What changed in this filing

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Item 9A. Controls and Procedures

2026-03-10 compared with 2025-03-21 · 122 added, 163 removed, 524 unchanged (35% of the section changed)

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As of December 31, 2025 , the end of the period covered by this Annual Report, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a15(e) and 15d-15(e) under the Securities Exchange Act of 1934).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that, as of December 31, 2024, the end of the period covered by this Annual Report, we did not maintain effective disclosure controls and procedures at the reasonable assurance level, as described below.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that, as of December 31, 2025 , the end of the period covered by this Annual Report, we did not maintain effective disclosure controls and procedures at the reasonable assurance level.

 During 2022, certain issues were identified that indicated the existence of deficiencies in the Company’s internal ability to prepare consolidated financial statements, reflecting material weakness in the Company’s internal control over financial reporting.

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GAAP and SEC reporting standards, and to implement internal controls.

The Company has retained the services of qualified outside consultants with expertise to perform specific accounting and finance tasks or functions, and to assist in the design and installation of accounting and internal control systems.

The Company has not yet completed the process to establish adequate internal controls over financial reporting, and it expects that this process will continue through 2025, and possibly lo nger.

While the deficiencies described above did not result in any material misstatements to the Company’s consolidated financial statements for the period ending December 31, 2024, they did represent a material weakness as of December 31 2024, since there existed a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

Management ’ s Remediation Measures

Management is committed to maintaining a strong internal control environment.

Accordingly, management is in the process of implementing a plan to remediate the material weakness described above as soon as possible.

Accordingly, management is implementing a plan that includes the following to remediate the material weakness as soon as possible:

 Ensured appropriate staff levels to ensure segregation of duties.

 Ensured staff have the appropriate qualifications.

 Ensured appropriate review procedures and processes were implemented.

Management ’ s Report on Internal Controls Over Financial Reporting

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Changes in Internal Control Over Financial Reporting

Except as described above, there were no significant changes in the internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

There have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) which occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial

We are not required to comply with the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act while we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012.

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Chief Executive Officer

Matthew Teinert

Chief Financial Officer

Chief Operating Officer

Michael Cribari

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(3) Chair of the audit committee

Ben Clemes has been our Chief Executive Officer effective January 1, 2024.

From May 2023 through December 2023 he was Investment and Portfolio Partner at Happy Hour Entertainment Holdings and following January 1, 2024 will continue to consult with Happy Hour Entertainment Holdings on a part time basis.

From October 2022 to May 2023 he was General Manager for North America of the Platform Unit, at Gaming Innovation Group ( www.gig.com ).

From December 2017 to October 2022 he was Chief Commercial Officer and Managing Director of the Platform Unit, and from December 2015 to December 2017 he was Managing Director of the Platform Unit, at Gaming Innovation Group Inc.

or GIG, a leading B2B supplier in the online gaming industry.

GIG, operating out of Malta, Spain and Denmark and listed on the Oslo Stock Exchange and Swedish Nasdaq, provides cloud-based product and platform services and performance marketing solutions, products and services to iGaming Operators.

From April 2013 to December 2016 he was Co-Founder and Head of Casino Operations at Guts.com, a website offering casino games, sports betting and poker.

Clemes received a BCM, Marketing, Computer Science from Lincoln University, New Zealand in 2000.

Matt Teinert has been our Chief Financial Officer since May 2023.

He has over a decade of experience serving both private and publicly traded global companies in various accounting and financial planning roles.

From April 2017 until April 2023 he was Director of Accounting and Financial Reporting at Digital Turbine Inc..

From 2015 to 2017 he was SEC Reporting Analyst at Summit Hotel Properties and from 2011 to 2015 he was a senior associate at BDO USA, LLP.

He received a Bachelor of Business Administration in Accounting from University of Houston-Victoria.

Seth Young has been our Chief Executive Officer effective August 25, 2025.

Young previously served as the Company’s Chief Strategy Officer since April 2025.

Prior to joining the Company, Mr.

Young served as Chief Innovation Officer at PointsBet (ASX:

PBH), from November 2018 to August 2021, where he was responsible for strategic corporate development efforts including fundraising, partnerships, government and regulatory affairs, product development, M&A initiatives, and more.

Young previously served as Chief Operating Officer at FSG Digital from August 2021 to April 2025, and Executive Director of Online Gaming at Foxwoods Resort Casino from August 2016 to November 2018.

Prior to those roles, Mr.

Young helped pioneer the daily fantasy sports industry in the USA as Chief Operating Officer and Executive Director of Flower City Gaming, and served as the Director of Strategy for TexasHoldem.com from 2005 to 2009.

Young currently serves on the board of directors for Kinectify, EQL Games, and Kindbridge Behavioral Health.

Adam Felman has been our Chief Financial Officer since May 2025.

Prior to joining the Company he served as Chief Financial Officer and Member of the Board of Directors of Digital Gaming Corporation, a leading online gaming company and B2B supplier.

In 2023, he transitioned from private to public market operations following the sale of Digital Gaming Corporation to Super Group ($SGHC) and managed the disposal of DGC’s B2B assets to Games Global in 2024.

From 2013 to 2017, Mr.

Felman, a Chartered Accountant (ACA), was in practice at Hazlems Fenton LLP.

He received Joint Honors in Mathematics and Business from Aston University in 2013.

Jake Francis has been our Chief Operating Officer since November 2025.

Francis, previously served as a consultant to the Company since October 2025, providing operations support services.

Francis brings nearly two decades of technical, regulatory, and operational experience to the Company’s leadership team.

Prior to joining the Company, Mr.

Francis served as Senior Vice President of Operations for BlueBet from March 2022 to March 2025, Director of Internet Gaming Compliance at Hard Rock Hotel & Casino in Atlantic City from February 2018 to March 2019, worked in risk management at NYX Gaming Group from November 2014 to February 2018, and Senior Director, Operations at Penn Entertainment from March 2007 to January 2014.

Francis holds a M.B.A.

in Business Strategy from the Fox School of Business at Temple University, a B.S.

in Marketing from Lehigh University, and is a Certified Six Sigma Black Belt (CSSBB).

Michael Cribari is a Director and co-founder of the Company.

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Eachus resigned as President.

Kristen Britt has served as one of our directors since May 2022.

She has since 2022 been Vice President of People and Culture at Aristocrat Technologies, Inc.

and was Vice President of Human Resources at Hard Rock Digital from July 2021 to November 2021.

She has been employed at Churchill Downs Incorporated and related or affiliated companies in various management positions since 2005, most recently as Vice President of Human Resources from 2018 to 2021 and Senior Director of Human Resources from 2016 to 2018.

She received her MBA from Indiana University and a Bachelor of Science - Business Management from Western Kentucky University.

We believe that Ms.

Britt’s extensive experience in senior human resources management roles in the gaming industry and managing direct employees make her a valuable member of our board of directors.

Daniel Bradtke has been one of our directors since April 2023 and since 2020 has been a co-founder and officer of Happy Hour Entertainment Holdings Ltd., a seed fund and early-stage accelerator for iGaming.

Kristen Britt has served as a member of our Board of Directors since May 2022.

She currently serves as Vice President, People & Culture at Duetto Research, where she leads global human resources strategy.

Prior to joining Duetto, Ms.

Britt served as Vice President of People and Culture at Aristocrat Technologies, Inc.

and Vice President of Human Resources at Hard Rock Digital.

She previously held various leadership roles at Churchill Downs Incorporated and related or affiliated companies, most recently serving as Vice President of Human Resources.

Britt holds a Master of Business Administration from Indiana University and a Bachelor of Science in Business Management from Western Kentucky University.

Britt brings significant expertise in human capital strategy, executive compensation, organizational development, and scaling global workforces, as well as deep experience within the gaming and technology industries, which provides valuable perspective to our Board.

Daniel Bradtke has been one of our directors since April 2023 and since 2020 was a co-founder Happy Hour Entertainment Holdings Ltd., a seed fund and early-stage accelerator for iGaming.

We believe that Mr.

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Martensson held senior roles at Betsson, latterly in Betsson Technologies AB, as Head of Mobile responsible for strategy and execution of all mobile activities across the 28 group brands.

Since July 2024, he has been the General Manager of Cleeks, one of the 13 teams on LIV Golf.

LIV Golf is the F1 of Golf and the only global league across 5 continents.

We believe that Mr.

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There are no family relationships among any of our directors or executive officers.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our common stock to file with the SEC reports showing ownership of and changes in ownership of our common stock and other equity securities.

To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (an any amendments thereof) received by us during or with respect to the year ended December 31, 2025, there have been no late reports, failures to file or transactions not timely reported, other than one late Form 4 filed on May 21, 2025 by Adam Felman reporting two transactions on May 16, 2025, and two late Form 4s filed on May 28, 2025 and June 11, 2025 by Michael Cribari reporting one transaction on May 23, 2025 and one transaction on June 6, 2025, respectively.

Code of Business Conduct and Ethics

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Compensation Committee Interlocks and Insider Participation

None of the prospective members of our compensation committee is or has been an officer or employee of our company.

None of the members of our compensation committee is or has been an officer or employee of our company.

None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee or director (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers who will serve on our compensation committee or our board of directors.

Limitation on Liability and Indemnification Matters

Our amended and restated Certificate of Incorporation contains provisions that limit the liability of our directors for damages to the fullest extent permitted by Delaware law.

Our Certificate of Incorporation contains provisions that limit the liability of our directors for damages to the fullest extent permitted by Delaware law.

Consequently, none of our directors will be personally liable to us or our stockholders for damages as a result of an act or failure to act in his or her capacity as a director, unless:

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Name and Principal Positions

Michael Cribari

StockAwards (3)

All Other Compensation ($) (4)

Chief Executive Officer (1)

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Chief Financial Officer (4)

Cribari was succeeded by Ben Clemes as Chief Executive Officer effective January 2024.

Chief Operating Officer (5)

Chief Financial Officer (4)

Ben Clemes was succeeded by Seth Young as Chief Executive Officer effective August 2025.

Idan Levy was appointed Chief Executive Officer of Ellmount Entertainment Ltd effective May 2022 and resigned effective April 2, 2024.

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See “Employment Agreements.”

Matt Teinert was appointed our Chief Financial Officer effective May 2023.

Matt Teinert was succeeded by Adam Felman as our Chief Financial Officer effective May 2025.

All other compensation includes reimbursement of health insurance costs to Mr.

Jake Francis was appointed Chief Operating Officer in November 2025.

Prior to his appointment as COO, Mr.

Francis served as a consultant in October 2025.

Compensation Clawback Policy

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All remaining unvested RSUs under his agreements with us terminate and have no further validity.

See “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Effective May 18, 2023, we entered into an offer letter with Matt Teinert by which he was appointed our Chief Financial Officer at a base salary of $200 thousand with an annual cash bonus of $20 thousand and an additional quarterly cash bonus of $5 thousand based on certain performance indicators.

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One third of the options and units shall vest May 1, 2024 and the remainder vests ratably quarterly over the two years following the initial vest.

Teinert is entitled to participate in regular health insurance and other employee benefit plans as established by us and pending our establishment of a group health plan we have agreed to provide him with a health insurance allowance of up to $2 thousand per month.

Teinert’s employment is not for a specific term, is “at will” and either we or he may terminate the employment relationship with or without cause at any time.

Teinert was entitled to participate in regular health insurance and other employee benefit plans as established by us and pending our establishment of a group health plan we have agreed to provide him with a health insurance allowance of up to $2 thousand per month.

Effective May 16, 2025, Matthew Teinert resigned as Chief Financial Officer of the Company.

Teinert’s resignation as Chief Financial Officer was not the result of any disagreements with the Company regarding any matters related to its operations, policies, practices, or otherwise.

Effective December 5, 2023, we entered into an offer letter with Ben Clemes by which he was appointed our Chief Executive Officer at a base salary of $246 thousand, payment of which has been deferred until June 30, 2024.

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Clemes offer letter “change of control” shall mean any “person” (as the term is used in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or “group” (as defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), other than current principal shareholders of the Company, persons or entities affiliated with them, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of Company, representing 50% or more of Company’s outstanding voting securities entitled to vote generally in the election of directors of the Company.

Clemes is entitled to participate in regular health insurance and other employee benefit plans as established by us and pending our establishment of a group health plan we have agreed to provide him with a health insurance allowance of up to $2 thousand per month.

Clemes’ employment is not for a specific term, is “at will” and either we or he may terminate the employment relationship with or without cause at any time.

Clemes was entitled to participate in regular health insurance and other employee benefit plans as established by us and pending our establishment of a group health plan we have agreed to provide him with a health insurance allowance of up to $2 thousand per month.

Effective August 31, 2025, Mr.

Clemes resigned as Chief Executive Officer of the Company.

Clemes’ resignation as Chief Executive Officer was not the result of any disagreements with the Company regarding any matters related to its operations, policies, practices, or otherwise.

On August 26, 2025, the Board appointed Seth Young as Chief Executive Officer of the Company, effective September 1, 2025.

Young, previously served as the Company’s Chief Strategy Officer since April 2025.

His annual salary was $240,000, which was raised to $330,000 effective January 1, 2026.

On July 7, 2025, when he was Chief Strategy Officer, the Board approved the grant of stock options to acquire 100,000 shares of common stock of the Company and 75 , 000 restricted stock units under the High Roller Technologies, Inc.

2024 Equity Incentive Plan.

T he options shall vest and become exercisable in equal quarterly installments as follows:

• 20,000 options shall vest when ROLR share price reaches $8 per share;

• 20,000 options shall vest when ROLR share price reaches $10 per share;

• 20,000 options shall vest when ROLR share price reaches $12.50 per share;

• 20,000 options shall vest when ROLR share price reaches $15 per share;

• 20,000 options shall vest when ROLR share price reaches $20 per share;

The RSUs shall vest in equal annual installments of 25,000 shares.

On May 16, 2025, the Board appointed Adam Felman as Chief Financial Officer of the Company with an annual salary of £225,000 and the grant of stock options to acquire 150,000 shares of common stock of the Company and 50,000 restricted stock units under the High Roller Technologies, Inc.

2024 Equity Incentive Plan to Mr.

The options shall be exercisable at a price equal to $2.20 and shall have a maximum term of ten years measured from this date of grant, subject to any earlier termination following the cessation of Mr.

Felman’s service to the Company.

The options and RSU’s shall vest and become exercisable in equal quarterly installments over a period of three years from the date of grant.

Non-Equity Incentive Plan Compensation

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Market Value of Shares or Units of Stock that have not Vested ($)

Ben Clemes (Chief Executive Officer)

Matthew Teinert (Chief Financial Officer)

Seth Young (Chief Executive Officer)

Adam Felman (Chief Financial Officer)

Compensation of Directors

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In addition to the annual retainer, the compensation of each non-officer board member will consist of committee service payments (payable quarterly in arrears) as follows:

Audit Committee Chair $15 thousand

Audit Committee Member $8 thousand

Compensation Committee Chair $10 thousand

Compensation Committee Member $5 thousand

Nominating and Governance Chair $7 thousand

Nominating and Governance Member $4 thousand

Audit Committee Chair

Audit Committee Member

Compensation Committee Chair

Compensation Committee Member

Nominating and Governance Chair

Nominating and Governance Member

In addition to cash compensation, the Company has provided each of its non-officer directors options to acquire 15,000 shares of common stock exercisable at $5.20 per share and having a ten-year term vesting on October 31, 2025.

The Company intends to establis h an equity-based compensation program for its non-employee independent directors in the future.

The Company intends to establish an equity-based compensation program for its non-employee independent directors in the future.

The following table sets forth the summary compensation information (in thousands) for each of our non-employee directors for the fiscal year ended December 31, 2025 :

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Spike Up Media A.B.

Legendman Investments Limited (4)

Directors and Executive Officers who are not 5% holders:

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89,968 (1)(3)(5)

Ben Clemes (5)

Matt Teinert (6)

Kristin Britt

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OEH sold 454,903 shares of common stock to Cascadia effective June 2022 and received a pledge of those securities as security for the balance owing on that purchase.

(3) Includes 732,388 shares of common stock, after giving effect to 100,579 shares received as part of the Happy Hour Distributions (defined in note 4 below) and 39,172 shares of common stock issuable upon exercise of warrants.

(3) Includes 804,503 shares of common stock, after giving effect to 100,579 shares received as part of the Happy Hour Distributions (defined in note 4 below).

See “Certain Relationships and Related Party Transactions.” Spike Up Media A.B.

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Michael Cribari, Brandon Eachus, and Jeffrey Smith as owners of Cascadia and Oskar Hornell as owner of OEH, may be deemed to have joint voting and joint dispositive power over the shares of common stock of the Company held by Spike Up Media.

(4) Robin Reed, a former director of the Company, is the sole beneficial owner of Legendman Investments Limited (“Legendman”) and has sole voting and dispositive power over the shares held by Legendman.

In August 2024 Happy Hour Entertainment Holdings Ltd distributed to its equity holders, including Legendman, all shares of the Company owned by Happy Hour (the “Happy Hour Distributions”).

Legendman’ s shares listed in this table were received as part of the Happy Hour Distributions.

(5) Includes 24,697 shares received as part of the Happy Hour Distributions and 30,406 RSUs that vested as of April 5, 2024.

See “Executive Compensation-Employment Agreements”.

(6) Includes an option to purchase 12,500 shares of common stock of the Company and 4,167 RSUs that are currently vested and exercisable;

and an option to purchase 2,500 shares of common stock of the Company and 833 RSU's vesting within 60 days of the date of this Annual Report.

(7) Includes an option to purchase 16,318 shares of common stock of the Company.

(8) Includes 119,305 shares received as part of the Happy Hour Distributions and an option to purchase 10,000 shares of common stock of the Company.

(9) Includes an option to purchase 10,000 shares of common stock of the Company.

(4) Includes 154,284, after giving effect to 119,305 shares received as part of the Happy Hour Distributions.

(5) Number of shares includes joint beneficial ownership by Michael Cribari and Brandon Eachus, directors of the Company, of shares of common stock of the Company held by Cascadia and indirect joint beneficial ownership of shares of common stock of the Company held by Spike Up Media.

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Securities Authorized for Issuance under Equity Compensation Plans

Our board of directors adopted a 2024 Equity Incentive Plan referred to herein as our “Plan” which is summarized below.

Our Plan provides for the grant of incentive stock options, or ISOs, within the meaning of section 422(b) of the Internal Revenue Code of 1986, as amended, or the Code, to employees, including employees of any parent or subsidiary, and for the grant of non-statutory stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of our affiliates.

Authorized Shares.

Initially, the maximum number of shares of our common stock that may be issued under our Plan after it becomes effective will not exceed 1,700,000 shares of our common stock.

Plan administration .

Our board of directors, or a duly authorized committee of our board of directors, will administer our Plan and is referred to as the “plan administrator” in this Annual Report.

Our board of directors may also delegate to one or more of our officers the authority to (i) designate employees (other than officers) to receive specified stock awards and (ii) determine the number of shares subject to such stock awards.

Under our Plan, our board of directors will have the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted, the applicable fair market value, and the provisions of each stock award, including the period of exercisability and the vesting schedule applicable to a stock award.

Stock options .

ISOs and NSOs are granted under stock option agreements adopted by the plan administrator.

The plan administrator determines the exercise price for stock options, within the terms and conditions of the Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of our common stock on the date of grant.

Options granted under the Plan vest at the rate specified in the stock option agreement as determined by the plan administrator.

The plan administrator will determine the term of stock options granted under the Plan, up to a maximum of 10 years.

Unless the terms of an option holder’s stock option agreement, or other written agreement between us and the recipient approved by the plan administrator, provide otherwise, if an option holder’s service relationship with us or any of our affiliates ceases for any reason other than disability, death or cause, the option holder may generally exercise any vested options for a period of three months following the cessation of service.

This period may be extended in the event that exercise of the option is prohibited by applicable securities laws.

If an option holder’s service relationship with us or any of our affiliates ceases due to death, or an option holder dies within a certain period following cessation of service, the option holder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death.

If an option holder’s service relationship with us or any of our affiliates ceases due to disability, the option holder may generally exercise any vested options for a period of 12 months following the cessation of service.

In the event of a termination for cause, options generally terminate upon the termination date.

In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include (i) cash, check, bank draft or money order, (ii) a broker-assisted cashless exercise, (iii) the tender of shares of our common stock previously owned by the option holder, (iv) a net exercise of the option if it is an NSO or (v) other legal consideration approved by the plan administrator.

After the termination of service of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in his or her option agreement.

Generally, if termination is due to death or disability, the option will remain exercisable for 12 months.

In all other cases, the option will generally remain exercisable for thirty days following the termination of service (subject to extension upon approval of the Plan administrator).

However, in no event may an option be exercised later than the expiration of its term.

Subject to the provisions of our Plan, the plan administrator determines the other terms of options.

Non-transferability of awards .

Unless the plan administrator provides otherwise, our Plan generally will not allow for the transfer of awards except by will or the laws of descent and distribution.

Subject to approval of the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations order, official marital settlement agreement or other divorce or separation instrument.

Tax Limitations on ISOs.

The aggregate fair market value, determined at the time of grant, of our common stock with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of our stock plans may not exceed $100 thousand.

Options or portions thereof that exceed such limit will generally be treated as NSOs.

No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our parent or subsidiary corporations unless (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (ii) the term of the ISO does not exceed five years from the date of grant.

Restricted Stock Unit Awards .

Restricted stock unit awards will be granted under restricted stock unit award agreements adopted by the plan administrator.

Restricted stock unit awards may be granted in consideration for any form of legal consideration that may be acceptable to our board of directors and permissible under applicable law.

A restricted stock unit award may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator or in any other form of consideration set forth in the restricted stock unit award agreement.

Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award.

Except as otherwise provided in the applicable award agreement, or other written agreement between us and the recipient approved by the plan administrator, restricted stock unit awards that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Restricted Stock Awards.

Restricted stock awards will be granted under restricted stock award agreements adopted by the plan administrator.

A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past or future services to us or any other form of legal consideration that may be acceptable to our board of directors and permissible under applicable law.

The plan administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms.

If a participant’s service relationship with us ends for any reason, we may receive any or all of the shares of common stock held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right.

Stock Appreciation Rights.

Stock appreciation rights will be granted under stock appreciation right agreements adopted by the plan administrator.

The plan administrator determines the purchase price or strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of our common stock on the date of grant.

A stock appreciation right granted under the Plan vests at the rate specified in the stock appreciation right agreement as determined by the plan administrator.

Stock appreciation rights may be settled in cash or shares of common stock or in any other form of payment as determined by the Board and specified in the stock appreciation right agreement.

The plan administrator will determine the term of stock appreciation rights granted under the Plan, up to a maximum of 10 years.

If a participant’s service relationship with us or any of our affiliates ceases for any reason other than cause, disability or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service.

This period may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws.

If a participant’s service relationship with us, or any of our affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death.

In the event of a termination for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of the individual for cause.

In no event may a stock appreciation right be exercised beyond the expiration of its term.

Performance Awards.

The Plan will permit the grant of performance awards that may be settled in stock, cash or other property.

Performance awards may be structured so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period.

Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, the common stock.

The performance goals may be based on any measure of performance selected by the board of directors.

The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates or business segments, and may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices.

Unless specified otherwise by the board of directors at the time the performance award is granted, the board will appropriately make adjustments in the method of calculating the attainment of performance goals as follows:

(i) to exclude restructuring and/or other nonrecurring charges;

(ii) to exclude exchange rate effects;

(iii) to exclude the effects of changes to generally accepted accounting principles;

(iv) to exclude the effects of any statutory adjustments to corporate tax rates;

(v) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles;

(vi) to exclude the dilutive effects of acquisitions or joint ventures;

(vii) to assume that any portion of our business which is divested achieved performance objectives at targeted levels during the balance of a performance period following such divestiture;

(viii) to exclude the effect of any change in the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change or any distributions to common stockholders other than regular cash dividends;

(ix) to exclude the effects of stock based compensation and the award of bonuses under our bonus plans;

(x) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles;

and (xi) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles.

Other Stock Awards.

The plan administrator may grant other awards based in whole or in part by reference to our common stock.

The plan administrator will set the number of shares under the stock award (or cash equivalent) and all other terms and conditions of such awards.

Certain adjustments .

In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under our Plan, the plan administrator will adjust the number and class of shares that may be delivered under our Plan and/or the number, class and price of shares covered by each outstanding award and the numerical share limits set forth in our Plan.

In the event of our proposed liquidation or dissolution, the plan administrator will notify participants as soon as practicable and all awards will terminate immediately prior to the consummation of such proposed transaction.

Merger or change in control .

Awards granted under the Plan may be subject to acceleration of vesting and exercisability upon or after a change in control (as defined in the Plan) as may be provided in the applicable stock award agreement or in any other written agreement between us or any affiliate and the participant, but in the absence of such provision, no such acceleration will automatically occur.

Amendment, termination .

Our board of directors has the authority to amend, suspend or terminate our Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent.

Certain material amendments also require the approval of our stockholders.

No ISOs may be granted after the tenth anniversary of the date our board of directors adopts our Plan.

No stock awards may be granted under our Plan while it is suspended or after it is terminated.

As of December 31, 2024, 673 shares of common stock were reserved and available for issuance under the 2024 Plan.

The following table summarizes the equity compensation plans under which our securities may be issued as of December 31, 2025 and does not include grants made or cancelled and options exercised after such date.

The securities that may be issued consist solely of shares of our common stock and all plans were approved by stockholders of the Company.

Plan Category

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The following is a description of transactions or series of transactions since January 1, 2022 or any currently proposed transaction, to which we were or are to be a participant and in which the amount involved in the transaction or series of transactions exceeds $120 thousand, and in which any of our directors, executive officers or persons whom we know hold more than five percent of any class of our capital stock, including their immediate family members, had or will have a direct or indirect material interest, other than compensation arrangements with our directors and executive officers.

As of October 21, 2021, Happy Hour Solutions Ltd., a company registered in Cyprus, the holder of an Estonian gaming license and a subsidiary of Happy Hour Entertainment Ltd., one of our principal shareholders, entered into a Services Agreement with HR Entertainment Ltd., a company registered in the British Virgin Islands, whereby Happy Hour Solutions would provide gaming and technical and solutions, as well as hosting and cloud services, customer services, management information systems and other operational services for HR Entertainment.

Pending receipt of an Estonian gaming license for which we intend to apply, we entered into several agreements with Happy Hour Solutions Ltd., including:

The following is a description of transactions since or series of transactions since the beginning of the fiscal year beginning January 1, 2024 or any currently proposed transaction, to which we were or are to be a participant and in which the amount involved in the transaction or series of transactions exceeds $120 thousand or one percent of the average of our total assets as at the year-end for the last two completed fiscal years, and in which any of our directors, executive officers or persons whom we know hold more than five percent of any class of our capital stock, including their immediate family members, had or will have a direct or indirect material interest, other than compensation arrangements with our directors and executive officers.

As of October 21, 2021, Happy Hour Solutions Ltd., a company registered in Cyprus, the holder of an Estonian gaming license and, until December 31, 2025 when the company acquired Happy Hour Solutions Ltd., a subsidiary of Happy Hour Entertainment Ltd., one of our principal shareholders, entered into a Services Agreement with HR Entertainment Ltd., a company registered in the British Virgin Islands, whereby Happy Hour Solutions would provide gaming and technical and solutions, as well as hosting and cloud services, customer services, management information systems and other operational services for HR Entertainment.

We entered into several agreements with Happy Hour Solutions Ltd., including:

 a Domain License Agreement, dated January 1, 2022 (which we refer to as the “Effective Date”), that gives Happy Hour Solutions the right to use our domain;

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As of December 31, 2025 and 2024 , the total amount due to Spike Up includes $0.0 million and $1.9 million, respectively, related to the HighRoller.com domain name purchase.

For the years ended December 31, 2024 and 2023, the Company generated revenues of$3.6 million and $1.1 million respectively, related to the services performed for Interactive and Spike Up for the Company, which was included in net revenues in the consolidated statements of operations.

For the years ended December 31, 2024 and 2023, the Company recog nized $737 thousand and $1.6 million, respectively, for marketing and other operating costs performed by Spike Up on behalf of the Company, which was included in advertising and promotion in the consolidated statements of operations.

For the years ended December 31, 2024 and 2023, the Company also incurred other costs from Spike Up that were included in the consolidated statement of operat ions, consisting of $621 thousand and $459 thous and included in general and administrative expenses, $2.6 million and $4.2 million included in direct operating costs, and respectively.

For the years ended December 31, 2025 and 2024 , the Company generated no revenues related to the services performed for Interactive and Spike Up for the Company.

Included in net income from discontinued operations net of taxes in the consolidated statements of operations for the years ended December 31, 2025 and 2024, $5.5 million and $4.7 million, respectively.

For the years ended December 31, 2025 and 2024 , the Company recognized $0 and $0.6 million, respectively, for marketing and other operating costs performed by Spike Up on behalf of the Company, which was included in advertising and promotion in the consolidated statements of operations.

Included in net income from discontinued operations net of taxes for the years ended December 31, 2024, $0.2 million.

For the years ended December 31, 2025 and 2024 , the Company also incurred other costs from Spike Up that were included in the consolidated statement of operations, consisting of $0 and $0.6 million included in general and administrative expenses, $0.8 and $2.2 million included in direct operating costs, and respectively.

Included in net income from discontinued operations net of taxes for the years ended December 31, 2025 and 2024, $1.7 million and $.04 million, respectively.

For the years ended December 31, 2025 and 2024 , the Company recognized an immaterial amount in both periods for services performed by Interactive for the Company which was included in general and administrative expenses in the consolidated statements of operations.

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WKND is a wholly owned subsidiary of Happy Hour Entertainment Holdings Ltd.

Daniel Bradtke, one of our directors, is the chief financial officer and a shareholder of Happy Hour Entertainment Holdings.

Daniel Bradtke, one of our directors, is a confounder of Happy Hour Entertainment Holdings.

Spike-Up Media owns less than 10% of Happy Hour Entertainment Holdings.

Please see the Group Ownership Structure chart on page 5 for additional information.

In or about early March 2022 Spike Up Media transferred 6,500 shares of HR Entertainment to Ellmount Interactive which later that month assigned and transferred to us, for a nominal consideration of $7 thousand, all its right title and interest in 6,500 shares of capital stock constituting 65% of the outstanding shares of HR Entertainment.

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All of the transactions described in this section occurred prior to the adoption of this policy.

Director Independence

The Board evaluates the independence of each nominee for election as a director of our Company in accordance with the NYSE American rules.

Pursuant to these rules, smaller reporting companies are only required to maintain a board of directors comprised of at least 50% independent directors, and all directors who sit on our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee must also be independent directors.

Our Board has determined that Kristen Britt, Jonas Martensson, and David Weild are “independent,” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE American.

In making this determination, our Board considered the current and prior relationships that each nonemployee director nominee has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each nonemployee director nominee.

Accordingly, at least 50% of our directors are independent, as required under applicable NYSE American rules, as of the date of this report.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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333-276176) filed with the SEC on December 20, 2023.

Amendment to High Roller Technologies, Inc.

2024 Equity Incentive Plan incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 19, 2025.

Services Agreement Between Happy Hour and HR Entertainment Ltd incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (No.

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333-276176) filed with the SEC on September 19, 2024.

Share Transfer Agreement dated December 23, 2025, by and between Deepdive Holdings Ltd., and Happy Hour Entertainment Holdings Ltd., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2025.

Stock Purchase Agreement dated January 8, 2026, by and between the Company and Saratoga Casino Holdings incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 9, 2026.

Placement Agency Agreement dated January 19, 2026, incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2026.

Form of Placement Agent Warrant incorporated by reference to Exhibit 5.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2026.

Code of Ethics incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1 (No.

333-276176) filed with the SEC on December 20, 2023.

Insider Trading Policy, effective July 30, 2024

List of Subsidiaries of Registrant

Insider Trading Policy, effective July 30, 2024 , incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2025.

List of Subsidiaries of Registrant incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2025.

Consent of WithumSmith+Brown, PC

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15D-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy, effective March 2024

Clawback Policy, effective March 2024 , incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2025.

Inline XBRL Instance Document.

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March 10, 2026

/s/ Ben Clemes

/s/ Seth Young

Chief Executive Officer

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March 10, 2026

/s/ Matt Teinert

/s/ Adam Felman

Chief Financial Officer

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Ben Clemes

/s/ Seth Young

Chief Executive Officer and Chairman

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(Principal Executive Officer)

/s/ Matt Teinert

/s/ Adam Felman

Chief Financial Officer

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures