Sharplink, Inc.
For the period ended Mar 31, 2026. Filed May 8, 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.
Mar 31, 2026 · Filed May 8, 2026
SBET$6.24-2.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001493152-25-021970
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0001493152-26-021981
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 124 previous paragraphs and 117 current paragraphs.
34 unchanged; 46 reworded; 34 added; 40 removed; 4 previous and 3 current paragraphs rearranged.
Tables are not compared: 6 previous and 8 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 (34)
Current report
ITEM 2.**MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Current report
We currently generate yield on our ETH holdings through native staking and liquid staking and restaking arrangements, which include participation in protocols that issue liquid staking tokens (“LSTs”) such as LsETH and liquid restaking tokens (“LRTs”) such as weETH. In native staking, our ETH is deposited into the Ethereum smart contract while withdrawal credentials remain controlled by our custodian, and the underlying ETH is not derecognized. Rewards earned from native staking are recognized as revenue as earned.
Current report
In liquid staking and restaking arrangements, we deposit ETH into third-party protocols and receive LsETH or weETH, respectively, which are redeemable receipt tokens representing a claim on the underlying staked ETH and related rewards. Upon staking ETH through the liquid staking and restaking protocols, the ETH is derecognized and the LsETH and weETH token received concurrently are then recognized. Any gain or loss on the staking transaction is recognized based on the difference between the carrying amount of the ETH staked and the fair value of the LsETH and weETH received; and included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of operations. The LsETH or weETH received is recognized as an indefinite-lived intangible asset accounted for at cost less impairment.
Current report
These receipt tokens may increase in value over time due to protocol-based reward mechanisms reflected in changes in exchange rates relative to ETH; however, such increases do not represent revenue and are not recognized in our financial statements until realized through redemption or sale. Revenue is also recognized for incentives earned from third-party arrangements, which are accounted for separately under applicable revenue recognition guidance.
Current report
Through native staking, we delegate ETH to third-party validators that participate in the Ethereum network’s proof-of-stake consensus mechanism. In return, we earn protocol-level rewards in ETH, which are recognized as revenue as earned and are generally based on the amount of ETH staked and overall network activity.
Current report
We also participate in liquid staking and restaking arrangements, whereby we deposit ETH into third-party protocols and receive liquid staking tokens (“LSTs”), such as LsETH, and liquid restaking tokens (“LRTs”), such as weETH. These tokens represent a redeemable claim on the underlying staked ETH and are accounted for as indefinite-lived intangible assets measured at cost less impairment.
Current report
In addition to staking and restaking rewards, we earn incentive-based revenue from third-party arrangements related to maintaining TVL within certain blockchain ecosystems. These incentives are typically paid in digital assets and are recognized as revenue in accordance with applicable revenue recognition guidance. Changes in the value of LSTs and LRTs arising from protocol-based reward mechanisms are reflected in exchange rate movements relative to ETH and do not constitute revenue until realized through redemption or sale.
Current report
On December 20, 2025, the Company executed the definitive agreement providing for allocation of at least $200 million in ETH for deployment on Linea over the following six months in a risk-managed manner over a multi-year commitment period. The Company expects to leverage Linea’s institutional-grade infrastructure to optimize onchain yield to capture differentiated ETH denominated returns. This differentiated yield is expected to combine native ETH yield, restaking rewards from securing EigenCloud Autonomous Verifiable Services (AVSs), and direct Linea and ether.fi protocol incentives, all within a compliant Layer 2 infrastructure. Consensys will not receive any fees or commission on the Company’s deployment of ETH on Linea. As of March 17, 2026, the Company had completed deployment of $200 million of ETH assets to Linea, converting 71,726 ETH into 66,102 units of weETH in connection with the deployment.
Current report
(a) Earned through rebates offered by protocol provider.
Current report
Liquid Restaking Protocol
Current report
Upon depositing ETH into the ether.fi protocol and minting weETH, we derecognize the ETH transferred and recognize weETH as a new unit of account at its fair value on the mint date. Derecognition reflects the difference between the fair value of weETH received and the carrying amount of the ETH transferred is recognized as a realized gain (loss) on the condensed consolidated statement of operations. Since weETH provides the holder with an enforceable, pro-rata claim on ETH and accumulated rewards held by the ether.fi protocol, weETH fails the scope criterion in ASC 350-60-15-1(b), which requires that a crypto asset not provide the holder with enforceable rights to or claims on underlying goods, services, or other assets. Accordingly, weETH is outside the scope of ASC 350-60 and is accounted for as an indefinite-lived intangible asset under ASC 350-30.
Current report
The liquid restaking protocol uses a floating conversion rate, or PCR, between the receipt token and staked tokens, reflecting the value of accrued network rewards, penalties, and fees associated with the staked ETH. The conversion rate between weETH and ETH increases over time as staking rewards accrue to the protocol; no new or additional tokens are received. In addition to the core weETH accretion, we are entitled to monthly incentive payments funded by ether.fi, Linea, and EigenCloud under a SPA, with Consensys acting as program administrator. We have concluded that ether.fi, Linea, and Eigen are each customers under ASC 606, as they provide consideration in exchange for our service of providing and maintaining TVL on Linea, which is an output of our ongoing treasury operations. Consensys is a conduit and is not considered a customer.
Current report
We consider each incentive stream as variable (based on month-end TVL metrics and subject to contractual caps) and is paid in a noncash form. We estimate variable consideration using the expected value method and the noncash consideration is measured at fair value at contract inception in accordance with ASC 606-10-32-21; subsequent changes in the fair value of the underlying tokens attributable solely to the form of consideration do not adjust the transaction price. We apply the variable consideration allocation exception in ASC 606-10-32-40, allocating each month’s variable consideration to the distinct monthly service period to which it relates. At each month-end, we recognize a receivable for the incentives earned for that period, measured at the fair value of the tokens to be received. Because settlement occurs in digital assets whose fair value fluctuates between the date the receivable is recognized and the settlement date, we have concluded that the receivable contains an embedded derivative. The embedded derivative is subsequently measured at fair value through earnings until settlement. Upon receipt of the tokens, we reclassify the receivable and embedded derivative to the applicable crypto asset account.
Current report
(a) Earned through rebates offered by protocol provider.
Current report
Regulatory Developments — SEC/CFTC Joint Interpretation on Digital Assets (March 17, 2026)
Current report
On March 17, 2026, the SEC and the Commodity Futures Trading Commission (“CFTC”) issued a joint interpretation addressing the application of federal securities and commodities laws to certain digital assets and related transactions. The interpretation is intended to provide market participants with greater clarity regarding the regulatory treatment of digital assets and to support ongoing Congressional efforts to establish a comprehensive digital asset market structure framework.
Current report
The joint interpretation introduces a functional taxonomy distinguishing among digital commodities, digital collectibles, digital tools, stablecoins, and digital securities. It further explains how a digital asset that itself is not a security may nonetheless be sold as part of an “investment contract,” and how such an asset may cease to be subject to an investment contract over time as the underlying facts and circumstances evolve.
Current report
The SEC and CFTC also clarified the application of federal securities laws to airdrops, protocol mining, protocol staking, and the wrapping of non-security digital assets. The agencies stated that the CFTC will administer the Commodity Exchange Act in a manner consistent with the SEC’s interpretation.
Current report
Management is evaluating the potential implications of this interpretation on the Company’s digital asset activities, including the classification, measurement, and disclosure of digital assets held in treasury and any activities involving protocol staking or other network participation. Based on the Company’s current operations and information available as of the date of this filing, the Company does not expect the interpretation to have a material impact on its condensed consolidated financial statements. The Company will continue to monitor regulatory developments and update its disclosures as appropriate.
Current report
Capital Markets Funds Raised -
Current report
We elected not to conduct any sales under our ATM programs for the three months ended March 31, 2026. SeeNote 6 - Equity for results from recently closed capital market offerings.
Current report
April 2026 Annual Meeting of Stockholders
Current report
Termination of Asset Management Agreements
Current report
On April 3, 2026, Sharplink entered into a mutual termination agreement (the “Galaxy Termination Agreement”) with Galaxy Digital Capital Management LP (“Galaxy”) in connection with the mutual termination of that certain asset management agreement by and between the Company and Galaxy, dated May 30, 2025, for certain discretionary investment management services with respect to the Company’s purchase of Ethereum (the “Galaxy Asset Management Agreement”). Pursuant to the Galaxy Termination Agreement, the Galaxy Asset Management Agreement will be terminated effective May 31, 2026.
Current report
On April 3, 2026, the Company also entered into a mutual termination agreement (the “ParaFi Termination Agreement” and together with the Galaxy Termination Agreement, the “Termination Agreements”), with ParaFi Capital LP (“ParaFi”) in connection with the mutual termination of that certain asset management agreement between ParaFi and the Company, dated May 30, 2025, for certain discretionary investment management services with respect to the Company’s purchase of Ethereum (the “ParaFi Asset Management Agreement, and, together with the Galaxy Asset Management Agreement, the “Asset Management Agreements”).
Current report
Pursuant to the ParaFi Termination Agreement, the Galaxy/ParaFi Asset Management Agreement will be terminated effective May 31, 2026. Neither the Company nor Galaxy or ParaFi shall have any remaining or future obligations or commitments to the other party under the Asset Management Agreements other than those amounts pursuant to the Termination Agreements. Further, the Company is not required to pay Galaxy or ParaFi any termination fees or penalties in connection with the mutual termination of the Asset Management Agreements. The decision to enter into the Termination Agreements reflects the Company’s continued evolution, including the addition of internal asset management personnel, and was not the result of any disagreement with either Galaxy or ParaFi.
Current report
Results of Operations(in thousands, except for percentages)**
Current report
Revenue
Current report
Total Losses from Operations
Current report
Operating Loss
Current report
Net Loss
Current report
Cash Flows(in thousands, except for percentages)**
Current report
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Current report
As of March 31, 2026, we had working capital of $12,589. For the three months ended March 31, 2026, we had net loss from continuing operations of $(685,561) compared to a net loss from continuing operations of $(917) reported for the same three-month period in 2025. The net loss from continuing operations was primarily driven by the net unrealized loss on our crypto assets of $(506,664) and impairment of crypto assets at cost of $(191,670) due to price decreases in ETH during the first quarter of 2026.
Removed paragraphs (40)
Previous report
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 staking ETH (“LsETH”), a redeemable receipt token; the ETH is derecognized and the LsETH is recorded as an indefinite-lived intangible asset subject to impairment.
Previous report
Capital Markets Funds Raising -
Previous report
$4.5 Million Offering
Previous report
On May 20, 2025, we entered into a securities purchase agreement (the “May 20, 2025 Purchase Agreement”) pursuant to which we agreed to sell and issue, in a reasonable best efforts registered offering (the “May 20, 2025 Offering”), an aggregate of 34,000 shares (the “May 20, 2025 Shares”) of our common stock and pre-funded warrants (the “May 20 Pre-Funded Warrants”) to purchase up to 1,496,612 shares of common stock (the “May 20, 2025 Pre-Funded Warrant Shares”). The May 20, 2025 Shares were offered at an offering price of $2.94 per May 20, 2025 Share. The gross proceeds from the May 20, 2025 Offering, before deducting the placement agent fees and offering expenses, were approximately $4.5 million. A.G.P./Alliance Global Partners (“A.G.P.”) acted as the sole placement agent for the May 20, 2025 Offering.
Previous report
$425 Million Offering
Previous report
On May 26, 2025, we entered into a securities purchase agreement for a private placement in public entity (the “May 2025 PIPE Offering”), raising gross proceeds of $425.0 million funded in a combination of fiat and Ether. On June 2, 2025, we announced the closing of the May 2025 PIPE Offering was May 30, 2025, and launched our treasury reserve strategy to hold the native cryptocurrency of the Ethereum blockchain, commonly referred to as “Ether” or “ETH,” as our primary treasury reserve asset. Consensys Software Inc. acted as the lead investor in the May 2025PIPE Offering, along with prominent crypto venture capital firms and infrastructure providers, with an intent to assist us in earning distinction as one of the largest ETH-focused treasury strategies in the public markets. A.G.P. acted as the sole placement agent in connection with the May 2025 PIPE Offering.
Previous report
As of September 30, 2025, we had raised total gross proceeds of $2,147,072,919 from sales of shares under our ATM Sales Agreements, before factoring related fees and expenses.
Previous report
August 6, 2025 Registered Direct Offering
Previous report
On August 6, 2025, SharpLink entered into a securities purchase agreement (the “August Purchase Agreement”) with certain institutional investors to sell in a registered direct offering (the “August Offering”) an aggregate of 10,256,411 shares of the Company’s common stock (the “August Shares”). The price per August Share was $19.50, and the gross proceeds from the August Offering, before deducting the placement agent fees, financial advisor fees, and offering expenses, were approximately $200 million. The Company to used the net proceeds received from the August Offering to acquire ETH as for general working capital purposes. The August Shares were offered and sold pursuant to a prospectus, dated May 30, 2025, and a prospectus supplement, dated August 6, 2025, in connection with a takedown from the Company’s effective shelf registration statement on Form S-3ASR (File No. 333-287708). The August Purchase Agreement contained customary representations and warranties that the parties made to, and solely for the benefit of, each other in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The August Purchase Agreement also contained customary conditions to closing, termination rights of the parties, certain indemnification obligations of the Company and ongoing covenants for the Company.
Previous report
On August 6, 2025, the Company entered into a placement agency agreement (the “August Placement Agency Agreement”) with A.G.P., as lead placement agent and SG Americas Securities, LLC, as co-placement agent (“Societe Generale,” and together with A.G.P.., the “Placement Agents”), pursuant to which the Company engaged the Placement Agents as the exclusive placement agents in connection with the August Offering. Cantor Fitzgerald & Co., (“Cantor”) acted as financial advisor to the Company pursuant to an engagement letter with the Company. Pursuant to the August Placement Agency Agreement, the Company paid the Placement Agents a cash fee equal to 5.0% of the aggregate gross proceeds raised from the sale of the shares sold in the Offering less the fees to be paid to Cantor as financial advisor. Notwithstanding the foregoing, the cash fee paid to A.G.P. did not exceed 2.0% of the aggregate gross proceeds raised from the sale of the securities sold in the offering. The balance of the cash fee not payable to the Placement Agents or Cantor was credited back to the Company. The August Placement Agency Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. The August Offering closed on August 8, 2025.
Previous report
August 10, 2025 Registered Direct Offering
Previous report
On August 10, 2025, we entered into a securities purchase agreement (the “Second August Purchase Agreement”) with certain institutional investors to sell in a registered direct offering (the “Second August Offering”) an aggregate of 18,382,353 shares of the Company’s common stock (the “Second August Shares”). The price per Second August Share was $21.76, and the gross proceeds from the Second August Offering, before deducting the placement agent fees, financial advisor fees, and offering expenses, were approximately $400 million. The Company used the net proceeds received from the Second August Offering to acquire ETH as well and for general working capital purposes. The Second August Shares were offered and sold pursuant to a prospectus, dated May 30, 2025, and a prospectus supplement, dated August 10, 2025, in connection with a takedown from the Company’s effective shelf registration statement on Form S-3ASR (File No. 333-287708). The Second August Purchase Agreement contained customary representations and warranties that the parties made to, and solely for the benefit of, each other in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The Second August Purchase Agreement also contained customary conditions to closing, termination rights of the parties, certain indemnification obligations of the Company and ongoing covenants for the Company.
Previous report
On August 10, 2025, the Company entered into a placement agent agreement (the “Second August Placement Agent Agreement”) with AGP as sole placement agent, pursuant to which the Company engaged A.G.P. as the exclusive placement agent in connection with the Second August Offering. Cantor acted as financial advisor to the Company pursuant to an engagement letter with the Company. Pursuant to the Second August Placement Agent Agreement, the Company paid A.G.P. a cash fee equal to 2.5% of the aggregate gross proceeds raised from the sale of the shares sold in the Second August Offering less the fees to be paid to Cantor as financial advisor. The Second August Placement Agent Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. The Second August Offering closed on August 12, 2025.
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July 2025 Special Meeting of Stockholders
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September 2025 Special Meeting of Stockholders
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Appointment of Superstate as Digital Transfer Agent
Previous report
On September 25, 2025, we announced that financial technology firm, Superstate, was appointed by the Company as its Digital Transfer Agent in connection with our plans to tokenize our SEC-registered common stock directly on the Ethereum blockchain. By enabling its equity to be tokenized natively onchain, SharpLink aims to demonstrate how public companies can use blockchain infrastructure to create shareholder value, improve market efficiency and drive forward the next generation of capital markets. SharpLink intends to partner with Superstate to tokenize its equity on Ethereum through itsOpening Bell platform, expanding Superstate’s multichain capital markets infrastructure. SharpLink and Superstate also intend to closely collaborate on advancing how tokenized public equities can ultimately trade on Automated Market Makers (“AMMs”) and other DeFi protocols in a fully compliant manner. This initiative aligns with the SEC’s broader Project Crypto innovation agenda aimed at modernizing U.S. securities regulation to better enable digital assets, blockchain and onchain markets.
Previous report
Acquisition of 10% Equity Stake in Armchair Enterprises
Previous report
On February 24, 2025, we entered into a subscription agreement (“Subscription Agreement”) with U.K.-based Armchair Enterprises Limited (“Armchair”), which owns and operates CryptoCasino.com. The acquisition of a 10% equity stake in Armchair was made for $500,000 in cash, along with a right of first refusal to acquire a controlling interest in Armchair. The investment was recorded at cost and will be measured at cost minus impairment, adjusted for any observable price changes. There was no impairment as of September 30, 2025.
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Results of Operations
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Revenue and gains (loss) from operations
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Other Operating Income
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Operating Income (Loss)
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Net Income (Loss)
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For the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
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Revenue and gains (loss) from operations
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Other Operating Income
Previous report
We recognized a net gain on crypto assets at fair value of $11,681,359 and recorded an unrealized gain on crypto assets of $104,889,114 for the nine months ended September 30, 2025 as compared to $0 and $0 for the same nine-month period in the prior year, resulting from fair value accounting adjustments.
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Total Operating Expenses
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Operating Income (Loss)
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Net loss from continuing operations decreased 98.8% to $(39,992) for the nine months ended September 30, 2025, compared to a net loss from continuing operations of $(3,465,467) reported for the same nine-month period in 2024. This is attributable to the impairment on LsETH crypto assets at cost of $94,763,484 offset by a $11,681,359 net realized gains on crypto assets and unrealized gain on crypto assets of $104,889,114.
Previous report
For the nine months ended September 30, 2025, net loss from discontinued operations, net of tax decreased 100.6% to $(87,431), which compared to a net income from discontinued operations, net of tax of $14,467,733 for the nine months ended September 30, 2024. The decrease to the net loss from discontinued operations is due to the gain on the sale of the SHGN and Sports Gaming Client Services business operations in the first quarter of 2024.
Previous report
Net Income (Loss)
Previous report
As a result of the aforementioned reasons, net loss for the nine months ended September 30, 2025 totaled $(127,423), declining 101.2% when compared to net income of $11,002,266 reported for nine months ended September 30, 2024.
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Cash Flows
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Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
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Liquidity and Capital Resources
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As of September 30, 2025, we had working capital of $35,431,545. For the three and nine months ended September 30, 2025, we had net income from continuing operations of $104,247,275 and $(39,992) compared to a net loss from continuing operations of $(787,992) and (3,465,467) reported for the same three- and nine-month periods in 2024.
Previous report
Recently Issued Accounting Pronouncements Not Yet Adopted
Previous report
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. The Company will adopt ASU 2023-09 for the annual period ending December 31, 2025 and is currently evaluating the impact of this guidance on its disclosures.
Reworded paragraphs (46)
Previous wording
The discussions in this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions with respect to the future and management’s current expectations, involve certain risks and uncertainties and are not guarantees. These forward-looking statements include, but are not limited to, statements concerning our strategy, competition, future operations, future financial position, future revenues, projected costs, profitability, expected cost reductions, capital adequacy, expectations regarding demand and acceptance for our technologies, growth opportunities and trends in the markets in which we operate, prospects and plans and objectives of management. The words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” “predicts” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Future results may differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part I, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, as amended, and that are otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”). The discussion of such risks is not an indication that any such risks have occurred at the time of this filing. We do not assume any obligation to update any forward-looking statements.
Current wording
The discussions in this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions with respect to the future and management’s current expectations, involve certain risks and uncertainties and are not guarantees. These forward-looking statements include, but are not limited to, statements concerning our strategy, competition, future operations, future financial position, future revenues, projected costs, profitability, expected cost reductions, capital adequacy, expectations regarding demand and acceptance for our technologies, growth opportunities and trends in the markets in which we operate, prospects and plans and objectives of management. The words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” “predicts” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Future results may differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as amended, and that are otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025. The discussion of such risks is not an indication that any such risks have occurred at the time of this filing. We do not assume any obligation to update any forward-looking statements.
Previous wording
We are responsible for all information contained in this Quarterly Report on Form 10-Q. In some cases, we have relied on market and industry data from third-party sources we believe to be reliable. These market estimates combine independent industry publications with our own assumptions about the Ethereum industry and broader market. Although we are not aware of any material inaccuracies in this data, it involves risks, uncertainties, and is subject to change based on various factors. These factors include those discussed under“Cautionary Note Regarding Forward-Looking Statements,”Part I, Item 1A,“Risk Factors”in our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and Part II, Item 1A,“Risk Factors”in this Quarterly Report on Form 10-Q.
Current wording
We are responsible for all information contained in this Quarterly Report on Form 10-Q. In some cases, we have relied on market and industry data from third-party sources we believe to be reliable. These market estimates combine independent industry publications with our own assumptions about the Ethereum industry and broader market. Although we are not aware of any material inaccuracies in this data, it involves risks, uncertainties, and is subject to change based on various factors and these factors may be outside of the control of the Company. These factors include those discussed under “Cautionary Note Regarding Forward-Looking Statements,” Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.
Previous wording
This section discusses the key factors that have shaped the financial condition, results of operations, liquidity and capital resources of SharpLink Gaming, Inc. and its wholly owned subsidiaries (collectively,“SharpLink Gaming,” “SharpLink,”the“Company,” “we,” “our,”or“us”). You should read this discussion together with our condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on March 14, 2025, and the Form 10-K/A filed on March 17, 2025.
Current wording
This section discusses the key factors that have shaped the financial condition, results of operations, liquidity and capital resources of Sharplink, Inc. and its wholly owned subsidiaries (collectively, “Sharplink,” the “Company,” “we,” “our,” or “us”). You should read this discussion together with our condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on March 9, 2026.
Previous wording
Unless the context indicates otherwise, references in this Quarterly Report on Form 10-Q to“SharpLink Gaming,” “SharpLink,” “SharpLink US,” “our Company,” “we,” “our,”and“us”refer to SharpLink Gaming, Inc., a Delaware corporation, and its wholly owned subsidiaries. References to“SharpLink Israel”refer to SharpLink Gaming, Ltd., an Israeli limited liability company with which SharpLink US completed a domestication merger in February 2024.
Current wording
Unless the context indicates otherwise, references in this Quarterly Report on Form 10-Q to” “Sharplink,” “Sharplink US,” “our Company,” “we,” “our,” and “us” refer to Sharplink, Inc., a Delaware corporation, and its wholly owned subsidiaries.
Previous wording
Headquartered in Minneapolis, SharpLink, a Delaware corporation, undertook a significant strategic shift in June 2025 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.
Current wording
Headquartered in Miami, Florida, Sharplink, a Delaware corporation, undertook a significant strategic shift in June 2025 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.
Previous wording
In tandem with this transformation, SharpLink has streamlined its business-building operations around two distinct reportable segments:
Current wording
In tandem with this transformation, Sharplink has streamlined its operations around two distinct reportable segments:
Previous wording
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.
Current wording
1) ETH Treasury Management. We seek to benefit from our ETH accumulation strategy through (i) potential ETH price appreciation and (ii) yield and other returns generated from staking and related treasury activities. Through our qualified custodians, we participate in native staking by delegating ETH to third-party validators in Ethereum’s proof-of-stake (“PoS”) network, earning protocol-level rewards. We also participate in liquid staking and restaking arrangements, whereby ETH is deployed into third-party protocols in exchange for liquid staking tokens (“LSTs”) and liquid restaking tokens (“LRTs”), such as LsETH and weETH. In addition, we generate incentive-based revenue from third-party arrangements tied to maintaining total value locked (“TVL”) within certain blockchain ecosystems. Our staking infrastructure and custody arrangements are designed to meet the governance, security and control standards expected of a public company.
Previous wording
**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.
Current wording
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.
Previous wording
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 and tokenized real-world assets leverage the Ethereum ecosystem.
Current wording
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 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 and tokenized real-world assets leverage the Ethereum ecosystem.
Previous wording
A key aspect of our ETH Treasury Management strategy is to raise capital to be used to increase our ETH holdings and generate yield opportunities in a manner which is accretive to shareholders. 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. 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.
Current wording
A key strategy of our ETH Treasury Management strategy is to raise capital to be used to increase our ETH holdings and generate yield opportunities in a manner which is accretive to shareholders. 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. We also maintain the flexibility to buy back stock when it is accretive to stockholders. We have not set a specific target for the maximum amount of ETH we seek to hold.
Previous wording
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 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.
Current wording
We diligently track and routinely report key performance indicators (“KPIs”) 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 growing it over time, has emerged as a central performance benchmark metric by which we gauge our progress. ETH Concentration or ETH per Share, 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.
Previous wording
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.
Current wording
Assumed Diluted Shares Outstanding (as defined below) represents the sum of (i) our actual shares of common stock, par value $0.0001 per share (the “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.
Previous wording
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 14 - Related Parties, 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.
Current wording
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, see Note 12 - Related Parties, 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.
Previous wording
In June 2025, we formally launched our ETH-centered treasury strategy and established staking as a dedicated operating segment, recognizing its potential to deliver recurring, yield-based revenue. 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. Our ETH Treasury Management segment includes both native and liquid staking activities.
Current wording
In June 2025, we formally launched our ETH-centered treasury strategy and established staking as a dedicated operating segment, reflecting its role in generating yield-based returns on our digital asset holdings. Our ETH Treasury Management segment includes both native staking and liquid staking and restaking activities.
Previous wording
Since initiating our ETH Treasury Management operations on June 2, 2025, we have accumulated approximately 861,251 in total ETH holdings, comprised of 637,752 in native ETH and 223,499 in ETH on an as if redeemed basis from LsETH, as of November 9, 2025. The ETH holdings were derived through purchases of ETH, receipts of ETH from investors and ETH rewards. For the nine months ended September 30, 2025, revenues generated from native staking rewards totaled $10,302,343, as staking only commenced two-thirds of the way through the second quarter of this year. 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.
Current wording
Since initiating our ETH Treasury Management operations in June of 2025, we have accumulated approximately 872,984 in total ETH holdings, comprised of 590,823 in native ETH and 209,789 and 72,372 ETH on an as if redeemed basis from LsETH and weETH, respectively, as of May 4, 2026. The ETH holdings were derived through purchases of ETH, receipts of ETH from investors and ETH rewards. For the three months ended March 31, 2026, revenues generated from native staking rewards totaled $10,467. 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 or weETH holdings. These receipt tokens increase in value over time due to protocol-based reward mechanisms reflected in changes in exchange rates relative to ETH; however, such increases do not represent revenue and are not recognized in our financial statements until realized through redemption or sale. See Liquid Staking and Wrapped Ether Protocol disclosure below.
Previous wording
We view our ETH Treasury Management operations as a core strategic pillar of its 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.
Current wording
We view our ETH Treasury Management operations as a core strategic pillar and its broader alignment with the Ethereum ecosystem. Our current and future strategy includes pursuing yield and performance through staking and other treasury activities designed to generate yield and other returns, while contributing 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 and treasury efforts are focused on maximizing risk-adjusted yield, managing operational and market risks, and ensuring our operations meet institutional standards for transparency, efficiency and governance.
Previous wording
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.
Current wording
As part of our ETH Treasury Management strategy, we participate in liquid staking through the Liquid Collective protocol, a decentralized, enterprise-focused liquid staking network that enables participants to stake ETH through a set of approved node operators while maintaining liquidity via a transferable receipt token. 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.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
As of September 30, 2025, we held 236,906 LsETH tokens. The following table presents a roll-forward of our LsETH holdings, including relevant details related to LsETH purchases and impairment losses within the periods presented. We have not sold or redeemed any LsETH as of September 30, 2025
Current wording
As of March 31, 2026, we held 189,327 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.
Previous wording
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:
Current wording
The following table shows the number of LsETH held at the end this 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):
Previous wording
On October 28, 2025, we announced our plans to allocate $200 million in ETH from our corporate treasury for deployment on Linea, a zkEVM Layer 2 network bootstrapped by Consensys, in a risk-managed manner over a multi-year period. As a public entity operating at the forefront of Digital Asset Treasury (“DAT”) innovation, upon execution of definitive documentation, SharpLink will leverage Linea’s 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 will bring together leading ecosystem participants in an innovative collaboration that allows SharpLink to capture highly competitive, risk-adjusted, ETH-denominated returns. The strategy is supported by institutional-grade risk management, leveraging the scale of our digital asset treasury with the custodian protections of Anchorage Digital Bank, SharpLink’s qualified custodian. 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.
Current wording
As noted previously, on December 20, 2025, the Company executed the definitive agreement providing for allocation of at least $200 million in ETH for deployment on Linea over the following six months in a risk-managed manner over a multi-year commitment period. The Company expects to leverage Linea’s institutional-grade infrastructure to optimize onchain yield to capture differentiated ETH denominated returns. This differentiated yield is expected to combine native ETH yield, restaking rewards from securing EigenCloud Autonomous Verifiable Services (AVSs), and direct Linea and Ether.fi protocol incentives, all within a compliant Layer 2 infrastructure. Consensys will not receive any fees or commission on the Company’s deployment of ETH on Linea. Our digital assets, including ETH and weETH, are held in our name by Anchorage Digital Bank N.A., our qualified custodian, on both Ethereum and Linea.
Previous wording
In December 2021, we acquired certain assets of FourCubed, including FourCubed’s online casino gaming-focused affiliate marketing network, known as PAS.net (“PAS”). For more than 18 years, PAS has focused on delivering quality traffic and player acquisitions, retention and conversions to regulated and global casino gaming operator partners worldwide. In fact, PAS won industry recognition as the European online gambling industry’s Top Affiliate Manager, Top Affiliate Website and Top Affiliate Program for four consecutive years by both igamingbusiness.com and igamingaffiliate.com. The strategic acquisition of FourCubed brought us talent with proven experience in affiliate marketing services and recurring net gaming revenue (“NGR”) contracts with many of the world’s leading online casino gambling companies, including Party Poker, bwin, UNIBET, GG Poker, 888 poker, betfair, World Poker Tour and others.
Current wording
In December 2021, we acquired certain assets of FourCubed, including FourCubed’s online casino gaming-focused affiliate marketing network, known as PAS.net (“PAS”). For more than 18 years, PAS has focused on delivering quality traffic and player acquisitions, retention and conversions to regulated and global casino gaming operator partners worldwide. In fact, PAS won industry recognition as the European online gambling industry’s Top Affiliate Manager, Top Affiliate Website and Top Affiliate Program for four consecutive years by both igamingbusiness.com and igamingaffiliate.com. The strategic acquisition of FourCubed brought us talent with proven experience in affiliate marketing services and recurring net gaming revenue (“NGR”) contracts with many of the world’s leading online casino gambling companies, including Party Poker, bwin, UNIBET, GGPoker, 888 poker, betfair, World Poker Tour and others.
Previous wording
As part of our strategy to expand our affiliate marketing services to the emerging American sports betting market, in November 2022, we began a systematic roll-out of our U.S.-focused performance-based marketing business with the launch of 15 state-specific, content-rich affiliate marketing websites. Our user-friendly, state-specific domains are designed to attract, acquire and drive local sports betting and casino traffic directly to our sportsbook and casino partners, which are licensed to operate in each respective state. As of January 2024, we are licensed to operate in 18 jurisdictions and own and operate sites serving 17 U.S. states (Arizona, Colorado, Iowa, Illinois, Indiana, Kansas, Louisiana, Maryland, Michigan, New Jersey, New York, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and Wyoming). As more states legalize sports betting, our portfolio of state-specific affiliate marketing properties may expand to include them. We largely utilize search engine optimization and programmatic advertising campaigns to drive traffic to our direct-to-player (“D2P”) sites.
Current wording
As part of our strategy to expand our affiliate marketing services to the emerging American sports betting market, in November 2022, we began a systematic roll-out of our U.S.-focused performance-based marketing business with the launch of 15 state-specific, content-rich affiliate marketing websites. Our user-friendly, state-specific domains are designed to attract, acquire and drive local sports betting and casino traffic directly to our sportsbook and casino partners, which are licensed to operate in each respective state. As of April 2026, we are licensed to operate in 18 jurisdictions and own and operate sites serving 17 U.S. states (Arizona, Colorado, Iowa, Illinois, Indiana, Kansas, Louisiana, Maryland, Michigan, New Jersey, New York, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and Wyoming). We largely utilize search engine optimization and programmatic advertising campaigns to drive traffic to our direct-to-player (“D2P”) sites.
Previous wording
On May 1, 2024, we entered into an ATM Sales Agreement (the “2024 ATM Sales Agreement”) with A.G.P. pursuant to which we may offer and sell, from time to time, through A.G.P., as sales agent and/or principal, shares of our common stock having an aggregate offering price of up to $1.7 million, subject to certain limitations on the amount of common stock that may be offered and sold by us set forth in the ATM Sales Agreement (the “2024 ATM Offering”).
Current wording
On May 1, 2024, we entered into an ATM Sales Agreement (the “2024 ATM Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P”) pursuant to which we may offer and sell, from time to time, through A.G.P., as sales agent and/or principal, shares of our Common Stock having an aggregate offering price of up to $1.7 million, subject to certain limitations on the amount of Common Stock that may be offered and sold by us set forth in the 2024 ATM Sales Agreement (the “2024 ATM Offering”).
Previous wording
On September 24, 2025, the Company convened a special meeting (the “September 2025 Special Meeting”) virtually via live webcast. Only stockholders of record at the close of business on August 22, 2025, the record date for the September 2025 Special Meeting, were entitled to vote at the September 2025 Special Meeting. As of the record date, 181,740,293 shares of the Company’s common stock were outstanding and entitled to vote at the September 2025 Special Meeting. Based on the estimated preliminary voting results present at the meeting or by proxy were holders of 81,092,892 shares of the Company’s common stock, which represented approximately 44.67% of the voting power of all shares of Common Stock as of the record date and constituted a quorum for the transaction of business at the September 2025 Special Meeting. Our stockholders voted on and approved one proposal: to adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of shares of common stock of the Company from 500 million to 2.5 billion.
Current wording
On April 10, 2026, Sharplink convened its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. Only stockholders of record at the close of business on March 6, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 197,161,623 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. Based on the certified final voting results received from the Inspector of Election, present at the meeting or by proxy were holders of 109,754,580 shares of the Company’s common stock, which represented approximately 56% of the voting power of all shares of common stock as of the record date and constituted a quorum for the transaction of business at the Annual Meeting. The stockholders of the Company voted and approved on the following three proposals at the Annual Meeting: 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; and 3) To approve, on an advisory basis, the compensation of the Company’s named executive officers.
Previous wording
On August 19, 2025, the Board adopted the SharpLink Gaming, Inc. Inducement Award Plan (the “Inducement Award Plan”). The Inducement Award Plan was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4) and will be administered by the Compensation Committee of the Board or the independent members of the Board. The Board reserved 3,000,000 shares of the Company’s common stock for issuance under the Inducement Award Plan, subject to adjustment as provided in the plan document. The terms of the Inducement Award Plan are substantially similar to the terms of the Company’s Amended and Restated 2023 Equity Incentive Plan, with the exception that incentive stock options may not be issued under the Inducement Award Plan and equity awards under the Inducement Award Plan (including nonqualified stock options, restricted stock, restricted stock units, and other stock-based awards) may be issued only an employee who is commencing employment with the Company or any subsidiary or who is being rehired following a bona fide interruption of employment by the Company or any subsidiary, in either case if he or she is granted such award in connection with his or her commencement of employment and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. The Board also adopted a form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Time-Based Grant) (the “Inducement Time-Based RSU Grant Package”) and a form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Performance-Based Grant) (the “Inducement Performance-Based RSU Grant Package”) for use under the Inducement Award Plan.
Current wording
On August 19, 2025, the Board of Directors of the Company (the “Board”) adopted the Sharplink Gaming, Inc. Inducement Award Plan (the “Inducement Award Plan”). The Inducement Award Plan was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4) and will be administered by the Compensation Committee of the Board or the independent members of the Board. The Board reserved 3,000,000 shares of the Company’s common stock for issuance under the Inducement Award Plan, subject to adjustment as provided in the plan document. The terms of the Inducement Award Plan are substantially similar to the terms of the Company’s Amended and Restated 2023 Equity Incentive Plan, with the exception that incentive stock options may not be issued under the Inducement Award Plan and equity awards under the Inducement Award Plan (including nonqualified stock options, restricted stock, restricted stock units, and other stock-based awards) may be issued only to an employee who is commencing employment with the Company or any subsidiary or who is being rehired following a bona fide interruption of employment by the Company or any subsidiary, in either case if he or she is granted such award in connection with his or her commencement of employment and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. The Board also adopted a form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Time-Based Grant) (the “Inducement Time-Based RSU Grant Package”) and a form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Performance-Based Grant) (the “Inducement Performance-Based RSU Grant Package”) for use under the Inducement Award Plan.
Previous wording
On August 21, 2025, the Board approved a share repurchase program (the “2025 Repurchase Program”) providing for the repurchase of up to $1.5 billion of the Company’s outstanding shares of common stock. Under the 2025 Repurchase Program, the Company is authorized to repurchase shares of common stock through open market purchases, privately-negotiated transactions, accelerated share repurchases, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The 2025 Repurchase Program does not obligate the Company to repurchase shares of common stock and the specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance metrics, market conditions, securities law limitations and other factors. In connection with the 2025 Repurchase Program, on August 21, 2025, the Company entered into an Open Market Share Repurchase Agreement (the “Repurchase Agreement”) with The Benchmark Company, LLC (the “Broker”) whereby the Broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase shares of the Company’s common stock in the open market pursuant to Rule 10b-18 of the Exchange Act. The Repurchase Agreement will continue in effect until terminated by either the Company or the Broker, with or without cause, upon written notice to the other party. The Company will pay Broker a commission at a rate of $0.01 for each share of common stock repurchased pursuant to the Repurchase Agreement. As of September 30, 2025, the Company has repurchased 1,938,450 shares of its Common Stock pursuant to the 2025 Repurchase Program at an average price of $16.33 per share.
Current wording
On August 21, 2025, the Board approved a share repurchase program (the “2025 Repurchase Program”) providing for the repurchase of up to $1.5 billion of the Company’s outstanding shares of common stock. Under the 2025 Repurchase Program, the Company is authorized to repurchase shares of common stock through open market purchases, privately-negotiated transactions, accelerated share repurchases, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The 2025 Repurchase Program does not obligate the Company to repurchase shares of common stock and the specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance metrics, market conditions, securities law limitations and other factors. In connection with the 2025 Repurchase Program, on August 21, 2025, the Company entered into an Open Market Share Repurchase Agreement (the “Repurchase Agreement”) with The Benchmark Company, LLC (the “Broker”) whereby the Broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase shares of the Company’s common stock in the open market pursuant to Rule 10b-18 of the Exchange Act. The Repurchase Agreement will continue in effect until terminated by either the Company or the Broker, with or without cause, upon written notice to the other party. The Company will pay Broker a commission at a rate of $0.01 for each share of common stock repurchased pursuant to the Repurchase Agreement. For the three months ended March 31, 2026, the Company did not repurchase any shares of its Common Stock.
Previous wording
For the three months ended September 30, 2025, revenues and gains (losses) from operations increased 1,129.9% to $10,843,567 compared to $881,690 reported for the same three-month period in the prior year. The notable increase was due to revenues from staking generated by our ETH Treasury Management segment, launched on June 2, 2025, which was $10,273,809, or 94.8% of our total revenues for the quarter ended September 30, 2025. The revenues from staking have immaterial costs and therefore nearly 100% gross margin. The increase in revenues was offset by a 35.4% decline in revenues generated in our Affiliate Marketing Segment, which generated $569,758 in revenues compared to $881,690 for the three months ended September 30, 2025 and 2024, respectively. The decrease in affiliate marketing revenues was primarily due to softening market conditions in the global iGaming industry, changes in customer pricing structures and the loss of customers due primarily to evolving regulatory environments in certain foreign markets in which our affiliate marketing business operates.
Current wording
For the three months ended March 31, 2026, total revenue increased 1,525.1% to $12,058 compared to $742 reported for the same three-month period in the prior year. The notable increase was due to revenues from staking generated by our ETH Treasury Management segment, launched in June 2025, which was $11,501, or 95.4% of our total revenues for the quarter ended March 31, 2026. The revenues from staking have immaterial costs and therefore nearly 100% gross margin. The increase in revenues was offset by a -24.9% decline in revenues generated in our Affiliate Marketing Segment, which generated $557 in revenues compared to $742 for the three months ended March 31, 2026 and 2025, respectively. The decrease in affiliate marketing revenues was primarily due to softening market conditions in the global iGaming industry, changes in customer pricing structures and the loss of customers due primarily to evolving regulatory environments in certain foreign markets in which our affiliate marketing business operates.
Previous wording
We recognized a gain on crypto assets at fair value of $6,307,776 and recorded an unrealized gain on crypto assets of $107,326,140 for the three months ended September 30, 2025 as compared to $0 and $0, respectively for the same three-month period in the prior year, resulting from fair value accounting adjustments.
Current wording
We recognized a gain on crypto assets at fair value of $12,005 and recorded an unrealized loss on crypto assets at fair value, net of $(506,664) resulting from the sum of fair value accounting adjustments of ($506,464), due to the volatility in the price of ETH, and $(18) of unrealized losses on rebate and incentive rewards earned for the three months ended March 31, 2026 as compared to zero for the same three month period in the prior year.
Previous wording
For the three months ended September 30, 2025, cost of revenues - affiliate marketing decreased $278,476 to $430,569 compared to the same three-month period in the prior year. This decrease is reflective of the decrease in revenues from Affiliate Marketing Segment. For the three months ended September 30, 2025, total selling, general and administrative expenses increased 1,141.7% to $12,045,432 from $970,080 reported for the same three-month period in the prior year. The increase was directly attributable to the following: $3,145,826 in asset manager fees, $4,879,127 in higher compensation costs, $1,798,497 in accounting, legal and compliance fees, $657,114 in custodial and banking fees each incurred to establish and support our ETH Treasury Management strategy. We also recognized an impairment loss on LsETH, crypto assets of $6,950,189 compared to $0 for the three months ended September 30, 2024.
Current wording
For the three months ended March 31, 2026, cost of revenues - affiliate marketing decreased $(178) to $432 from $610 compared to the same three-month period in the prior year. This decrease is reflective of the decrease in revenues from Affiliate Marketing Segment. For the three months ended March 31, 2026, total selling, general and administrative expenses increased 833.5% to $9,876 from $1,058 reported for the same three-month period in the prior year. The increase was primarily attributable to the following: $1,254 in asset manager fees, $2,570 in compensation costs, $1,251 in accounting, legal and compliance fees, $327 in custodial and banking fees. These expenses were incurred to establish and support our ETH Treasury Management strategy. For the three months ended March 31, 2026, we also recognized an impairment loss on LsETH and weETH crypto assets of $191,670. These crypto assets do not meet the scope criteria of ASC 350-60. Accordingly, these crypto assets continue to be accounted for as indefinite-lived intangible assets under ASC 350-30 and are measured at historical cost less cumulative impairment, rather than at fair value. We did not incur any such impairment losses for the same three month period in the prior year.
Previous wording
Net income from operations increased 13,329.5% to $104,247,275 for the three months ended September 30, 2025, compared to a net loss from operations of $(787,992) reported for the same three-month period in 2024. This is attributable to the impairment on crypto assets of LsETH of $6,950,189 offset by a $6,307,776 net realized gains on our crypto assets and an unrealized gain on our crypto assets which totaled $107,326,140 for the three months ended September 30, 2025.
Current wording
Net loss from operations increased 73,829% to $(684,579) for the three months ended March 31, 2026, compared to a net loss from operations of $(926) reported for the same three-month period in 2025. This is attributable to the impairment on crypto assets of LsETH and weETH of $191,670 and an unrealized loss on our crypto assets at fair value, net which totaled $(506,664), offset by a $12,005 net realized gains on our crypto assets, for the three months ended March 31, 2026.
Previous wording
For the three months ended September 30, 2025, net income from discontinued operations, net of tax climbed 123.6% to $22,930, which compared to a net loss from discontinued operations, net of tax of $(97,139) for the three months ended September 30, 2024. The increase in net income from discontinued operations is due to the wind down of certain MTS business amounts.
Current wording
For the three months ended March 31, 2026, net income from discontinued operations, net of tax was zero compared to $(58), for the three months ended March 31, 2025. The prior period discontinued operations were associated with the wind down of certain MTS business amounts, which are immaterial in the current period.
Previous wording
As a result of the aforementioned reasons, net income for the three months ended September 30, 2025 totaled $104,270,205, climbing 11,880.2% when compared to net loss of $(885,131) reported for the three months ended September 30, 2024.
Current wording
As a result of the aforementioned reasons, net loss for the three months ended March 31, 2026 totaled $(685,561), climbing 70,214% when compared to net loss of $(975) reported for the three months ended March 31, 2025.
Previous wording
As of September 30, 2025, cash on hand was $11,128,231, a 674.6% increase when compared to cash on hand of $1,436,729 as of December 31, 2024. The increase was due to net proceeds raised from the PIPE, ATM and registered direct offerings completed in the second and third quarters of 2025.
Current wording
As of March 31, 2026, cash on hand was $16,875, a 1,127% increase when compared to cash on hand of $1,375 as of March 31, 2025. The increase was due to net proceeds raised from the PIPE, ATM and registered direct offerings completed from May through year end 2025, which increased cash on hand at the end of 2025, compared to cash on hand at the end of March 31, 2025.
Previous wording
For the nine months ended September 30, 2025, net cash used in operating activities from continuing operations totaled $(8,183,743) compared to net cash used in operating activities from continuing operations of $(4,434,002) in the prior year. Net cash used in operating activities from discontinued operations was $(225,981), which compared to net cash used in operating activities of $(17,112,182) from discontinued operations for the same nine-month period in 2024. Overall, net cash used in operating activities was $(8,409,724) and $(21,546,184) for the nine months ended September 30, 2025 and 2024, respectively. The change in the operating cash flows was largely attributable to cash used in discontinued operations during the nine months ended September 30, 2024.
Current wording
For the three months ended March 31, 2026, net cash used in operating activities from continuing operations totaled $(10,646) compared to net cash used in operating activities from continuing operations of $(453) in the prior year. Net cash used in operating activities from discontinued operations was zero, compared to net cash used in operating activities of $(61) from discontinued operations for the same three-month period in 2025. Overall, net cash used in operating activities was $(10,646) and $(514) for the three months ended March 31, 2026 and 2025, respectively. The change in the operating cash flows was largely attributable to cash used in payments of accounts payable and accrued expenses and prepaid expenses in the first quarter of 2026 as compared to the prior period.
Previous wording
For the nine months ended September 30, 2025, net cash used in our investing activities from continuing operations totaled $(2,904,521,792), an increase of 1,958,895.7% when compared to cash provided by investing activities from continuing operations of $148,281 for the same nine-month period in 2024. For the nine months ended September 30, 2025 and 2024, net cash used in investing activities from discontinued operations was $0 and $(18,857,834), respectively. The increase in net cash used in investing activities for the nine months ended September 30, 2025 versus 2024 was due to our new ETH Treasury Management strategy and the related purchases of $2,539,611,653 of ETH crypto assets. The decrease in total cash used in investing activities for discontinued operations is due to cash received from the sale of business in January 2024 of $22,500,000, net of the cash transferred of $41,357,834. The majority of the cash transferred of $41,357,834 was reflected in discontinued operations customer deposits liability and deferred revenue of $36,959,573 and $4,888,704, respectively.
Current wording
For the three months ended March 31, 2026, net cash provided by our investing activities from operations totaled $1,878, an increase of 476% when compared to cash used in investing activities from operations of $(500) for the same three-month period in 2025. The increase in net cash used in investing activities for the three months ended March 31, 2026 versus 2025 was due to our ETH Treasury Management strategy and the related redemptions of USDC stablecoins in the first quarter of 2026.
Previous wording
For the nine months ended September 30, 2025, net cash generated by financing activities from continuing operations was $2,922,567,907, a 23,788.1% increase when compared to net cash used by financing activities from continuing operations of $(12,337,694) for the same nine-month period in 2024. Cash generated by financing activities related to gross cash proceeds from the sale of our Common Stock of $2,147,072,919, a registered offering with gross cash proceeds of $4,500,000 and $902,086,156 raised from private placements of our equity securities. For the nine months ended September 30, 2025 net cash used in financing activities from discontinued operations was $0 compared to net cash used by financing activities of $(5,835,352) for the nine months ended September 30, 2024.
Current wording
For the three months ended March 31, 2026, net cash used for financing activities from operations was $(2,896), a -419% increase when compared to net cash provided by financing activities from operations of $907 for the same three-month period in 2025. Cash used in financing activities during the first quarter of 2026 related to cash payments of taxes for net share settlement of stock issued for previously accrued severance and bonus awards. Cash generated by financing activities during the first quarter of 2025 related to gross cash proceeds from the sale of our Common Stock.
Previous wording
Our principal sources of liquidity are our cash and cash equivalents balances, USDC stablecoins, cash flow from operations, and proceeds from equity financing transactions, including pursuant to our at-the-market offering facility under the Amended and Restated ATM Sales Agreement with A.G.P.
Current wording
Our principal sources of liquidity are our cash and cash equivalents balances and proceeds from equity financing transactions, including pursuant to our at-the-market offering facility under the Amended and Restated ATM Sales Agreement with A.G.P.
Previous wording
Under our Treasury Reserve Policy, we use the vast majority of our cash, including cash generated from capital raising transactions, to acquire ETH, some of which are classified as indefinite-lived intangible assets. As of September 30, 2025 and December 31, 2024, we held approximately 580,841 and 0 ETH in crypto assets at fair value, respectively, all of which are unencumbered. As of September 30, 2025 and December 31, 2024, we held approximately 236,906 and 0 LsETH in crypto assets at cost, respectively. As of November 9, 2025, we held approximately 861,251 in total ETH holdings, comprised of 637,752 in native ETH and 223,499 in ETH as if redeemed from LsETH, all of which are unencumbered. As discussed further below, although we do not anticipate needing to use our ETH to meet our obligations in the next 12 months, we believe our substantial ETH holdings can serve as a source of liquidity, if necessary.
Current wording
Under our internal Treasury Reserve Policy, we use the vast majority of our cash, including cash generated from capital raising transactions, to acquire ETH, some of which are classified as indefinite-lived intangible assets. As of March 31, 2026 and December 31, 2025, we held approximately $1,239,140 and $1,899,683 ETH in crypto assets at fair value, respectively, all of which are unencumbered. As of March 31, 2026 and December 31, 2025, we held approximately $486,852 and $500,912 LsETH and weETH in crypto assets at cost, respectively. As of May 4, 2026, we held approximately 872,984 in total ETH holdings, comprised of 590,823 in native ETH, 209,789 in ETH as if redeemed from LsETH and 72,372 in ETH as if redeemed from weETH, all of which are unencumbered. As discussed further below, although our crypto assets are classified as non-current assets due to our long-term treasury strategy, they represent a significant and readily accessible source of liquidity. Based on current Ethereum network conditions, we estimate that a material portion of our staked ETH could be withdrawn and converted to cash within approximately 30 days, and our entire staking portfolio within approximately 90 days. We believe this provides meaningful additional liquidity support beyond our cash and cash equivalents.
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Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
As of March 31, 2026, we held 66,102 weETH tokens. The following table presents a roll-forward of our weETH holdings, including relevant details related to weETH purchases and impairment losses within the periods presented.
Current report — wording carried from elsewhere
The following table shows the number of weETH held at the end of this period, as well as market value calculations of our weETH holdings based on the lowest, highest, and ending market prices of one weETH using observable prices across multiple active exchange, utilizing the pricing data aggregator CoinGecko:
Current report — wording carried from elsewhere
Liquidity and Capital Resources(in thousands)**
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
On July 24, 2025, the Company convened a special meeting of stockholders (the “July 2025 Special Meeting”) virtually via live webcast. Only stockholders of record at the close of business on June 18, 2025, the record date for the July 2025 Special Meeting, were entitled to vote at the Special Meeting. As of the record date, 62,125,336 shares of the Company’s common stock were outstanding and entitled to vote at the July 2025 Special Meeting. Based on the estimated preliminary voting results present at the meeting or by proxy were holders of 35,076,578 shares of the Company’s common stock, which represented approximately 56% of the voting power of all shares of common stock as of the record date and constituted a quorum for the transaction of business at the July 2025 Special Meeting. During the July 2025 Special Meeting, our stockholders approved two proposals: (i) to adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of Common Stock of the Company from 100 million to 500 million; and (ii) to adopt the Company’s Amended and Restated 2023 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 8,000,000 shares to 8,034,166 shares.
Previous report — wording carried elsewhere
For the nine months ended September 30, 2025, revenues rose 332.7% to $12,282,589 compared to $2,838,908 reported for the same nine-month period in the prior year. The increase was due to revenues generated by our ETH Treasury Management segment, launched on June 2, 2025, which was $10,302,343, or 84% of our total revenues for the quarter ended September 30, 2025. The revenues from staking have immaterial costs and therefore nearly 100% gross margin. The increase in revenues was offset by a 30.2% decline in revenues generated in our Affiliate Marketing Segment, which generated $1,980,246 in revenues compared to $2,838,908 for the nine months ended September 30, 2025 and 2024, respectively. The decrease in affiliate marketing revenues was primarily due to softening market conditions in the global iGaming industry, changes in customer pricing structures and the loss of customers due primarily to evolving regulatory environments in certain foreign markets in which our affiliate marketing business operates.
Previous report — wording carried elsewhere
For the nine months ended September 30, 2025, cost of revenues - affiliate marketing decreased $570,214 to $1,528,707 compared to the same period in the prior year. This decrease is reflective of the decrease in revenues from Affiliate Marketing Segment. For the nine months ended September 30, 2025, total selling, general and administrative expenses increased 248.7% to $15,435,938 from $4,426,835 reported for the same nine-month period in the prior year. The increase was directly attributable to the following: $3,523,667 in asset manager fees, $5,347,502 in higher compensation costs, $1,442,761 in accounting, legal and compliance fees, $734,635 in custodial and banking fees each incurred to establish and support our ETH Treasury Management strategy. We also recognized an impairment loss on LsETH, crypto assets at cost of $94,763,484 compared to $0 for the nine months ended September 30, 2024.
Previous report — wording carried elsewhere
Net Income (Loss) from Discontinued Operations, Net of Tax