Sharplink, Inc.

Previous wording

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Current wording

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Previous wording

The discussions in this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions with respect to the future and management’s current expectations, involve certain risks and uncertainties and are not guarantees. These forward-looking statements include, but are not limited to, statements concerning our treasury strategy, capital allocation, expectations for the Ethereum network and the broader digital asset market, competition, future operations, future financial position, staking and yield activity, future revenues, projected costs, profitability, expected cost reductions, capital adequacy, expectations regarding demand and acceptance for our technologies, growth opportunities and trends in the markets in which we operate, prospects and plans and objectives of management. The words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” “predicts” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Future results may differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as amended, and that are otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025. The discussion of such risks is not an indication that any such risks have occurred at the time of this filing. We do not assume any obligation to update any forward-looking statements.

Current wording

The discussions in this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions with respect to the future and management’s current expectations, involve certain risks and uncertainties and are not guarantees. These forward-looking statements include, but are not limited to, statements concerning our treasury strategy, capital allocation, expectations for the Ethereum network and the broader digital asset market, competition, future operations, future financial position, staking and yield activity, future revenues, projected costs, profitability, expected cost reductions, capital adequacy, expectations regarding demand and acceptance for our technologies, growth opportunities and trends in the markets in which we operate, prospects and plans and objectives of management. The words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” “predicts” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Future results may differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, and that are otherwise described or updated from time to time in our other filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025. The discussion of such risks is not an indication that any such risks have occurred at the time of this filing. Except as required by law, we do not assume any obligation to update any forward-looking statements.

Previous wording

We are responsible for all information contained in this Quarterly Report on Form 10-Q. In some cases, we have relied on market and industry data from third-party sources we believe to be reliable. These market estimates combine independent industry publications with our own assumptions about the Ethereum industry and broader market. Although we are not aware of any material inaccuracies in this data, it involves risks, uncertainties, and is subject to change based on various factors and these factors may be outside of the control of the Company. These factors include those discussed under “Cautionary Note Regarding Forward-Looking Statements,” Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.

Current wording

We are responsible for all information contained in this Quarterly Report on Form 10-Q. In some cases, we have relied on market and industry data from third-party sources we believe to be reliable. These market estimates combine independent industry publications with our own assumptions about the Ethereum industry and broader market. Although we are not aware of any material inaccuracies in this data, it involves risks and uncertainties and is subject to change based on various factors and these factors may be outside of the control of the Company. These factors include those discussed under “Cautionary Note Regarding Forward-Looking Statements,” Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.

Previous wording

Unless the context indicates otherwise, references in this Quarterly Report on Form 10-Q to “Sharplink,” “Sharplink US,” “our Company,” “we,” “our,” and “us” refer to Sharplink, Inc., a Delaware corporation, and its wholly owned subsidiaries.

Current wording

Unless the context indicates otherwise, references in this Quarterly Report on Form 10-Q to “Sharplink,” “our Company,” “we,” “our,” and “us” refer to Sharplink, Inc., a Delaware corporation, and its wholly owned subsidiaries.

Previous wording

Headquartered in Miami, Florida, Sharplink undertook a significant strategic shift in June 2025 by becoming one of the world’s largest publicly traded companies to adopt Ether (“ETH”), the native token of the Ethereum blockchain, as its primary treasury asset. The strategy is designed to combine disciplined public-market capital allocation with active, risk-managed treasury operations to increase ETH held per share over time and support long-term shareholder value. The Company also operates an online affiliate marketing company that delivers fan activation solutions to sportsbook and online casino gaming partners.

Current wording

Headquartered in Miami, Florida, Sharplink undertook a significant strategic shift in June 2025 by becoming one of the world’s largest publicly traded companies to adopt Ether (“ETH”), the native token of the Ethereum blockchain, as its primary treasury asset. The strategy combines disciplined capital allocation and productive deployment of our ETH treasury, with the objective of increasing ETH per Share over time and supporting long-term shareholder value. We seek to generate ETH-denominated returns through staking and selected additional treasury activities, subject to liquidity needs, costs and risk limitations. The Company also operates an online affiliate marketing business serving sportsbook and online casino gaming partners.

Previous wording

Sharplink has concurrently realigned its corporate structure to support this strategic transition by organizing its activities into two distinct reportable segments. This segmentation is intended to enhance transparency into the Company’s operating performance and provide investors with clearer insight into the underlying drivers of revenue, expenses and capital allocation priorities across the business. As the ETH treasury and related revenue platform scale, management also expects this structure to support disciplined capital deployment and greater operating leverage across the Company’s corporate infrastructure.

Current wording

Sharplink has realigned its corporate structure to support this strategic transition by organizing its activities into two distinct reportable segments. This segmentation is intended to enhance transparency into the Company’s operating performance and provide investors with clearer insight into the underlying drivers of revenue, expenses and capital allocation priorities across the business. As the ETH treasury and related revenue platform scale, management also expects this structure to support disciplined capital deployment and greater operating leverage across the Company’s corporate infrastructure.

Previous wording

The Company also utilizes liquid staking and restaking arrangements, whereby ETH is deployed into third-party protocols in exchange for liquid staking tokens (“LSTs”) and liquid restaking tokens (“LRTs”), including instruments such as LsETH and weETH. These arrangements allow the Company to maintain exposure to underlying staked ETH while accessing additional on-chain liquidity and yield opportunities. In certain cases, the Company earns incentive-based revenue from third-party programs designed to promote ecosystem participation, including rewards tied to maintaining total value locked (“TVL”) within specific blockchain environments.

Current wording

The Company also utilizes liquid staking arrangements, whereby ETH is deployed into third-party protocols in exchange for liquid staking tokens (“LSTs”), including instruments such as LsETH, weETH and wrapped staked ETH (“wstETH”). These arrangements allow the Company to maintain exposure to underlying staked ETH while accessing additional onchain liquidity and yield opportunities. In certain cases, the Company earns incentive-based revenue from third-party programs designed to promote ecosystem participation, including rewards tied to maintaining total value locked (“TVL”) within specific blockchain environments.

Previous wording

On December 18, 2025, the Company entered into a Strategic Partnership Agreement (the “SPA”) with ether.fi, EigenCloud, Linea Consortium (“Linea”), a related party, and Consensys Software, Inc. (“Consensys”), a related party, pursuant to which the Company agreed to bridge and maintain weETH from its treasury on Linea, a zero-knowledge Ethereum Virtual Machine (“zkEVM”) Layer 2 network, over an initial 24-month period through Anchorage Digital Bank N.A., its qualified custodian. Consensys will not receive any fees or commission on the Company’s deployment of ETH on Linea. In addition to the staking and restaking rewards reflected in the weETH conversion rate, the Company is entitled under the SPA to monthly protocol incentives funded by ether.fi, Linea and EigenCloud based on month-end TVL metrics, subject to contractual caps and payable in the form of ETH and weETH. The Company accounts for the protocol incentives as revenue under ASC 606 because ether.fi, Linea and EigenCloud provide consideration in exchange for the Company’s service of providing and maintaining TVL on Linea. Revenue is recognized over each monthly service period as the Company satisfies its performance obligation and the amount of consideration becomes determinable and is no longer constrained; subsequent changes in the fair value of the digital assets attributable solely to the form of consideration are recognized separately in earnings.

Current wording

On December 18, 2025, the Company entered into a Strategic Partnership Agreement (the “SPA”) with ether.fi, EigenCloud, Linea Consortium (“Linea”), a related party, and Consensys Software, Inc. (“Consensys”), a related party, pursuant to which the Company agreed to bridge and maintain weETH from its treasury on Linea, a zero-knowledge Ethereum Virtual Machine (“zkEVM”) Layer 2 network, over an initial 24-month period through Anchorage Digital Bank N.A., its qualified custodian. Consensys will not receive any fees or commission on the Company’s deployment of ETH on Linea. In addition to the staking rewards reflected in the weETH conversion rate, the Company is entitled under the SPA to monthly protocol incentives funded by ether.fi, Linea and EigenCloud based on month-end TVL metrics, subject to contractual caps and payable in the form of ETH and weETH. The Company accounts for the protocol incentives as revenue under ASC 606 because ether.fi, Linea and EigenCloud provide consideration in exchange for the Company’s service of providing and maintaining TVL on Linea. Revenue is recognized over each monthly service period as the Company satisfies its performance obligation and the amount of consideration becomes determinable and is no longer constrained; subsequent changes in the fair value of the digital assets attributable solely to the form of consideration are recognized separately in earnings.

Previous wording

The Company’s staking infrastructure, custody relationships and operational controls are structured to meet the governance, security and oversight standards expected of a public company. These arrangements are intended to support safe participation in Ethereum’s PoS network and related protocols while maintaining compliance with applicable regulatory, risk-management and financial-reporting requirements.

Current wording

The Company’s staking infrastructure, custody relationships and operational controls are structured to meet the governance, security and oversight standards expected of a public company. These arrangements are intended to support participation in Ethereum’s PoS network and related protocols while maintaining compliance with applicable regulatory, risk-management and financial reporting requirements.

Previous wording

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

Current wording

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

Previous wording

Sharplink’s growth strategy is focused on disciplined capital allocation, compounding ETH Concentration, increasing the productivity of its ETH treasury and leveraging its scale while preserving strategic flexibility as the Ethereum ecosystem and digital asset treasury segment evolve. The Company seeks to support long-term shareholder value through the following key initiatives:

Current wording

Sharplink’s growth strategy is focused on disciplined capital allocation, compounding ETH per Share, increasing the productivity of its ETH treasury and leveraging its scale while preserving strategic flexibility as the Ethereum ecosystem and digital asset treasury segment evolve. The Company seeks to support long-term shareholder value through the following key initiatives:

Previous wording

Our decision to accumulate ETH as a core treasury asset is grounded in a forward-looking view of the evolving global financial ecosystem. We believe Ethereum’s programmability, security and active developer ecosystem position it as foundational infrastructure for programmable financial activity. With Ethereum’s PoS consensus mechanism and the growth of scalable Layer 2 networks, ETH can be deployed productively through staking and related activities while retaining exposure to network growth. Management believes Ethereum entered a more mature phase of institutional adoption during the period. We seek to participate in that adoption cycle as a disciplined, long-term holder and productive steward of ETH, with an objective of compounding ETH Concentration over time.

Current wording

Our decision to accumulate ETH as a core treasury asset is grounded in a forward-looking view of the evolving global financial ecosystem. We believe Ethereum’s programmability, security and active developer ecosystem position it as foundational infrastructure for programmable financial activity. With Ethereum’s PoS consensus mechanism and the growth of scalable Layer 2 networks, ETH can be deployed productively through staking and related activities while retaining exposure to network growth. We seek to participate in that adoption cycle as a disciplined, long-term holder and productive steward of ETH, with an objective of compounding ETH per Share over time.

Previous wording

Our capital allocation framework is designed to increase shareholder exposure to ETH within a prudent risk-management framework. We evaluate capital issuance, ETH accumulation, treasury deployment and share repurchases dynamically based on market conditions and the expected long-term effect on ETH Concentration and shareholder value. Capital may be raised through equity, equity-linked debt, debt or other contracts or arrangements intended to fund the purchase of ETH, whether or not classified as a liability, debt or equity (collectively, “Financings”). We may seek to access capital when terms are attractive, acquire ETH at prices management considers attractive, and repurchase shares when management believes they trade below its assessment of underlying value, subject in each case to available capital, applicable law and other considerations. We have not set a specific target for the maximum amount of ETH we seek to hold.

Current wording

Our capital allocation framework is designed to increase shareholder exposure to ETH within a prudent risk-management framework. We evaluate capital issuance, ETH accumulation, treasury deployment and share repurchases dynamically based on market conditions and the expected long-term effect on ETH per Share and shareholder value. Capital may be raised through equity, equity-linked debt, debt or other contracts or arrangements intended to fund the purchase of ETH, whether or not classified as a liability, debt or equity (collectively, “Financings”). We may seek to access capital when terms are attractive, acquire ETH at prices management considers attractive, and repurchase shares when management believes they trade below its assessment of underlying value, subject in each case to available capital, applicable law and other considerations. We have not set a specific target for the maximum amount of ETH we seek to hold.

Previous wording

We track and report key performance indicators (“KPIs”) designed to provide transparency into the execution and effectiveness of our ETH Treasury Management strategy. Among these, ETH Concentration and its growth over time are central measures by which we evaluate progress. ETH Concentration is calculated by dividing total ETH holdings by Basic-Equivalent Shares Outstanding and expressing the result per 1,000 shares. The metric reflects both the scale of our ETH accumulation and the capital efficiency of our treasury operations. By prioritizing this metric, we focus on long-term shareholder value rather than short-term fluctuations in asset prices or market capitalization.

Current wording

We track key performance indicators (“KPIs”) to evaluate our ETH Treasury Management strategy. Our ETH concentration metric, referred to as “ETH per Share,” is expressed as ETH per 1,000 Basic Equivalent Shares Outstanding, not ETH per individual share. It is calculated by dividing total ETH holdings, including the ETH equivalent of receipt tokens on an as-if-redeemed basis, by Basic Equivalent Shares Outstanding and multiplying by 1,000. The metric reflects both the scale of our ETH accumulation and the capital efficiency of our treasury operations. By prioritizing this metric, we focus on long-term shareholder value rather than short-term fluctuations in asset prices or market capitalization.

Previous wording

We view disciplined capital allocation and treasury productivity as complementary sources of potential compounding. Capital allocation can expand the ETH base, while native staking, liquid staking, restaking and selected on-chain treasury activities can generate additional ETH-denominated rewards or other returns on that base. We evaluate such activities on a risk-adjusted basis, with emphasis on liquidity, qualified custody, operational controls and institutional governance.

Current wording

We view disciplined capital allocation and treasury productivity as complementary sources of potential compounding. Capital allocation can expand the ETH base, while native staking, liquid staking and selected onchain treasury activities can generate additional ETH-denominated rewards or other returns on that base. We evaluate such activities on a risk-adjusted basis, with emphasis on liquidity, qualified custody, operational controls and institutional governance.

Previous wording

Basic-equivalent shares outstanding consist of common shares outstanding plus shares issuable upon exercise of pre-funded warrants, which carry a nominal exercise price. We currently generate yield on our ETH holdings through native staking and liquid staking and restaking arrangements, which include participation in protocols that issue LSTs, such as LsETH, and LRTs, such as weETH. In native staking, our ETH is deposited into the Ethereum smart contract while withdrawal credentials remain controlled by our custodian, and the underlying ETH is not derecognized. Rewards earned from native staking are recognized as revenue is earned. Revenue is also recognized for amounts earned under third-party arrangements to provide and maintain TVL or similar protocol services (“protocol incentives”), which are accounted for separately under applicable revenue recognition guidance.

Current wording

We currently generate yield on our ETH holdings through native staking and liquid staking arrangements, which include participation in protocols that issue liquid staking tokens (“LSTs”), such as LsETH, wstETH and weETH. In native staking, our ETH is deposited into the Ethereum staking deposit contract while withdrawal credentials remain controlled by our custodian, and the underlying ETH is not derecognized. Rewards earned from native staking are recognized as revenue when earned. Revenue is also recognized for amounts earned under third-party arrangements to provide and maintain TVL or similar protocol services (“protocol incentives”), which are accounted for separately under applicable revenue recognition guidance.

Previous wording

In liquid staking and restaking arrangements, we deposit ETH into third-party protocols and receive LsETH or weETH, respectively, which are redeemable receipt tokens representing a claim on the underlying staked ETH and related rewards. Upon staking ETH through the liquid staking and restaking protocols, the ETH is derecognized and the LsETH and weETH token received concurrently are then recognized. Any gain or loss on the staking transaction is recognized based on the difference between the carrying amount of the ETH staked and the fair value of the LsETH and weETH received; and included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of operations. The LsETH or weETH received is recognized as an indefinite-lived intangible asset accounted for at cost less impairment.

Current wording

In liquid staking arrangements, we deposit ETH into third-party protocols and receive LsETH, weETH or wstETH, which are redeemable receipt tokens representing a claim on the underlying staked ETH and related rewards. Upon staking ETH through the liquid staking protocols, the ETH is derecognized and the LsETH, weETH, or wstETH received concurrently is then recognized. Any gain or loss on the staking transaction is recognized based on the difference between the carrying amount of the ETH staked and the fair value of the LsETH, weETH or wstETH received and is included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of operations. The LsETH, weETH, or wstETH received is recognized as an indefinite-lived intangible asset accounted for at cost less impairment.

Previous wording

These receipt tokens may increase in value over time due to protocol-based reward mechanisms reflected in changes in exchange rates relative to ETH; however, such increases do not represent revenue and are not recognized in our financial statements until realized through redemption or sale. Revenue is also recognized for incentives earned from third-party arrangements, which are accounted for separately under applicable revenue recognition guidance.

Current wording

These receipt tokens may increase in value over time due to protocol-based reward mechanisms reflected in changes in exchange rates relative to ETH; however, such increases do not represent revenue and are not recognized in our financial statements until realized through redemption or sale.

Previous wording

The accounting models applicable to ETH, LsETH and weETH may cause period-to-period results to include unrealized fair-value changes or impairment charges that do not represent realized cash gains or losses and do not, by themselves, change the number of digital asset units held. Accordingly, management evaluates reported results together with the quantity and composition of digital assets held, ETH-denominated rewards and protocol incentives earned, and related cash flows.

Current wording

The accounting models applicable to our crypto asset holdings and related investments may cause period-to-period results to include unrealized fair-value changes or impairment charges that do not represent realized gains or losses and do not, by themselves, change the number of crypto asset units held. Accordingly, management evaluates reported results together with the quantity and composition of crypto assets held, ETH-denominated rewards and protocol incentives earned, and related cash flows.

Previous wording

Since initiating our ETH Treasury Management operations, we have accumulated approximately 888,938 in total ETH holdings, comprised of 634,255 in native ETH and 181,748 and 72,935 in ETH on an as if redeemed basis from LsETH and weETH, respectively, as of August 3, 2026. The ETH holdings were derived through purchases of ETH, receipts of ETH from investors and ETH rewards. For the three and six months ended June 30, 2026, revenues generated from native staking rewards totaled $8,575 and $18,693 (in thousands). These native staking rewards represent the ETH-based rewards accumulated through the delegation of ETH to staking validators, which we expect to scale in future quarters in correlation with growth in our treasury balance and broader ETH market performance. Our revenue does not include staking rewards generated from our LsETH or weETH holdings. These receipt tokens increase in value over time due to protocol-based reward mechanisms reflected in changes in exchange rates relative to ETH; however, such increases do not represent revenue and are not recognized in our financial statements until realized through redemption or sale. See “Liquid Staking Protocol” disclosure below.

Current wording

Since initiating our ETH Treasury Management operations, we have accumulated approximately 895,117 in total ETH holdings, comprised of 603,953 in native ETH, 135,868 in ETH on an as-if-redeemed basis from LsETH, 73,601 in ETH on an as-if-redeemed basis from weETH and 81,695 in ETH on an as-if-redeemed basis from wstETH, as of November 2, 2026. The ETH holdings were derived through purchases of ETH, receipts of ETH from investors and ETH rewards. Total ETH holdings include 8,054 wstETH that we contributed to the Galaxy Sharplink Onchain Yield Fund, LP (the “Fund”). Although these units are held by the Fund and are no longer in our custody, we include them because the contribution is part of our overall ETH treasury strategy and continues to give us economic exposure to ETH. For the three and nine months ended September 30, 2026, revenues generated from native staking rewards totaled $8,540 and $27,231 (in thousands). These native staking rewards represent the ETH-based rewards accumulated through the delegation of ETH to staking validators, which we expect to scale in future quarters in correlation with growth in our treasury balance and broader ETH market performance. Our staking revenue includes native staking rewards, protocol incentives and LsETH rebates as earned, and liquid staking rewards on LsETH, weETH and wstETH when those tokens are redeemed or otherwise derecognized. These receipt tokens increase in value over time due to protocol-based reward mechanisms reflected in changes in exchange rates relative to ETH; however, such increases do not represent revenue and are not recognized in our financial statements until realized through redemption or sale. See “Liquid Staking Protocols” disclosure below.

Previous wording

Our ETH Treasury Management segment includes native staking, liquid staking, restaking activities and protocol incentives.

Current wording

Our ETH Treasury Management segment includes native staking, liquid staking activities and protocol incentives. We evaluate selected strategies against the ETH return available from staking after fees and incremental liquidity, protocol, counterparty and operational risks. Staking returns and other ETH-denominated returns vary over time.

Previous wording

As part of our ETH Treasury Management strategy, we participate in liquid staking through the Liquid Collective protocol, a decentralized, enterprise-focused liquid staking network that enables participants to stake ETH through a set of approved node operators while maintaining liquidity via a transferable receipt token. In a liquid staking arrangement, we transfer ETH to the protocol and receive LsETH, a fungible ERC-20 receipt token, that represents a proportional interest in the protocol’s pool of staked ETH. LsETH is accounted for as an indefinite-lived intangible asset under ASC 350-30, and recorded at historical cost, less any impairment losses.

Current wording

As part of our ETH Treasury Management strategy, we participate in liquid staking through three protocols: the Liquid Collective protocol (LsETH), the ether.fi protocol (weETH) and the Lido protocol (wstETH). In each arrangement, we transfer ETH to the protocol and receive a fungible ERC-20 liquid staking token (“LST”) that represents a proportional interest in the protocol’s pool of staked ETH and accumulated staking rewards, net of fees and penalties. Each of our LSTs is non-rebasing: the number of tokens we hold remains fixed, and staking rewards are instead reflected in a conversion rate to ETH that increases over time. Redemption of LSTs for ETH is subject to validator exit queues, protocol withdrawal mechanics and other conditions that may affect the timing and execution of redemption. As a result, we may not be able to redeem our holdings immediately. LSTs are accounted for as indefinite-lived intangible assets under ASC 350-30, and recorded at historical cost, less any impairment losses.

Previous wording

The Liquid Collective protocol establishes a daily Protocol Conversion Rate (“PCR”), which reflects the amount of ETH into which a unit of LsETH is redeemable. The PCR is calculated by dividing the total ETH held by the protocol, including accumulated staking rewards (net of penalties or slashing fees), by the total number of LsETH tokens in circulation. The PCR is updated daily through the protocol’s on-chain infrastructure and is publicly accessible. The PCR is not a market trading price.

Current wording

The Liquid Collective protocol establishes a daily Protocol Conversion Rate (“PCR”), which reflects the amount of ETH into which a unit of LsETH is redeemable. The PCR is calculated by dividing the total ETH held by the protocol, including accumulated staking rewards (net of penalties or slashing fees), by the total number of LsETH tokens in circulation. The PCR is updated daily through the protocol’s onchain infrastructure and is publicly accessible. The PCR is not a market trading price.

Previous wording

As noted previously, on December 18, 2025, the Company executed the definitive agreement providing for allocation of at least $200 million in ETH for deployment on Linea. Our digital assets, including ETH and weETH, are held in our name by Anchorage Digital Bank N.A., our qualified custodian, on both Ethereum and Linea.

Current wording

As noted previously, on December 18, 2025, the Company executed the definitive agreement providing for allocation of at least $200.0 million in ETH for deployment on Linea. Our digital assets, including ETH and weETH, are held in our name by Anchorage Digital Bank N.A., our qualified custodian, on both Ethereum and Linea.

Previous wording

Upon depositing ETH into the ether.fi protocol and minting weETH, we derecognize the ETH transferred and recognize weETH as a new unit of account at its fair value on the mint date. The difference between the fair value of weETH received and the carrying amount of the ETH transferred is recognized as a realized gain or loss in the condensed consolidated statement of operations. Because weETH provides the holder with an enforceable, pro rata claim on ETH and accumulated rewards held by the ether.fi protocol, weETH does not meet the scope criterion in ASC 350-60-15-1(b), which requires that a crypto asset not provide the holder with enforceable rights to or claims on underlying goods, services or other assets. Accordingly, weETH is outside the scope of ASC 350-60 and is accounted for as an indefinite-lived intangible asset under ASC 350-30.

Current wording

Upon depositing ETH into the ether.fi protocol and minting weETH, we derecognize the ETH transferred and recognize weETH as a new unit of account at its fair value on the mint date. The difference between the fair value of weETH received and the carrying amount of the ETH transferred is recognized as a realized gain or loss in the condensed consolidated statement of operations. Because weETH provides the holder with an enforceable, pro rata claim on ETH and accumulated rewards held by the ether.fi protocol, weETH does not meet the scope criterion in ASC 350-60-15-1(b), that requires that a crypto asset not provide the holder with enforceable rights to or claims on underlying goods, services or other assets. Accordingly, weETH is outside the scope of ASC 350-60 and is accounted for as an indefinite-lived intangible asset under ASC 350-30.

Previous wording

The liquid restaking protocol uses a floating conversion rate, or PCR, between the receipt token and staked tokens, reflecting accrued network rewards, penalties and fees associated with the staked ETH. The conversion rate between weETH and ETH increases over time as staking rewards accrue to the protocol; no new or additional tokens are received. In addition to the core weETH accretion, we are entitled to monthly protocol incentives funded by ether.fi, Linea and EigenCloud under a strategic partnership agreement (“SPA”), with Consensys acting as program administrator. We have concluded that ether.fi, Linea and EigenCloud are each customers under ASC 606 because they provide consideration in exchange for our service of providing and maintaining TVL on Linea, which is an output of our ongoing treasury operations. Consensys is a conduit and is not considered a customer.

Current wording

The ether.fi protocol uses a floating conversion rate, or PCR, between weETH and ETH, reflecting accrued network rewards, penalties and fees associated with the staked ETH. The conversion rate increases over time as staking rewards accrue to the protocol; no new or additional tokens are received. In addition to the core weETH accretion, we are entitled to monthly protocol incentives funded by ether.fi, Linea and EigenCloud under a strategic partnership agreement (“SPA”), with Consensys acting solely as program administrator. We have concluded that ether.fi, Linea and EigenCloud are each customers under ASC 606 because they provide consideration in exchange for our service of providing and maintaining TVL on Linea, which is an output of our ongoing treasury operations. Consensys is not considered a customer.

Previous wording

Each protocol incentive is variable consideration based on month-end TVL metrics, subject to contractual caps and payable in noncash form. We estimate variable consideration using the expected-value method, and noncash consideration is measured at fair value at contract inception in accordance with ASC 606-10-32-21; subsequent changes in the fair value of the underlying tokens attributable solely to the form of consideration do not adjust the transaction price. We apply the variable-consideration allocation exception in ASC 606-10-32-40, allocating each month’s variable consideration to the distinct monthly service period to which it relates. At each month-end, we recognize a receivable for the protocol incentives earned for that period, measured at the fair value of the tokens to be received. Because settlement occurs in digital assets whose fair value fluctuates between the date the receivable is recognized and the settlement date, we have concluded that the receivable contains an embedded derivative. The embedded derivative is subsequently measured at fair value through earnings until settlement. Upon receipt of the tokens, we reclassify the receivable and embedded derivative to the applicable crypto asset account.

Current wording

Each protocol incentive is variable consideration based on month-end TVL metrics, subject to contractual caps and payable in non-cash form. We estimate variable consideration using the expected-value method, and non-cash consideration is measured at fair value at contract inception in accordance with ASC 606-10-32-21; subsequent changes in the fair value of the underlying tokens attributable solely to the form of consideration do not adjust the transaction price. We apply the variable-consideration allocation exception in ASC 606-10-32-40, allocating each month’s variable consideration to the distinct monthly service period to which it relates. At each month-end, we recognize a receivable for the protocol incentives earned for that period, measured at the fair value of the tokens to be received. Because settlement occurs in digital assets whose fair value fluctuates between the date the receivable is recognized and the settlement date, we have concluded that the receivable contains an embedded derivative. The embedded derivative is subsequently measured at fair value through earnings until settlement. Upon receipt of the tokens, we reclassify the receivable and embedded derivative to the applicable crypto asset account.

Previous wording

As of June 30, 2026, we held 66,267 weETH tokens. The following table presents a roll-forward of our weETH holdings, including relevant details related to weETH purchases and impairment losses within the periods presented. 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.

Current wording

The following table presents a roll-forward of our weETH holdings, including relevant details related to weETH acquisitions and impairment losses within the periods presented. Amounts are presented in thousands of U.S. dollars, except for shares, units, and per-share and per-unit amounts. Certain amounts presented in thousands may not sum precisely due to rounding; per-share and per-unit amounts are calculated from underlying unrounded figures.

Previous wording

The following table shows the number of weETH held at the end of this period, as well as market value calculations of our weETH holdings based on the lowest, highest, and ending market prices of one weETH using observable prices across multiple active exchanges. As the volume of weETH trades can significantly fluctuate between multiple decentralized and centralized exchanges, the Company periodically assesses the principal market for weETH.

Current wording

The following table shows the number of LSTs held at the end of this period, as well as market value calculations of our holdings based on the lowest, highest, and ending market prices of one of the respective tokens using observable prices across multiple active exchanges. LsETH prices are derived from the Coinbase exchange, our principal market. Because the volume of weETH and wstETH trades can significantly fluctuate between multiple decentralized and centralized exchanges, the Company periodically assesses the principal market for weETH and wstETH, in accordance with ASC 820.

Previous wording

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

Current wording

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

Previous wording

As described in our condensed consolidated financial statements, our LsETH and weETH are outside the scope of ASC 350-60,*Intangibles—Goodwill and Other—Accounting for and Disclosure of Crypto Assets,*and are accounted for as indefinite-lived intangible assets under ASC 350-30,*Intangibles—Goodwill and Other—General Intangibles Other Than Goodwill,*recorded at cost, less any impairment recognized since acquisition.

Current wording

As described in our condensed consolidated financial statements, our LSTs are outside the scope of ASC 350-60,*Intangibles—Goodwill and Other—Accounting for and Disclosure of Crypto Assets,*and are accounted for as indefinite-lived intangible assets under ASC 350-30,*Intangibles—Goodwill and Other—General Intangibles Other Than Goodwill,*recorded at cost, less any impairment recognized since acquisition.

Previous wording

Under this cost-less-impairment model, we recognize an impairment loss whenever the observable market price of an LsETH or weETH token falls below its carrying value at any time since we acquired that token, and the reduced amount becomes the token’s new cost basis. Once an asset has been impaired, its carrying value is not adjusted for any subsequent recovery or appreciation in market price. As a result, the carrying amounts of these assets on our condensed consolidated balance sheet may be less than their current market value, and our financial statements do not reflect any unrealized appreciation on these holdings. Appreciation, if any, would only be recognized in earnings upon a derecognition event, such as the redemption of the receipt token for ETH, a sale, or an exchange measured as the difference between the consideration received and the asset’s carrying amount, in accordance with ASC 610-20,Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets.

Current wording

Under this cost-less-impairment model, we recognize an impairment loss whenever the observable market price of an LST falls below its carrying value at any time since we acquired that token, and the reduced amount becomes the token’s new cost basis. Once an asset has been impaired, its carrying value is not adjusted for any subsequent recovery or appreciation in market price. As a result, the carrying amounts of these assets on our condensed consolidated balance sheet may be less than their current market value, and our financial statements do not reflect any unrealized appreciation on these holdings. Appreciation, if any, would only be recognized in earnings upon a derecognition event, such as the redemption of the receipt token for ETH, a sale, or an exchange measured as the difference between the consideration received and the asset’s carrying amount, in accordance with ASC 610-20,Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets.

Previous wording

The following table compares the carrying value of our crypto assets accounted for at historical cost less impairment to the calculated market value of those assets as of June 30, 2026. The market-value amounts are determined using the mathematical calculations described in the LsETH and weETH tables above (see footnotes (f) and (g)) — the number of tokens held at period end multiplied by the applicable end-of-period market price. These amounts do not represent fair value for purposes of financial-statement recognition and do not represent amounts we would realize upon sale or redemption. These calculations are presented solely as supplemental information. They are not a substitute for the amounts presented in our financial statements that are stated in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Current wording

The following table compares the carrying value of our crypto assets accounted for at historical cost less impairment to the calculated market value of those assets as of September 30, 2026. The market-value amounts are determined using the mathematical calculations described in the market value table above (see footnote (f)) — the number of tokens held at period end multiplied by the applicable end-of-period market price. These amounts do not represent fair value for purposes of financial-statement recognition and do not represent amounts we would realize upon sale or redemption. These calculations are presented solely as supplemental information. They are not a substitute for the amounts presented in our financial statements that are stated in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Previous wording

On May 11, 2026, Sharplink announced a non-binding memorandum of understanding with Galaxy Digital to establish the 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, a $125.0 million institutional investment vehicle designed to deploy ETH into professionally managed onchain yield strategies. The Fund launched with $125.0 million in committed capital, including a $100.0 million commitment from the Company’s staked ETH treasury and a $25.0 million commitment from Galaxy. Galaxy serves as the Fund’s investment manager and is responsible for opportunity sourcing, risk management and capital deployment. The Fund is designed to maintain exposure to ETH and underlying staking rewards while deploying capital into targeted onchain yield strategies. The Company also intends to leverage the Fund’s institutional investment process and risk management framework as a framework for evaluating additional external treasury strategies. The launch of the Fund represents an important milestone in the Company’s broader ETH treasury management strategy by expanding beyond passive ownership of ETH into institutional-grade onchain capital deployment designed to generate additional risk-managed returns. See Note 14*– Subsequent Events.*

Current wording

On May 11, 2026, Sharplink announced a non-binding memorandum of understanding with Galaxy Digital Inc. (“Galaxy Digital”) to establish the 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 $125.0 million in committed capital, including a $100.0 million commitment from the Company’s staked ETH treasury and a $25.0 million commitment from Galaxy Digital. An affiliate of Galaxy Digital serves as the Fund’s general partner and investment manager and is responsible for opportunity sourcing, risk management and capital deployment. The Fund is designed to maintain exposure to ETH and underlying staking rewards while deploying capital into targeted onchain yield strategies. The Company also intends to leverage the Fund’s institutional investment process and risk management framework as a framework for evaluating additional external treasury strategies. The Company believes the launch of the Fund represents an important milestone in its broader ETH treasury management strategy by expanding beyond passive ownership of ETH into institutional-grade onchain capital deployment designed to generate additional risk-managed returns.

Previous wording

Ethereum Institutional is an independent nonprofit launched in July 2026 to serve as a dedicated, neutral point of entry for institutions adopting Ethereum. It builds on institutional engagement work previously led by the Ethereum Foundation’s go-to-market team and maintains relationships across banks, asset managers, custodians and market infrastructure providers. Sharplink is one of the anchoring funders, alongside Bitmine Immersion Technologies, Sharplink Chairman Joseph Lubin and dozens of other contributors. The organization operates under a stated mandate of credible neutrality and does not favor any single scaling path or deployment. Its board of directors is comprised of Sharplink Chief Executive Officer Joseph Chalom and Bitmine Chairman Thomas Lee, along with the founding assembly members David Walsh, who will serve as Executive Director and President of the Board of Directors, Marius Smith and Matthew Dawson.

Current wording

Ethereum Institutional is an independent nonprofit launched in July 2026 to serve as a dedicated, neutral point of entry for institutions adopting Ethereum. It builds on institutional engagement work previously led by the Ethereum Foundation’s go-to-market team and maintains relationships across banks, asset managers, custodians and market infrastructure providers. Sharplink is one of the anchoring funders, alongside Bitmine Immersion Technologies, Sharplink Chairman Joseph Lubin and dozens of other contributors. The organization operates under a stated mandate of credible neutrality and does not favor any single scaling path or deployment. Its board of directors comprises Joseph Chalom, Sharplink Chief Executive Officer, Bitmine’s Chairman Thomas Lee and David Walsh, who serves as the organization’s Executive Director.

Previous wording

Subsequent to the close of the quarter, in July 2026, the Company participated as an investor in the launch financing of EthSystems, alongside Bitmine Immersion Technologies and Sharplink Chairman Joseph Lubin. Management views the investment as consistent with its belief that increased institutional activity on Ethereum may support demand for ETH and that institutional-grade privacy is an important prerequisite for that activity.

Current wording

In July 2026, the Company participated as an investor in the launch financing of EthSystems, alongside Gaorong Ventures, Bitmine Immersion Technologies and Joseph Lubin, Sharplink’s Chairman. Management views the investment as consistent with its belief that increased institutional activity on Ethereum will support demand for ETH and that institutional-grade privacy is an important prerequisite for that activity.

Previous wording

On March 17, 2026, the U.S. Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”) issued a joint interpretation addressing the application of federal securities and commodities laws to certain digital assets and related transactions. The guidance establishes a functional taxonomy for digital assets, distinguishes among various categories of digital assets, and provides additional clarity regarding the application of the federal securities laws to matters such as investment contracts involving digital assets, airdrops, protocol mining, protocol staking and the wrapping of non-security digital assets. The agencies also stated that the CFTC intends to administer the Commodity Exchange Act in a manner consistent with the SEC’s interpretation, where applicable.

Current wording

On March 17, 2026, the SEC and the CFTC issued a joint interpretation addressing the application of federal securities and commodities laws to certain digital assets and related transactions. The guidance establishes a functional taxonomy for digital assets, distinguishes among various categories of digital assets, and provides additional clarity regarding the application of the federal securities laws to matters such as investment contracts involving digital assets, airdrops, protocol mining, protocol staking and the wrapping of non-security digital assets. The agencies also stated that the CFTC intends to administer the Commodity Exchange Act in a manner consistent with the SEC’s interpretation, where applicable.

Previous wording

As part of our strategy to expand our affiliate marketing services to the emerging American sports betting market, we rolled-out of our U.S.-focused performance-based marketing business with content-rich affiliate marketing websites. As of July 2026, we are licensed to operate in 18 jurisdictions and own and operate sites serving 17 U.S. states (Arizona, Colorado, Iowa, Illinois, Indiana, Kansas, Louisiana, Maryland, Michigan, New Jersey, New York, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and Wyoming). We largely utilize search engine optimization and programmatic advertising campaigns to drive traffic to our direct-to-player (“D2P”) sites.

Current wording

As part of our strategy to expand our affiliate marketing services to the emerging American sports betting market, we rolled out our U.S.-focused performance-based marketing business with content-rich affiliate marketing websites. As of October 2026, we are licensed to operate in 18 jurisdictions and own and operate sites serving 17 U.S. states (Arizona, Colorado, Iowa, Illinois, Indiana, Kansas, Louisiana, Maryland, Michigan, New Jersey, New York, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and Wyoming). We largely utilize search engine optimization and programmatic advertising campaigns to drive traffic to our direct-to-player (“D2P”) sites.

Previous wording

On 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, par value $0.0001 per share (the “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 proceeds were allocated to Common Stock and also recorded in additional paid in capital, seeNote 7 - Warrants.

Current wording

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, par value $0.0001 per share (the “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 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 proceeds were allocated to Common Stock and also recorded in additional paid-in capital, seeNote 8 - Warrants.

Previous wording

On May 1, 2024, we entered into an ATM Sales Agreement (the “2024 ATM Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P”) pursuant to which we may offer and sell, from time to time, through A.G.P., as sales agent and/or principal, shares of our Common Stock having an aggregate offering price of up to $1.7 million, subject to certain limitations on the amount of Common Stock that may be offered and sold by us set forth in the 2024 ATM Sales Agreement (the “2024 ATM Offering”).

Current wording

On May 1, 2024, we entered into an ATM Sales Agreement (the “2024 ATM Sales Agreement”) with A.G.P pursuant to which we may offer and sell, from time to time, through A.G.P., as sales agent and/or principal, shares of our Common Stock having an aggregate offering price of up to $1.7 million, subject to certain limitations on the amount of Common Stock that may be offered and sold by us set forth in the 2024 ATM Sales Agreement (the “2024 ATM Offering”).