended September 30, 2025, mainly due to the increase in the offer of online casino games from different providers to 2,500+ and the integration of 10+ new providers (including AIR Dice, Push Gaming and EGT Digital), as well as Betsoft, an online casino game provider, and in Malta integrated FAZI, a provider of slot and table games. Additionally, the new game “Gates of Olympia”, launched by the Company’s studio Expanse, became one of the top 3 most popular games in the first nine months of 2026.
Current report
Revenues from online sports betting increased by $3,515,074, or 12%, to $33,519,292 for the nine months ended September 30, 2026, from $30,004,218 for the nine months ended September 30, 2025, mainly due to introduction of additional live streaming coverage across a wider range of sporting events, which had a positive impact by increasing customer engagement and time spent on the platform. It is also important to note that, despite the betting margin being below expectations, no measures were taken to reduce the competitiveness of the odds offered. Maintaining attractive odds helped preserve the appeal of the Sports Betting offering and supported continued customer engagement. This affected the overall online sports betting margin for the nine-month period, which decreased from 9.1% to 8.9% in 2026.
Current report
Revenues from retail sports betting and retail casino increased by $2,655,098, or 15%, to $20,876,689 for the nine months ended September 30, 2026, from $18,221,592 for the nine months ended September 30, 2025. Retail casino revenue increased by $2,387,703, or 24%, to $12,502,707, primarily driven by 100+ new slot machines, mostly of the Impera brand (Novomatic), which has proven very successful, resulting in a retail casino margin of 15% in the third quarter, compared to 14.7% in the same quarter last year. Retail sports betting revenue increased by $267,395, or 3%, to $8,373,983, supported by the expansion of our retail network in Serbia, where we opened 2 new locations (Šajkaš, Serbia in July 2026 and Užice Plaza, Serbia in September 2026) and relocated our Jakovo, Serbia location to a larger location in August 2026, which is already delivering strong revenues.
Current report
Revenues from the RKings and CFAC segment decreased by $844,481, or approximately 2.6%, from $32,884,664 for the nine months ended September 30, 2025, to $32,040,183 for the nine months ended September 30, 2026. The decrease was primarily attributable to lower transaction volumes and average customer spending, driven by increased market competition, changes in customer purchasing behavior, and reduced effectiveness of certain digital advertising channels, which adversely affected customer acquisition and engagement.
Current report
Marketing expenses for the nine months ended September 30, 2026, were $19,535,860, compared to $19,639,498 for the nine months ended September 30, 2025, a $103,638 or 0.5% decrease from the prior period.
Current report
Bad debt expenses for the nine months ended September 30, 2026, were $1,163,524, compared to $229,239 for the nine months ended September 30, 2025, a $934,285 increase for the period, which was primarily attributable to the increased bad debt associated with the Company’s resale of gaming content business. During the nine months ended September 30, 2026, the Company recognized bad debt expenses and subsequently wrote off approximately $130,238 and $127,110 in outstanding receivables from Articulate and Elray, respectively, due to prolonged non-payment and management’s determination that these balances were uncollectible. In addition, the Company recorded an allowance for doubtful accounts of approximately $500,000 related to another third-party customer, based on management’s assessment of the customer’s financial condition, ability to meet its payment obligations, and the collectability of the outstanding receivable.
Current report
Impairment of Goodwill and Impairment of Intangible Assets. Impairment losses for the nine months ended September 30, 2026, were $11,530,653, compared to $0 for the nine months ended September 30, 2025. The significant increase in impairment losses was primarily attributable to the goodwill impairment charges associated with the Golden Matrix reporting unit. During the three months ended September 30, 2026, in connection with the preparation of this Report, the Company identified indicators that the fair value of its Golden Matrix reporting unit may be below its carrying amount, including continued operating losses and a revised forecast. The Company performed an interim quantitative impairment test as of September 30, 2026, in connection with the preparation of this Report, estimating fair value using a weighted combination of a discounted cash flow method and a market capitalization method. The carrying amount exceeded the estimated fair value, and the Company recognized a goodwill impairment charge of $5.9 million. Following the charge, goodwill allocated to the Golden Matrix reporting unit was $2.0 million. In addition, during the three months ended September 30, 2026, in connection with the preparation of this Report, the Company identified impairment indicators related to its Brazilian gaming operations due to adverse regulatory developments and continued operating losses. Following the issuance of Brazilian Provisional Measure No. 1,394/2026 on September 25, 2026, which prohibits fixed-odds sports betting and online casino-style betting throughout Brazil, including offerings by foreign operators to persons in Brazil, management performed an impairment assessment in accordance with ASC 360. Based on projected future cash flows and estimated fair values, the Company recognized an impairment loss of approximately $5.5 million, consisting of $4.1 million related to its Brazilian gaming license, and $1.4 million related to the Magicbet777 domain and associated player database, which were previously acquired by the Company as part of its expansion into the Brazilian gaming market. Following the acquisition, the acquired players were migrated to the Company's Meridianbet platform, through which the Company conducted its Brazilian gaming operations. The impairment was primarily attributable to regulatory restrictions imposed on online gaming operations in Brazil, which significantly reduced the expected future cash flows and economic benefits associated with these assets. Additionally, the Company recognized an impairment loss of approximately $92,000 related to trademarks acquired in connection with the acquisition of Media Games Malta in July 2024. Media Games Malta ceased its operations in January 2026 as part of the Company's business restructuring decision to discontinue certain operations. As a result of the cessation of operations, management determined that the associated trademarks were no longer expected to generate future economic benef…
Excerpt shortened here; the source contains the full paragraph.
Current report
Total operating expenses. Total operating expenses, including selling, general and administrative expenses and impairment losses, increased by $11,368,029, or 14.6%, to $89,125,920 for the nine months ended September 30, 2026, from $77,757,891 for the nine months ended September 30, 2025.
Current report
*Interest earned.*Interest earned increased by $53,316, to $176,172 for the nine months ended September 30, 2026, from $122,856 for the nine months ended September 30, 2025. The increase was mainly due to interest income from Eurobonds.
Removed paragraphs (9)
Previous report
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 report
*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 report
Marketing expenses for the three months ended June 30, 2026, were $5,870,811, compared to $6,705,582 for the three months endedJune 30, 2025, an $834,771 or 12% decrease from the prior period, which was primarily driven by the optimization of marketing costs, which mainly consisted of shifting toward more efficient and cost-effective marketing channels and campaigns.
Previous report
Six*** months endedJune 30, 2026, compared to thesix months endedJune 30, 2025.***
Previous report
*Revenue.*Revenue increased by $14,329,448, or 17%, to $100,297,869 for the six months ended June 30, 2026, from $85,968,421 for the six months ended June 30, 2025. Revenues from online casino from MeridianBet Group increased by $5,622,255, or 23%, to $29,741,393 for the six months ended June 30, 2026, from $24,119,139 for the six 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 $5,107,733, or 26%, to $24,829,582 for the six months ended June 30, 2026, from $19,721,849 for the six 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 $2,859,766, or 25%, to $14,342,419 for the three months ended June 30, 2026, from $11,482,653 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 report
Gross profit. Gross profit increased by $6,426,180, or 13%, to $54,999,160 for the six months ended June 30, 2026, from $48,572,980 for the six months endedJune 30, 2025. MeridianBet Group gross profit from online casinos increased by $2,841,838 or 17%; gross profit from online sports betting increased by $2,664,101, or 19%, and gross profit from retail sports betting and retail casino increased by $1,476,246 or 18% for the six months ended June 30, 2026, compared to the six months endedJune 30, 2025. The increase in gross profits was due to the increase in the revenues as discussed above.
Previous report
Marketing expenses for the six months ended June 30, 2026, were $12,263,264, compared to $12,751,378 for the six months ended June 30, 2025, a $488,114 or 4% decrease from the prior period, which was primarily driven by the optimization of marketing costs, which mainly consisted of shifting toward more efficient and cost-effective marketing channels and campaigns.
Previous report
*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 report
Net income (loss) attributable to**MRDN. Net income attributable to MRDN increased by $8,241,798 to $4,425,845 for the six months ended June 30, 2026, from a net loss of $3,815,953 for the six months ended June 30, 2025. The increase was mainly due to higher revenues, gross profits as well as lower costs as discussed above.
Reworded paragraphs (43)
Previous 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.
Current wording
We (i) operate online sports betting, online casino, and gaming operations in 19 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 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.
Current wording
We are a well-established brand and operator in the sports betting and gaming industry, spanning across 19 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 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.
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 101 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 $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.
Current wording
We had $15,981,765 cash on hand and a working capital deficit of $9,100,473 as of September 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
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”.
Current wording
The Company had $15,981,765 of cash on hand at September 30, 2026 and total assets of $97,468,691 ($32,516,844 of which were current assets) and a working capital deficit of $9,100,473 as of September 30, 2026. The working capital deficit was mainly due to $6,705,268 of current portion of long-term loans included in current liabilities, as well as $24,710,733 of accounts payable. Included in total assets at September 30, 2026 was $2,954,668 of goodwill and $21,726,143 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 $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.
Current wording
The decrease in cash of $(2,096,535) between September 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, as discussed in greater detail below under “Cash Flows”.
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 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.
Current wording
Cash flows from operating activities include net loss adjusted for certain non-cash expenses, and changes in operating assets and liabilities. Non-cash expenses for the nine months ended September 30, 2026, mainly include loss on impairment, amortization expenses on intangible assets, depreciation on property plant and equipment and bad debt expense.
Previous 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.
Current wording
The Company generated cash from operating activities of $17,739,427 during the nine months ended September 30, 2026, due primarily to $11,530,653 of impairment losses, a $4,438,351 increase in accounts payable and accrued liabilities, $3,913,460 of amortization expenses relating to intangible assets, and $3,959,472 of depreciation expenses, which was mainly offset by a $10,599,813 net loss, and a $1,154,473 increase in other current assets.
Previous 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.
Current wording
The Company generated cash from operating activities of $17,149,595 during the nine months ended September 30, 2025, due primarily to a $6,169,306 increase in accounts payable and accrued liabilities, $3,003,054 of stock-based compensation, $2,025,763 of non-cash interest expense related to debt discount amortization, $7,193,854 of amortization expenses relating to intangible assets, and $4,193,434 of depreciation expenses, which was mainly offset by a $3,576,306 net loss, a $1,430,867 increase in inventories, and a $1,414,498 increase in accounts receivable.
Previous 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.
Current wording
During the nine months ended September 30, 2026, cash used in investing activities was $6,127,253, which was primarily due to $980,390 paid to acquire subsidiaries, $3,064,459 spent on intangible assets, and $1,508,404 spent on property, plant and equipment.
Previous 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.
Current wording
During the nine months ended September 30, 2025, cash used in investing activities was $15,106,190, which was primarily due to $1,709,971 of consideration paid to the former owners of MeridianBet Group in connection with the Meridian Purchase, $715,650 of consideration paid to acquire subsidiaries, $8,229,598 spent on intangible assets, and $4,424,257 spent on property, plant and equipment.
Previous 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.
Current wording
During the nine months ended September 30, 2026, cash used in financing activities was $11,290,224, which was primarily due to repayments on debt of $9,043,611 and a repayment of lease of $2,245,498. Lease payments relate to regular monthly rent for the Company’s retail betting locations and offices, recognized under ASC 842.
Previous wording
During the six months ended June 30, 2025, cash used in financing activities totaled $14,301,175. This was primarily driven by debt repayments of $15,060,133 and lease repayments of $1,093,927, partially offset by $1,172,000 in loan proceeds, attributable to short-term credit line agreement in the amount of EUR 1,000,000 (approximately $1,172,000) from UniCredit Bank, and $632,813 in net proceeds after commissions, from the sale of common stock under the Distribution Agreement as part of at-the-market sales.
Current wording
During the nine months ended September 30, 2025, cash used in financing activities totaled $17,124,592. This was primarily driven by debt repayments of $17,989,308 and lease repayments of $1,999,714, partially offset by $1,172,000 in loan proceeds, attributable to short-term credit line agreement in the amount of EUR 1,000,000 (approximately $1,172,000) from UniCredit Bank, and $1,692,430 in net proceeds after commissions, from the sale of common stock under the Distribution Agreement as part of at-the-market sales.
Previous 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.
Current wording
The Company had a net decrease in cash of $2,096,535 for the nine months ended September 30, 2026, which is mainly due to repayment of debt, and 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, 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.
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, impairment losses related to goodwill and other intangible assets, 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
Three months endedJune 30, 2026***, compared to the three months endedJune 30, 2025.***
Current wording
Three months endedSeptember 30, 2026***, compared to the three months endedSeptember 30, 2025.***
Previous 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.
Current wording
*COGS.*Costs of goods (COGS) sold increased by $221,871, or 1.1%, to $21,151,756 for the three months ended September 30, 2026, from $20,929,885 for the three months ended September 30, 2025. Cost of goods sold from the RKings and CFAC segment decreased by $1,416,165, or approximately 16.9%, from $8,385,104 for the three months ended September 30, 2025, to $6,968,939 for the three months ended September 30, 2026. The decrease was primarily attributable to a reduction in the average prize value per competition. Although the total number of competitions increased during the period, the lower average prize value resulted in an overall decrease in the cost of goods sold. MeridianBet Group COGS from online casino, online sports betting, retail casino, retail sports betting, bars and franchise fees increased by $1,413,428 in total, or 14%, to $11,798,436 for the three months ended September 30, 2026, from $10,385,008 for the three months ended September 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
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.
Current wording
Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) consisted primarily of stock-based compensation, depreciation expenses, amortization expenses, salary and wages, professional fees, marketing expenses, bad debt expenses, rents and utilities, as discussed below.
Previous 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.
Current wording
Amortization expenses for the three months ended September 30, 2026, were $1,356,786, compared to $2,575,834 for the three months endedSeptember 30, 2025, a $1,219,048, or 47.3% 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 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.
Current wording
Salaries and wages for the three months ended September 30, 2026, were $6,852,033, compared to $6,550,945 for the three months endedSeptember 30, 2025, a $301,088 or 4.6% 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
Professional fees for the three months ended June 30, 2026, were $1,097,191, compared to $1,155,410 for the three months endedJune 30, 2025, a $58,219 or 5% decrease from the prior period. The decrease was primarily attributable to lower legal and advisory fees due to fewer acquisition, financing, and other corporate transaction activities during the current period.
Current wording
Professional fees for the three months ended September 30, 2026, were $815,261, compared to $933,433 for the three months endedSeptember 30, 2025, a $118,172 or 12.7% decrease from the prior period. The decrease was primarily attributable to lower legal and advisory fees due to fewer acquisition, financing, and other corporate transaction activities during the current period.
Previous 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.
Current wording
Rents and utilities for the three months ended September 30, 2026, were $2,575,092, compared to $2,209,303 for the three months endedSeptember 30, 2025, a $365,789 or 16.6% 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 $1,181,484, 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.
Current wording
*Interest expense.*Interest expense decreased by $264,383, or 51.8%, to $246,253 for the three months ended September 30, 2026, from $510,636 for the three months ended September 30, 2025. The decrease was primarily attributable to the Company's continued repayment of outstanding loan balances, resulting in lower interest expense during the period.
Previous wording
*Interest earned.*Interest earned increased by $18,249, to $35,133 for the three months ended June 30, 2026, from $16,884 for the three months ended June 30, 2025. The increase was mainly due to interest income from Eurobonds.
Current wording
Interest earned.Interest earned increased by $73,004, to $135,040 for the three months ended September 30, 2026, from $62,036 for the three months ended September 30, 2025. The increase was mainly due to interest income from Eurobonds.
Previous wording
*Foreign exchange loss.*Foreign exchange loss increased by $98,620, to $162,075 for the three months ended June 30, 2026, compared to $63,455 for the three months ended June 30, 2025. The increase in loss 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 loss.*Foreign exchange loss increased by $919,856, to $102,655 for the three months ended September 30, 2026, compared to a foreign exchange gain of $817,201 for the three months ended September 30, 2025. The increase in loss 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.
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 June 30, 2026, and 2025, other income amounted to $572,182 and $591,576, 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 September 30, 2026, and 2025, other income amounted to $574,359 and $634,458, 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 24.21% 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.
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 -16.47% and -11.05% for the nine months ended September 30, 2026 and 2025, respectively. In addition, our effective tax rate was -1.23% and 32.76% for the three months ended September 30, 2026 and 2025, respectively. The change in the effective tax rate for the nine months ended September 30, 2026, compared with the same period in 2025, was primarily due to a change in the jurisdictional mix of income.
Previous 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 six months ended June 30, 2026, and 2025, net loss attributable to noncontrolling interest amounted to $295,818 and $174,155, respectively. The increase in loss was primarily driven by higher net losses generated by these entities during the six months ended June 30, 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 September 30, 2026 and 2025, net loss attributable to noncontrolling interests amounted to $1,473,443 and $152,212, respectively, representing an increase of $1,321,231. The increase was primarily attributable to higher net losses incurred by Meridian Gaming Brazil SPE Ltda. during the three months ended September 30, 2026, principally resulting from the impairment charges recognized in connection with its gaming operations in Brazil, as discussed above.
Previous wording
*COGS.*Costs of goods (COGS) sold increased by $7,903,268, or 21%, to $45,298,709 for the six months ended June 30, 2026, from $37,395,441 for the six 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 $6,670,939, or 41%, to $23,041,265 for the six months ended June 30, 2026, from $16,370,326 for the six 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.
Current wording
*COGS.*Costs of goods (COGS) sold increased by $8,125,139, or 13.9%, to $66,450,465 for the nine months ended September 30, 2026, from $58,325,326 for the nine months ended September 30, 2025. MeridianBet Group COGS from online casino, online sports betting, retail casino, retail sports betting, bars and franchise fees increased by $8,084,367, or 30%, to $34,839,701 for the nine months ended September 30, 2026, from $26,755,333 for the nine months ended September 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 $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.
Current wording
Gross profit. Gross profit increased by $4,852,913, or 6.5%, to $79,812,316 for the nine months ended September 30, 2026, from $74,959,403 for the nine months endedSeptember 30, 2025. MeridianBet Group gross profit from online casinos increased by $4,001,045 or 15%; gross profit from online sports betting increased by $1,245,448 , or 6%, and gross profit from retail sports betting and retail casino increased by $1,102,096 or 9% for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase in gross profits was due to the increase in the revenues as discussed above. Gross profit from the RKings and CFAC segment decreased by $1,702,469, or approximately 19.0%, from $8,960,603 for the nine months ended September 30, 2025, to $7,258,134 for the nine months ended September 30, 2026. The decrease was primarily attributable to lower revenues and an increase in cost of goods sold during the period, resulting in a decline in the segment's gross profit margin from 27.2% to 22.7%.
Previous wording
General and administrative expenses (G&A). General and administrative expenses decreased by $1,581,746, or 3%, to $49,402,101 for the six months ended June 30, 2026, from $50,983,847 for the six 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.
Current wording
Selling, general and administrative expenses. Selling, general and administrative expenses consisted primarily of stock-based compensation, depreciation expenses, amortization expenses, salary and wages, professional fees, marketing expenses, bad debt expenses, rents and utilities, as discussed below.
Previous wording
Stock-based compensation (within G&A) for the six months ended June 30, 2026, was $150,765, compared to $2,368,036 for the six months ended June 30, 2025, representing a $2,217,271 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.
Current wording
Stock-based compensation (included in SG&A) for the nine months ended September 30, 2026, was $537,005, compared to $2,914,451 for the nine months ended September 30, 2025, representing a $2,377,446 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 six months ended June 30, 2026, were $2,556,674, compared to $4,618,020 for the six months ended June 30, 2025, a $2,061,346, or 45% 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 nine months ended September 30, 2026, were $3,913,460, compared to $7,193,854 for the nine months ended September 30, 2025, a $3,280,394, or 45.6% 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 six months ended June 30, 2026, were $14,276,592, compared to $13,132,804 for the six months ended June 30, 2025, a $1,143,788 or 9% 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 nine months ended September 30, 2026, were $21,128,625, compared to $19,683,749 for the nine months ended September 30, 2025, a $1,444,876 or 7.3% 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
Professional fees for the six months ended June 30, 2026, were $1,998,683, compared to $2,075,650 for the six months ended June 30, 2025, a $76,967 or 4% decrease from the prior period. The decrease was primarily attributable to lower legal and advisory fees due to fewer acquisition, financing, and other corporate transaction activities during the current period.
Current wording
Professional fees for the nine months ended September 30, 2026, were $2,813,944, compared to $3,009,083 for the nine months ended September 30, 2025, a $195,139 or 6.5% decrease from the prior period. The decrease was primarily attributable to lower legal and advisory fees due to fewer acquisition, financing, and other corporate transaction activities during the current period.
Previous wording
Rents and utilities for the six months ended June 30, 2026, were $4,127,481, compared to $3,509,304 for the six months ended June 30, 2025, a $618,177 or 18% 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 nine months ended September 30, 2026, were $6,702,573, compared to $5,718,607 for the nine months ended September 30, 2025, a $983,966 or 17.2% 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 $2,299,118, or 78%, to $653,911 for the six months ended June 30, 2026, from $2,953,029 for the six 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 year. In addition, the Company continued to repay the outstanding balances of its other loans, which further reduced interest expense during the period.
Current wording
*Interest expense.*Interest expense decreased by $2,563,501, or 74%, to $900,164 for the nine months ended September 30, 2026, from $3,463,665 for the nine months ended September 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 year. In addition, the Company continued to repay the outstanding balances of its other loans, which further reduced interest expense during the period.
Previous 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.
Current wording
*Foreign exchange gain (loss).*Foreign exchange results decreased by $1,864,338, to a loss of $676,924 for the nine months ended September 30, 2026, compared to a gain of $1,187,414 for the nine months ended September 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.
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 six months ended June 30, 2026, and 2025, other income amounted to $1,039,270 and $1,097,079, 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 nine months ended September 30, 2026, and 2025, other income amounted to $1,613,629 and $1,731,537, 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 24.21% 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.
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 -16.47% and -11.05% for the nine months ended September 30, 2026 and 2025, respectively. In addition, our effective tax rate was -1.23% and 32.76% for the three months ended September 30, 2026 and 2025, respectively. The change in the effective tax rate for the nine months ended September 30, 2026, compared with the same period in 2025, was primarily due to a change in the jurisdictional mix of income.
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Previous report — wording carried elsewhere
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.