Sharplink, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended September 30,2026

OR

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

For the transition period from_______ to ________

Commission file number:001-41962

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

As of November 3, 2026, there were 217,346,200 shares of Common Stock issued and outstanding.

TABLE OF CONTENTS

The following terms are used throughout this Quarterly Report on Form 10-Q, including the financial statements and notes in Part I, Item 1 and Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in Part I, Item 2.

Glossary of Defined Terms

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Total ETH Holdings — The Company’s aggregate ETH exposure, comprising directly held (native) ETH plus the ETH obtainable on an as-if-redeemed basis from the Company’s LsETH, weETH and wstETH positions (including wstETH contributed to the Galaxy Sharplink Onchain Yield Fund, LP), measured in ETH units.

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

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

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

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