What changed in this filing

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Item 1. Business

2026-03-09 compared with 2025-03-14 · 685 added, 294 removed, 3 unchanged (100% of the section changed)

Headquartered in Minneapolis, Minnesota, SharpLink Gaming is an online performance-based marketing company that leverages our unique fan activation solutions to generate and deliver high quality leads to our U.S.

sportsbook and global casino gaming partners.

In December 2023, the Company discontinued investments into and operation of its C4 sports betting conversion technology (“C4”) due to the lack of market acceptance.

C4 centered on cost effectively monetizing our own proprietary audiences and our customers’ audiences of U.S.

fantasy sports and casual sports fans and casino gaming enthusiasts by converting them into loyal online sports and iGaming bettors.

Continuing Operations

In December 2021, SharpLink acquired certain assets of FourCubed, including FourCubed’s online casino gaming-focused affiliate marketing network, known as PAS.net (“PAS”).

For more than 18 years, PAS has focused on delivering quality traffic and player acquisitions, retention and conversions to regulated and global casino gaming operator partners worldwide.

In fact, PAS won industry recognition as the European online gambling industry’s Top Affiliate Manager, Top Affiliate Website and Top Affiliate Program for four consecutive years by both igambingbusiness.com and igamingaffiliate.com.

The strategic acquisition of FourCubed brought SharpLink talent with proven experience in affiliate marketing services and recurring net gaming revenue (“NGR”) contracts with many of the world’s leading online casino gambling companies, including Party Poker, bwin, UNIBET, GG Poker, 888 poker, betfair, WPT Global and others.

As part of our strategy to expand our affiliate marketing services to the emerging American sports betting market, in November 2022, we began a systematic roll-out of our U.S.-focused performance-based marketing business with the launch of 15 state-specific, content-rich affiliate marketing websites.

Our user-friendly, state-specific domains are designed to attract, acquire and drive local sports betting and casino traffic directly to our sportsbook and casino partners’ which are licensed to operate in each respective state.

As of March 15, 2025, 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).

As more states legalize sports betting, our portfolio of state-specific affiliate marketing properties may expand to include them.

We largely utilize search engine optimization and programmatic advertising campaigns to drive traffic to our direct-to-player (“D2P”) sites.

In the first quarter of 2023, we unveiled SharpBetting.com, a U.S.

sports betting education hub for experienced and novice sports fans.

SharpBetting.com is a robust educational website dedicated to teaching new sports betting enthusiasts the fundamentals of, and winning strategies for, navigating the legal sports betting landscape responsibly.

Today, our vision is to power a targeted and personalized online sports betting and casino gaming environment that organically introduces fans to our operator partners through relevant tools and rich content – all in a safe, credible and responsible environment.

During the fiscal years ended December 31, 2024 and 2023, our continuing operations generated revenues of $3,662,349 and $4,952,725 respectively, representing a decrease of 26.1% on a comparative year-over-year basis.

Discontinued Operations

SharpLink’s business-building platform also included the provision of Free-To-Play (“F2P”) sports game and mobile app development services to a marquis list of customers, which included several of the biggest names in sports and sports betting, including Turner Sports, NBA, NFL, PGA TOUR, NASCAR and BetMGM, among others.

In addition, we previously owned and operated a variety of proprietary real-money fantasy sports and sports simulation games and mobile apps through our SportsHub/fantasy sports business unit, which also owned and operated LeagueSafe, one of the fantasy sports industry’s most trusted sources for collecting and protecting private fantasy league dues.

On January 18, 2024, SharpLink sold all of the issued and outstanding shares of common stock or membership interests, as applicable, in our Sports Gaming Client Services and SportsHub Gaming Network business units to RSports Interactive, Inc.

(“RSports”) for $22.5 million in an all-cash transaction (the “Sale of Business”), pursuant to the signing of a Purchase Agreement and other related agreements.

Nearly all of the employees of these acquired business units also moved to RSports to help ensure a seamless transaction.

The historical results of our Sports Gaming Client Services and SportsHub Gaming Network businesses have been reflected as discontinued operations in our consolidated financial statements for all periods prior to the Sale of Business.

See NOTE 3 included in the NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023.

Organizational History

Go-Public Merger with Mer Telemanagement Solutions Ltd.

Formerly known as Mer Telemanagement Solutions Ltd.

(“MTS”), the Company was incorporated as a public limited liability company under the laws of the State of Israel in December 1995.

In July 2021, MTS completed a merger between New SL Acquisition Corp., its wholly owned subsidiary, and SharpLink, Inc.

(the “MTS Merger”).

In the MTS Merger, SharpLink, Inc.

was treated as the acquirer for accounting purposes because, among other reasons, its pre-merger shareholders held a majority of the outstanding shares of the Company immediately following the merger.

After the merger, the Company changed its name from Mer Telemanagement Solutions Ltd.

to SharpLink Gaming Ltd.

(“SharpLink Israel”) and its Nasdaq ticker symbol from MTSL to SBET.

FourCubed Acquisition

On December 31, 2021, in a combination cash and stock transaction, we acquired certain assets of 6t4 Company, a Minnesota corporation, and FourCubed Management, LLC, a Delaware limited liability company (collectively “FourCubed”), including FourCubed’s iGaming and affiliate marketing network, known as PAS.net.

For more than 19 years, FourCubed has provided its global iGaming operating partners with affiliate marketing services.

The strategic acquisition of FourCubed brought SharpLink an industry respected operating team with decades of combined experience in conversion through affiliate marketing services and in securing highly profitable, recurring net gaming revenue contracts with many of the world’s leading iGaming companies, including Party Poker, bwin, UNIBET, GG Poker, 888 poker, betfair, WPT Global and others.

Originally established in 2005, FourCubed’s international iGaming affiliate network, Poker Affiliate Solutions (“PAS”), is currently comprised of over 12,400 sub-affiliates and has delivered over 2.5 million referred players since it was launched in 2008 at www.pas.net.

Merger with SportsHub Games Network Inc.

(the “ SportsHub Merger ” )

SharpLink Israel, SHGN Acquisition Corp., a Delaware corporation and wholly owned subsidiary of SharpLink Israel (“Merger Subsidiary”), SportsHub Games Network Inc.

(“SportsHub”) and Christian Peterson, an individual acting as the SportsHub stockholders’ representative entered into a Merger Agreement on September 7, 2022.

The Merger Agreement, as amended, contained the terms and conditions of the proposed business combination of SharpLink Israel and SportsHub.

Pursuant to the Merger Agreement, as amended, on December 22, 2022, SportsHub merged with and into Merger Subsidiary with Merger Subsidiary surviving as a wholly owned subsidiary of SharpLink Israel.

In association with the transaction, SharpLink Israel issued, in the aggregate, 431,926 ordinary shares to common and preferred stockholders of SportsHub, on a fully diluted basis.

An additional aggregate of 40,585 ordinary shares were held in escrow for SportsHub shareholders who had not yet provided the applicable documentation required in connection with the SportsHub Merger, as well as shares held in escrow for indemnifiable losses and for the reimbursement of expenses incurred by the Stockholder Representative in performing his duties pursuant to the Merger Agreement.

On December 28, 2023, the escrow shares were disbursed to the SportsHub shareholders in accordance with the Merger Agreement.

Sale of Legacy MTS Business

On December 31, 2022, SharpLink Israel closed on the sale of its legacy MTS business (“Legacy MTS”) to Israel-based Entrypoint South Ltd., a subsidiary of Entrypoint Systems 2004 Ltd.

In consideration of Entrypoint South Ltd.

acquiring all rights, title, interests and benefits to Legacy MTS, including 100% of the shares of MTS Integratrak Inc., one of the Company’s U.S.

subsidiaries, Entrypoint South Ltd.

will pay SharpLink an earn-out payment (an “Earn-Out Payment”) equal to three times Legacy MTS’ Earnings Before Interest, Taxes Depreciation and Amortization (“EBITDA”) for the year ending December 31, 2023, up to a maximum earn-out payment of $1 million (adjusted to reflect net working capital as of the closing date).

Within ten (10) calendar days of the approval by the board of directors of the Buyer of the audited annual financial statements of the Business as at December 31, 2023, and for the 12-month period ending on such date (as applicable, the “Earn-Out Schedule Delivery Date”), which shall occur no later than May 31, 2024, Buyer shall deliver to the Seller a schedule certified by its Chief Executive Officer and Chief Financial Officer (an “Earn-Out Schedule”) setting forth the computation of the Earn-Out Payment (as applicable), if any, together with the calculation thereof in an agreed Excel table format (including, but not limiting to all relevant details of the EBITDA calculations for the year 2023).

In July 2024, SharpLink received an earnout payment of $297,387.

Change from Foreign Private Issuer to Domestic Issuer

Prior to January 1, 2023, SharpLink Israel qualified as a foreign private issuer.

There are two tests to determine whether a foreign company qualifies as a foreign private issuer:

shareholder test and U.S.

business contacts test.

Under the U.S.

shareholder test, a foreign company will qualify as a foreign private issuer if 50% or less of its outstanding voting securities are held by U.S.

If a foreign company fails this shareholder test, it will still be considered a foreign private issuer unless it fails any one part of the U.S.

business contacts test.

business contacts test includes the following three parts:

1) the majority of the company’s executive officers or directors are U.S.

citizens or residents;

2) more than 50% of the issuer’s assets are located in the United States;

or 3) the issuer’s business is administered principally in the United States.

Because we failed these tests, we ceased being a foreign private issuer and effective January 1, 2023, we began complying with the reporting requirements under the rules and regulations of the Exchange Act, applicable to U.S.

domestic companies.

Change in Share Capital

On October 24, 2023, SharpLink Israel held an Extraordinary General Meeting of Shareholders (the “Meeting”) at which shareholders approved the adoption of an amendment to SharpLink Israel’s amended and restated articles of association to increase authorized share capital of SharpLink Israel from 9,290,000 ordinary shares, nominal value NIS 0.60 per share, to 100,000,000 ordinary shares, nominal value NIS 0.60 per share, and a corresponding amendment to SharpLink Israel’s memorandum of association.

Potential Reverse Stock-Split

On November 5, 2024, SharpLink Gaming, Inc.'s Board of Directors unanimously adopted resolutions approving, declaring advisable and recommending to the stockholders for their approval a proposal to authorize the Board of Directors, in its discretion, to amend our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding Common Stock at a ratio of up to and including 6:1, such ratio to be determined by the Board of Directors, including any increase in our authorized capital required in the event a fractional share will be created as a result of the reverse stock split.

On December 23, 2024 at SharpLink's Annual General Meeting of Stockholders, stockholders approved the reverse stock split, granting the Board of Directors the authority, without further action by the stockholders, to carry out such action, with the exact exchange ratio and timing to be determined at the discretion of the Board of Directors.

The Board of Directors may determine in its discretion not to effect the reverse stock split and not to file any amendment to our Amended and Restated Certificate of Incorporation.

The primary purpose for effecting the reverse stock split, should the Board of Directors choose to effect one, would be to increase the per share price of SharpLink's Common Stock to regain compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2).

On July 17, 2024, the Company received a letter (the "Bid Price Deficiency Notice”) from Nasdaq notifying the Company that, because the closing bid price for its common stock had been below $1.00 per share for 30 consecutive trading days, it was not compliant with the Minimum Bid Price Requirement.

In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until January 7, 2025, to regain compliance with the Minimum Bid Price Requirement.

If at any time before January 7, 2025, the closing bid price of the Company’s common stock closed at or above $1.00 per share for a minimum of 10 consecutive trading days (which number days may be extended by Nasdaq), Nasdaq would provide written notification that the Company had achieved compliance with the Minimum Bid Price Requirement, and the matter would be resolved.

On January 8, 2025, SharpLink received a letter (the "Notice") from the Listing Qualifications Department of the Nasdaq (the "Staff") indicating the Company's continued non-compliance with Nasdaq Marketplace Rule 5550(a)(2) (the "Bid Price Rule").

The Notice from the Staff informed the Company that the Staff had determined that the Company has not regained compliance with the Minimum Bid Price Requirement and was not eligible for a second 180-day compliance period, due to the Company’s previously reported failure to comply with the $5,000,000 minimum stockholders’ equity requirement for initial listing on The Nasdaq Capital Market as required under Listing Rule 5505(b)(1).

SharpLink is working to evidence compliance with Minimum Bid Price Requirement for continued listing on the Nasdaq Capital Market and intends to submit a plan to that effect to the Nasdaq Hearings Panel (the "Panel”) as part of the hearing process, which is expected to include plans to effect the reverse stock split.

However, there can be no assurance the Panel will grant any request for continued listing or that the Company will be able to regain compliance with the applicable listing criteria within the period of time that may be granted by the Panel even in the event that the Company's Board elects to effect a reverse stock split of its share capital.

See NOTE 18 – SUBSEQUENT EVENTS included in the NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED December 31, 2024 and 2023.

Sale of Sports Gaming Client Services and SportsHub Gaming Network Operating Segments

On January 18, 2024, SharpLink Israel (“Parent Seller”) and SLG1 Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of SharpLink (“Subsidiary Seller”), SHGN Acquisition Corp.

(“SHGN”) and together with Parent Seller and Subsidiary Seller, the (“Seller”), a Delaware corporation and wholly owned subsidiary of SharpLink, entered into a Purchase Agreement (the “PA”) with RSports Interactive, Inc., a Minnesota corporation (“Buyer”).

The Subsidiary Seller owned all of the issued and outstanding membership interests of Sports Technologies, LLC, a Minnesota limited liability company, SHGN and Holdings Quinn, LLC, a Delaware limited liability company (collectively referred to as the “Targets”).

The PA contemplated the sale of the Company’s Sports Gaming Client Services and SportsHub Gaming Network business units to the Buyer, by selling all of the issued and outstanding shares of common stock or membership interests of the Targets and the Acquired Subsidiaries for $22,500,000 in an all cash transaction.

On May 8, 2024, SharpLink entered into an amended and fully restated Post Closing Assignment Agreement with RSports, whereby SharpLink and RSports have agreed to amend the PA to exclude the transfer/sale of SHGN and have agreed to the assignment/sale of the Acquired Subsidiaries membership interests in SHReserve and SHPA to be made directly to RSports upon and subsequent to the approval of a petition by the Pennsylvania Gaming Control Board.

Based on this amended agreement, the sale of the business is an asset sale for legal and tax purposes instead of an equity sale.

Further, in connection with the Sale of Business, SharpLink entered into a Post Closing Covenant Agreement (the “PCCA”) with the Buyer defining the post-closing terms and conditions relating to certain transfers and assignments of assets subsequent to the closing of the Sale of Business, including:

Transferring control of all bank accounts held by the Targets to the Buyer;

Transferring or cooperating with the application process for all state gaming licenses held by the Targets in connection with the change of control to the Buyer;

Providing the Buyer with an accounting of all funds due to and from and any deferred revenue between Sports Technologies, LLC, SHGN and SharpLink, Inc.;

Assigning to Buyer or its affiliates, or cause the counterparty to consent to, all contracts assumed by the Buyer or its affiliates on or subsequent to the closing based upon change of control provisions;

Assigning to Buyer or its affiliates all of its intellectual property rights purchased in the PA for the Acquired Subsidiaries or Targets.

In accordance with the terms of the PCCA, SharpLink will complete all post-closing covenants following the closing as reasonably possible, with the exception of Seller covenants that are dependent on governmental authorities or governmental orders for completion, in which case it will use diligent, good faith efforts to cause the same to be completed as soon as practical.

The $14.6 million gain was calculated by measuring the difference between the fair value of consideration received less the carrying amount of assets and liabilities sold in accordance with ASC 810.

In the statement of cashflows for the year ended December 31, 2024, the net cash used in investing activities - discontinued operations is due to cash received from the sale of business of $22,500,000, net of the cash transferred of $41,357,834.

The majority of the cash transferred of $41,357,834 was reflected in discontinued operations customer deposits liability and deferred revenue of $36,959,573 and $4,888,704, respectively.

During the year ended December 31, 2024, SharpLink paid RSports $157,857, respectively, for use of accounting service personnel under the PCCA agreement.

RSports paid SharpLink $89,940 under the PCCA agreement for the same period.

SHGN owns all of the membership interests in Virtual Fantasy Games Acquisitions, LLC , a Minnesota limited liability company;

LeagueSafe Management, LLC , a Minnesota limited liability company;

SportsHub Reserve, LLC, a Minnesota limited liability company;

SportsHub PA, LLC, a Pennsylvania limited liability company;

SportsHub Operations, LLC, a Minnesota limited liability company;

SportsHub Holdings, LLC, a Minnesota limited liability company;

SportsHub Regulatory, LLC, a Minnesota limited liability company;

and SportsHub Player Reserve, LLC, a Minnesota limited liability company (collectively, the “Acquired Subsidiaries”).

As a result of the Sale of Business, we have ceased our Sports Gaming Client Services and SportsHub Gaming Network operations.

The historical results of these business segments have been reflected as discontinued operations in our consolidated financial statements for all periods prior to the closing date of the Sale of Business on January 18, 2024.

See Note 3 included in the notes to the consolidated financial statements for the years ended December 31, 2024 and 2023

Nasdaq Notice

2023 Continued Listing Deficiencies

On May 23, 2023, SharpLink received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that SharpLink did not comply with the equity standard for continued listing on The Nasdaq Capital Market.

Nasdaq Listing Rule 5550(b)(1) (the “Rule”) requires listed companies to maintain stockholders’ equity of at least $2.5 million under the net equity standard.

As of the SharpLink Quarterly Report on Form 10-Q for the three and nine-month periods ended September 30, 2023, SharpLink reported total stockholders’ deficit of $4,463,917.

SharpLink did not meet the alternative standards for market value of listed securities or net income from continuing operations, thus SharpLink was not in compliance with Nasdaq’s Listing Rule.

As reported on a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 12, 2023, SharpLink submitted a hearing request with the Nasdaq Hearings Panel (the “Panel”) on November 28, 2023, relating to the Staff’s determination to delist the Company’s securities from Nasdaq due to the Company’s failure to meet the minimum $2.5 million shareholders’ equity requirement for continued listing as defined by the Rule.

On November 28, 2023, the Company was notified by Nasdaq that an oral hearing (the “Hearing”) had been scheduled for February 20, 2024;

and, the delisting action referenced in the Staff’s determination letter, dated November 21, 2023, had been stayed, pending a final determination by the Panel.

On January 24, 2024, SharpLink filed a Current Report on Form 8-K with the SEC, disclosing details of the sale of its Sports Gaming Client Services and SportsHub Gaming Network business units to RSports Interactive, Inc.

for $22.5 million in an all-cash transaction (the “Sale of Business”).

As a result of the Sale of Business, the Company’s total stockholders’ equity exceeded $2.5 million as of the date of the above referenced Form 8-K filing.

As a result of the Sale of Business, the Company believed that it had regained compliance with all applicable continued listing requirements and had requested that the Staff determine whether the Hearing should be cancelled.

On February 7, 2024, SharpLink received formal notification from Nasdaq that the Company’s previously announced deficiency under the Rule had been cured, and the Company had regained compliance with all applicable continued listing standards.

Therefore, the Hearing before the Nasdaq Hearings Panel, originally scheduled for February 20, 2024, was cancelled.

2024 Continued Listing Deficiencies

As previously announced in a press release, dated July 17, 2024, and reported on Form 10-Q filed by the Company on August 15, 2024, the Company received a letter on July 17, 2024, from Nasdaq notifying the Company that, because the closing bid price for its Common Stock had been below $1.00 per share for 30 consecutive trading days, it was not compliant with the Minimum Bid Price Requirement (the "Bid Price Deficiency Notice”).

In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until January 7, 2025, to regain compliance with the Minimum Bid Price Requirement.

Further, as previously reported on our Current Report on Form 8-K filed on November 22, 2024, the Nasdaq Staff notified the Company that it did not comply with the $2.5 million minimum stockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(a)(2).

The Company had 45 calendar days to submit a plan to regain compliance or until January 6, 2025.

On January 8, 2025, SharpLink received a letter (the "Notice”) from the Listing Qualifications Department of the Nasdaq indicating the Company’s continued non-compliance with Nasdaq Marketplace Rule 5550(a)(2) (the "Bid Price Rule”).

The Company’s had a hearing with the Nasdaq Hearing Panel on February 25, 2025.

The Company’s Common Stock will remain listed and eligible for trading on Nasdaq pending the ultimate conclusion of the hearing process.

SharpLink is working to evidence compliance with both the Minimum Bid Price Requirement and Minimum Stockholder’s Equity Requirement for continued listing on the Nasdaq Capital Market and intends to submit a plan to that effect to the Nasdaq Hearings Panel (the "Panel”) as part of the hearing process;

however, there can be no assurance the Panel will grant any request for continued listing or that the Company will be able to regain compliance with the applicable listing criteria within the period of time that may be granted by the Panel.

See NOTE 18 – SUBSEQUENT EVENTS included in the NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED December 31, 2024 and 2023.

Redomestication from Israel to Delaware

On February 13, 2024, SharpLink Israel completed its previously announced domestication merger (“Domestication Merger”), pursuant to the terms and conditions set forth in an Agreement and Plan of Merger (the “Domestication Merger Agreement”), dated June 14, 2023 and amended July 24, 2023, among SharpLink Israel, SharpLink Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of SharpLink US (“Domestication Merger Sub”) and SharpLink Gaming, Inc.

(“SharpLink US”).

The Domestication Merger was achieved through a merger of SharpLink Merger Sub with and into SharpLink Israel, with SharpLink Israel surviving the merger and becoming a wholly owned subsidiary of SharpLink US.

The Domestication Merger was approved by the shareholders of SharpLink Israel at an extraordinary special meeting of shareholders held on December 6, 2023.

SharpLink US’s Common Stock commenced trading on the Nasdaq Capital Market under the same ticker symbol, SBET, on February 14, 2024.

Operating Segments

We operate in one reportable segment, Affiliate Marketing Services.

Affiliate Marketing Services

On December 31, 2021, in a combination of cash and stock transaction, SharpLink acquired certain assets of FourCubed, including FourCubed’s iGaming and affiliate marketing network, known as PAS.net (“PAS”).

For more than 18 years, PAS has focused on delivering quality traffic and player acquisitions, retention and conversions to U.S.

undertook a significant strategic shift in June 2025 in our business operations 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.

strategy reflects the Company’s commitment to align our corporate treasury with the future of programmable finance, digital capital

markets and decentralized infrastructure.

The Company also operates an online affiliate marketing company that delivers unique fan activation

solutions to its sportsbook and online casino gaming partners.

launching our treasury strategy, we have successfully raised $3.2 billion in new capital, which materially expanded the Company’s

balance sheet and elevated our ETH treasury holdings to become the world’s second largest publicly traded holder of ETH as of the

date of this Annual Report on Form 10-K.

With this strategic shift, Sharplink streamlined its business-building operations around two

distinct reportable segments:

ETH Treasury Management .

We seek to benefit from our ETH accumulation strategy by (i) potential ETH price appreciation and (ii) protocol-level

rewards earned by participating in Ethereum’s proof-of-stake (“PoS”) consensus mechanism.

We delegate our ETH to third-party

validators (directly or via asset managers) and participate in both native and liquid staking programs.

Our staking infrastructure and

custody arrangements are designed to meet the governance, security and control standards expected of a public company.

Affiliate Marketing.

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.

The strategic acquisition of FourCubed brought SharpLink an industry respected operating team with decades of combined experience in conversion through affiliate marketing services and in securing recurring net gaming revenue (“NGR”) contracts with many of the world’s leading iGaming companies, including Party Poker, bwin, UNIBET, GG Poker, 888 poker, betfair and World Poker Tour (WPT Global), among others.

The PAS affiliate network is comprised of more than 12,400 referred sub-affiliates and has delivered over 2.5 million referred players since the network’s launch in 2008.

As part of our strategy to deliver unique fan activation solutions to our sportsbook and casino partners, in November 2022, we executed the first phase of a planned multi-phase roll-out of our U.S.-focused direct to player (“D2P”) business with the launch of state-specific affiliate marketing websites.

These state-specific domains are designed to attract, acquire and drive local sports betting and casino traffic directly to the Company’s sportsbook and casino partners’ which are licensed to operate in each respective state.

As of March 15 , 2025, we are licensed to operate in 18 jurisdictions and own and operate D2P sites serving 17 U.S.

Specifically, the following proprietary affiliate marketing web properties are in operation:

Arizona – sharpbettingaz.com

Colorado – sharpbettingco.com

Iowa – sharpbettingia.com

Illinois – sharpbettingil.com

Indiana – sharpbettingin.com

Kansas – sharpbettingks.com

Louisiana – sharpbettingla.com

Maryland – sharpbettingmd.com

Michigan – sharpbettingmi.com

New Jersey – sharpbettingnj.com

New York – sharpbettingny.com

Ohio – sharpbettingoh.com

Pennsylvania – sharpbettingpa.com

Tennessee – sharpbettingtn.com

Virginia – sharpbetting.com

West Virginia – sharpbettingwv.com

Wyoming – sharpbettingwy.com

All 17 websites feature key highlights, sports betting offers and special promo codes for partner sportsbooks operating in each state.

In addition, four of the 17 state sites – Michigan, New Jersey, Pennsylvania and West Virginia where iGaming has been legalized – feature similar content relating directly to SharpLink’s online casino partners.

As more states legalize sports betting, our portfolio of state-specific affiliate marketing properties may expand to include them.

We largely utilize search engine optimization and programmatic advertising campaigns to drive traffic to our D2P sites.

In the first quarter of 2023, we announced that in connection with our national audience aggregation and phased D2P revenue growth initiatives, phase two of our plan was implemented when we launched SharpBetting.com, a sports betting education hub for experienced and novice sports fans.

SharpBetting.com is a robust educational website dedicated to teaching new sports betting enthusiasts the fundamentals of, and winning strategies for, navigating the legal sports betting landscape.

Affiliate Marketing Services Revenue Models

SharpLink generates revenue from our Affiliate Marketing Services segments by earning a commission from sportsbooks and casino operators on new depositors directed to them via our PAS affiliate marketing network in international markets and from our proprietary D2P websites in U.S.

jurisdictions.

Depending on the terms of our marketing agreement with each operator and the type of license SharpLink has been granted in a particular state by its regulator, commissions may be paid in the form of cost per acquisition (“CPA”) or by sharing in Net Gaming Revenues ("NGR") generated by the referred depositor.

Market Opportunity

Search for odds or lines on any given match-up, and the vast majority of search results will spring from affiliate marketing sites.

Affiliates play a critical role in the online sports betting and casino gaming ecosystems, especially in newly regulated states in the United States.

The affiliate market has a long history of operating in tandem with sports betting, reaching back to much-more-mature markets like the United Kingdom and countries throughout Europe – or even beyond locally regulated online betting – and into the early annals of U.S.

sports betting upon the 2018 repeal of the Professional and Amateur Sports Protection Act (“PASPA”).

However, today, the value of a modern affiliate marketer far surpasses the number of first-time depositors they generate in a month.

Rather, they also provide expert feedback, educate new players on betting responsibly and offer a low-risk marketing alternative to traditional advertising, as they are paid on performance.

Virtually every online gambling operator in the Unites States and in Europe utilizes affiliate marketing to get their brand in front of the most valuable customers — the high intent customers who are well-aware, well-informed and already interested players that generate more revenue.

In fact, many of the end-users that browse an affiliate marketing website have already decided that they are going to open an account with a sportsbook or online poker room and wager online;

however, they have not yet decided where they want to do that.

Due to technical tools and features like Artificial Intelligence, machine learning, digital marketing, analytics and the extended usage of cookies, the landscape of iGaming affiliate marketing has not just grown, it has transformed into a colossal global powerhouse, reshaping how millions engage with online gambling and online sports betting.

In fact, according to Grand View Research industry analysts, the global iGaming market is projected to balloon from $63.53 billion in 2022 to more than $153 million by 2030, representing a compound annual growth rate of 11.7 from 2023 to 2030.

A number of businesses exist in the market for performance marketing solutions for the sports betting and casino gaming industries.

These businesses generally fall into three categories:

small companies with some similar products but with minimal distribution;

companies that acknowledge official rights but lack meaningful scale;

and genuine competitors that offer similar products and services to the same target clients.

SharpLink considers its most direct and relevant competitors to be Gambling.com, Catena Media and Better Collective.

The specific industries in which we operate are characterized by dynamic customer demand and technological advances, and there is significant competition among sports betting and casino gaming affiliate marketers.

A number of established, well-financed companies producing online gaming and/or sports betting fan activation solutions compete with our service offerings, and other well-capitalized companies may introduce competitive services.

There has also been consolidation among competitors in the sports betting and casino gaming industries and such consolidation and future consolidation could result in the formation of larger competitors with increased financial resources and altered cost structures, which may enable them to offer more competitive products and services, gain a larger market share, expand their product and service offerings and broaden their geographic scope of operations.

Our Competitive Strengths

SharpLink believes that the principal differentiating factors that set us apart from our competition include our market-centric portfolio of fan activation solutions, comprised of our proprietary affiliate marketing network, owned and operated U.S.

state-specific D2P web properties, long-standing relationships with sportsbooks and casino gaming operators, ease of integration with our operating partners and scalability of our growth platform.

SharpLink’s products, services, experience, industry relationships and corporate culture allow it to compete effectively across all these factors.

Key Growth Strategies

Focusing on performance marketing.

Through the recent Sale of Business of our Sports Gaming Client Services and SportsHub Gaming Network businesses, SharpLink has emerged as a pure-play performance marketing company with a solid balance sheet, cash, no interest-bearing debt, significantly reduced operating expenses and a core team of affiliate marketing experts – all with an innate entrepreneurial mindset and a shared commitment to growth, cost discipline and long-term value creation.

Effectively managing our growth portfolio for long-term value creation.

Our production and development programs present numerous investment opportunities that we believe will deliver long-term growth by providing our partners with valuable new customer acquisition capabilities made possible through our proprietary performance marketing solutions.

We evaluate each opportunity independently, as well as within the context of other investment opportunities, to determine relative cost, timing and potential for generation of returns, and thereby its priority.

This process helps us to make informed decisions regarding potential growth capital requirements and supports our allocation of resources based on relative risks and returns to maximize long-term value creation, which is the key objective of our growth strategy.

We also review our portfolio on a regular basis to determine if and when to narrow our focus on the highest potential growth opportunities.

Fostering our entrepreneurial culture and continuing to attract, develop and retain highly skilled personnel.

Our Company’s culture encourages innovation and entrepreneurialism, which helps to attract and retain highly skilled professionals.

We intend to preserve this culture to nurture the design and development of innovative performance marketing solutions that help to distinguish us in the markets we serve.

Evaluation of strategic alternatives.

On July 18, 2024, we announced that our Board of Directors had initiated a formal review process to evaluate strategic alternatives for SharpLink, taking a measured approach to considering multiple proposals that had been received by the Company and other proposals it was expecting to receive.

Strategic alternatives under consideration have included, but are not limited to, a sale, merger, strategic business combination or other transaction.

As part of the Board's efforts to evaluate strategic alternatives, the Board and SharpLink's management team have been advancing discussions with those prospects believed to offer us the best opportunities to optimize our existing business operations, drive growth and create and optimize value for the Company's stockholders.

Government Regulation

We operate in various jurisdictions and our business is subject to extensive regulation under the laws, rules and regulations of the jurisdictions in which we operate.

Violations of laws or regulations in one jurisdiction could result in disciplinary action in that and other jurisdictions.

We have a progressive U.S.

licensing strategy.

We are currently licensed or authorized to provide affiliate marketing services to sports betting and online casino gaming operators in 17 U.S.

State gaming authorities may, subject to certain administrative procedural requirements, (i) deny an application, or limit, condition, revoke or suspend any license issued by them; (ii) impose fines, either on a mandatory basis or as a consensual settlement of regulatory action; (iii) demand that named individuals or stockholders be disassociated from a gaming business; and (iv) in serious cases, liaise with local prosecutors to pursue legal action, which may result in civil or criminal penalties.

Among others, applicable laws include those regulating privacy, data/cyber security, data collection and use, cross-border data transfers, advertising regulations and/or sports betting and online gaming laws and regulations.

These laws impact, among other things, data collection, usage, storage, security and breach, dissemination (including transfer to third parties and cross-border), retention and destruction.

Certain of these laws provide for civil and criminal penalties for violations.

The data privacy and collection laws and regulations that affect SharpLink’s business include, but are not limited to:

federal, state and local data protections laws such as the Federal Trade Commission Act and similar state laws;

state data breach laws and state privacy laws, such as the California Consumer Privacy Act, the California Consumer Privacy Rights Act, and the Stop Hacks and Improve Electronic Data Security Act of New York;

other data protection, data localization and state laws impacting data privacy and collection.

Other regulations that affect SharpLink’s business include:

state laws regulating sports betting, fantasy sports and online gaming and related licensing requirements;

laws regulating the advertising and marketing of sports betting, including but not limited to the U.S.

Federal Trade Commission Act;

laws and regulations relating to antitrust, competition, anti-money laundering, economic and trade sanctions, intellectual property, consumer protection, accessibility claims, securities, tax, labor and employment, commercial disputes, services and other matters;

other international, domestic federal and state laws impacting marketing and advertising, including but not limited to laws such as the Americans with Disabilities Act, the Telephone Consumer Protection Act of 1991, state telemarketing laws and regulations, and state unfair or deceptive practices acts.

For more detailed information regarding government regulations that has historically affected or may affect our business in the foreseeable future, please refer to Item 1a.

Risk Factors – Risks Related to Legal Matters and Regulations Affecting SharpLink’s Business.

SharpLink has implemented (and is committed to continually refining and enhancing) a holistic internal compliance program to help ensure that we remain in full compliance with state regulatory licensing requirements imposed on us in connection with our business operations.

Compliance is an important cornerstone of our growth strategy and we are committed to building our business and our reputation by adhering to the highest compliance standards.

Our Headquarters

Our principal executive offices are located at 333 Washington Avenue North, Suite 104, Minneapolis, Minnesota and our telephone number is 612-293-0619.

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

Treasury Management Strategy

ARE NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AND STOCKHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED

WITH OWNERSHIP OF SHARES IN A REGISTERED INVESTMENT COMPANY NOR THE PROTECTIONS AFFORDED BY THE COMMODITIES EXCHANGE ACT.

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 unparalleled programmability, security and active developer ecosystem position it as a foundational layer

for decentralized finance and Web3 applications.

With Ethereum’s transition to a proof-of-stake consensus mechanism and the growth

of highly scalable Layer 2 networks, ETH has evolved into a yield-bearing, productive crypto asset with increasing institutional adoption

and intrinsic network value.

We view ETH as a digital asset trust commodity, offering the potential for long-term appreciation and yield

generation as more stablecoins, tokenized real-world assets and decentralized finance utilize the Ethereum ecosystem.

key aspect of our ETH Treasury Management strategy is to raise capital to be used to increase our ETH holdings.

This can come in the

form of equity, equity-linked debt, debt of any kind or any other contract or arrangement intended to fund the purchase of ETH, whether

or not such financing is formally classified as debt or equity or other forms of offerings or arrangements (“Financings”),

designed to maximize stockholder exposure to ETH within a prudent risk management framework.

Through the implementation of our Stock

Repurchase Program, we maintain the flexibility to buy back stock where it is accretive to stockholders.

We have not set a specific target

for the maximum amount of ETH we seek to hold.

diligently track and routinely report key performance indicators designed to offer investors transparency and insight into the execution

and effectiveness of our ETH Treasury Management strategies.

Among these metrics, our ETH concentration (“ETH Concentration”) and ETH per share, which are used interchangeably,

and growing it over time, has emerged as a central performance benchmark and “north star” metric by which we gauge our progress.

ETH Concentration, which is calculated by dividing our total ETH holdings by every 1,000 Assumed Diluted Shares Outstanding, reflects

both the scale of our ETH accumulation efforts and the capital efficiency of our treasury operations.

By prioritizing this metric, we

underscore our commitment to driving long-term shareholder value, rather than short-term fluctuations in asset prices or market capitalization.

Diluted Shares Outstanding represents the sum of (i) our actual shares of Common Stock issued and outstanding as of the end of each reporting

period, plus (ii) the additional shares that would be issued upon the assumed exercise or settlement of all outstanding warrants, pre-funded

warrants, stock option awards, and restricted stock units (“Assumed Diluted Shares Outstanding”).

Assumed Diluted Shares

Outstanding is not calculated using the treasury stock method.

It does not account for equity award vesting conditions, stock option

exercise prices, or contractual restrictions limiting the convertibility of debt instruments.

Additionally, it excludes any assumed share

repurchases that would ordinarily be considered under the treasury stock method.

Concentration, ETH per share, ETH Net Asset Value (“mNAV”), and/or certain other metrics used by the Company may be

considered to be “key performance indicators” (“KPIs”).

The Company calculates mNAV using the Company’s enterprise value divided by the total market value of ETH held by the Company.

The Company uses ETH Concentration, ETH per share and ETH NAV to

help assess the performance of its strategy of acquiring ETH in a manner the Company believes is accretive to stockholders as it

relates to the Company’s ETH holdings.

The Company believes that ETH Concentration, ETH per share and ETH NAV assist investors in

understanding how the Company chooses to fund ETH purchases and the value created by such purchases.

These metrics have inherent

limitations including not taking into account that our assets are subject to all existing and future liabilities.

These metrics are

not, and should not be understood as, financial performance, valuation, or liquidity measures.

Investors should rely on the

financial statements and other disclosures contained in the Company’s SEC filings.

currently utilize native staking and liquid staking.

In native staking, ETH remains onchain with withdrawal credentials controlled by

our custodian and rewards are recognized as revenue when earned.

In liquid staking, we deposit ETH and receive liquid staked ETH (“LsETH”),

a redeemable receipt token;

the ETH is derecognized and the LsETH is recorded as an indefinite-lived intangible asset subject to impairment.

December 20, 2025, the Company executed a strategic collaboration with Consensys Software Inc.

(“CSI”), Ether.fi, Eigen Labs,

and Anchorage Digital Bank N.A.

to deploy a minimum of $200,000 of ETH from its treasury onto Linea, a Zero-knowledge Ethereum

Virtual Machine (“zkEVM”) Layer 2 network, over an initial 24-month period.

On January 8, 2026, the Company completed its

initial deployment of approximately $173,000 of assets to Linea, converting 54,987 ETH to 50,661 units of Wrapped Ether (“WeETH”)

in connection with the deployment.

The Company is entitled to receive monthly non-cash revenue from Ether.fi, Linea, and Eigen.

revenue is earned based on the amount of USD-denominated Total Value Locked (“TVL”) that the Company maintains on the Linea

Incentives are calculated using a basis-point, formula-based calculation applied to eligible TVL balances and are subject to

contractual caps.

Incentives are paid in ETH, WeETH, or $LINEA on Ethereum Mainnet, depending on the issuing counterparty.

$LINEA on Ethereum Mainnet is recorded at fair value in accordance with ASC 350-60 and ASC 820, Fair Value Measurement, based on quoted

(unadjusted) prices on the Company’s stated principal market.

our ETH Treasury Management strategy is complemented by our active participation in the Ethereum ecosystem.

We are a founding member

of the Linea Consortium, along with Consensys, (see Note 12 and 15 included in the Consolidated Financial Statements for the years

ended December 31, 2025 and 2024 ), a leading governance body supporting the development of Ethereum’s most aligned Layer 2

blockchain network.

Our participation in the consortium enables us to help steer capital allocation toward high-impact infrastructure,

public goods and innovation pipelines that are intended to strengthen the long-term utility and defensibility of the Ethereum network,

reinforcing the intrinsic value of our own ETH treasury assets.

Treasury Management Segment

June 2, 2025, we formally launched our ETH-centered treasury strategy and established ETH Treasury Management as a dedicated operating

segment, recognizing its potential to deliver recurring, yield-based revenue and returns.

Our staking revenues are derived from the rewards

we earn by actively participating in the Ethereum network’s proof-of-stake consensus mechanism.

Specifically, we delegate our ETH

holdings to validators that process and verify transactions on the blockchain.

In return, we receive protocol-level rewards in ETH, typically

proportional to the amount staked and the network’s overall activity and performance.

During 2025, our ETH Treasury Management

segment includes both native and other ETH denominated tokenized staking protocols.

Yield-Based Revenue Model

initiating our ETH Treasury Management operations on June 2, 2025, we have accumulated approximately 868,699 in total ETH holdings,

comprised of 604,618 in native ETH and 208,893 in ETH on an as if redeemed basis from LsETH and 55,188 in ETH on an as if converted basis from WeETH, as of March 6, 2026.

The ETH holdings

were derived through purchases of ETH, receipts of ETH from investors and ETH rewards.

For the year ended December 31, 2025,

revenues generated from native staking rewards totaled $24,182, from the commencement of staking in June 2025.

These native staking rewards

represent the ETH-based rewards accumulated through the delegation of ETH to staking validators, which we expect to scale materially

in future quarters in correlation with growth in our treasury balance and broader ETH market performance.

The foregoing revenue does

not include staking rewards generated from our LsETH holdings, see Liquid Staking Protocol disclosure below.

view our ETH Treasury Management operations as a core strategic pillar of our broader alignment with the Ethereum ecosystem.

Our participation

not only yields economic return but also contributes directly to Ethereum’s decentralization, scalability and security.

we believe staking is foundational to a new generation of blockchain-native capital structures that enable corporations to earn yield

without relying on traditional debt instruments, equities, or centralized intermediaries.

Our staking efforts are focused on maximizing

yield, managing risk and ensuring that our operations meet institutional standards for transparency and efficiency.

September 24, 2025, the Company entered into a digital transfer agent agreement with Superstate Services LLC with the intent to tokenize

the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) on the Ethereum blockchain.

date of this filing, the Company has not tokenized any of its Common Stock.

December 20, 2025, the Company executed a strategic collaboration with Consensys Software Inc.

(“CSI”), Ether.fi, Eigen Labs,

and Anchorage Digital Bank N.A.

to deploy a minimum of $200,000 of ETH from its treasury onto Linea, a zkEVM Layer 2 network, over

an initial 24-month period.

As of March 6, 2026, we have deployed $173,000 in ETH on Linea.

As a public entity operating at the

forefront of Digital Asset Treasury (“DAT”) innovation, Linea provides financial institutions with a secure, Ethereum-aligned

foundation to execute high-volume operations while benefiting from faster settlement, lower fees and composability with the broader Ethereum

is leveraging institutional-grade infrastructure to make its ETH even more productive by unlocking scalable, secure and composable ways

to optimize onchain yield.

This deployment on Linea brings together leading ecosystem participants in an innovative collaboration that

we believe will allow Sharplink to capture highly competitive, risk-adjusted, ETH-denominated returns.

Our strategy is supported by institutional-grade

risk management, leveraging the scale of our digital asset treasury with the custodian protections of Anchorage Digital Bank and Coinbase

Inc., Sharplink’s qualified custodians.

Moreover, the yield will combine native Ethereum yield, restaking rewards from securing

EigenCloud Autonomous Verifiable Services (AVSs), and direct Linea and ether.fi partner incentives, all within a compliant Layer 2 infrastructure.

Staking Protocol

part of our ETH Treasury Management strategy, we participate in liquid staking through the Liquid Collective protocol.

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 cost, less any impairment losses.

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.

PCR is not a market trading price.

The process of redeeming LsETH for ETH is subject to the validator exit queue, bonding periods

and other mechanics that may affect the timing and execution of redemption.

As a result, we may not be able to redeem our holdings

As of March 6, 2026, the exit queue is approximately nine days.

of December 31, 2025, we held 204,409 LsETH tokens.

The following table presents a roll-forward of our LsETH holdings, including relevant

details related to LsETH purchases, redemptions and impairment losses within the periods presented.

in thousands, except number of LsETH

Source of capital used to purchase LsETH

LsETH original cost basis

LsETH impairment losses

LsETH carrying value

Number of LsETH held

average purchase price per LsETH

Weighted Average LsETH Conversion Rate at Acquisition

LsETH Conversion Rate at End of Period

Balance at December 31, 2024

LsETH acquisitions

LsETH redemptions

LsETH impairment losses

Balance at December 31, 2025

private-investment-in-public-equity (“PIPE”) financing executed under Securities Purchase Agreements dated May 26, 2025.

At-the-Market

Sales Agreement to offer and sell shares of its common stock with an aggregate offering price of up to $1 billion (the “ATM

following table shows the number of LsETH held at the end of each respective period, as well as market value calculations of our LsETH

holdings based on the lowest, highest, and ending market prices of one LsETH on the Coinbase exchange (our principal market) for each

respective period, in thousands, except for number of LsETH and market price:

Period End Date

of LsETH Held at End of Year

Lowest Market Price of LsETH Held

During the Year (c)

Market Value of LsETH held using Lowest Market Price (d)

Highest Market Price of LsETH Held

During the Year (e)

Market Value of LsETH held using Highest Market Price (f)

Market Price of LsETH Held at End of

Market Value of LsETH Held at End of Year (h)

December 31, 2025

“Lowest Market Price of LsETH Held During the Year” represents the lowest market price for one LsETH reported on the

Coinbase exchange during the respective year, since our holdings began.

“Market Value of LsETH Held Using Lowest Market Price” represents a mathematical calculation consisting of the lowest

market price for one LsETH reported on the Coinbase exchange during the respective year multiplied by the number of LsETH held by

us at the end of the applicable period.

“Highest Market Price of LsETH During the Year” represents the highest market price for one LsETH reported on the Coinbase

exchange during the respective year, since our holdings began.

“Market Value of LsETH Held Using Highest Market Price” represents a mathematical calculation consisting of the lowest

market price for one LsETH reported on the Coinbase exchange during the respective quarter multiplied by the number of LsETH held

by us at the end of the applicable period.

“Market Price of LsETH at End of Year” represents the market price of one LsETH on the Coinbase exchange at midnight

UTC on the last day of the respective year.

“Market Value of LsETH Held at End of Year” represents a mathematical calculation consisting of the market price of one

LsETH on the Coinbase exchange at 11:59 EST on the last day of the respective year multiplied by the number of LsETH held by us at

the end of the applicable period.

amounts reported as “Market Value” in the table above represent only a mathematical calculation consisting of the number

of LsETH tokens held by us at the end of the applicable period multiplied by the market price of LsETH as reported on the Coinbase exchange.

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,

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.

Opportunity and Competitive Positioning

operates at the intersection of public markets and digital asset infrastructure, addressing a growing demand for transparent, regulated

exposure to core digital assets through established public company structures.

As institutional adoption of digital assets continues

to evolve, many investors remain constrained to publicly traded securities and seek exposure that combines regulatory oversight, financial

reporting discipline, and governance standards with participation in the digital asset ecosystem.

a number of public companies hold digital assets as an ancillary component of their treasury functions, few are structured with digital

asset management as a central element of their capital allocation strategy.

At the same time, alternative exposure vehicles such as exchange-traded

products generally provide passive price exposure and do not participate in network-level economics or yield generation.

strategy is designed to address this gap by treating digital assets—particularly Ethereum—as a long-term strategic asset

rather than a speculative or incidental holding.

represents a programmable, yield-generating digital asset that underpins a broad and expanding ecosystem of decentralized applications,

financial infrastructure and settlement activity.

Following technological advancements to the Ethereum network, including the transition

to a proof-of-stake consensus mechanism, ETH has evolved to support native yield generation through staking and related activities.

digital asset management approach seeks to participate in these network economics while maintaining a disciplined risk management framework

and compliance with public company governance standards.

key component of the Company’s strategy is the maintenance of an internal digital asset treasury management function.

manages its digital asset activities through an in-house team with deep experience in capital markets, institutional-grade risk management

and digital asset operations, rather than solely relying on third-party discretionary managers or outsourced treasury platforms.

believes that internal management enables greater control over asset custody decisions, staking and yield participation, liquidity management

and risk oversight, while allowing treasury activities to be closely integrated with corporate governance, accounting and disclosure

digital asset strategy provides operating scalability and leverages institutional expertise.

Value creation is driven by disciplined

capital allocation, asset appreciation and participation in yield-generating mechanisms within the Ethereum ecosystem.

We believe that

this approach best allows us to scale our balance sheet exposure without commensurate increases in operating complexity, while retaining

flexibility to adapt our allocation strategy as market conditions, technology developments and regulatory frameworks evolve.

regulatory clarity around digital assets continues to develop, Sharplink believes our public company status, internal controls and disclosure

practices position us to operate with a level of transparency and governance that may not be available through alternatives.

treasury management model is intended to support consistent application of internal policies, risk limits and compliance procedures,

and to facilitate timely and accurate financial reporting.

believes that the combination of regulated public-market access, an ETH-centered digital asset strategy and internally managed treasury

operations positions us to address an under-served segment of the capital markets.

By providing stockholders with exposure to the economic

activity of the Ethereum network through a publicly traded entity with direct oversight of digital asset management, the Company seeks

to align its long-term growth strategy with the continued development and adoption of blockchain-based financial infrastructure.

Institutional

Adoption of Ethereum

Institutional

adoption of Ethereum represents a foundational shift in global financial infrastructure.

The world’s largest and most conservative

financial institutions, including BlackRock, Franklin Templeton, Goldman Sachs, and BNY Mellon, are actively building on Ethereum, marking

a transition from experimentation to production-scale deployment.

institutional momentum is evidenced across three primary categories.

In stablecoins, over 60% of the $300+ billion market settles on

Ethereum, with major issuers including Circle, Tether, and PayPal choosing Ethereum as their primary infrastructure.

tokenization, institutions have deployed over $18 billion in real-world assets on Ethereum (representing 900x growth since 2023).

Franklin Templeton, Ondo, VanEck, J.P.

Morgan, Fidelity, and Apollo have each launched tokenized products on Ethereum infrastructure,

with market projections reaching $14 trillion according to BCG research.

These deployments span U.S.

Treasuries, private credit, and

traditional securities, demonstrating Ethereum’s capacity to support institutional-grade settlement at scale.

decentralized finance, Ethereum protocols manage over $50 billion in assets with 72% market dominance, providing 24/7 programmable financial

services that operate continuously with full transparency.

Ethereum’s infrastructure has delivered over 10 years of continuous

uptime with 1,056,000 validators operating across 84 countries, establishing the institutional-grade reliability required for large-scale

financial operations.

proven track record positions Ethereum as the primary settlement layer for the ongoing transformation of global financial markets.

Outlook for Digital Asset Treasury (“DAT”) Companies

companies are an emerging segment within the public markets, characterized by the use of digital assets as a core component of a capital

allocation strategy rather than a short-term investment.

This segment has developed in response to increasing institutional and investor

interest in digital assets, alongside demand for access through regulated, publicly traded entities subject to established disclosure,

governance, and financial reporting requirements.

Public-market

investors seeking exposure to digital assets have historically relied on limited alternatives, including passive exchange-traded products

or operating companies whose business performance may not directly correlate with digital asset economics.

DAT companies seek to address

this gap by providing shareholders with balance sheet exposure to digital assets through a transparent, institutionally governed corporate

outlook for DAT companies is influenced by several factors, including broader adoption of digital assets, infrastructure maturation,

evolving regulatory frameworks and macroeconomic conditions.

Advancements in blockchain scalability, security and yield-generating mechanisms,

together with increased institutional participation, have expanded potential treasury strategies, as well as improved liquidity, custody

solutions and market infrastructure.

the DAT segment evolves, differentiation among participants is increasingly driven by governance practices, risk management frameworks,

treasury expertise and transparency.

Market participants with disciplined internal controls, clearly defined investment policies, and

experienced treasury management capabilities may be better positioned to manage market volatility.

Conversely, the segment remains subject

to risks associated with digital asset price fluctuations, regulatory uncertainty, technological change and overall market sentiment.

Sharplink, we believe that the DAT market is in an early stage of development and will evolve as regulatory clarity improves and investor

understanding of DAT strategies increases.

Over time, the segment may undergo consolidation or specialization as market participants

refine their approaches and differentiate themselves based on governance quality, strategy execution and risk management practices.

operates within a competitive landscape against entities offering exposure to digital assets through public and private market structures.

the public markets, we compete indirectly with digital asset exchange-traded products (“ETPs”).

These products generally

do not engage in active treasury management or, in some cases, participate in network-level economics, such as staking or other yield-generating

Company also competes with other public companies that hold digital assets on their balance sheet including ETH-centric, Bitcoin-centric

or diversified digital asset reserve models.

In many cases, these holdings are ancillary to the companies’ core operating businesses,

and may not be supported by dedicated internal treasury teams.

According to The National Law Review, by late 2025, more than 200 U.S.

public companies had adopted digital asset treasury strategies and raised more than an estimated $100 billion for crypto acquisitions.

The National Law Review, Digital Asset Treasury Companies - Structure and Regulation, November 3, 2025.) Independent

market commentary further suggests that corporate allocations to digital assets could reach the low-hundreds of billions of dollars over

the next several years, although actual amounts raised may differ materially based on market conditions, regulatory developments and

investor demand.

addition, the Company competes indirectly with crypto-native firms, private funds and offshore investment vehicles that offer managed

digital asset exposure.

While such entities may pursue a wider range of digital asset strategies that differ from our own, they typically

operate outside the U.S.

public company reporting framework and may be subject to different regulatory, disclosure and governance standards,

which can limit accessibility for certain investors.

the digital asset treasury segment matures, the competitive landscape may evolve through increased mergers and acquisitions (“M&A”)

and broader consolidation among public companies and other market participants.

As more firms adopt similar digital asset treasury strategies,

differentiation may increasingly occur through strategic combinations rather than standalone growth, with consolidation potentially favoring

fewer, larger participants with greater scale, operational capabilities and capital efficiency.

consolidation activity could influence competitive dynamics in the DAT sector, as investors and capital markets place greater emphasis

on scale, governance, management expertise, internal controls and treasury execution.

Larger or well-capitalized participants may seek

to acquire smaller or less differentiated companies to expand balance sheet scale, enhance capabilities or access specialized assets

There can be no assurance that such transactions will occur on favorable terms or that consolidation will benefit Sharplink

or our stockholders;

and M&A activity may be affected by market conditions, regulatory developments or investor sentiment.

believes the following attributes position the Company to compete effectively within the DAT segment:

Mover in ETH-Centric Digital Asset Treasury Strategy.

Sharplink was among the first public companies to publicly articulate and

implement a digital asset treasury strategy centered primarily on Ethereum.

We believe this early positioning has contributed to

Sharplink’s experience in managing Ethereum-based treasury activities and in developing internal policies and operational frameworks

specific to ETH.

of Public Digital Asset Holdings.

As a result of its capital allocation strategy and balance sheet deployment, Sharplink has

grown to become one of the largest publicly traded companies with a dedicated digital asset treasury focus.

The Company believes

that balance sheet scale is an important factor as investors, counterparties and market participants increasingly evaluate digital

asset treasury companies based on asset size, liquidity, governance practices and operational maturity.

Balance Sheet and Capital Flexibility.

Sharplink maintains a strong balance sheet with no long-term debt.

This financial position

provides flexibility in capital allocation decisions, supports liquidity management and may enhance our ability to rapidly respond

to strategic market opportunities or periods of volatility without the constraints associated with leverage.

Digital Asset Strategy.

The Company is pursuing a disciplined, ETH-focused digital asset management strategy aligned with the

economic and technological evolution of the Ethereum network.

We seek to maintain consistency in our capital allocation decisions

and treasury operations.

with Institutional Adoption of Ethereum Infrastructure.

Ethereum is increasingly being adopted by financial institutions, payment

platforms and enterprise participants as an infrastructure layer for settlement and tokenization.

Large financial institutions have

publicly disclosed initiatives involving Ethereum blockchain networks for real-world financial applications, including tokenized

funds, inter-institutional settlement and payment experimentation.

The Company believes that its ETH-centric treasury strategy aligns

with these broader institutional developments and positions Sharplink to participate in a digital asset ecosystem that is being increasingly

integrated into traditional financial and commercial activity.

Managed Treasury Function.

We maintain an in-house treasury management team with deep experience in institutional-grade capital

markets, risk management and digital asset operations.

This internal management framework enables direct oversight of asset custody,

staking and yield participation, liquidity management and risk and controls, rather than sole reliance on third-party discretionary

managers or outsourced treasury platforms.

Company Governance and Transparency.

domestic reporting company, Sharplink operates under established governance, disclosure

and internal control frameworks, including periodic SEC reporting, Nasdaq rules and regulations, audit requirements and board-level

We believe these governance standards may be increasingly relevant as investors compare digital asset exposure across

public and private market alternatives.

Management and Compliance Framework.

We have adopted formal policies and procedures governing digital asset acquisition, portfolio

construction and management, custody practices, risk limits and compliance monitoring.

These frameworks are designed to support consistent

application of internal governance standards and to adapt to fast evolving regulatory and market conditions.

Asset Management Operating Model.

Sharplink’s operating model emphasizes balance sheet deployment and asset management

rather than traditional operating cost structures.

This approach enables us to scale our treasury without additional fixed cost requirements

associated with labor-intensive or asset-heavy operating businesses.

to Public Markets for Capital Formation.

Operating as a publicly traded entity provides us with access to public capital markets,

subject to applicable securities laws, which may support balance sheet growth, liquidity management and strategic flexibility.

market access also differentiates us from private or offshore digital asset strategies that are not subject to the same disclosure

and governance requirements.

Optionality for Mergers and Acquisitions.

Our balance sheet strength, public market access and internal treasury capabilities

may provide flexibility to evaluate strategic transactions, including potential mergers, acquisitions or other business combinations.

Such transactions could be pursued to achieve greater scale, acquire complementary assets or capabilities or consolidate participants

within a fragmented market.

There can be no assurance that any such transactions will be pursued or completed, or that they would

be accretive to stockholders.

Growth Strategies

growth strategy is focused on disciplined capital allocation, balance sheet optimization and strategic flexibility within the evolving

digital asset treasury segment.

The Company seeks to grow shareholder value through the following key initiatives:

Expansion of Digital Asset Holdings.

We intend to grow our digital asset treasury through disciplined deployment of capital into

ETH, focused on increasing ETH concentration, subject to market conditions, risk management parameters and internal governance policies.

Within Expanding Institutional Use of Ethereum.

The Company intends to manage its digital asset treasury with an awareness of

broader institutional and enterprise adoption of Ethereum-based infrastructure.

Financial institutions, payment platforms and commercial

enterprises are increasingly exploring or implementing Ethereum-based solutions for settlement, tokenization and transaction processing.

While Sharplink does not operate these networks or control their adoption, the Company believes that maintaining an ETH-focused treasury

strategy aligns our balance sheet with a digital asset that is increasingly utilized within institutional and commercial ecosystems.

Treasury Management and Yield Participation.

Sharplink seeks to generate returns above the native staking rate through internally

managed treasury activities, including staking, trading, liquidity provisioning and other yield or return seeking mechanisms, where

appropriate and consistent with risk management objectives.

These strategies may be employed directly on-team and/or leveraging partners.

The Company believes that proactive treasury management will enable us to generate returns beyond asset price appreciation and native

staking yield, enabling us to compound ETH concentration while maintaining liquidity and security controls.

Institutional-Grade ETH Staking and Asset Utilization.

Sharplink was among the early public companies to implement ETH staking

Through disciplined participation in Ethereum’s proof-of-stake framework, the Company seeks to materially enhance

the productivity of our ETH holdings while maintaining strict custody, liquidity and risk management controls.

We believe our early

development of staking processes and internal oversight frameworks provided unmatched experience in managing ETH-yield participation.

Sheet Optimization and Capital Formation.

Our strong balance sheet and access to public capital markets provide flexibility to

pursue growth through equity issuances or other financing transactions, subject to market conditions.

Capital raised may be used

to expand digital asset holdings or support strategic initiatives.

We evaluate capital formation opportunities with an emphasis on

long-term shareholder alignment.

Mergers, Acquisitions and Consolidation Opportunities.

As the DAT segment matures, we may evaluate strategic transactions, including

mergers, acquisitions or other business combinations, to increase scale, acquire complementary assets or complementary operating

businesses, or consolidate participants within a fragmented market.

The Company believes its debt-free balance sheet, internal treasury

capabilities and liquidity may provide flexibility to pursue such opportunities, although there can be no assurance that any transactions

will be completed.

and Governance Differentiation.

We will endeavor to strengthen our competitive position by maintaining best-in-class treasury

policies and corporate governance practices tailored to digital asset treasury management.

As investor scrutiny of digital asset

exposure increases, we believe that consistent transparent disclosure, risk management discipline and internal execution may support

broader market acceptance, long-term growth and enduring stockholder value appreciation.

to Market and Regulatory Developments.

Sharplink regularly monitors developments in digital asset markets, technology and regulation,

and intends to adapt its strategy, as appropriate.

This may include adjustments to treasury practices, custody arrangements or capital

allocation approaches to reflect changes in the regulatory environment or the structure of digital asset markets.

Marketing Segment

December 2021, the Company acquired certain assets of FourCubed, including its online casino gaming-focused affiliate marketing network,

PAS.net (“PAS”).

PAS operates an established international affiliate platform that connects regulated online casino and gaming

operators with prospective players through performance-based marketing arrangements.

PAS has operated for approximately two decades and

maintains long-standing relationships with a number of online gaming operators.

acquisition of FourCubed expanded the Company’s affiliate marketing capabilities through the addition of experienced personnel

and existing contractual relationships with casino gaming operators, under which the Company earns commissions based on player acquisition

and gaming activity.

November 2022, the Company expanded its affiliate marketing activities into the U.S.

sports betting market through the launch of a portfolio

of state-specific, content-driven websites designed to direct users to licensed sportsbook and online casino operators.

These websites

are structured to comply with applicable state regulatory requirements and are tailored to individual jurisdictions in which online sports

betting and casino gaming are permitted.

As of March 2026, we operated affiliate marketing properties serving 15 U.S.

states (with current

emphasis in Michigan, New Jersey, Pennsylvania and West Virginia), and are licensed or otherwise authorized to operate in 32 jurisdictions.

Traffic acquisition is primarily driven through search engine optimization and targeted digital advertising.

affiliate marketing industry is highly competitive and includes a large number of domestic and international participants competing for

user traffic, search engine rankings and operator relationships.

Competitive factors include brand recognition, content quality, marketing

efficiency, regulatory compliance and the terms of affiliate agreements with gaming operators.

Marketing Services Revenue Model

Company generates affiliate marketing revenue by earning commissions from sportsbook and casino operators for new depositing customers

referred through its affiliate platforms.

Depending on the applicable jurisdiction, regulatory framework and commercial arrangements,

commissions are earned on a cost-per-acquisition (“CPA”) basis or as a percentage of net gaming revenue (“NGR”)

generated by referred players over time.

the Company continues to operate its affiliate marketing segment, management’s strategic focus has shifted toward digital asset

treasury activities.

The affiliate marketing business is managed to preserve value and cash flow, subject to market conditions, and is

not considered the Company’s primary growth platform.

Organizational

in Primary Business Strategy to Digital Asset Treasury Management

response to evolving market conditions and capital markets developments, we began reassessing our long-term strategic focus in the spring

After evaluating numerous strategic opportunities over a period spanning 14 months, in the second quarter of 2025 management

determined to shift the Company’s primary emphasis toward digital asset treasury activities, including the development of an ETH-centered

digital asset treasury management strategy.

While we continue to operate our legacy affiliate marketing business, our organizational

focus has transitioned toward the management of digital assets as a core component of our long-term business plan.

business platform previously included the provision of Free-To-Play (“F2P”) sports game and mobile app development services

to a marquis list of customers, which included several of the biggest names in sports and sports betting, including Turner Sports, NBA,

NFL, PGA TOUR, NASCAR and BetMGM, among others.

In addition, we previously owned and operated a variety of proprietary real-money fantasy

sports and sports simulation games and mobile apps through our SportsHub/fantasy sports business unit, which also owned and operated

LeagueSafe, one of the fantasy sports industry’s most trusted sources for collecting and protecting private fantasy league dues.

January 18, 2024, Sharplink sold all of the issued and outstanding membership interests, in our Sports Gaming Client Services and SportsHub

Gaming Network business units to RSports Interactive, Inc.

(“RSports”) for $22,500 in an all-cash transaction (the

“Sale of Business”), pursuant to the signing of a Purchase Agreement and other related agreements.

Nearly all the employees

of these acquired business units moved to RSports to help ensure a seamless transaction.

historical results of our Sports Gaming Client Services, SportsHub Gaming Network and MTS businesses have been reflected as discontinued

operations in our consolidated financial statements for the period prior to the Sale of Business.

See Note 14 - Discontinued Operations

included in the Consolidated Financial Statements for the years ended December 31, 2025 and 2024.

operations are subject to extensive and evolving regulation in the jurisdictions in which we operate.

These regulatory regimes include,

among others, laws and regulations governing digital assets, securities, financial reporting, online gaming and sports betting, advertising

and marketing practices, data privacy and anti-money laundering and sanctions compliance.

Regulatory requirements may change rapidly,

and the interpretation or application of existing laws may evolve over time.

Compliance with these regulations requires ongoing monitoring

and may result in increased operating costs, restrictions on business activities, or changes to the Company’s strategy.

of Digital Assets and Treasury Activities

frameworks applicable to digital assets in the United States and internationally continue to evolve and, in certain respects, have become

more clearly defined in recent periods.

Multiple regulatory authorities have undertaken efforts to provide additional clarity on how

digital assets are treated under existing laws and to develop frameworks for digital asset markets.

January 21, 2025, the U.S.

Securities and Exchange Commission (“SEC”) established a dedicated Crypto Task Force, led by SEC

Commissioner Hester M.

Peirce, with a mandate to evaluate and recommend policy approaches for digital assets, including potential pathways

for registration, disclosure frameworks, asset classification and the application of federal securities laws to digital asset markets

and intermediaries.

The Crypto Task Force’s stated goals include drawing clearer regulatory lines, providing realistic paths for

registration when warranted, and deploying enforcement resources judiciously in connection with digital asset activities.

January 23, 2025, the President of the United States issued Executive Order 14178, titled “Strengthening American Leadership in

Digital Financial Technology,” which revoked certain prior executive orders and directed federal agencies to engage in the development

of a coordinated regulatory framework for digital assets.

The executive order also prohibited the establishment, issuance or promotion

of a central bank digital currency and established a President’s Working Group on Digital Asset Markets tasked with proposing federal

regulatory recommendations within a specified period.

federal initiatives have coincided with a shift in emphasis by certain regulators from enforcement actions toward efforts to clarify

regulatory expectations for digital assets and market participants.

For example, many high-profile enforcement actions initiated in prior

years have been dismissed, and certain accounting guidance that posed practical impediments to institutional digital asset holdings has

been rescinded or revised.

addition, Congress has passed legislation affecting digital asset markets, including legislation establishing comprehensive regulatory

standards for stablecoins, which was signed into law on July 18, 2025.

The Guiding and Establishing National Innovation for U.S.

Act (GENIUS Act) requires that stablecoins be backed one-for-one by specified low-risk assets and establishes a dual federal and state

supervisory regime for stablecoin issuers.

these developments may contribute to increased clarity regarding the regulatory treatment of certain digital asset activities, the regulatory

environment remains complex and subject to change.

Regulatory authorities continue to assess and refine their approaches to digital asset

classification, market structure and compliance expectations.

There can be no assurance that future regulatory actions will be consistent

with current interpretations or that such developments will benefit the Company’s operations or strategic objectives.

actively monitor regulatory developments affecting digital asset markets and seek to conduct our digital asset treasury activities in

a manner consistent with applicable laws, public company disclosure obligations and internal governance and risk management policies.

Laws and Public Company Regulation

a publicly traded company, Sharplink is subject to the reporting, disclosure, governance, and internal control requirements of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated by the SEC.

These requirements

include periodic reporting obligations, disclosure controls and procedures, internal control over financial reporting and compliance

with applicable stock exchange listing standards.

Company’s digital asset holdings and treasury activities are reflected in its financial statements and disclosures in accordance

with applicable accounting standards and SEC guidance.

Changes in accounting standards, disclosure expectations or regulatory interpretations

relating to digital assets could affect the manner in which the Company reports its financial position and results of operations.

of Online Gaming and Affiliate Marketing Activities

Company’s legacy affiliate marketing business operates in connection with online gaming and sports betting markets that are subject

to extensive regulation at the international, federal, state, and local levels.

Regulatory frameworks governing online gaming and sports

betting vary significantly by jurisdiction and may impose licensing, registration, reporting, advertising, and operational requirements

on gaming operators and, in certain cases, their marketing partners.

the United States, online sports betting and casino gaming are regulated primarily at the state level.

The Company operates affiliate

marketing websites only in jurisdictions where online gaming or sports betting is permitted and where the Company is licensed or otherwise

authorized to operate.

State gaming regulators may impose restrictions on marketing practices, content, disclosures, and compensation

arrangements, and may require ongoing compliance audits or reporting.

Internationally,

the Company’s affiliate marketing activities may be subject to the laws and regulations of the jurisdictions in which its operator

partners are licensed or in which users are located.

These regulations may change, and failure to comply could result in penalties, suspension

of operations or termination of affiliate relationships.

Marketing, and Consumer Protection Laws

affiliate marketing activities are subject to federal and state laws governing advertising, marketing and consumer protection, including

laws relating to deceptive or unfair practices.

These regulations may affect the content, presentation, and distribution of marketing

materials, including disclosures regarding responsible gaming, age restrictions and promotional offers.

Search engine providers, digital

advertising platforms and content distribution channels may also impose their own policies and restrictions on gaming-related advertising,

which can change over time and may impact our ability to attract traffic or monetize our affiliate properties.

Privacy and Cybersecurity Regulation

Company is subject to data protection and privacy laws governing the collection, use, storage and security of personal information.

laws include, among others, U.S.

federal and state privacy statutes and, where applicable, international data protection regulations.

Compliance with these requirements may require the implementation of technical, administrative and organizational safeguards and may

increase operating costs.

Cybersecurity risks and data protection obligations are also subject to evolving regulatory standards, including

SEC disclosure requirements related to cybersecurity incidents and risk management practices.

Laundering and Sanctions Compliance

aspects of our operations, including digital asset activities and relationships with gaming operators, may be subject to anti-money laundering

(“AML”), counter-terrorist financing and economic sanctions laws.

While we do not directly process customer wagers or hold

customer funds, we maintain policies and procedures designed to support compliance with applicable laws and to mitigate the risk of facilitating

prohibited activities.

regulatory environment applicable to digital assets, online gaming, and related technologies is complex and subject to change.

regulations, or interpretations could be enacted or adopted that may adversely affect the Company’s operations, require significant

compliance expenditures, or limit the Company’s ability to pursue its business strategy.

Regulatory developments in one jurisdiction

may influence regulatory approaches in others.

“Risk Factors” titled “ We may be subject to regulatory

developments related to digital assets and digital asset markets, which could adversely affect our business, financial condition, and

results of operations ” and “ We and our sports betting and iGaming partners are subject to complex laws and

regulations, which are subject to change and interpretation, and which could subject us to claims or otherwise harm us and our clients.

Any change in existing regulations or their interpretation, or the regulatory climate and requirements applicable to us or our partners ’

businesses, could have a material adverse impact on our business, prospects, financial condition and results of operations.

Company maintains policies, procedures and internal controls designed to support compliance with applicable laws, regulations and reporting

obligations across our operations.

These include compliance frameworks addressing securities laws, public company disclosure requirements,

digital asset custody and treasury management practices, online gaming and affiliate marketing regulations, data privacy and cybersecurity

obligations and anti-money laundering and sanctions considerations.

Our compliance efforts are supported by internal governance structures,

management oversight and, where appropriate, external advisors.

Compliance requirements applicable to our businesses are complex and

continue to evolve, particularly with respect to digital assets and regulated gaming activities, and may require ongoing enhancements

to policies, systems and controls.

While we endeavor to maintain compliance with all applicable requirements, there can be no assurance

that regulatory authorities will not take positions that differ from our interpretations or that compliance costs and obligations will

not increase over time.

principal executive offices are located at 200 S.

Biscayne Boulevard, Miami, Florida 33131.

Our website address is www.sharplink.com.

The information contained on, or that can be accessed through, our website is not a part of this Annual Report.

We have included our website address in this Annual Report solely as an inactive textual reference.

Human Capital Resources

As of December 31, 2023, SharpLink employed a total of 51 full-time employees.

However, upon closing of the Sale of Business of our Sports Gaming Services and SportsHub Gaming Network businesses to RSports on January 18, 2024, 46 people previously employed by us moved to RSports in connection with the Sale of Business.

SharpLink outsources certain employment benefits and other employee-related administrative functions to a third party service provider, which serves as a co-employer of its employees for these purposes.

None of SharpLink’s employees are currently represented by a labor union or covered by a collective bargaining agreement, and SharpLink’s management believes that the company’s relations with its employees are good.

As of December 31, 2024, we employed a total of five (5) full-time employees.

We acknowledge that our employees are our most valued asset and the driving force behind our success.

For this reason, we aspire to be an employer that is known for cultivating a positive and welcoming work environment and one that fosters growth, provides a safe place to work, supports diversity and embraces inclusion.

To support these objectives, our human resources programs are designed to develop talent to prepare them for critical roles and leadership positions for the future;

reward and support employees through competitive pay, benefit and perquisite programs;

enhance our culture through efforts aimed at making the workplace more engaging and inclusive;

acquire talent and facilitate internal talent mobility to create a high performing, diverse workforce;

engage employees as brand ambassadors of our products;

and evolve and invest in technology, tools and resources to enable employees at work.

Intellectual Property

Intellectual property rights are important to the success of SharpLink’s business.

SharpLink relies on a combination of database, trademark, trade secret, confidentiality and other intellectual property protection laws in the United States and other jurisdictions, as well as license agreements, confidentiality procedures, non-disclosure agreements with third parties and other contractual protections, to protect its intellectual property rights, including its databases, know-how and brand.

In the United States, SharpLink currently hold several domain names and, in the future, it may acquire patents, additional trademarks and domain names.

As of March 14, 2025, SharpLink owns 177 domain name registrations.

It has not always been, and in the future may not be, possible or commercially desirable to obtain registered protection for SharpLink’s products, software, databases or other technology.

In such situations, SharpLink relies on laws governing protection of unregistered intellectual property rights, confidentiality and/or contractual exclusivity of and to underlying data and technology to prevent unauthorized use by third parties.

SharpLink uses Open Source Software in its services and periodically reviews its use of Open Source Software to attempt to avoid subjecting its services and product offerings to conditions SharpLink does not intend to impose on them.

SharpLink controls access to and use of its data, databases, and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, clients and partners.

SharpLink requires its employees, consultants and other third parties to enter into confidentiality and proprietary rights agreements, and it controls and monitors access to its data, database, software, documentation, proprietary technology and other confidential information.

SharpLink’s policy is to require all of its employees and independent contractors to sign agreements assigning to it any inventions, trade secrets, works of authorship, developments, processes and other intellectual property generated by them on its behalf and under which they agree to protect its confidential information.

In addition, SharpLink generally enters into confidentiality agreements with its business partners.

Where You Can Find Additional Information

The Company currently files with the U.S.

Securities and Exchange Commission (the “SEC”) Current Reports on Form 8-K, and amendments to those reports and will furnish its proxy statement.

Further, all filings made by SharpLink when it qualified as a foreign private issuer are also maintained with the SEC.

These filings are available free of charge on the Company’s website, www.sharplink.com, shortly after they are filed with the SEC, including filings made by SharpLink and SharpLink Israel.

The SEC maintains an Internet website, www.sec.gov, which contains reports and information statements and other information regarding issuers.

We have included our

website address in this Annual Report solely as an inactive textual reference.

Capital Resources

of December 31, 2025, we employed a total of 15 full-time employees.

We acknowledge that our employees are our most valued asset and

the driving force behind our success.

property rights are important to the success of Sharplink’s business.

We rely on a combination of trademark, trade secret, confidentiality,

database protection and other intellectual property laws in the United States and other jurisdictions, as well as contractual protections,

to safeguard our proprietary assets.

These assets include, among other things, our brands, domain names, databases, operational know-how

and proprietary processes associated with both our digital asset treasury activities and legacy affiliate marketing operations.

respect to our digital asset treasury activities, the Company’s intellectual property primarily consists of proprietary methodologies,

internal processes, risk management frameworks, operational procedures and know-how related to digital asset acquisition, custody coordination,

treasury operations, staking and yield participation, liquidity management and governance.

These elements are generally protected as

trade secrets and confidential information, rather than through patents or registered intellectual property rights.

We believe that the

confidential nature of these processes, combined with contractual and procedural safeguards, provides meaningful protection against unauthorized

use or disclosure.

the United States, Sharplink holds various domain name registrations associated with its businesses and brands and may, from time to

time, seek to acquire additional domain names, trademarks or other intellectual property rights as deemed appropriate.

As of March 6,

2026, the Company owned 155 domain name registrations.

You Can Find Additional Information

website is www.sharplink.com.

We make available free of charge, on or through our website, our Annual Report on Form 10-K, quarterly

reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, if any, or other filings filed or furnished pursuant

to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after electronically filing or furnishing these reports

with the SEC.

The SEC also maintains an Internet website, www.sec.gov, which contains reports, information statements, proxy statements,

and other information regarding issuers.

Further, all filings made by Sharplink when we qualified as a foreign private issuer are also

maintained with the SEC.

We include our website in this Annual Report on Form 10-K (this “Annual Report”) only as an inactive

textual reference.

Information contained in our website does not constitute a part of this Annual Report.

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 1. Business