Sharplink, Inc.

SHARPLINK, INC.

Note 1 –Organization

Background and Nature of Business

Headquartered in Miami, Florida, Sharplink, Inc. (the “Company” or “Sharplink”), a Delaware corporation, undertook a significant strategic shift in June 2025 by adopting Ether (“ETH”), the native cryptocurrency of the Ethereum blockchain, as its primary treasury asset. This strategy reflects the Company’s commitment to align the corporate treasury with the future of programmable finance, digital capital markets and decentralized infrastructure. The Company seeks to benefit from ETH accumulation, derived utilizing proceeds from multiple financings, by (i) yield and other returns generated from staking and related treasury activities and (ii) potential ETH price appreciation. We delegate our ETH to third-party validators and participate in both native and liquid staking and restaking programs.See Note 3 – Crypto Asset Holdings. The Company also operates an online affiliate marketing business that delivers unique fan activation solutions to its sportsbook and online casino gaming partners. The Company’s ETH Treasury Management strategy is now its core operational focus.

Since the launch of its ETH Treasury Management strategy, the Company has raised capital through private investment in public equity (“PIPE”) transactions, follow-on offerings and at-the-market (“ATM”) sales. The Company has utilized the majority of the proceeds to acquire ETH (seeNote 3-Crypto Asset Holdings) and fund working capital. Additional details regarding these equity offerings are included inNote 6 – Equity.

On February 3, 2026, the Company formally changed its corporate name to “Sharplink, Inc.” from “SharpLink Gaming, Inc.” in connection with a corporate rebranding initiative.

Reverse Stock Split

On May 5, 2025, the Company effected aone-for-twelve (1:12) reverse stock split of all the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), whereby the Company decreased the number of issued and outstanding Common Stock from 7,916,206 to 659,684. Proportional adjustments for the reverse stock split were made to the Company’s outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts have been retrospectively adjusted as of the earliest period presented in the consolidated financial statements to reflect the reverse stock split.

Note 2 –Summary of Significant Accounting Policies

(a)Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by Sharplink, Inc. pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of Company management, the foregoing statements contain all adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial position of the Company as of June 30, 2026 and December 31, 2025, as well as its results of operations for the three and six months ended June 30, 2026 and 2025. The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements as of that date. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts therein. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from the estimates.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by rules and regulations of the SEC. Accordingly, the condensed consolidated financial statements do not include all information and footnotes required by GAAP for a complete financial statement presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2025, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 9, 2026.

Amounts are presented in thousands of U.S. dollars, except for shares, units, and per-share and per-unit amounts, and except where amounts are specifically denoted in millions or billions. Certain amounts presented in thousands may not sum precisely due to rounding; per-share and per-unit amounts are calculated from underlying unrounded figures.

(b)Reclassifications

We made certain reclassifications to prior period amounts presented on our condensed consolidated statements of operations to conform to the current period presentation. Specifically, costs of revenues from affiliate marketing have been reclassified into Operating expenses. Further, prior period amounts were presented as discontinued operations for one of our reporting units that was sold on December 31, 2022. Due to the insignificance of these discontinued operations to the condensed consolidated financial statements we have not presented such amounts separately resulting in the following reclassifications: As of December 31, 2025 net assets from discontinued operations of $181 has been reclassified to prepaid expenses and other current assets on the condensed consolidated balance sheets, and $52 and $110 of net loss from discontinued operations has been reclassified to selling, general and administrative expenses on the condensed consolidated statements of operations for the three and six months ended June 30, 2025 respectively. Additionally, to conform to the current period segment presentation, certain expense line items presented in the segment footnotes for the periods ended June 30, 2025 have been recategorized and, in certain cases, reallocated between the ETH Treasury Management and Affiliate Marketing reportable segments. These reclassifications had no effect on previously reported totals for assets, liabilities, stockholders’ equity, cash flows or net income.

(c)Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Sharplink and its wholly owned subsidiaries. All intercompany accounts and transactions between consolidated subsidiaries have been eliminated in consolidation.

(d)Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts therein. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from the estimates. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to measurement of crypto assets at fair value; impairment of crypto assets at cost; stock-based compensation; income taxes, including the carrying value of deferred tax assets; and litigation and contingencies, including liabilities that the Company deems not probable of assertion. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, recognition of liabilities and equity that is not readily apparent from other sources.

(e)Investments in Equity Securities Without Readily Determinable Fair Values

Equity investments that do not have a readily determinable fair value, and that are not consolidated or accounted for under the equity method, are recognized initially at cost and measured under the measurement alternative permitted by ASC 321-10-35-2 — cost, less impairment, adjusted for observable price changes in identical or similar securities of the same issuer. When an orderly transaction in such a security is observed or reasonably knowable as of the reporting date, the investment is remeasured to fair value, in accordance with ASC 820, Fair Value Measurement (“ASC 820”), as of the transaction date, with the resulting gain or loss recognized in net income; forced sales and unsupported broker quotes are disregarded. Each reporting period, the Company performs a qualitative assessment for impairment indicators. If the investment is impaired, it is written down to fair value through net income, with no subsequent reversal. The Company may irrevocably elect to measure an individual investment at fair value instead, and discontinue the measurement alternative when the security obtains a readily determinable fair value or the investment otherwise changes classification. During the three and six months ended June 30, 2026, we purchased an aggregate of $550 of equity securities without readily determinable fair values. As of June 30, 2026, we have presented these investments within other assets on the condensed consolidated balance sheets at their cost basis. As of June 30, 2026, there were no impairments noted.

(f)Crypto Assets

The Company’s crypto assets primarily consist of ETH, the native token of the Ethereum blockchain, liquid staking tokens (“LST”) and liquid restaking tokens (“LRT”). The Company’s LST and LRT holdings are comprised of both Liquid Collective’s LST (“LsETH”) and ether.fi’s LRT (“weETH”).

LsETH is a token received when ETH is staked through Liquid Collective, a third-party liquid staking protocol. weETH is a token received when ETH is staked through ether.fi, a third party liquid restaking protocol.

ETH is presented on the Condensed Consolidated Balance Sheet under the caption “Crypto assets at fair value” and LsETH and weETH are presented separately on the Condensed Consolidated Balance Sheet under the caption “Crypto assets at cost.” The Company has ownership of and control over its crypto assets which are held through custodial arrangements with third-party qualified custodians. These qualified custodians provide secure storage and safeguarding of the Company’s crypto assets, including ETH, LsETH and weETH.

Crypto assets at fair value (ETH)

Crypto assets acquired are initially recorded at cost, which represents the cash, cash equivalents or other financial assets paid to acquire the asset, including transaction fees. Crypto assets received in exchange for goods or services, or in connection with the issuance of shares, are recognized at their fair value on the date received, which becomes their cost basis.

Crypto assets are subsequently measured in accordance with ASC 350-60,Intangibles—Goodwill and Other—Accounting for and Disclosure of Crypto Assets(“ASC 350-60”), at fair value in the statement of financial position with unrealized gains and losses resulting from changes in fair value recognized in net income (loss). The Company determines and records for each reporting period the fair value of its crypto assets in accordance with ASC 820, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for ETH (Level 1 inputs). Changes in the fair value are recognized in net income (loss) within “Unrealized loss on crypto assets at fair value, net,” while realized gains and losses from the de-recognition of crypto assets are included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of operations. The Company applies a first-in, first-out methodology to assign costs for purposes of determining crypto assets held and realized gains and losses.

Purchases and sales of crypto assets are reflected as cash flows from investing activities in the condensed consolidated statements of cash flows. Deposits of ETH into liquid staking and restaking protocols, receipt of ETH from unstaking and redemption of receipt tokens, are presented as non-cash investing activities in the condensed consolidated statements of cash flows. Receipt of ETH as staking rewards and incentives are presented as non-cash operating activities in the condensed consolidated statements of cash flows.

Crypto assets at cost (LsETH and weETH)

Crypto assets at cost are recognized at fair value on the date received, which becomes their cost basis. Crypto assets at cost, such as LsETH and weETH, do not fall in the scope of ASC 350-60 for subsequent measurement. LsETH and weETH represent a receipt token, which in general and by design, grants the holder an enforceable right to redeem ETH for which it was exchanged. Therefore, it fails the ‘other goods and services criterion’ in ASC 350-60-15-1(b) and is outside the scope of ASC 350-60. Crypto assets at cost are therefore subsequently measured at cost, net of any impairment losses incurred since acquisition, in accordance with ASC 350-30,Intangibles—Goodwill and Other—General Intangibles Other Than Goodwill.

The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted (unadjusted) prices in the Company’s principal market, indicates that it is more likely than not that any of the assets are impaired. The quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined as its principal market, are used in the analysis of LsETH. Because the volume of weETH trades can significantly fluctuate between multiple decentralized and centralized exchanges, the Company periodically assesses the principal market for weETH, in accordance with ASC 820. In determining if an impairment has occurred, the Company considers the lowest price of one LsETH, and one weETH, as quoted on the respective principal markets, at any time since acquiring the specific LsETH and weETH held by the Company. If the carrying value of a LsETH or weETH exceeds that lowest intraday price, an impairment loss has occurred with respect to that LsETH and weETH in the amount equal to the difference between its carrying value and such lowest price. Impairment losses are recognized in the period in which the impairment occurs and are reflected within “Impairment of crypto assets at cost” in the Company’s condensed consolidated statements of operations. The impaired crypto assets are written down to their fair value at the time of impairment and this becomes the new cost basis for those assets. The cost basis of LsETH and weETH will not be adjusted upward for any subsequent increase in fair value.

Receipt of LsETH and weETH in connection with the staking and restaking of ETH into a liquid staking protocols are presented as non-cash investing activities in the condensed consolidated statements of cash flows. Receipt of LsETH and weETH as rewards and incentives are presented as non-cash operating activities in the condensed consolidated statements of cash flows.

(g)Revenue from Staking activities

Beginning in June 2025, the Company began staking its ETH. To date, the Company’s staking activities are comprised of (i) native staking activities, (ii) liquid staking and restaking activities, and (iii) protocol incentives generating activities tied to maintaining total value locked (“TVL”) within certain blockchain ecosystems.

Native Staking

The Company participates in native staking exclusively as a delegator through third-party validators. The Company delegates ETH to validators who operate nodes on the Ethereum network to validate transactions and add blocks to the blockchain. In return for delegating ETH to validators, the Company is entitled to a portion of the block rewards and transaction fees earned by the validators, in the form of ETH tokens, calculated approximately based on the Company’s proportion of the total ETH staked. When the Company stakes ETH natively, the ETH does not remain in the Company’s custodial wallet, but is instead deposited into Ethereum’s staking deposit smart contract, which is required for participation in ETH staking as a delegator. Native staked ETH are not derecognized because their deposit into the smart contract does not give any other entity the right or ability to direct their use (for example, sell, lend, pledge or otherwise use those ETH). The withdrawal credentials in the smart contract are designated to the Company’s custodian, who, as described inNote 2(f), holds the Company’s ETH solely for the Company’s benefit and does not obtain control of the Company’s ETH via their custodial services. Native staked ETH are therefore not derecognized.

Rewards from native staking activities are recognized as revenue in accordance with ASC 606, Revenue from Contracts with Customers. The delegation of the Company’s ETH to validators represents an output of the Company’s ordinary activities. In this case our performance obligation is the provision of our validation rights to the validators, from which we earn variable consideration, in the form of ETH, which is non-cash consideration, measured at the fair value of ETH as of contract inception based on the quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market. Revenue is recognized at the point in time when the Ethereum network confirms that the validation is complete. As a delegator, the Company has concluded it is not the principal to the block validation service provided to the Ethereum Network; it is the validators that control the service. Instead, the Company’s service is one of providing the use of its ETH by the validators to increase their validation opportunities. Consequently, the Company records staking revenue on a net basis, reflecting only the portion of protocol rewards to which it is entitled after validator commissions are deducted. During the three months ended June 30, 2026 and 2025, fees paid to third-party asset managers of approximately $772 and $378, respectively, and custodians of approximately $299 and $76, respectively are recognized separately as operating expenses. During the six months ended June 30, 2026 and 2025, fees paid to third-party asset managers of approximately $2,026 and $378, respectively, and custodians of approximately $627 and $76, respectively are recognized separately as operating expenses.

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 the asset management agreement between the Company and Galaxy, dated May 30, 2025, for certain discretionary investment-management services relating to the Company’s purchase of ETH (the “Galaxy Asset Management Agreement”). The Galaxy Asset Management Agreement terminated effective May 31, 2026.

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 the asset management agreement between ParaFi and the Company, dated May 30, 2025, for certain discretionary investment-management services relating to the Company’s purchase of ETH (the “ParaFi Asset Management Agreement” and, together with the Galaxy Asset Management Agreement, the “Asset Management Agreements”).

Pursuant to the Termination Agreements, the Asset Management Agreements terminated effective May 31, 2026. Neither the Company nor Galaxy or ParaFi has any remaining or future obligations or commitments to the other parties under the Asset Management Agreements, other than amounts arising under the Termination Agreements. The Company was not required to pay Galaxy or ParaFi any termination fees or penalties in connection with the mutual termination. 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 Galaxy or ParaFi.

Liquid Staking and Liquid Restaking Activities

We also participate in liquid staking and restaking arrangements, whereby ETH is deployed into third-party protocols in exchange for LST and LRTs, such as LsETH and weETH, respectively. Staking with Liquid Collective represents the Company’s liquid staking activities, under which ETH is contributed to the Liquid Collective staking pool and LsETH is minted and received in return. Staking with ether.fi represents the Company’s liquid restaking activities, under which ETH is deposited with ether.fi and weETH is received in return. weETH is the wrapped, non-rebasing form of eETH, the token minted upon staking of ETH, and is designed for DeFi compatibility.

Since LsETH and weETH are accounted for under ASC 350-30 (see Note 2(f)), increases in LsETH and weETH fair value while the Company remains staked with the liquid staking and restaking protocols are not recognized. There is no ongoing performance obligation following the staking of ETH through the liquid staking and restaking protocol. Additionally, LsETH and weETH are non-rebasing tokens, meaning its quantity remains fixed over time. Staking rewards are not continuously reflected in token balances but are instead realized separately. Staking rewards are therefore recognized only when the LsETH or weETH are redeemed and derecognized, measured at the fair value of ETH at contract inception, which is when the ETH were staked. Staking rewards received or receivable upon redemption and derecognition of LsETH or weETH are presented in “Revenues from staking, net” in the Company’s condensed consolidated statements of operations.

Upon staking ETH through the liquid staking and restaking protocols, the ETH is derecognized because the protocols obtain the ability to deploy and direct its use, and the LsETH and weETH tokens received concurrently are then recognized. Any gain or loss on the staking transaction is recognized in accordance with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”) 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. During the three and six months ended June 30, 2026, the Company staked ETH and received weETH and recognized a realized gain of $0 and $8,389, respectively.

When the Company initiates a redemption of LsETH or weETH, the Company derecognizes the LsETH and weETH at its carrying amount on the date the redemption request is accepted by the applicable protocol. At that time, the Company recognizes a receivable for the underlying ETH expected to be received upon completion of the protocol’s withdrawal process and additional staking rewards no longer accrue. The ETH receivable is initially measured at the fair value of the ETH expected to be received, including staking rewards, determined by the protocol’s exchange rate at the time of redemption. Any gain or loss on redemption is recognized in accordance with ASC 610-20 based on the difference between the ETH receivable and the cost basis of the LsETH or weETH at the time of redemption with such differences included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of operations. Rebates earned from the liquid staking activities are received in non-cash consideration in the form of LsETH are reflected as revenue.

In LsETH and weETH redemption transactions, the Company is exposed to changes in the market price of ETH between the date the redemption request is initiated and the date ETH is received. The Company evaluates whether such ETH receivables contain embedded derivatives that require bifurcation and separate accounting under applicable accounting guidance, ASC 815,Derivatives and Hedging. Any identified embedded derivative is measured at fair value, with changes in fair value recognized in the condensed consolidated statement of operations until settlement of the receivable. As of June 30, 2026 and December 31, 2025, receivables outstanding from such transactions were $179 and $106, respectively, which are included in accounts receivable, net on the condensed consolidated balance sheets.

During the six months ended June 30, 2026, the Company redeemed and derecognized 15,182 LsETH, and recognized the changes in the market price from the date of redemption to the date the ETH was received of $3,826, which is included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of operations. All redemptions of LsETH occurred during the first quarter of 2026. Further, during second quarter of 2026, the Company traded 26,324 LsETH for 29,196 ETH and recognized the difference in fair value of the traded LsETH and the fair value of the received ETH of $1,737 which is included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of operations.

No weETH was redeemed during the three and six months ended June 30, 2026.

Protocol Incentives

On December 18, 2025, the Company executed a Strategic Partnership Agreement (“SPA”) with ether.fi, EigenCloud, Linea Consortium (a related party), and Consensys Software, Inc. (“Consensys”), (a related party), to bridge a minimum of $200 million of weETH from its treasury onto Linea, a zkEVM Layer 2 network, over an initial 24-month period. The execution of the deliverables of the SPA was performed with our qualified custodian Anchorage Digital Bank N.A. as the intermediary. During the three and six months ended June 30, 2026, we have restaked $205,844 in weETH onto Linea. See Note 10 - Commitments and Contingencies.

Separate from staking rewards from weETH at redemption, as denoted above inLiquid Staking and Liquid Restaking Activities, we are entitled to monthly protocol incentives from ether.fi, Linea, and EigenCloud under the SPA. We have concluded that ether.fi, Linea, and EigenCloud 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.

Protocol incentives are based on month-end TVL metrics and subject to contractual caps typically based on a maximum amount of units, paid in the form of ETH and weETH. Quantity of incentives earned is not known or calculable by the Company until the end of the month and until such time considered under ASC 606 guidance on variable consideration. Revenue from incentives are recognized over time as the Company satisfies its performance obligation of maintaining TVL, as customers simultaneously receive and consume the benefits of the service. Revenue is recognized on a monthly basis as the performance period is completed and the amount of consideration becomes determinable and no longer constrained, measured at the fair value of ETH and weETH at contract inception. 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. In accordance with ASC 606-10-32-21, such noncash consideration is measured at fair value at contract inception. Subsequent changes in the fair value of the underlying digital assets attributable solely to the form of consideration are not included in revenue and are recognized separately in earnings in accordance with applicable guidance as realized gains (losses) until the settlement date. As of April 2026, the contractual cap of 500,000 protocol incentive tokens with EigenCloud was met.

See Note 4 - Revenue Recognition for further disclosures

(h)Crypto Assets Receivable

When redemptions of LsETH or weETH are initiated and protocol incentives are recognized, the Company is exposed to changes in the market price of crypto assets between the date the redemption request is initiated or the incentive is recognized and the date the underlying assets are received.

Because settlement occurs in crypto assets whose fair value fluctuates between recognition and settlement, and after evaluating the criteria in ASC 815-10-15-83,*Derivatives and Hedging,*the Company concluded that the receivable contains an embedded derivative that is not clearly and closely related to the host contract and therefore requires bifurcation. The embedded derivative is measured at fair value, with changes in fair value recognized in earnings in “Realized gain (loss) on crypto assets, net” until settlement.

The embedded derivative component is measured at fair value at each reporting date, using observable prices in the principal market in accordance with ASC 815-15 and ASC 820. Where quoted prices are directly available in active markets, the embedded derivatives are classified as Level 1 within the fair value hierarchy; if observable market prices are not available, management utilizes other relevant inputs and valuation techniques, which may result in Level 2 or Level 3 classification.

Upon receipt, the Company derecognizes both the receivable and the embedded derivative, recognizing the crypto asset received at fair value. Any difference between the carrying amount and the fair value of ETH or weETH received is recognized as an unrealized gain or loss and included in “Unrealized loss on crypto assets at fair value, net” in the Company’s condensed consolidated statements of operations.

During the three and six months ended June 30, 2026, we recognized realized losses on incentive tokens earned, due to changes in fair value, of $304 and $514, respectively, and unrealized losses upon the receipt of rebate and incentive tokens of $82 and $100, respectively. As of June 30, 2026 and December 31, 2025, non-monetary receivables from liquid staking and liquid restaking activities were $179 and $106, respectively, and are included in accounts receivable on the condensed consolidated balance sheets. During the three and six months ended June 30, 2025, we did not have any redemptions or derecognition activities and therefore we did not receive any incentive tokens or rebate rewards.

(i)USDC stablecoin

USD stablecoin (“USDC”) is accounted for as a financial asset that can be redeemed on the basis of one USDC for one U.S. dollar on demand from the issuer. While not accounted for as cash or cash equivalents, the Company treats its USDC holdings as a liquidity resource. The Company’s USDC are held with qualified third-party custodians who provide secure storage and safeguarding of the Company’s USDC. The Company’s custodians do not obtain control over the Company’s USDC; therefore we continue to recognize USDC as our own for accounting purposes. During the six months ended June 30, 2026, we redeemed all of our USDC for U.S. dollars.

(j)Affiliate Marketing Revenue Recognition

The Company recognizes revenue in accordance with ASC 606. To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur; (iv) allocate the transaction price to the respective performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. For the three and six months ended June 30, 2026, the Company has recognized its revenue at a point in time for certain contracts and over time for other contracts. The timing of revenue recognition may differ from the timing of invoicing to customers, and these timing differences result in contract advanced billings on the Company’s condensed consolidated balance sheet. The Company recognized unbilled revenue when revenue is recognized prior to invoicing. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component.

The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s services, and not to facilitate financing arrangements. The Company acts as an agent and records revenue net of commissions retained.

(k)Warrant Classification

The Company evaluates each freestanding warrant on its own shares to determine whether it should be classified as a liability or as equity. The Company first assesses whether the warrant meets the criteria for liability (or asset) classification under ASC 480,Distinguishing Liabilities from Equity. Warrants outside the scope of ASC 480 are then evaluated under ASC 815-40,Derivatives and Hedging — Contracts in Entity’s Own Equity, to determine whether they are both (i) indexed to the Company’s own stock, applying the two-step model that considers any exercise contingencies and the instrument’s settlement provisions (generally a fixed-for-fixed settlement), and (ii) able to meet the additional conditions for equity classification. A warrant that satisfies both conditions is classified as equity, recorded in additional paid-in capital at issuance, and not subsequently remeasured. A warrant that does not is classified as a liability (or, where applicable, an asset), initially recorded at fair value and remeasured to fair value at each reporting date, with changes recognized in net income. As of June 30, 2026 and December 31, 2025, all warrants issued have been concluded to meet the conditions required for permanent equity classification. See Note 7 -Warrants.

(l)Fair Value Measurements

The Company measures certain assets and liabilities at fair value on a recurring or nonrecurring basis. Fair value is defined as the price that is expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a three-level hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques. The three levels of the fair value hierarchy are described below:

Level 1: Quoted (unadjusted) prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Inputs other than quoted prices that are either directly or indirectly observable, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Inputs that are generally unobservable, supported by little or no market activity, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The valuation techniques used by the Company when measuring fair value maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company also estimates the fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and accrued compensation and employee benefits. The Company considers the carrying value of these instruments in the Condensed Consolidated Financial Statements to approximate fair value due to their short maturities.

(m)Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-04,Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”). ASU 2024-04 is intended to clarify requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures.

In November 2024, the FASB issued ASU 2024-03,Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued Accounting Standards Update No. 2025-01,Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for the Company for annual reporting periods beginning in fiscal 2027 and for interim reporting periods beginning in fiscal 2028 on a prospective basis. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its disclosures.

In December 2025, the FASB issued Accounting Standards Update No. 2025-11,Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments clarify the applicability of Topic 270, provide a comprehensive listing of interim disclosures required by generally accepted accounting principles and establish a principle for disclosing events occurring since the end of the most recent annual reporting period that have a material effect on an entity. The amendments are effective for the Company’s interim reporting periods within the annual reporting period beginning January 1, 2028, with early adoption permitted. The Company is evaluating the effects of adoption and currently expects the amendments to affect primarily its interim disclosure processes and related controls.

Note 3 –Crypto Asset Holdings

Crypto Assets at fair value

The following table sets forth the units held, cost basis and fair value of crypto assets held at fair value, as shown on the condensed consolidated balance sheet as of June 30, 2026:

The following table sets forth the units held, cost basis and fair value of crypto assets held at fair value, as shown on the condensed consolidated balance sheet as of December 31, 2025:

Fair value represents the quoted (unadjusted) prices on the Coinbase exchange as of midnight UTC on the measurement date.

The following table represents a reconciliation of crypto assets held at fair value:

The following table represents a reconciliation of crypto assets held at fair value:

Crypto Assets at cost

The following table sets forth the units held, the cost basis less prior year impairment, impairment amount during the six months ended June 30, 2026, and carrying amount of crypto assets held at cost less impairment, for LsETH and weETH as shown on the condensed consolidated balance sheet as of June 30, 2026:

The following table sets forth the units held, cost basis, impairment amount during the year ended December 31, 2025, and carrying amount of crypto assets held at cost less impairment, as shown on the condensed consolidated balance sheet as of December 31, 2025:

The following table represents a reconciliation of crypto assets held at cost, for LsETH and weETH specific activities:

The following table represents a reconciliation of crypto assets held at cost, for LsETH specific activities:

For the three months ended June 30, 2026 and 2025, the Company recorded an impairment loss of $76,093 and $87,813, respectively, and for the six months ended June 30, 2026 and June 30, 2025, the Company recorded an impairment loss of $267,763 and $87,813, respectively, related to its holdings of LsETH and weETH in accordance with ASC 350-30,Intangibles—Goodwill and Other—*General Intangibles Other Than Goodwill,seeNote 2(f) Crypto Assets.*The impairment is presented in “Impairment of crypto assets at cost” on the condensed consolidated statements of operations.

During the six months ended June 30, 2026, the Company redeemed and derecognized 15,182 LsETH, and recognized the changes in the market price from the date of redemption to the date the ETH was received of $3,826, which is included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of operations. All redemptions of LsETH occurred during the first quarter of 2026. Further, during second quarter of 2026, the Company traded 26,324 LsETH for 29,196 ETH and recognized the difference in fair value of the traded LsETH and the fair value of the received ETH of $1,737 which is included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of operations.

Note 4 –Revenue Recognition

The Company is currently engaged in ETH Treasury Management activities and Affiliate Marketing services.

ETH Treasury Management

The Company participates in the following revenue generating transactions: staking and restaking activities on the Ethereum blockchain; earned rewards for securing and validating transactions; and earned protocol incentives for providing and maintaining TVL on Linea.

Management has evaluated the nature of rewards received from liquid and restaking activities in accordance with the guidance in ASC 610-20 Gains and Losses from the Derecognition of Nonfinancial Assets and 606-10-50-4 Revenue from Contracts with Customers. Management applies the noncash consideration guidance in ASC 606-10-32-21 and measures the revenue at the fair value of ETH at contract inception. While included within the same line item, management has disclosed separately the amount of revenue attributable to liquid staking and liquid restaking versus native staking, and evaluated the associated risks and timing of reward recognition.

The following table provides additional breakdown of the Company’s revenue from staking activities:

During the three and six months ended June 30, 2025, the Company generated revenue from native staking rewards only of $29.

The following is a summary of crypto assets staked (in units) as of June 30, 2026 and December 31, 2025:

The following is a summary of total rewards earned from staking activities (in units) for the three and six months ended June 30, 2026:

During the three and six months ended June 30, 2025, we did not earn any rewards from staking activities.

The following is a summary of accounts receivable from rebates and incentive rewards earned but not yet received as of June 30, 2026 and December 31, 2025:

Affiliate Marketing

The Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange.

For the three and six months ended June 30, 2026 and 2025, the Company has recognized its revenue at a point in time.

The timing of revenue recognition may differ from the timing of invoicing to customers, and these timing differences result in contract advanced billings on the Company’s condensed consolidated balance sheet. The Company recognizes unbilled revenue when revenue is recognized prior to invoicing.

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s services, and not to facilitate financing arrangements.

The Company did not have any major customers for the period ended June 30, 2026 or December 31, 2025.

Note 5 –Additional Balance Sheet Information

Accounts payable and accrued expenses

On December 15, 2025, the Company effected the separation of its former Co-Chief Executive Officer and entered into a severance agreement providing for cash payments to be made in installments beginning January 7, 2026 through December 15, 2026 and the acceleration of unvested RSUs (See Note 8 -Stock Compensation). As of June 30, 2026 and December 31, 2025, the Company recorded an accrued severance liability of $898 and $2,125, respectively, which was included in accounts payable and accrued expenses on the condensed consolidated balance sheets. As of December 31, 2025, also included in accounts payable and accrued expenses were cash bonuses of $3,183 and $5,040 of equity bonuses to be settled in Common Stock.

Note 6 –Equity

Preferred Stock

The Company has 15,000,000 shares of undesignated preferred stock authorized, par value of $0.0001. There isno undesignated preferred stock issued or outstanding as of June 30, 2026 and December 31, 2025.

Exchange of Series A-1 Preferred Stock and Series B Preferred Stock for Common Stock and Prefunded Warrants

On April 2, 2025, Sharplink entered into an exchange agreement (“Exchange Agreement”) with Alpha Capital Anstalt (“Alpha”), whereby, pursuant to the terms and conditions set forth in the Exchange Agreement and in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”),600 shares of the Company’s Series A-1 Preferred Stock and 1,040 shares of the Company’s Series B Preferred Stock (collectively, the “Existing Securities”) held by Alpha were exchanged for 38,683 shares of Sharplink’s Common Stock and 44,650 pre-funded warrants to purchase shares of Sharplink’s Common Stock (“Alpha Prefunded Warrants”) at an exercise price of $0.012. With the exchange of Alpha’s Existing Securities for Common Stock and Alpha Prefunded Warrants, Sharplink no longer has any Series A-1 Preferred Stock or Series B Preferred Stock issued and outstanding.

At-The-Market (“ATM”) Offerings

On May 2, 2024, the Company entered into an ATM Sales Agreement (the “May 2024 ATM Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) pursuant to which the Company may offer and sell, from time to time, through A.G.P., as sales agent and/or principal, shares of the Company’s 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 the Company set forth in the May 2024 ATM Sales Agreement. On February 4, 2025, the Company, under the terms of the ATM Sales Agreement, filed a prospectus supplement that amended the number of shares of Common Stock having an aggregate offering price of up to $1.8 million.

On May 30, 2025, the Company entered into a second ATM Sales Agreement (the “May 2025 ATM Sales Agreement”) with A.G.P. relating to the sale of shares of the Company’s Common Stock from time to time, having an aggregate offering price of up to $1.0 billion (the “ATM Offering”).

On July 17, 2025, the Company entered into an amendment to the May 2025 ATM Sales Agreement (the “Amendment”) with A.G.P to increase the number of shares that may be sold from time to time in connection with the ATM facility from $1.0 to $6.0 billion; and to permit the forward sale of shares to be sold in the ATM Offering to master forward confirmation letter agreements. On July 17, 2025, the Company filed a supplement to the prospectus supplement with the SEC to address the Amendment and the forward sales agreements.

On July 17, 2025, the Company entered into a forward sales agreement to permit the forward sale of shares of the Company’s Common Stock to A.G.P. The forward sales agreement was outstanding for one week and was settled with the purchase of 6,800,000 shares for $201.1 million. The Company accounted for the forward sales agreement as an equity instrument as the agreement required for physical settlement in shares of the Company’s Common Stock and did not require or permit net cash settlement. Accordingly, the contract was recorded in equity, and no gains or losses were recognized in earnings during the periods. Upon settlement of the forward sales agreement, the proceeds were recorded as an increase to Common Stock and additional paid in capital as part of the ATM Offering.

On August 19, 2025, the Company entered into an Amended and Restated Sales Agreement (“Amended and Restated Sales Agreement”) (which amended and restated the May 2025 ATM Sales Agreement) to add additional sales agents to the ATM Offering and to make certain conforming changes.

Since entering into the Amended and Restated Sales Agreement in August of 2025, the Company has raised total gross proceeds of $2.1 billion from sales of shares under the Amended and Restated May 2025 ATM Sales Agreement.

Equity Offerings

$4.5 Million Offering

On May 20, 2025, the Company entered into a securities purchase agreement (the “May 20, 2025 Purchase Agreement”) for an offering of 34,000 shares of Common Stock and pre-funded warrants to purchase up to 1,496,612 shares of Common Stock. The shares were offered at an offering price of $2.94 per share. The gross proceeds from the May 20, 2025 Purchase Agreement, before deducting the placement agent fees and offering expenses, were approximately $4.5 million.See Note 7 – Warrants.

The issuance of shares and pre-funded warrants were recorded at the offering price within equity in accordance with ASC 505,Equity. Any amounts in excess of the par value of the shares were recorded in additional paid-in capital.

$425 Million Offering

On May 26, 2025, the Company entered into a securities purchase agreement for a private placement in public equity (“PIPE”), offering (the “May 2025 PIPE Offering”) an aggregate of (i)58,699,760 shares of Common Stock of the Company at an offering price of $6.15 per share, and (ii) pre-funded warrants to purchase up to an aggregate of 10,400,553 shares of Common Stock at an offering price of $6.15 per pre-funded warrant. Each of the pre-funded warrants is exercisable for one share of Common Stock at the exercise price of $0.0001 per pre-funded warrant share, are immediately exercisable, and may be exercised at any time until all of the pre-funded warrants issued in the May 2025 PIPE Offering are exercised in full. The gross proceeds from the May 2025 PIPE Offering, before deducting the placement agents fees and offering expenses, were approximately $425 million funded in a combination of cash and Ether. On June 2, 2025, Sharplink launched its treasury reserve strategy with the commencement of its purchasing of ETH, serving as the Company’s primary treasury reserve asset. Consensys acted as the lead investor in the May 2025 PIPE Offering, along with prominent crypto venture capital firms and infrastructure providers, with an intent to assist the Company in earning distinction as one of the largest ETH-focused treasury strategies in the public markets. The Company also implemented native and liquid staking activities in the second quarter of 2025 to earn staking rewards from the Company’s digital assets held.See Note 3 – Crypto Asset Holdings, Note 7 – Warrants and Note 12 - Related Parties.

$200 Million Offering

On August 6, 2025, the Company entered into a securities purchase agreement (the “August 2025 Purchase Agreement”) with certain institutional investors to sell in a registered direct offering (the “August 2025 Offering”) an aggregate of 10,256,411 shares of the Company’s Common Stock. The price per 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. In addition, on August 6, 2025, the Company entered into a placement agency agreement (the “August 2025 Placement Agency Agreement”) with A.G.P., as lead placement agent and SG Americas Securities, LLC, as co-placement agent (“SocGen,” 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 2025 Placement Agency Agreement, the Company paid the Placement Agents a cash fee equal to their pro rata allocation of 5.0% of the aggregate gross proceeds raised from the sale of the shares sold in the August Offering. The August 2025 Offering closed on August 8, 2025.

$400 Million Offering

On August 10, 2025, the Company entered into a securities purchase agreement (the “Second August 2025 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 price per 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. In addition, on August 10, 2025, the Company entered into a placement agency agreement (the “Second August 2025 Placement Agency Agreement”) with A.G.P. as the sole placement agent, in connection with the Second August Offering. Pursuant to the Second August Placement Agency 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. The Second August 2025 Offering closed on August 12, 2025.

$76.5 Million Offering

On October 15, 2025, the Company entered into a securities purchase agreement (the “October 2025 Purchase Agreement”) with an institutional investor to sell in a registered direct offering (the “October 2025 Offering”) an aggregate of 4,500,000 shares of the Company’s Common Stock (the “October 2025 Shares”). The price per October 2025 Shares was $17.00, and the gross proceeds from the October 2025 Offering, before deducting the placement agent fees and offering expenses, were approximately $76.5 million. The Company used the net proceeds received from the October 2025 Offering to acquire ETH as well as for general working capital purposes. Under the October 2025 Purchase Agreement, the Company also granted the investor 90-day premium purchase contracts, which expired on January 15, 2026, to purchase up to an additional 4,500,000 shares of Common Stock at an exercise price of $17.50 (the “Premium Purchase Contract” and the shares of Common Stock issuable upon exercise of the Premium Purchase Contracts, the “Premium Purchase Shares”). The Premium Purchase Contract was classified as an equity instrument, valued at $8.6 million and recorded in additional paid in capital. The remaining $67.9 million of the $76.5 million proceeds were allocated to Common Stock and also recorded in additional paid in capital, seeNote 7 - Warrants. The premium purchase contracts were not executed prior to the January 15, 2026 expiration date.

$75 Million Offering

On June 22, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”) to sell in a registered direct offering (the “June 2026 Offering”) an aggregate of 10,013,351 shares (the “Shares”) of the Company’s Common Stock. Under the Purchase Agreement, the Company also issued the Investor 10,013,351 warrants to purchase up to 10,013,351 shares of Common Stock (the “Warrants” and the shares underlying the Warrants, the “Warrant Shares”). Each Warrant has an exercise price of $8.15 per share, is immediately exercisable and will expire four years from the date of issuance. If the Warrants are fully exercised, the Company will receive approximately $81.6 million in additional aggregate gross proceeds. The price per unit was $7.49, and the gross proceeds from the June 2026 Offering, before deducting the placement agent fees and offering expenses, were approximately $75.0 million, with net proceeds of $73.3 million after deducting placement agent fees and offering expenses of $1.7 million, which were recorded in additional paid in capital. The Offering closed on June 23, 2026. The Company intends to use the net proceeds received from the June 2026 Offering to acquire ETH, repurchase shares of Common Stock and general working capital purposes. The Warrants Shares issued in the June 2026 Offering were classified as an equity instrument, valued at $28.5 million using the relative fair value method and recorded in additional paid in capital. The remaining $46.5 million of the $75.0 million gross proceeds were allocated to Common Stock and also recorded in additional paid in capital, seeNote 7 - Warrants.

On June 22, 2026, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), as sole placement agent (the “Placement Agent”), pursuant to which the Company engaged the Placement Agent as the exclusive placement agent in connection with the June 2026 Offering. Pursuant to the Placement Agent Agreement, the Company paid the Placement Agent a cash fee equal to 2.0% of the aggregate gross proceeds raised from the sale of the securities sold in the June 2026 Offering.

Share Repurchase Program

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, or otherwise in accordance with applicable federal securities laws. 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 a broker whereby the broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase shares of Common Stock in the open market. 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. We will pay the broker a commission at a rate of $0.01 for each share of Common Stock repurchased pursuant to the Repurchase Agreement.

During the year ended December 31, 2025, the Company repurchased 1,938,450 shares of its Common Stock for $31.7 million During the three months ended June 30, 2026, the Company repurchased 2,132,773 shares of its Common Stock for $10.0 million. There were no repurchases during the first quarter of 2026. All repurchased shares are recorded as treasury stock.

Common Stock

On July 24, 2025, the Company held a special meeting of the stockholders and received approval for two proposals: (i) the adoption of 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 100,000,000 to 500,000,000; and (ii) the adoption of 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 to 8,034,166 shares.

On September 25, 2025, the Company held a special meeting of stockholders and received approval for an amendment to the Company’s Certificate of Incorporation to increase the number of authorized and outstanding Common Stock from 500,000,000 to 2,500,000,000. The amendment was effective on September 25, 2025. The increase in authorized shares provides additional flexibility to support the Inducement Award Plan (as defined below), among other initiatives.

Tokenization of Stock

On September 24, 2025, the Company entered into a digital transfer agent agreement with Superstate Services LLC with the intent to tokenize the Company’s Common Stock on the Ethereum blockchain. As of the date of this filing, the Company has not tokenized any of its Common Stock.

Note 7 –Warrants

Following is a summary of the Company’s warrant activity for the six months ended June 30, 2026:

During the six months ended June 30, 2026, the Company issued 5,462,952 shares of its Common Stock upon the exercise of 5,462,952 pre-funded common stock warrants with an exercise price of $0.0001, which were held by Consensys, a related party (see Note 12 - Related Parties). As of June 30, 2026, Consensys also holds 3,455,019 warrants to purchase the Company’s Common Stock with exercise prices ranging from $6.15- $8.00 and expire in May 2030 that were issued in connection with a Strategic Advisory Agreement entered into May 2025 (see below).

During the six months ended June 30, 2026, the Company issued 6,354,213 shares of its Common Stock upon the exercise of 6,354,213 pre-funded Common Stock warrants with an exercise price of $0.0001, which were held by our Chairman of our Board, who is also the CEO of Consensys. As of June 30, 2026, the Chairman still holds 80,000 pre-funded Common Stock warrants with an exercise price of $0.0001 which expire May 2030.

In the June 2026 Offering (see Note 6 -Equity), the Company issued the Investor 10,013,351 warrants to purchase up to 10,013,351 shares of Common Stock. Each warrant has an exercise price of $8.15 per share, is immediately exercisable and will expire four years from the date of issuance. The warrants met the criteria for classification within stockholders’ equity as permanent equity, with no subsequent remeasurement required. The fair value of each warrant is estimated on the date of grant using a Black Scholes option-pricing model (“BSOPM”). The Company uses historical option exercise and termination data to estimate the term the options are expected to be outstanding or the contractual term. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is calculated using historical dividend amounts and the stock price at the option issue date. Due to a lack of historical trading of the Company’s own stock, since becoming a digital asset treasury in May 2025 the expected volatility is based on a weighting of historical volatilities of peer companies and the Company’s own volatility (since May 2025) over the expected term of the warrant.

The fair value of each warrant is estimated on the date of grant using the BSOPM and the following assumptions:

The Company issued a Premium Purchase Contract (“PPC”) to an institutional investor for the right to purchase up to 4,500,000 shares of Common Stock in conjunction with the October 2025 Offering. The PPC was economically equivalent to a warrant and had an exercise price of $17.50 per share of Common Stock. The PPC expired on January 15, 2026 and was not exercised.

Following is a summary of the Company’s warrant activity for the six months ended June 30, 2025:

During the three and six months ended June 30, 2025, the Company recognized $16,379 of stock-based compensation expense for 3,455,019 of Strategic Advisor Warrants to purchase shares of common stock issued to Consensys in conjunction with a Strategic Advisory Agreement. The Strategic Advisor Warrants have various exercise prices as follows: (i)1,382,007 shares of Common Stock at an exercise price of $6.15 per share of Common Stock; (ii)691,004 shares of Common Stock at an exercise price of $6.77 per share of Common Stock; (iii)691,004 shares of Common Stock at an exercise price of $7.38 per share of common stock; and (iv)691,004 shares of Common Stock at an exercise price of $8.00 per share of Common Stock.See Note 12 - Related Parties.

The Company recognized $12,864 of stock-based compensation expense recognized as contra-equity for the 2,764,013 Placement Agent Warrants to purchase shares of Common Stock issued to the Agent in conjunction with the May 2025 PIPE Offering. The warrants have an exercise price of $7.68 per share of Common Stock.

All other warrants issued during the three and six months ended June 30, 2025, were issued in connection with our PIPE Offerings as pre-funded warrants as disclosed inNote 6 - Equity.

Note 8 –Stock Compensation

Inducement Award Plan

On August 19, 2025, the board of directors (the “Board”) of the Company, then known as SharpLink Gaming, Inc., adopted the SharpLink Gaming, Inc. Inducement Award Plan (the “Inducement Award Plan”). The Board reserved 3,000,000 shares of the Company’s Common Stock for issuance under the Inducement Award Plan, including restricted stock units (time-based and performance-based), 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.

Stock Options

Option awards are generally granted with an exercise price equal to the market price of the Company’s Common Stock at the date of grant; those options generally vest based on three years of continuous service and have ten-year contractual terms. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the plans. The Company has the following equity plans: Sharplink Ltd. 2021 Equity Incentive Plan and Sharplink, Inc. 2023 Equity Incentive Plan

The Company did not grant any stock options for the three and six months ended June 30, 2026 and 2025, respectively. The Company recognized stock compensation expense for stock options of $0 and $37 for the three months ended June 30, 2026 and 2025, respectively, and $1 and $73 for the six months ended June 30, 2026 and 2025, respectively.

The summary of activity under the plans as of June 30, 2026, and change during the six months ended June 30, 2026, is as follows:

The summary of activity under the plans as of June 30, 2025, and change during the six months ended June 30, 2025, is as follows:

Restricted Stock Units

The Company’s Compensation Committee recommended to the Board and the Board approved the granting of certain restricted stock units (“RSUs”) to employees and the Board that vest over the passage of time as well as performance based restricted stock units.

The following is a summary of RSU activity for the six months ended June 30, 2026:

The following is a summary of RSU activity for the six months ended June 30, 2025:

Restricted Stock Units - Time Based

The Company recognized stock compensation expense for time based RSU awards of $2,490 and $261 for the three months ended June 30, 2026 and 2025, respectively, and $5,423 and $294 for the six months ended June 30, 2026 and 2025, respectively. The total unrecognized compensation cost related to unvested time based RSUs as of June 30, 2026 was $23,960 and will be recognized through 2029 for 1,315,859 unvested RSUs. During the six months ended June 30, 2026, the grant date fair value of the vested and issued restricted stock was $13,450.

Restricted Stock Units - Performance Based

The Company’s Compensation Committee recommended to the Board of Directors and the Board approved the design of performance based restricted stock units (“Performance RSU”) for certain executive officers. The awards are intended to vest based on the achievement of specified financial and operational performance metrics over a three annual performance periods, subject to continued service through the end of each annual performance period. The Company recognizes the stock-based compensation expense in connection with the Performance RSUs when they are granted or at the service inception date if the service inception date precedes the grant date. As of June 30, 2026, a grant date had not yet been established for 49,265 Performance RSUs because certain performance conditions and award parameters remained subject to the final determination by the Board of Directors. The Company remeasures the fair value of the award at each reporting date, as the service date preceded the grant date. In the period in which the grant date occurs, cumulative compensation cost will be adjusted to reflect the cumulative effect of measuring compensation cost based on the fair value at the grant date rather than the fair value previously used at the service inception date or subsequent reporting dates. For the three and six months ended June 30, 2026, the Company recognized $566 and $632, respectively, in stock compensation expense. Unamortized stock compensation expense of $4 will be recognized through 2026 for 49,265 unvested RSUs.

On June 29, 2026, the Compensation Committee certified achievement of the maximum performance level (200% of target) for the first annual performance cycle (July 1, 2025 through June 30, 2026) for three of the Company’s executive officers, and amended the related 2025 Performance RSU award agreements to provide that units earned for each annual performance cycle vest at the end of that cycle, rather than cliff-vesting at the original July 24, 2028 vesting date. The vesting amendment shortened the requisite service period for the first tranche of these awards from approximately 35 months to approximately 10 months, which the Company accounted for as a change in accounting estimate, recognizing the cumulative effect in the three months ended June 30, 2026.

The accounting grant date for the first tranche is June 29, 2026 for two of these executive officers, whose awards the Compensation Committee approved under its charter authority, and July 3, 2026 for the remaining executive officer, whose award required and received approval by unanimous written consent of the Board of Directors. Because the June 29, 2026 grant date occurred within the second quarter of 2026 and those two awards were fully vested at June 30, 2026, they were measured at the June 29, 2026 grant-date fair value of $4.92 per unit and fully recognized in the three and six months ended June 30, 2026, with no further cost recognized thereafter. The remaining executive officer’s first-tranche award was unvested at June 30, 2026; the second-quarter cost was measured at the June 30, 2026 reporting-date fair value of $4.80 per unit, and cumulative cost will be trued up to the $5.31 grant-date fair value in the third quarter of 2026, when the July 3, 2026 grant date occurs. Also seeNote 14- Subsequent Events.

Net Share Settlement of Restricted Stock Units

Upon vesting of certain RSUs, the Company withholds a portion of the shares otherwise issuable to satisfy the employees’ statutory tax withholding obligation. As a result, the number of shares ultimately issued is less than the number of RSUs vested. During the period ended June 30, 2026, RSUs representing 960,467 shares vested on a gross basis, of which 74,539 were issued to employees not subject to net share settlement, and 382,699 shares were withheld to satisfy tax withholding obligations, which resulted in 503,229 net shares issued to employees, executives and our former Co-CEO. The shares withheld are treated as a repurchase of Common Stock and recorded as a reduction of $(3,068) to additional paid-in-capital.

Note 9 –Income Taxes

On a quarterly basis, we estimate our annual effective tax rate and record a quarterly income tax provision based on the anticipated rate. As the year progresses, we refine our estimate based on the facts and circumstances, including discrete events, by each tax jurisdiction. The effective tax rate for the six months ended June 30, 2026 was 0.20%, primarily due to the full valuation allowance for the Company’s deferred tax assets as of June 30, 2026, as well as the current tax expense of $(2,181) for the six months ended June 30, 2026. At each reporting period, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. At June 30, 2026, management has determined that there is not sufficient positive evidence to conclude that it is more likely than not that the Company’s net deferred tax asset will be fully realized.

Although the Company maintains a full valuation allowance against its net deferred tax assets, the Company has been, and expects to continue to be, a net taxpayer on a quarterly and annual basis, resulting in the recognition of current income tax expense and the payment of cash income taxes. This is primarily attributable to the recognition of LsETH and weETH staking rewards being recognized for income tax purposes as revenue. LsETH and weETH staking rewards are recognized as revenue for financial reporting purposes only when the LsETH or weETH are redeemed and derecognized, measured at the fair value of ETH at contract inception, which is when the ETH were staked. Further, the Company has limited ability to utilize its Net Operating Losses available to offset current year taxable income due to the 80% limitation on the utilization of post-2017 federal Net Operating Losses under Section 172 of the Internal Revenue Code.

Note 10 -Commitments and Contingencies

From time to time, the Company may enter into certain types of contracts that require it to indemnify parties against third-party claims. The conditions of these obligations vary. In addition, legal claims may be made against the Company in the ordinary course of business, which could result in legal proceedings. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, which could have a material adverse effect on the Company’s results of operations for that period or future periods.

The Company has entered into certain capital markets arrangements in connection with its Amended and Restated May 2025 ATM Sales Agreement (seeNote 6-Equity) that include broker compensation provisions contingent upon future sales activity. Certain of these arrangements provide for a minimum broker fee over a specified period, which would be payable only in the event that aggregate fees generated under the ATM Offering do not meet the specified minimum threshold over a one-year period ending August 2026. In July 2026, the Company received confirmation that it will not be required to make any payment under these provisions, thereby eliminating the contingency. No liability had been accrued related to these arrangements as of period ended June 30, 2026 and December 31, 2025.

Linea Deployment Commitment

On December 18, 2025, the Company entered into a Strategic Partnership Agreement with Consensys Software Inc., Linea, ether.fi, and EigenCloud (the “Linea Agreement”), under which the Company committed to bridge and maintain a minimum of $200.0 million of ETH and weETH on the Linea network over a two-year term. The Company was required to reach the $200.0 million minimum within six months of the effective date and to maintain deployed assets at or above that threshold for the remainder of the term of the agreement. The Company satisfied the minimum deployment requirement during the first quarter of 2026, and as of June 30, 2026 remained in compliance with the maintenance threshold. Although the Company has no intention of reducing its commitment below the contractual minimum at this time, a reduction of deployed assets below the $200.0 million floor may expose the Company to damages beyond the return of the deployed assets provided it is determined the reduction constituted a material breach of the contract. The Company’s assessment of any damages from a contractual breach under the Linea Agreement to be remote and, therefore, has not recorded a liability.

Office Lease

In April 2026, the Company entered into a sublease for office space in New York, New York, which commenced on May 1, 2026 and expires on November 30, 2027. The Company accounts for the arrangement as an operating lease under ASC 842 and, having elected the risk-free rate practical expedient, measured the lease liability at commencement using a discount rate of 3.73%. At June 30, 2026, the Company had recorded a right-of-use asset of approximately $180, included in other assets, and a corresponding operating lease liability of approximately $202, with $86 in other liabilities and $116 in accounts payable and accrued expenses, on the condensed consolidated balance sheet. Lease cost is recognized on a straight-line basis over the lease term, and future undiscounted lease payments total approximately $208 through November 30, 2027

Risks and Uncertainties

The Company holds ETH and ETH-related crypto assets with regulated custodians that safeguard the Company’s private keys. ETH and ETH-related crypto assets are controllable only by the possessor of both the unique public key and private key(s). The custodial services contracts do not restrict the Company’s ability to reallocate ETH and ETH-related crypto assets among custodians. The Company’s ability to access, transfer, or withdraw its crypto assets is therefore not contractually restricted, and the Company is able to convert or reallocate crypto assets as needed to meet operating requirements or settle obligations.

A portion of the Company’s ETH is deployed in liquid staking protocols. Staked ETH, LsETH and weETH remain accessible to the Company, subject to the applicable unbonding or withdrawal periods of the underlying protocol. The Ethereum network permits withdrawals of staked ETH, and the Company has the ability to request and receive withdrawals in the normal course of business. The Company also assesses whether staking-related lock-ups or protocol-level withdrawal queues create any restrictions that would affect liquidity or the timing of settlement of obligations.

The Company’s crypto assets are subject to fair value volatility. Changes in market prices directly affect the carrying value of crypto assets measured at fair value and may result in unrealized gains or losses. For crypto assets measured at cost less impairment, declines in observable market prices may result in impairment charges. During the three months ended June 30, 2026 and 2025, the Company recognized a net fair value unrealized loss on its ETH of $(320,921) and $(2,437) and an impairment loss on its LsETH and weETH of $(76,093) and $(87,813), respectively. During the six months ended June 30, 2026 and 2025, the Company recognized a net fair value unrealized loss on its ETH of $(827,567) and $(2,437) and an impairment loss on its LsETH and weETH of $(267,763) and $(87,813), respectively. These unrealized losses and impairment losses reflect the decline in ETH prices during the periods.

During the three and six months ended June 30, 2026, we recognized realized losses on incentive tokens earned, due to changes in fair value, of $304 and $514, respectively, and unrealized losses upon the receipt of rebate and incentive tokens of $82 and $100, respectively.

The Company’s custodial arrangements with Anchorage Digital Bank N.A. and Coinbase Inc. include operational controls designed to mitigate risks of loss, including multi-user approval quorums and internal controls requiring face-to-face authorization for non-recurring transactions. These quorums are unalterable by the users and provide safeguards for both the misappropriation of assets as well as mitigating the risk of a misstatement. While these controls reduce operational risk, the Company continues to evaluate counterparty, concentration, and operational risks associated with custodial relationships and considers these factors in assessing credit risk, fair value measurement inputs, and impairment indicators.

The Company also deploys ETH using decentralized finance and liquid-style protocols. All trading and investment activity involves risk, which is heightened in the case of decentralized finance due to the irrevocable nature of blockchain transactions and the possibility of errors in smart contracts. These risks may affect the recoverability, valuation, or liquidity of crypto assets. Smart-contract vulnerabilities, protocol failures, or validator-level issues could result in partial or total loss of staked or deployed assets. The Company evaluates these risks when determining fair value hierarchy levels, impairment indicators, and whether any restrictions on use or withdrawal require separate disclosure.

The Ethereum protocol enforces ownership and withdrawal rights for staked assets. The safeguarding of staked digital assets is enforced at the base protocol level and is protected by security mechanisms that are trusted globally across the Ethereum network. These protocol-level assurances support the Company’s conclusion that staked ETH remains accessible and under the Company’s control for financial-statement purposes.

The Company performs monthly and quarterly reconciliations of all wallet activity and staking revenue. The Company verifies the existence of a staking pipeline utilizing open-source smart contracts in the expected manner and in-line with on-chain protocols. These procedures support the Company’s assessment of existence, rights and obligations, and completeness of digital-asset balances and related revenue.

Master Lender Agreement

On November 26, 2025, the Company entered into a Master Lender Agreement (“Master Lender Agreement”) with FalconX Charlie Inc. (“FalconX”), whereas the Company may borrow U.S. dollars or specified digital assets under individually negotiated term sheets. Borrowings under the Master Lender Agreement are secured by collateral in the form of U.S. dollars, digital assets or eligible securities and are subject to initial collateral ratio and ongoing margin maintenance requirements. There is no defined minimum or maximum loan amount and FalconX has no obligation to approve a lending request. A monthly Loan Fee is calculated by the Lender and agreed on between FalconX and the Company. The Master Lender Agreement also contains normal representations and warranties and includes provisions on hard forks and a termination event tied to specific valuation thresholds. The Master Lender Agreement remains in effect until terminated by either party, provided any outstanding borrowings are repaid in full. There were no borrowings under the Master Lender Agreement during the six months ended June 30, 2026.

Note 11 –Net Loss Per Share

Basic net loss per share is calculated by dividing net loss available to Common Stockholders by the weighted-average number of Common Stock outstanding during the period excluding the effects of any potentially dilutive securities. As of June 30, 2026, the Company has issued and outstanding prefunded warrants that are exercisable at a nominal price and exercisable at any time by the holder (seeNote 7 - Warrants). As such, the prefunded warrants have been determined to be equivalent to Common Stock and included in basic weighted-average Common Stock outstanding.

Diluted net loss per share is computed similarly to basic loss per share, except that the denominator is increased to include the number of additional Common Stock that would have been outstanding if potential shares of Common Stock had been issued if such additional Common Stock were dilutive.

As the Company had net loss from operations for the three and six months ended June 30, 2026 and June 30, 2025, the following presents anti-dilutive securities excluded from basic and diluted net loss per share calculated on the statement of operations as their inclusion would have been anti-dilutive.

Note 12 –Related Parties

Warrants

As discussed inNote 7 – Warrants, the Company has warrants issued and outstanding that are held by its Chairman of the Board (who also serves as CEO of Consensys), as well as warrants issued directly to Consensys, both of which are considered related parties. During the six months ended June 30, 2026, the Chairman and Consensys exercised pre-funded warrants, resulting in the issuance of 11,817,165 shares of Common Stock.

Linea Consortium

The Company is a founding member of the Linea Consortium, along with Consensys, a leading governance body supporting the development of Ethereum’s most aligned Layer 2 blockchain network. See Note 10 - Commitments and Contingencies.

Note 13 –Operating Segments

The Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”) and evaluates the financial performance of the business and makes resource allocation decisions on the basis of its two different revenue sources. The ETH Treasury Management segment captures ETH-based yield generated by participating in Ethereum network’s staking protocol which is currently comprised of rewards received from native and liquid staking. The Affiliate Marketing segment is focused on performance-based customer acquisition services for leading sportsbooks and online casino gaming operators throughout the world. The CODM assesses financial performance by segment for revenue, operating profit (loss) and key operating expenses, as well as significant segments assets, as detailed below.

As a result, the Company operatestwo reportable segments under ASC 280, Segment Reporting, ETH Treasury Management and Affiliate Marketing.

ETH Treasury Management

In June 2025, the Company launched an ETH-centered treasury strategy and established ETH Treasury Management as a dedicated operating segment, delivering recurring, yield-based revenue and returns. The staking revenues are derived from the rewards the Company earns by actively participating in the Ethereum network’s proof-of-stake consensus mechanism. The Company delegates ETH holdings to validators that process and verify transactions on the blockchain. In return, the Company receives 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 and restaking activities. In addition to the staking and restaking activities, the ETH Treasury Management segment receives monthly protocol incentives from ether.fi, Linea, and EigenCloud under the SPA in exchange for providing and maintaining TVL on Linea. Total ETH Treasury Management net loss from operations before income taxes was $(393,214) and $(1,077,546) for the three and six months ended June 30, 2026, respectively, and $(101,926) and $(101,926) for the three and six months ended June 30, 2025, respectively.

Affiliate Marketing

The Company’s Affiliate Marketing operations include performance marketing services, lead generation and data analytics. The Company focuses on delivering quality traffic and player acquisitions, retention and conversions to global casino gaming partners worldwide in exchange for a commission (cost per acquisition or portion of net gaming revenues) paid to the Company by the partners for the new players referred to them.

Total Affiliate Marketing net loss from operations before income taxes was $(61) and $(108) for the three and six months ended June 30, 2026, respectively, and $(1,470) and $(2,442) for the three and six months ended June 30, 2025, respectively.

The following table presents significant segment assets regularly provided to and reviewed by the CODM for each operating segment as of the periods ended June 30, 2026:

The following table presents significant segment assets regularly provided to and reviewed by the CODM for each operating segment for the year ended December 31, 2025:

The following table presents significant segment revenues and expenses regularly provided to and reviewed by the CODM for each operating segment for the three months ended June 30, 2026 and 2025:

The following table presents significant segment expenses regularly provided to and reviewed by the CODM for each operating segment for the six months ended June 30, 2026 and 2025:

Revenue by Geographic Location

Summarized revenues by country in which the Company operated for the three and six months ended June 30, 2026 and 2025 are shown below. All ETH Treasury Management revenue occurred within the United States.

The Company does not have material assets in foreign jurisdictions.

Note 14 –Subsequent Events

Restricted Stock Units - Performance Based

On July 3, 2026, the Board of Directors approved the target award level for the first performance cycle (July 1, 2025 through June 30, 2026) of the Chief Executive Officer’s performance-based RSUs, establishing the accounting grant date for the first tranche of that award. The units earned at the Compensation Committee’s certified maximum performance level (200% of target), totaling 98,530 units, vested upon the Board’s approval and were measured at a grant-date fair value of $5.31 per unit for an aggregate grant-date fair value of $523. Because the grant date and vesting occurred after June 30, 2026, these units were not included in the restricted stock units released, or in the related net share settlement, presented in Note 8 as of June 30, 2026.

Upon settlement, the Company withheld 50,124 shares to satisfy $266 of statutory tax withholding obligations, resulting in 48,406 net shares issued to the Chief Executive Officer. The shares withheld will be treated as a repurchase of Common Stock in the third quarter of 2026.

The Chief Executive Officer’s second-quarter 2026 compensation cost for this tranche was measured at the June 30, 2026 reporting-date fair value of $4.80 per unit. Upon establishment of the July 3, 2026 grant date, cumulative compensation cost will be adjusted to the $5.31 grant-date fair value, resulting in additional stock-based compensation expense of approximately $50 to be recognized in the third quarter of 2026.

Grants of Restricted Stock Units

In July 2026, the Company granted ten RSUs awards to its executive officers under its equity incentive plan, consisting of five time-based awards covering an aggregate of approximately 1,456,375 shares and five performance-based awards covering an aggregate of approximately 728,183 shares. The time-based awards vest over their respective requisite three-year service periods. The performance-based awards vest over three annual performance periods, with the first performance period ending on June 30, 2027, subject to the Company’s evaluation of the applicable performance metrics as of that date. Because those performance metrics are subjective and will not be established until that evaluation is completed, a mutual understanding of the awards’ key terms and conditions does not yet exist and, accordingly, a grant date has not been established for the performance-based awards under ASC 718.

Launch of Galaxy Sharplink Onchain Yield Fund

On August 7, 2026, the Company and Galaxy Digital executed definitive agreements establishing the Galaxy Sharplink Onchain Yield Fund, LP (the “Fund”), a $125.0 million institutional investment vehicle designed to deploy ETH into professionally managed onchain yield strategies. The Fund launched with aggregate capital commitments of $125.0 million, consisting of a $100.0 million capital commitment from the Company and a $25.0 million capital commitment from Galaxy Digital. The Company’s commitment is expected to be funded in accordance with the terms of the partnership agreement. Galaxy Digital serves as the Fund’s investment manager and is responsible for opportunity sourcing, risk management and capital deployment. The Company participates in the Fund as a limited partner. The Fund is intended to maintain exposure to ETH and associated staking rewards while deploying capital into targeted onchain yield strategies.