Sharplink, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30,2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission file number:001-41962

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:(612) 293-0619

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐Non-accelerated filer ☒ Smaller reporting company☒ Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No☒

As of August 3, 2026, there were 217,223,604 shares of Common Stock issued and outstanding.

TABLE OF CONTENTS

The following terms are used throughout this Quarterly Report on Form 10-Q, including the financial statements and notes in Part I, Item 1 and MD&A in Part I, Item 2.

Glossary of Defined Terms

Total ETH Holdings — The Company’s aggregate ETH exposure, comprising directly held (native) ETH plus the ETH obtainable on an as-if-redeemed basis from the Company’s LsETH and weETH positions, measured in ETH units.

ETH Concentration — also referred to as Eth per share. A treasury key performance indicator calculated by dividing Total ETH Holdings by Basic-Equivalent Shares Outstanding and expressing the result per 1,000 shares; because the metric is stated per 1,000 shares, it should not be read as ETH per single share.

Basic-Equivalent Shares Outstanding — Common shares outstanding plus shares issuable upon exercise of pre-funded warrants, which carry a nominal exercise price.

As-If-Redeemed Basis — A presentation that expresses LsETH and weETH holdings as the amount of ETH into which they would convert if redeemed, using the applicable protocol conversion rate as of the measurement date.

Native ETH — ETH held directly by the Company (whether unstaked or natively staked), accounted for at fair value under ASC 350-60, as distinguished from ETH held indirectly through liquid staking or restaking receipt tokens.

Native Staking — Participation in Ethereum’s proof-of-stake consensus as a delegator, whereby the Company delegates ETH to third-party validators and earns protocol-level rewards; the underlying ETH is not derecognized.

Liquid Staking — An arrangement in which ETH is contributed to a third-party protocol (e.g., Liquid Collective) in exchange for a transferable receipt token (LsETH) representing a claim on the pooled staked ETH and related rewards.

Liquid Restaking — An arrangement in which ETH is deposited with a third-party protocol (e.g., ether.fi) in exchange for a receipt token (weETH) whose underlying ETH also provides cryptoeconomic security to additional services, layering restaking risk on top of liquid staking risk.

Receipt Token — A token (such as LsETH or weETH) received upon staking that evidences an enforceable right to redeem the underlying ETH and accrued rewards; accounted for as an indefinite-lived intangible asset under ASC 350-30.

Rebasing / Non-Rebasing — A rebasing token reflects accrued rewards by increasing the number of tokens held; a non-rebasing token (such as weETH) keeps the token quantity fixed and instead reflects rewards through an increasing conversion rate relative to ETH.

Protocol Conversion Rate (PCR) — A protocol-published rate reflecting the amount of ETH into which one unit of a receipt token (LsETH or weETH) is redeemable, updated as staking rewards, penalties, and fees accrue; it is not a market trading price.

Slashing — A protocol-level penalty in which a portion of staked ETH is forfeited due to validator or operator misconduct, distinct from inactivity incurred for downtime.

Bonding / Unbonding Period — The protocol-defined waiting period before staked ETH can be activated or, upon a withdrawal request, redeemed and returned.

Validator Exit Queue / Withdrawal Queue — The ordered protocol mechanism that governs the timing with which validators may exit and staked ETH may be withdrawn, which can delay redemption.

Delegator vs. Validator — A validator operates a node that processes and verifies transactions on the network; a delegator (the Company’s role in native staking) assigns ETH to a validator and shares in rewards without operating a node.

Total Value Locked (TVL) — The aggregate value of assets committed to or maintained within a protocol or network, used as the basis for certain protocol incentives earned by the Company.

Protocol Incentives — Consideration earned under third-party programs (e.g., the SPA with ether.fi, Linea, and EigenCloud) for providing and maintaining TVL, recognized as revenue under ASC 606.

Hard Fork — A change to a blockchain’s protocol rules that is not backward-compatible, resulting in a divergence of the network into two separate chains.

Layer 2 (L2) — A secondary network built on top of a base blockchain (Ethereum mainnet) that processes transactions off the base layer to increase throughput and reduce cost while relying on the base layer for settlement and security.

Zero-Knowledge Proof — A cryptographic method by which one party can prove a statement is true without revealing the underlying data supporting it.

zkEVM — A zero-knowledge Ethereum Virtual Machine; a Layer 2 architecture (e.g., Linea) that uses zero-knowledge proofs to validate batches of transactions.

Sequencer — The component of a Layer 2 network that orders and batches transactions before they are settled to the base layer.

Prover — The component of a zero-knowledge Layer 2 network that generates the cryptographic proof validating a batch of transactions.

Cross-Chain Bridge — A protocol that transfers tokens or messages between separate blockchain networks (e.g., moving weETH from Ethereum mainnet to Linea); historically a frequent target of exploits.

OFT Bridge / LayerZero v2 — An omnichain fungible token bridge (used here via ether.fi’s weETH OFT bridge) built on the LayerZero v2 cross-chain messaging protocol.

Autonomous Verifiable Service (AVS) — A service (secured through restaking via EigenCloud) that relies on restaked ETH for cryptoeconomic security and exposes that ETH to additional slashing and operational risk beyond Ethereum staking itself.

Smart Contract — Self-executing code deployed on a blockchain that runs automatically when specified conditions are met and generally cannot be reversed once executed.