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Sharplink, Inc.

For the period ended Mar 17, 2026. Filed Mar 17, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 17, 2026 · Filed Mar 17, 2026

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SBET$6.24-2.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Fellow Stockholders:

On behalf of the Board of Directors and our management team, I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Sharplink, Inc. to be held virtually on April 10, 2026. The accompanying proxy statement contains important information about the matters to be voted upon at the meeting and provides insight into our governance, leadership and executive compensation practices.

In 2025, Sharplink repositioned its corporate strategy to focus on institutional-grade ETH treasury management. Through this strategic shift, the Company established itself as a publicly-traded platform, providing investors with transparent exposure to ETH through disciplined treasury management and active participation in the Ethereum ecosystem. Through sound execution of this strategy, Sharplink is the world’s second-largest publicly traded holder of ETH, holding over 869,000 ETH as of March 2026.

Underpinning our strategy is our belief that Ethereum is and will remain the dominant settlement layer for decentralized finance, tokenized assets and stablecoins; and that its increasing adoption by global financial institutions represents a fundamental shift in the architecture of modern financial markets. Sharplink is building the only pure-play public company platform that provides investors with institutional-grade exposure to productive ETH while maintaining the governance, transparency and reporting standards expected of a public company.

A central component of our progress during 2025 was our success in the capital markets. Last year, Sharplink raised approximately $3.2 billion through a combination of at-the-market equity sales, registered direct offerings and institutional equity offerings. We have staked nearly 100% of our ETH since the launch of our treasury and compounded this value to the benefit of stockholders. We’ve built an experienced internal treasury management team responsible for overseeing our ETH holdings and investment strategy.

As presented in our December 31, 2025 Form 10-K, we made significant enhancements to our internal controls and financial reporting infrastructure to support our transition to a large-scale digital asset treasury company.

In addition, we completed a comprehensive rebrand to align our public identity with our Ethereum-focused strategy, including the launch of a website that includes a real-time dashboard which tracks the value of our ETH, staking productivity and stock performance to provide unparalleled transparency.

Validating our pivot, we experienced a surge in our institutional ownership base of our common stock from approximately 6% prior to the launch of our treasury strategy to 46% of outstanding shares as of December 31, 2025. The Company now has the largest percentage of institutional ownership of any ETH treasury.

Our strategy is guided by three core principles.

First, we seek accumulation of ETH in an accretive manner with a focus on increasing ETH per share over time. Rather than simply expanding the size of our balance sheet regardless of the potential dilution of stockholders, we practice disciplined capital allocation to enhance long-term value for our stockholders.

Second, we pursue active treasury management. Through staking, restaking and carefully evaluating onchain and offchain opportunities, we seek to generate ETH-denominated returns above native staking rates, allowing the ETH we hold to actively contribute to long-term value creation.

Third, we operate with the governance, transparency and risk management standards expected of a public company.

At this year’s Annual Meeting, stockholders will be asked to vote on the election of directors, the ratification of our independent registered public accounting firm and an advisory vote on executive compensation. The Board of Directors unanimously recommends that you vote**“FOR”** each of these proposals.

Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, we encourage you to review the proxy materials and submit your proxy as soon as possible.

On behalf of the Board of Directors and our entire team, thank you for your continued support of Sharplink and for your confidence in our strategy.

Sincerely,

/s/ Joseph Chalom

Joseph Chalom

Chief Executive Officer

Sharplink, Inc.

200 S. Biscayne Boulevard, Floor 20

Miami, Florida 33131

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on April 10, 2026

Dear Stockholders:

On behalf of the Board of Directors (the “Board of Directors” or “Board”), I am pleased to invite you to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Sharplink, Inc., a Delaware corporation (the “Company,” “Sharplink,” “we,” “us,” or “our”), to be held at 5:00 P.M. Eastern Time on April 10, 2026 in virtual-only format via live audio webcast. You will only be able to attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/SBET2026.

At the Annual Meeting, stockholders will be asked to consider and vote upon the following items of business as more fully described in the accompanying proxy statement for the Annual Meeting (the “Proxy Statement”):

1.To elect Joseph Lubin, Joseph Chalom, Leslie Bernhard, Obie McKenzie, and Robert Gutkowski to serve as directors until the next annual meeting of stockholders or until their successors have been duly elected and qualified;
2.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;
3.To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers (sometimes referred to as “say-on-pay”); and
4.To transact such other business as may properly come before the Annual Meeting or at any adjournments or postponements thereof.

Our Board of Directors unanimously recommends that you vote “FOR” the election of each of our director nominees and “FOR” proposals 2 and 3.

The Proxy Statement accompanying this Notice of Annual Meeting of Stockholders describes the proposals in detail. Stockholders of record at the close of business on March 6, 2026 (the “Record Date”) are entitled to notice of, to attend, and to vote at, the Annual Meeting or any continuation, postponement or adjournment thereof. As of the Record Date, there were 197,161,623 shares of the Company’s common stock issued and outstanding.

It is anticipated that on or about March 17, 2026, the Company shall commence mailing to all stockholders of record, as of the Record Date, this Notice of Annual Meeting of Stockholders, Proxy Statement, and Proxy Card. Financial and other information concerning the Company, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “2025 Annual Report”), is accessible on the U.S. Securities and Exchange Commission website at www.sec.gov, or on our investor relations page at https://investors.sharplink.com. Our website is not part of this Notice of Annual Meeting of Stockholders or Proxy Statement.

We know of no other matters to be submitted at the Annual Meeting other than as specified in this Notice of Annual Meeting of Stockholders.

You can submit a proxy to vote your shares either by completing and mailing in your proxy or submitting your proxy by Internet, or by phone. If submitting a proxy to vote by Internet or phone, your proxy must be received by 11:59 P.M. Eastern Time on April 9, 2026 to be counted at the Annual Meeting. Detailed proxy voting instructions are provided both in the Proxy Statement and on the enclosed Proxy Card.

YOUR VOTE IS IMPORTANT, WHETHER OR NOT YOU EXPECT TO VIRTUALLY ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE AND SIGN THE PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE FOR WHICH NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES). ALTERNATIVELY, YOU CAN SUBMIT A PROXY TO VOTE YOUR SHARES VIA TELEPHONE OR INTERNET. YOU CAN LATER REVOKE YOUR PROXY, VIRTUALLY ATTEND THE ANNUAL MEETING AND VOTE YOUR SHARES ONLINE. SUBMITTED BY INTERNET OR PHONE, AND A REVOCATION OF A PROXY MUST BE RECEIVED BY 11:59 P.M. EASTERN TIME ON APRIL 9, 2026.

March 17, 2026By Order of the Board of Directors,
/s/ Joseph Lubin
Joseph Lubin
Chairman of the Board of Directors

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on April 10, 2026: Pursuant to the rules of the Securities and Exchange Commission, with respect to the Annual Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all our proxy materials by mail.

TABLE OF CONTENTS

Page
INFORMATION ABOUT THE ANNUAL MEETING1
PROPOSAL NO. 1 ELECTION OF DIRECTORS5
CORPORATE GOVERNANCE7
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS14
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT17
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM18
REPORT OF THE AUDIT COMMITTEE20
PROPOSAL NO. 3 NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION21
EXECUTIVE OFFICERS22
EXECUTIVE AND DIRECTOR COMPENSATION23
OTHER MATTERS36
HOUSEHOLDING OF PROXY MATERIALS36
WHERE YOU CAN FIND MORE INFORMATION36

i

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD APRIL 10, 2026

ContentsView on SEC.gov

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