Sharplink, Inc.

Overview

Sharplink undertook a significant strategic shift in June 2025 in our business operations by becoming one of the world’s largest publicly traded companies to adopt Ether (“ETH”), the native token of the Ethereum blockchain, as its primary treasury asset. This strategy reflects the Company’s commitment to align our corporate treasury with the future of programmable finance, digital capital markets and decentralized infrastructure. The Company also operates an online affiliate marketing company that delivers unique fan activation solutions to its sportsbook and online casino gaming partners.

Since launching our treasury strategy, we have successfully raised $3.2 billion in new capital, which materially expanded the Company’s balance sheet and elevated our ETH treasury holdings to become the world’s second largest publicly traded holder of ETH as of the date of this Annual Report on Form 10-K. With this strategic shift, Sharplink streamlined its business-building operations around two distinct reportable segments:

1) ETH Treasury Management. We seek to benefit from our ETH accumulation strategy by (i) potential ETH price appreciation and (ii) protocol-level rewards earned by participating in Ethereum’s proof-of-stake (“PoS”) consensus mechanism. We delegate our ETH to third-party validators (directly or via asset managers) and participate in both native and liquid staking programs. Our staking infrastructure and custody arrangements are designed to meet the governance, security and control standards expected of a public company.

**2) Affiliate Marketing.**Our Affiliate Marketing segment is focused on performance-based customer acquisition services for leading sportsbooks and online casino gaming operators worldwide. Through our iGaming affiliate marketing network, known as PAS.net, Sharplink focuses on driving qualified traffic and player acquisitions, retention and conversions to U.S. regulated and global iGaming operator partners worldwide. In addition, we own and operate a portfolio of direct-to-player, state-specific, affiliate marketing websites designed to attract, acquire and drive local sports betting and online casino gaming traffic to its valued partners which are licensed to operate in each respective state.

ETH Treasury Management Strategy

WE ARE NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AND STOCKHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN A REGISTERED INVESTMENT COMPANY NOR THE PROTECTIONS AFFORDED BY THE COMMODITIES EXCHANGE ACT.

Our decision to accumulate ETH as a core treasury asset is grounded in a forward-looking view of the evolving global financial ecosystem. We believe Ethereum’s unparalleled programmability, security and active developer ecosystem position it as a foundational layer for decentralized finance and Web3 applications. With Ethereum’s transition to a proof-of-stake consensus mechanism and the growth of highly scalable Layer 2 networks, ETH has evolved into a yield-bearing, productive crypto asset with increasing institutional adoption and intrinsic network value. We view ETH as a digital asset trust commodity, offering the potential for long-term appreciation and yield generation as more stablecoins, tokenized real-world assets and decentralized finance utilize the Ethereum ecosystem.

A key aspect of our ETH Treasury Management strategy is to raise capital to be used to increase our ETH holdings. This can come in the form of equity, equity-linked debt, debt of any kind or any other contract or arrangement intended to fund the purchase of ETH, whether or not such financing is formally classified as debt or equity or other forms of offerings or arrangements (“Financings”), designed to maximize stockholder exposure to ETH within a prudent risk management framework. Through the implementation of our Stock Repurchase Program, we maintain the flexibility to buy back stock where it is accretive to stockholders. We have not set a specific target for the maximum amount of ETH we seek to hold.

We diligently track and routinely report key performance indicators designed to offer investors transparency and insight into the execution and effectiveness of our ETH Treasury Management strategies. Among these metrics, our ETH concentration (“ETH Concentration”) and ETH per share, which are used interchangeably, and growing it over time, has emerged as a central performance benchmark and “north star” metric by which we gauge our progress. ETH Concentration, which is calculated by dividing our total ETH holdings by every 1,000 Assumed Diluted Shares Outstanding, reflects both the scale of our ETH accumulation efforts and the capital efficiency of our treasury operations. By prioritizing this metric, we underscore our commitment to driving long-term shareholder value, rather than short-term fluctuations in asset prices or market capitalization.

Assumed Diluted Shares Outstanding represents the sum of (i) our actual shares of Common Stock issued and outstanding as of the end of each reporting period, plus (ii) the additional shares that would be issued upon the assumed exercise or settlement of all outstanding warrants, pre-funded warrants, stock option awards, and restricted stock units (“Assumed Diluted Shares Outstanding”). Assumed Diluted Shares Outstanding is not calculated using the treasury stock method. It does not account for equity award vesting conditions, stock option exercise prices, or contractual restrictions limiting the convertibility of debt instruments. Additionally, it excludes any assumed share repurchases that would ordinarily be considered under the treasury stock method.

ETH Concentration, ETH per share, ETH Net Asset Value (“mNAV”), and/or certain other metrics used by the Company may be considered to be “key performance indicators” (“KPIs”). The Company calculates mNAV using the Company’s enterprise value divided by the total market value of ETH held by the Company. The Company uses ETH Concentration, ETH per share and ETH NAV to help assess the performance of its strategy of acquiring ETH in a manner the Company believes is accretive to stockholders as it relates to the Company’s ETH holdings. The Company believes that ETH Concentration, ETH per share and ETH NAV assist investors in understanding how the Company chooses to fund ETH purchases and the value created by such purchases. These metrics have inherent limitations including not taking into account that our assets are subject to all existing and future liabilities. These metrics are not, and should not be understood as, financial performance, valuation, or liquidity measures. Investors should rely on the financial statements and other disclosures contained in the Company’s SEC filings.

We currently utilize native staking and liquid staking. In native staking, ETH remains onchain with withdrawal credentials controlled by our custodian and rewards are recognized as revenue when earned. In liquid staking, we deposit ETH and receive liquid staked ETH (“LsETH”), a redeemable receipt token; the ETH is derecognized and the LsETH is recorded as an indefinite-lived intangible asset subject to impairment.

On December 20, 2025, the Company executed a strategic collaboration with Consensys Software Inc. (“CSI”), Ether.fi, Eigen Labs, and Anchorage Digital Bank N.A. to deploy a minimum of $200,000 of ETH from its treasury onto Linea, a Zero-knowledge Ethereum Virtual Machine (“zkEVM”) Layer 2 network, over an initial 24-month period. On January 8, 2026, the Company completed its initial deployment of approximately $173,000 of assets to Linea, converting 54,987 ETH to 50,661 units of Wrapped Ether (“WeETH”) in connection with the deployment. The Company is entitled to receive monthly non-cash revenue from Ether.fi, Linea, and Eigen. Such revenue is earned based on the amount of USD-denominated Total Value Locked (“TVL”) that the Company maintains on the Linea network. Incentives are calculated using a basis-point, formula-based calculation applied to eligible TVL balances and are subject to contractual caps. Incentives are paid in ETH, WeETH, or $LINEA on Ethereum Mainnet, depending on the issuing counterparty. WeETH and $LINEA on Ethereum Mainnet is recorded at fair value in accordance with ASC 350-60 and ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Company’s stated principal market.

Importantly, our ETH Treasury Management strategy is complemented by our active participation in the Ethereum ecosystem. We are a founding member of the Linea Consortium, along with Consensys, (seeNote 12 and 15 included in the Consolidated Financial Statements for the years ended December 31, 2025 and 2024), a leading governance body supporting the development of Ethereum’s most aligned Layer 2 blockchain network. Our participation in the consortium enables us to help steer capital allocation toward high-impact infrastructure, public goods and innovation pipelines that are intended to strengthen the long-term utility and defensibility of the Ethereum network, reinforcing the intrinsic value of our own ETH treasury assets.

Continuing Operations

ETH Treasury Management Segment

On June 2, 2025, we formally launched our ETH-centered treasury strategy and established ETH Treasury Management as a dedicated operating segment, recognizing its potential to deliver recurring, yield-based revenue and returns. Our staking revenues are derived from the rewards we earn by actively participating in the Ethereum network’s proof-of-stake consensus mechanism. Specifically, we delegate our ETH holdings to validators that process and verify transactions on the blockchain. In return, we receive protocol-level rewards in ETH, typically proportional to the amount staked and the network’s overall activity and performance. During 2025, our ETH Treasury Management segment includes both native and other ETH denominated tokenized staking protocols.

Staking Yield-Based Revenue Model

Since initiating our ETH Treasury Management operations on June 2, 2025, we have accumulated approximately 868,699 in total ETH holdings, comprised of 604,618 in native ETH and 208,893 in ETH on an as if redeemed basis from LsETH and 55,188 in ETH on an as if converted basis from WeETH, as of March 6, 2026. The ETH holdings were derived through purchases of ETH, receipts of ETH from investors and ETH rewards. For the year ended December 31, 2025, revenues generated from native staking rewards totaled $24,182, from the commencement of staking in June 2025. These native staking rewards represent the ETH-based rewards accumulated through the delegation of ETH to staking validators, which we expect to scale materially in future quarters in correlation with growth in our treasury balance and broader ETH market performance. The foregoing revenue does not include staking rewards generated from our LsETH holdings, seeLiquid Staking Protocol disclosure below.

We view our ETH Treasury Management operations as a core strategic pillar of our broader alignment with the Ethereum ecosystem. Our participation not only yields economic return but also contributes directly to Ethereum’s decentralization, scalability and security. Moreover, we believe staking is foundational to a new generation of blockchain-native capital structures that enable corporations to earn yield without relying on traditional debt instruments, equities, or centralized intermediaries. Our staking efforts are focused on maximizing yield, managing risk and ensuring that our operations meet institutional standards for transparency and efficiency.

On September 24, 2025, the Company entered into a digital transfer agent agreement with Superstate Services LLC with the intent to tokenize the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) on the Ethereum blockchain. As of the date of this filing, the Company has not tokenized any of its Common Stock.

On December 20, 2025, the Company executed a strategic collaboration with Consensys Software Inc. (“CSI”), Ether.fi, Eigen Labs, and Anchorage Digital Bank N.A. to deploy a minimum of $200,000 of ETH from its treasury onto Linea, a zkEVM Layer 2 network, over an initial 24-month period. As of March 6, 2026, we have deployed $173,000 in ETH on Linea. As a public entity operating at the forefront of Digital Asset Treasury (“DAT”) innovation, Linea provides financial institutions with a secure, Ethereum-aligned foundation to execute high-volume operations while benefiting from faster settlement, lower fees and composability with the broader Ethereum ecosystem.

Sharplink is leveraging institutional-grade infrastructure to make its ETH even more productive by unlocking scalable, secure and composable ways to optimize onchain yield. This deployment on Linea brings together leading ecosystem participants in an innovative collaboration that we believe will allow Sharplink to capture highly competitive, risk-adjusted, ETH-denominated returns. Our strategy is supported by institutional-grade risk management, leveraging the scale of our digital asset treasury with the custodian protections of Anchorage Digital Bank and Coinbase Inc., Sharplink’s qualified custodians. Moreover, the yield will combine native Ethereum yield, restaking rewards from securing EigenCloud Autonomous Verifiable Services (AVSs), and direct Linea and ether.fi partner incentives, all within a compliant Layer 2 infrastructure.

Liquid Staking Protocol

As part of our ETH Treasury Management strategy, we participate in liquid staking through the Liquid Collective protocol. In a liquid staking arrangement, we transfer ETH to the protocol and receive LsETH, a fungible ERC-20 receipt token, that represents a proportional interest in the protocol’s pool of staked ETH. LsETH is accounted for as an indefinite-lived intangible asset under ASC 350-30, and recorded at cost, less any impairment losses.

The Liquid Collective protocol establishes a daily Protocol Conversion Rate (“PCR”), which reflects the amount of ETH into which a unit of LsETH is redeemable. The PCR is calculated by dividing the total ETH held by the protocol, including accumulated staking rewards (net of penalties or slashing fees), by the total number of LsETH tokens in circulation. The PCR is updated daily through the protocol’s on-chain infrastructure and is publicly accessible.

The PCR is not a market trading price. The process of redeeming LsETH for ETH is subject to the validator exit queue, bonding periods and other mechanics that may affect the timing and execution of redemption. As a result, we may not be able to redeem our holdings immediately. As of March 6, 2026, the exit queue is approximately nine days.

As of December 31, 2025, we held 204,409 LsETH tokens. The following table presents a roll-forward of our LsETH holdings, including relevant details related to LsETH purchases, redemptions and impairment losses within the periods presented.

The following table shows the number of LsETH held at the end of each respective period, as well as market value calculations of our LsETH holdings based on the lowest, highest, and ending market prices of one LsETH on the Coinbase exchange (our principal market) for each respective period, in thousands, except for number of LsETH and market price:

The amounts reported as “Market Value” in the table above represent only a mathematical calculation consisting of the number of LsETH tokens held by us at the end of the applicable period multiplied by the market price of LsETH as reported on the Coinbase exchange.

The LsETH token is relatively new and the market for LsETH may be subject to manipulation, limited transparency, inconsistent pricing sources and episodic illiquidity. The price information referenced may not reflect actionable market depth or executable prices, and there is no assurance that we would be able to sell our LsETH holdings at the Market Value amounts indicated above, at the quoted market price, or at all. The market infrastructure supporting LsETH remains nascent, and future developments in protocol mechanics, exchange support or regulatory oversight may materially impact pricing, liquidity and valuation methodologies. Accordingly, the Market Value amounts reported above may not accurately reflect the fair market value of LsETH, and the actual realizable value of our holdings could differ materially from the calculated figures.

Market Opportunity and Competitive Positioning

Sharplink operates at the intersection of public markets and digital asset infrastructure, addressing a growing demand for transparent, regulated exposure to core digital assets through established public company structures. As institutional adoption of digital assets continues to evolve, many investors remain constrained to publicly traded securities and seek exposure that combines regulatory oversight, financial reporting discipline, and governance standards with participation in the digital asset ecosystem.

While a number of public companies hold digital assets as an ancillary component of their treasury functions, few are structured with digital asset management as a central element of their capital allocation strategy. At the same time, alternative exposure vehicles such as exchange-traded products generally provide passive price exposure and do not participate in network-level economics or yield generation. Sharplink’s strategy is designed to address this gap by treating digital assets—particularly Ethereum—as a long-term strategic asset rather than a speculative or incidental holding.

Ethereum represents a programmable, yield-generating digital asset that underpins a broad and expanding ecosystem of decentralized applications, financial infrastructure and settlement activity. Following technological advancements to the Ethereum network, including the transition to a proof-of-stake consensus mechanism, ETH has evolved to support native yield generation through staking and related activities. Sharplink’s digital asset management approach seeks to participate in these network economics while maintaining a disciplined risk management framework and compliance with public company governance standards.

A key component of the Company’s strategy is the maintenance of an internal digital asset treasury management function. Sharplink manages its digital asset activities through an in-house team with deep experience in capital markets, institutional-grade risk management and digital asset operations, rather than solely relying on third-party discretionary managers or outsourced treasury platforms. The Company believes that internal management enables greater control over asset custody decisions, staking and yield participation, liquidity management and risk oversight, while allowing treasury activities to be closely integrated with corporate governance, accounting and disclosure processes.

Our digital asset strategy provides operating scalability and leverages institutional expertise. Value creation is driven by disciplined capital allocation, asset appreciation and participation in yield-generating mechanisms within the Ethereum ecosystem. We believe that this approach best allows us to scale our balance sheet exposure without commensurate increases in operating complexity, while retaining flexibility to adapt our allocation strategy as market conditions, technology developments and regulatory frameworks evolve.

As regulatory clarity around digital assets continues to develop, Sharplink believes our public company status, internal controls and disclosure practices position us to operate with a level of transparency and governance that may not be available through alternatives. Our in-house treasury management model is intended to support consistent application of internal policies, risk limits and compliance procedures, and to facilitate timely and accurate financial reporting.

Sharplink believes that the combination of regulated public-market access, an ETH-centered digital asset strategy and internally managed treasury operations positions us to address an under-served segment of the capital markets. By providing stockholders with exposure to the economic activity of the Ethereum network through a publicly traded entity with direct oversight of digital asset management, the Company seeks to align its long-term growth strategy with the continued development and adoption of blockchain-based financial infrastructure.

Institutional Adoption of Ethereum

Institutional adoption of Ethereum represents a foundational shift in global financial infrastructure. The world’s largest and most conservative financial institutions, including BlackRock, Franklin Templeton, Goldman Sachs, and BNY Mellon, are actively building on Ethereum, marking a transition from experimentation to production-scale deployment.

This institutional momentum is evidenced across three primary categories. In stablecoins, over 60% of the $300+ billion market settles on Ethereum, with major issuers including Circle, Tether, and PayPal choosing Ethereum as their primary infrastructure.

In tokenization, institutions have deployed over $18 billion in real-world assets on Ethereum (representing 900x growth since 2023). BlackRock, Franklin Templeton, Ondo, VanEck, J.P. Morgan, Fidelity, and Apollo have each launched tokenized products on Ethereum infrastructure, with market projections reaching $14 trillion according to BCG research. These deployments span U.S. Treasuries, private credit, and traditional securities, demonstrating Ethereum’s capacity to support institutional-grade settlement at scale.

In decentralized finance, Ethereum protocols manage over $50 billion in assets with 72% market dominance, providing 24/7 programmable financial services that operate continuously with full transparency. Ethereum’s infrastructure has delivered over 10 years of continuous uptime with 1,056,000 validators operating across 84 countries, establishing the institutional-grade reliability required for large-scale financial operations.

This proven track record positions Ethereum as the primary settlement layer for the ongoing transformation of global financial markets.

Market Outlook for Digital Asset Treasury (“DAT”) Companies

DAT companies are an emerging segment within the public markets, characterized by the use of digital assets as a core component of a capital allocation strategy rather than a short-term investment. This segment has developed in response to increasing institutional and investor interest in digital assets, alongside demand for access through regulated, publicly traded entities subject to established disclosure, governance, and financial reporting requirements.

Public-market investors seeking exposure to digital assets have historically relied on limited alternatives, including passive exchange-traded products or operating companies whose business performance may not directly correlate with digital asset economics. DAT companies seek to address this gap by providing shareholders with balance sheet exposure to digital assets through a transparent, institutionally governed corporate structure.

The outlook for DAT companies is influenced by several factors, including broader adoption of digital assets, infrastructure maturation, evolving regulatory frameworks and macroeconomic conditions. Advancements in blockchain scalability, security and yield-generating mechanisms, together with increased institutional participation, have expanded potential treasury strategies, as well as improved liquidity, custody solutions and market infrastructure.

As the DAT segment evolves, differentiation among participants is increasingly driven by governance practices, risk management frameworks, treasury expertise and transparency. Market participants with disciplined internal controls, clearly defined investment policies, and experienced treasury management capabilities may be better positioned to manage market volatility. Conversely, the segment remains subject to risks associated with digital asset price fluctuations, regulatory uncertainty, technological change and overall market sentiment.

At Sharplink, we believe that the DAT market is in an early stage of development and will evolve as regulatory clarity improves and investor understanding of DAT strategies increases. Over time, the segment may undergo consolidation or specialization as market participants refine their approaches and differentiate themselves based on governance quality, strategy execution and risk management practices.

Competitive Landscape

Sharplink operates within a competitive landscape against entities offering exposure to digital assets through public and private market structures.

Within the public markets, we compete indirectly with digital asset exchange-traded products (“ETPs”). These products generally do not engage in active treasury management or, in some cases, participate in network-level economics, such as staking or other yield-generating activities.

The Company also competes with other public companies that hold digital assets on their balance sheet including ETH-centric, Bitcoin-centric or diversified digital asset reserve models. In many cases, these holdings are ancillary to the companies’ core operating businesses, and may not be supported by dedicated internal treasury teams. According to The National Law Review, by late 2025, more than 200 U.S. public companies had adopted digital asset treasury strategies and raised more than an estimated $100 billion for crypto acquisitions.(Source: The National Law Review, Digital Asset Treasury Companies - Structure and Regulation, November 3, 2025.) Independent market commentary further suggests that corporate allocations to digital assets could reach the low-hundreds of billions of dollars over the next several years, although actual amounts raised may differ materially based on market conditions, regulatory developments and investor demand.

In addition, the Company competes indirectly with crypto-native firms, private funds and offshore investment vehicles that offer managed digital asset exposure. While such entities may pursue a wider range of digital asset strategies that differ from our own, they typically operate outside the U.S. public company reporting framework and may be subject to different regulatory, disclosure and governance standards, which can limit accessibility for certain investors.

As the digital asset treasury segment matures, the competitive landscape may evolve through increased mergers and acquisitions (“M&A”) and broader consolidation among public companies and other market participants. As more firms adopt similar digital asset treasury strategies, differentiation may increasingly occur through strategic combinations rather than standalone growth, with consolidation potentially favoring fewer, larger participants with greater scale, operational capabilities and capital efficiency.

Potential consolidation activity could influence competitive dynamics in the DAT sector, as investors and capital markets place greater emphasis on scale, governance, management expertise, internal controls and treasury execution. Larger or well-capitalized participants may seek to acquire smaller or less differentiated companies to expand balance sheet scale, enhance capabilities or access specialized assets or talent. There can be no assurance that such transactions will occur on favorable terms or that consolidation will benefit Sharplink or our stockholders; and M&A activity may be affected by market conditions, regulatory developments or investor sentiment.

Competitive Strengths

Sharplink believes the following attributes position the Company to compete effectively within the DAT segment:

Key Growth Strategies

Sharplink’s growth strategy is focused on disciplined capital allocation, balance sheet optimization and strategic flexibility within the evolving digital asset treasury segment. The Company seeks to grow shareholder value through the following key initiatives:

Affiliate Marketing Segment

In December 2021, the Company acquired certain assets of FourCubed, including its online casino gaming-focused affiliate marketing network, PAS.net (“PAS”). PAS operates an established international affiliate platform that connects regulated online casino and gaming operators with prospective players through performance-based marketing arrangements. PAS has operated for approximately two decades and maintains long-standing relationships with a number of online gaming operators.

The acquisition of FourCubed expanded the Company’s affiliate marketing capabilities through the addition of experienced personnel and existing contractual relationships with casino gaming operators, under which the Company earns commissions based on player acquisition and gaming activity.

In November 2022, the Company expanded its affiliate marketing activities into the U.S. sports betting market through the launch of a portfolio of state-specific, content-driven websites designed to direct users to licensed sportsbook and online casino operators. These websites are structured to comply with applicable state regulatory requirements and are tailored to individual jurisdictions in which online sports betting and casino gaming are permitted. As of March 2026, we operated affiliate marketing properties serving 15 U.S. states (with current emphasis in Michigan, New Jersey, Pennsylvania and West Virginia), and are licensed or otherwise authorized to operate in 32 jurisdictions. Traffic acquisition is primarily driven through search engine optimization and targeted digital advertising.

The affiliate marketing industry is highly competitive and includes a large number of domestic and international participants competing for user traffic, search engine rankings and operator relationships. Competitive factors include brand recognition, content quality, marketing efficiency, regulatory compliance and the terms of affiliate agreements with gaming operators.

Affiliate Marketing Services Revenue Model

The Company generates affiliate marketing revenue by earning commissions from sportsbook and casino operators for new depositing customers referred through its affiliate platforms. Depending on the applicable jurisdiction, regulatory framework and commercial arrangements, commissions are earned on a cost-per-acquisition (“CPA”) basis or as a percentage of net gaming revenue (“NGR”) generated by referred players over time.

While the Company continues to operate its affiliate marketing segment, management’s strategic focus has shifted toward digital asset treasury activities. The affiliate marketing business is managed to preserve value and cash flow, subject to market conditions, and is not considered the Company’s primary growth platform.

Organizational History

Shift in Primary Business Strategy to Digital Asset Treasury Management

In response to evolving market conditions and capital markets developments, we began reassessing our long-term strategic focus in the spring of 2024. After evaluating numerous strategic opportunities over a period spanning 14 months, in the second quarter of 2025 management determined to shift the Company’s primary emphasis toward digital asset treasury activities, including the development of an ETH-centered digital asset treasury management strategy. While we continue to operate our legacy affiliate marketing business, our organizational focus has transitioned toward the management of digital assets as a core component of our long-term business plan.

Discontinued Operations

Sharplink’s business platform previously included the provision of Free-To-Play (“F2P”) sports game and mobile app development services to a marquis list of customers, which included several of the biggest names in sports and sports betting, including Turner Sports, NBA, NFL, PGA TOUR, NASCAR and BetMGM, among others. In addition, we previously owned and operated a variety of proprietary real-money fantasy sports and sports simulation games and mobile apps through our SportsHub/fantasy sports business unit, which also owned and operated LeagueSafe, one of the fantasy sports industry’s most trusted sources for collecting and protecting private fantasy league dues.

On January 18, 2024, Sharplink sold all of the issued and outstanding membership interests, in our Sports Gaming Client Services and SportsHub Gaming Network business units to RSports Interactive, Inc. (“RSports”) for $22,500 in an all-cash transaction (the “Sale of Business”), pursuant to the signing of a Purchase Agreement and other related agreements. Nearly all the employees of these acquired business units moved to RSports to help ensure a seamless transaction.

The historical results of our Sports Gaming Client Services, SportsHub Gaming Network and MTS businesses have been reflected as discontinued operations in our consolidated financial statements for the period prior to the Sale of Business.See Note 14 - Discontinued Operationsincluded in the Consolidated Financial Statements for the years ended December 31, 2025 and 2024.

Government Regulation

Overview

Our operations are subject to extensive and evolving regulation in the jurisdictions in which we operate. These regulatory regimes include, among others, laws and regulations governing digital assets, securities, financial reporting, online gaming and sports betting, advertising and marketing practices, data privacy and anti-money laundering and sanctions compliance. Regulatory requirements may change rapidly, and the interpretation or application of existing laws may evolve over time. Compliance with these regulations requires ongoing monitoring and may result in increased operating costs, restrictions on business activities, or changes to the Company’s strategy.

Regulation of Digital Assets and Treasury Activities

Regulatory frameworks applicable to digital assets in the United States and internationally continue to evolve and, in certain respects, have become more clearly defined in recent periods. Multiple regulatory authorities have undertaken efforts to provide additional clarity on how digital assets are treated under existing laws and to develop frameworks for digital asset markets.

On January 21, 2025, the U.S. Securities and Exchange Commission (“SEC”) established a dedicated Crypto Task Force, led by SEC Commissioner Hester M. Peirce, with a mandate to evaluate and recommend policy approaches for digital assets, including potential pathways for registration, disclosure frameworks, asset classification and the application of federal securities laws to digital asset markets and intermediaries. The Crypto Task Force’s stated goals include drawing clearer regulatory lines, providing realistic paths for registration when warranted, and deploying enforcement resources judiciously in connection with digital asset activities.

On January 23, 2025, the President of the United States issued Executive Order 14178, titled “Strengthening American Leadership in Digital Financial Technology,” which revoked certain prior executive orders and directed federal agencies to engage in the development of a coordinated regulatory framework for digital assets. The executive order also prohibited the establishment, issuance or promotion of a central bank digital currency and established a President’s Working Group on Digital Asset Markets tasked with proposing federal regulatory recommendations within a specified period.

These federal initiatives have coincided with a shift in emphasis by certain regulators from enforcement actions toward efforts to clarify regulatory expectations for digital assets and market participants. For example, many high-profile enforcement actions initiated in prior years have been dismissed, and certain accounting guidance that posed practical impediments to institutional digital asset holdings has been rescinded or revised.

In addition, Congress has passed legislation affecting digital asset markets, including legislation establishing comprehensive regulatory standards for stablecoins, which was signed into law on July 18, 2025. The Guiding and Establishing National Innovation for U.S. Stablecoins Act (GENIUS Act) requires that stablecoins be backed one-for-one by specified low-risk assets and establishes a dual federal and state supervisory regime for stablecoin issuers.

While these developments may contribute to increased clarity regarding the regulatory treatment of certain digital asset activities, the regulatory environment remains complex and subject to change. Regulatory authorities continue to assess and refine their approaches to digital asset classification, market structure and compliance expectations. There can be no assurance that future regulatory actions will be consistent with current interpretations or that such developments will benefit the Company’s operations or strategic objectives.

We actively monitor regulatory developments affecting digital asset markets and seek to conduct our digital asset treasury activities in a manner consistent with applicable laws, public company disclosure obligations and internal governance and risk management policies.

Securities Laws and Public Company Regulation

As a publicly traded company, Sharplink is subject to the reporting, disclosure, governance, and internal control requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated by the SEC. These requirements include periodic reporting obligations, disclosure controls and procedures, internal control over financial reporting and compliance with applicable stock exchange listing standards.

The Company’s digital asset holdings and treasury activities are reflected in its financial statements and disclosures in accordance with applicable accounting standards and SEC guidance. Changes in accounting standards, disclosure expectations or regulatory interpretations relating to digital assets could affect the manner in which the Company reports its financial position and results of operations.

Regulation of Online Gaming and Affiliate Marketing Activities

The Company’s legacy affiliate marketing business operates in connection with online gaming and sports betting markets that are subject to extensive regulation at the international, federal, state, and local levels. Regulatory frameworks governing online gaming and sports betting vary significantly by jurisdiction and may impose licensing, registration, reporting, advertising, and operational requirements on gaming operators and, in certain cases, their marketing partners.

In the United States, online sports betting and casino gaming are regulated primarily at the state level. The Company operates affiliate marketing websites only in jurisdictions where online gaming or sports betting is permitted and where the Company is licensed or otherwise authorized to operate. State gaming regulators may impose restrictions on marketing practices, content, disclosures, and compensation arrangements, and may require ongoing compliance audits or reporting.

Internationally, the Company’s affiliate marketing activities may be subject to the laws and regulations of the jurisdictions in which its operator partners are licensed or in which users are located. These regulations may change, and failure to comply could result in penalties, suspension of operations or termination of affiliate relationships.

Advertising, Marketing, and Consumer Protection Laws

Our affiliate marketing activities are subject to federal and state laws governing advertising, marketing and consumer protection, including laws relating to deceptive or unfair practices. These regulations may affect the content, presentation, and distribution of marketing materials, including disclosures regarding responsible gaming, age restrictions and promotional offers. Search engine providers, digital advertising platforms and content distribution channels may also impose their own policies and restrictions on gaming-related advertising, which can change over time and may impact our ability to attract traffic or monetize our affiliate properties.

Data Privacy and Cybersecurity Regulation

The Company is subject to data protection and privacy laws governing the collection, use, storage and security of personal information. These laws include, among others, U.S. federal and state privacy statutes and, where applicable, international data protection regulations. Compliance with these requirements may require the implementation of technical, administrative and organizational safeguards and may increase operating costs. Cybersecurity risks and data protection obligations are also subject to evolving regulatory standards, including SEC disclosure requirements related to cybersecurity incidents and risk management practices.

Anti-Money Laundering and Sanctions Compliance

Certain aspects of our operations, including digital asset activities and relationships with gaming operators, may be subject to anti-money laundering (“AML”), counter-terrorist financing and economic sanctions laws. While we do not directly process customer wagers or hold customer funds, we maintain policies and procedures designed to support compliance with applicable laws and to mitigate the risk of facilitating prohibited activities.

Regulatory Uncertainty

The regulatory environment applicable to digital assets, online gaming, and related technologies is complex and subject to change. New laws, regulations, or interpretations could be enacted or adopted that may adversely affect the Company’s operations, require significant compliance expenditures, or limit the Company’s ability to pursue its business strategy. Regulatory developments in one jurisdiction may influence regulatory approaches in others. See Item 1A. “Risk Factors” titled “We may be subject to regulatory developments related to digital assets and digital asset markets, which could adversely affect our business, financial condition, and results of operations”and“We and our sports betting and iGaming partners are subject to complex laws and regulations, which are subject to change and interpretation, and which could subject us to claims or otherwise harm us and our clients. Any change in existing regulations or their interpretation, or the regulatory climate and requirements applicable to us or our partners’businesses, could have a material adverse impact on our business, prospects, financial condition and results of operations.”

Compliance

The Company maintains policies, procedures and internal controls designed to support compliance with applicable laws, regulations and reporting obligations across our operations. These include compliance frameworks addressing securities laws, public company disclosure requirements, digital asset custody and treasury management practices, online gaming and affiliate marketing regulations, data privacy and cybersecurity obligations and anti-money laundering and sanctions considerations. Our compliance efforts are supported by internal governance structures, management oversight and, where appropriate, external advisors. Compliance requirements applicable to our businesses are complex and continue to evolve, particularly with respect to digital assets and regulated gaming activities, and may require ongoing enhancements to policies, systems and controls. While we endeavor to maintain compliance with all applicable requirements, there can be no assurance that regulatory authorities will not take positions that differ from our interpretations or that compliance costs and obligations will not increase over time.

Our Headquarters

Our principal executive offices are located at 200 S. Biscayne Boulevard, Miami, Florida 33131. Our website address is www.sharplink.com. The information contained on, or that can be accessed through, our website is not a part of this Annual Report. We have included our website address in this Annual Report solely as an inactive textual reference.

Human Capital Resources

As of December 31, 2025, we employed a total of 15 full-time employees. We acknowledge that our employees are our most valued asset and the driving force behind our success.

Intellectual Property

Intellectual property rights are important to the success of Sharplink’s business. We rely on a combination of trademark, trade secret, confidentiality, database protection and other intellectual property laws in the United States and other jurisdictions, as well as contractual protections, to safeguard our proprietary assets. These assets include, among other things, our brands, domain names, databases, operational know-how and proprietary processes associated with both our digital asset treasury activities and legacy affiliate marketing operations.

With respect to our digital asset treasury activities, the Company’s intellectual property primarily consists of proprietary methodologies, internal processes, risk management frameworks, operational procedures and know-how related to digital asset acquisition, custody coordination, treasury operations, staking and yield participation, liquidity management and governance. These elements are generally protected as trade secrets and confidential information, rather than through patents or registered intellectual property rights. We believe that the confidential nature of these processes, combined with contractual and procedural safeguards, provides meaningful protection against unauthorized use or disclosure.

In the United States, Sharplink holds various domain name registrations associated with its businesses and brands and may, from time to time, seek to acquire additional domain names, trademarks or other intellectual property rights as deemed appropriate. As of March 6, 2026, the Company owned 155 domain name registrations.

Where You Can Find Additional Information

Our website is www.sharplink.com. We make available free of charge, on or through our website, our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, if any, or other filings filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after electronically filing or furnishing these reports with the SEC. The SEC also maintains an Internet website, www.sec.gov, which contains reports, information statements, proxy statements, and other information regarding issuers. Further, all filings made by Sharplink when we qualified as a foreign private issuer are also maintained with the SEC. We include our website in this Annual Report on Form 10-K (this “Annual Report”) only as an inactive textual reference. Information contained in our website does not constitute a part of this Annual Report.