Sharplink, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure and Control Procedures The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report, have concluded that our disclosure controls and procedures are effective at the reasonable assurance level and are designed to ensure that the information we are required to disclose is recorded, processed, summarized and reported within the necessary time periods. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports that we file or submit pursuant to the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As required by Rule 13a-15(c) promulgated under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025. Management’s assessment was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013 Framework) (the COSO Framework). Based on management’s assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2025. This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this Form 10-K. Changes in Internal Control over Financial Reporting In 2025, we began the implementation of our ETH Treasury Management Strategy (“ETH Strategy”), as further described in notes to the accompanying consolidated financial statements, included in Item 8 of this annual report. Accordingly, and as previously disclosed in our quarterly reports on Form 10-Q, we have implemented new and additional internal controls surrounding the acquisition, safeguarding, custody, accounting, and reporting of our digital assets. These changes included implementation and enhancement of policies, processes, people, technology and operations related to our ETH Strategy, were completed in the fourth quarter of 2025, and were evaluated in our assessment of internal control over financial reporting above. Other than the changes related to the ETH Strategy described herein, there were no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Inherent Limitations on the Effectiveness of Controls The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting. ITEM 9B. OTHER INFORMATION During the three months ended December 31, 2025, none of our executive officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended), adopted or terminated a Rule 10b5-1 trading arrangement or a “non-Rule 10b5-1 trading arrangement”, as those terms are defined in Item 408 of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 68 Table of Contents PART III Certain information required by Part III is incorporated by reference from our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders (the “Proxy Statement”), or an amendment to this Form 10-K, which we intend to file with the SEC within 120 days after the fiscal year end covered by this report. Except for those portions specifically incorporated in this Form 10-K by reference to the Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Form 10-K. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE We expect to file the Proxy Statement no later than 120 days after the close of our last fiscal year pursuant to SEC Regulation 14A in connection with our 2026 Annual Meeting of Stockholders (the “Annual Meeting”), which involves the election of directors. The following section of the Proxy Statement are incorporated herein by reference: “Proposal No. 1 – Election of Directors,” “Executive Officers,” “Corporate Governance,” and “Compliance with Section 16(a) of the Exchange Act.” ITEM 11. EXECUTIVE COMPENSATION The following sections of the Proxy Statement are incorporated herein by reference: “Executive and Director Compensation.” Plan Category Number of securities to be issued upon exercise of outstanding options and RSUs Weighted-average exercise price of outstanding options and RSUs Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column(a)) As of December 31, 2025: Equity compensation plans approved by security holders 1,603,111 $ 14.69 9,225,674 Equity compensation plans not approved by security holders - - - Total 1,603,111 $ 14.69 9,225,67 4 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following section of the Proxy Statement is incorporated herein by reference: “Security Ownership of Certain Beneficial Owners and Management.” ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The following sections of the Proxy Statement are incorporated herein by reference: “Director Independence” and “Certain Relationships and Related Transactions.” ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following sections of the Proxy Statement are incorporated herein by reference: “Ratification of Appointment of Independent Registered Public Accountants.” 69 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES Exhibit Number Description 2.1 Agreement and Plan of Merger, dated June 14, 2023, by and among SharpLink Gaming Ltd., SharpLink Gaming, Inc., and SharpLink Merger Sub Ltd. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 filed with the SEC on June 15, 2023). 2.2* Amendment No. 1 to Agreement and Plan of Merger, dated July 24, 2023, by and among SharpLink Gaming Ltd., SharpLink Gaming, Inc., and SharpLink Merger Sub Ltd. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1 filed with the SEC on September 22, 2023). 3.1* Memorandum of Association (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on April 26, 2023) (translated from Hebrew; the original language version is on file with the Registrant and is available upon request) 3.2* Second Amended and Restated Articles of Association of SharpLink Gaming Ltd. (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the SEC on May 26, 2023) 3.3* Amended and Restated Articles of Association of SharpLink Gaming, Ltd., dated October 24, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 25, 2023) 3.4* Amended Memorandum of Association, dated October 24, 2023 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on October 25, 2023) 3.5* Certificate of Incorporation of SharpLink Gaming, Inc. (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 filed with the SEC on June 15, 2023) 3.6* Amended and Restated Certificate of Incorporation of SharpLink Gaming, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K12B filed with the SEC on February 13, 2024) 3.7* Certificate of Designation of the Series A-1 Preferred Stock of SharpLink Gaming, Inc., par value $0.0001 per share (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K12B filed with the SEC on February 13, 2024) 3.8* Certificate of Designation of the Series B Preferred Stock of SharpLink Gaming, Inc., par value $0.0001 per share (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K12B filed with the SEC on February 13, 2024) 3.9* Bylaws of SharpLink Gaming, Inc. (incorporated by reference to Exhibit 3.4 to the Current Report on Form 8-K12B filed with the SEC on February 13, 2024) 4.1* Form of Regular Warrant issued to Alpha Capital Anstalt (incorporated by reference to Exhibit 4.2 to the Report on Form 6-K submitted to the SEC on November 19, 2021) 4.2* Common Stock Purchase Warrant for 8,800,000 shares in favor of Alpha Capital Anstalt, dated February 15, 2023 (incorporated by reference to Exhibit 4.1 to Form 8-K/A filed with the SEC on February 17, 2023) 4.3* MTS Warrant issued to Roy Hess for 58,334 Ordinary Shares of SharpLink Gaming Ltd. (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-4 filed with the SEC on June 15, 2023) 4.4* MTS Warrant issued to Roy Hess for 25,000 Ordinary Shares of SharpLink Gaming Ltd. (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-4 filed with the SEC on June 15, 2023) 70 Table of Contents 4.5* Common Stock Purchase Warrant of SportsHub Games Network, Inc., dated October 29, 2018 (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-1 filed with the SEC on September 22, 2023) 4.6* Form of Prefunded Warrant issued to Alpha Capital Anstalt (incorporated by reference to Exhibit 4.1 to the Report on Form 6-K submitted to the SEC on November 19, 2021) 10.1* Agreement and Plan of Merger, dated April 15, 2021, among the Registrant, SharpLink, Inc., and New SL Acquisition Corp. (incorporated by reference to Exhibit 99.2 to the Report on Form 6-K submitted to the SEC on April 15, 2021) 10.2* Amendment No. 1 to Agreement and Plan of Merger, dated July 23, 2021, Mer Telemanagement Solutions Ltd., New SL Acquisition Corp. and SharpLink, Inc. (incorporated by reference to Exhibit 2.2 to Form F-3 filed with the SEC on July 27, 2021) 10.3+* SharpLink, Inc. 2020 Stock Incentive Plan (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 filed with the SEC on October 12, 2021) 10.4+* 2021 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed with the SEC on October 12, 2021) 10.5+* SharpLink Gaming, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed with the SEC on March 4, 2024) 10.6+* Employment Agreement by and between SharpLink, Inc. and Rob Phythian, dated July 26, 2021 (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-4 filed with the SEC on February 3, 2022) 10.7+* Employment Agreement by and between SharpLink, Inc. and Chris Nicholas, dated July 26, 2021(incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4 filed with the SEC on February 3, 2022) 10.8+* Employment Agreement by and between SharpLink, Inc. and Bob DeLucia, dated August 16, 2022 (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1/A filed with the SEC on May 8, 2023) 10.9+* Directors and Officers Compensation Policy (incorporated by reference to Annex C to Exhibit 99.2 of the Report on Form 6-K submitted to the SEC on July 28, 2022) 10.10* Securities Purchase Agreement dated December 23, 2020, between SharpLink, Inc. and Alpha Capital Anstalt, as amended on June 15, 2021 and July 23, 2021 (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K submitted to the SEC on November 19, 2021) 10.11* Securities Purchase Agreement dated November 16, 2021 between the Company and Alpha Capital Anstalt (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K submitted to the SEC on November 19, 2021) 10.12* Asset Purchase Agreement, dated December 21, 2021, by and among FourCubed Acquisition Company, LLC, 6t4 Company, FourCubed Management, LLC, Chris Carlson and SharpLink Gaming Ltd. (incorporated by reference to Exhibit 10.1 to the Report on Form 6-K submitted to the SEC on January 12, 2022) 10.13†* Registration Rights Agreement, dated December 31, 2021, by and among SharpLink Gaming Ltd., 6t4 Company, and Chris Carlson (incorporated herein by reference to Exhibit 10.2 to the Report on Form 6-K submitted to the SEC on January 12, 2022) 71 Table of Contents 10.14* Agreement and Plan of Merger, dated September 7, 2022, by and among SharpLink Gaming Ltd., SHGN Acquisition Corp., SportsHub Games Network, Inc. and Christian Peterson, in his capacity as the Stockholder Representative (incorporated by reference to Annex A-1 to Exhibit 99.2 of the Report on Form 6-K submitted to the SEC on November 8, 2022) 10.15* First Amendment to Agreement and Plan of Merger, dated November 2, 2022, by and among SharpLink Gaming Ltd., SHGN Acquisition Corp., SportsHub Games Network, Inc. and Christian Peterson, in his capacity as the Stockholder Representative (incorporated by reference to Annex A-1 to Exhibit 99.2 of the Report on Form 6-K submitted to the SEC on November 8, 2022) 10.16††* Share and Asset Purchase Agreement, dated as of November 9, 2022, by and between SharpLink Gaming Ltd. and Entrypoint South Ltd. (incorporated herein by reference to Exhibit 2.1 to the Report on Form 8-K submitted to the SEC on January 5, 2023) 10.17* Revolving Credit Agreement, dated February 13, 2023, by and between SharpLink, Inc. and Platinum Bank (incorporated herein by reference to Exhibit 10.1 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.2* Amendment No. 1 to Agreement and Plan of Merger, dated July 23, 2021, Mer Telemanagement Solutions Ltd., New SL Acquisition Corp. and SharpLink, Inc. (incorporated by reference to Exhibit 2.2 to Form F-3 filed with the SEC on July 27, 2021) 10.18* Revolving Promissory Note, dated February 13, 2023, executed by SharpLink, Inc. (incorporated herein by reference to Exhibit 10.2 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.19* Deposit Account Pledge and Control Agreement, dated February 13, 2023, by and between SHGN Acquisition Corp. and Platinum Bank (incorporated herein by reference to Exhibit 10.3 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.20* Form of Company Guaranty, dated February 13, 2023, issued by SHGN Acquisition Corp., SLG 1 Holdings LLC and SLG 2 Holdings LLC (incorporated herein by reference to Exhibit 10.4 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.6+* Employment Agreement by and between SharpLink, Inc. and Rob Phythian, dated July 26, 2021 (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-4 filed with the SEC on February 3, 2022) 10.21* Term Loan Agreement, dated June 9, 2020, by and between SportsHub Games Network, Inc. and Platinum Bank (incorporated herein by reference to Exhibit 10.5 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.22* Amendment Agreement, dated November 4, 2021, by and between SportsHub Games Network, Inc., LeagueSafe Management, LLC, Virtual Fantasy Games Acquisition, LLC, Rob Phythian, Chris Nicholas and Platinum Bank (incorporated herein by reference to Exhibit 10.6 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.23* Consent, Assumption and Second Amendment Agreement, dated February 13, 2023, by and between SHGN Acquisition Corp., LeagueSafe Management, LLC, Virtual Fantasy Games Acquisition, LLC and Platinum Bank (incorporated herein by reference to Exhibit 10.7 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.24* Amended and Restated Term Promissory Note, dated February 13, 2023, executed by SHGN Acquisition Corp. (incorporated herein by reference to Exhibit 10.8 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.25* Security Agreement, dated June 9, 2020, executed by SHGN Acquisition Corp. (incorporated herein by reference to Exhibit 10.9 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 72 Table of Contents 10.26* Third Party Security Agreement, dated as of June 9, 2020, executed by Virtual Fantasy Games Acquisition, LLC (incorporated herein by reference to Exhibit 10.10 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.27* Amended and Restated Deposit Account Pledge Agreement, dated February 13, 2023, executed by SHGN Acquisition Corp. (incorporated herein by reference to Exhibit 10.11 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.28* Revolving Credit Agreement, dated March 27, 2020, by and between SportsHub Games Network, Inc. and Platinum Bank (incorporated herein by reference to Exhibit 10.12 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.29* Second Amendment Agreement, dated November 4, 2021, by and between SportsHub Games Network, Inc., LeagueSafe Management, LLC, Virtual Fantasy Games Acquisition, LLC and Platinum Bank (incorporated herein by reference to Exhibit 10.13 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.30* Consent, Assumption and Third Amendment Agreement, dated February 13, 2023, by and between SHGN Acquisition Corp., LeagueSafe Management, LLC, Virtual Fantasy Games Acquisition, LLC and Platinum Bank (incorporated herein by reference to Exhibit 10.14 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.31* Amended and Restated Promissory Note executed by SHGN Acquisition Corp., dated February 13, 2023 (incorporated herein by reference to Exhibit 10.15 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.32* Security Agreement, dated March 27, 2020, executed by SportsHub Games Network, Inc. (incorporated herein by reference to Exhibit 10.16 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.33* Security Agreement, dated March 27, 2020, by and between LeagueSafe Management, LLC and SportsHub Games Network, Inc. (incorporated herein by reference to Exhibit 10.17 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.34* Third Party Security Agreement, dated March 27, 2020, executed by Virtual Fantasy Games Acquisition, LLC (incorporated herein by reference to Exhibit 10.18 to the Report on Form 8-K/A filed with the SEC on February 17, 2023) 10.35* Securities Purchase Agreement, dated February 14, 2023, by and between SharpLink, Inc. and Alpha Capital Anstalt (incorporated herein by reference to Exhibit 10.19 to the Report on Form 8-K filed with the SEC on February 16, 2023) 10.36* 8% Senior Convertible Debenture Due February 15, 2026 (incorporated herein by reference to Exhibit 10.20 to the Report on Form 8-K filed with the SEC on February 16, 2023) 10.37* Registration Rights Agreement, dated February 14, 2026, by and between SharpLink, Inc. and Alpha Capital Anstalt (incorporated herein by reference to Exhibit 10.21 to the Report on Form 8-K filed with the SEC on February 16, 2023) 10.38* SportsHub Games Network, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.6+ to the Registration Statement on Form S-1 filed with the SEC on September 22, 2023) 10.39* Form of Placement Agent Agreement (incorporated by reference to Exhibit 1.1 to the Registration Statement on Amendment No. 1 to Form S-1 filed with the SEC on October 6, 2023) 10.40* Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.6 to the Registration Statement on Amendment No. 1 to Form S-1 filed with the SEC on October 6, 2023) 73 Table of Contents 10.41* Form of Ordinary Warrant (incorporated by reference to Exhibit 4.7 to the Registration Statement on Amendment No. 1 to Form S-1 filed with the SEC on October 6, 2023) 10.42* Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.8 to the Registration Statement on Amendment No. 1 to Form S-1 filed with the SEC on October 6, 2023) 10.43* Director Agreement with Obie McKenzie, dated February 12, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K12B filed with the SEC on February 13, 2024) 10.44* Director Agreement with Leslie Bernhard, dated February 11, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K12B filed with the SEC on February 13, 2024) 10.45* Confidentiality Agreement with Obie McKenzie, dated February 14, 2024 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K12B filed with the SEC on February 13, 2024 10.46* Confidentiality Agreement with Leslie Bernhard, dated February 14, 2024 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K12B filed with the SEC on February 13, 2024) 10.47* Director Agreement with Robert Gutkowski, dated February 16, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 21, 2024) 10.48* Confidentiality Agreement with Robert Gutkowski, dated February 16, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on February 21, 2024 10.49* 2024 Executive Compensation Plan, adopted February 16, 2024 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on February 21, 2024 10.50* Employment Agreement with Rob Phythian, dated February 16, 2024 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on February 21, 2024) 10.51* Employment Agreement with Robert DeLucia, dated February 16, 2024 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on February 21, 2024) 10.52* ATM Sales Agreement, dated May 1, 2024 between SharpLink Gaming, Inc. and A.G.P./Alliance Global Partners (incorporated herein by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (File No. 333-279065) filed with the SEC on May 2, 2024) 10.53* Amended and Fully Restated Post Closing Assignment Agreement between SharpLink Gaming Ltd., SHGN Acquisition Corp., RSports Interactive and SportsHub PA Holdings, LLC, dated May 8, 2024 (incorporated herein by reference to Exhibit 1.1 to the Report on Form 8-K filed with the SEC on May 14, 2024) 10.54* Exchange Agreement No. 2 between SharpLink Gaming, Inc. and Alpha Capital Anstalt, dated July 10, 2024 (incorporated herein by reference to Exhibit 1.1 to the Report on Form 8-K filed with the SEC on July 16, 2024) 10.55* Common Stock Purchase Warrant between SharpLink Gaming, Inc. and Alpha Capital Anstalt (incorporated herein by reference to Exhibit 1.2 to the Report on Form 8-K filed with the SEC on July 16, 2024) 74 Table of Contents 10.56+* 2025 Executive Compensation Plan, adopted March 19, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 26, 2025). 10.57* 2025 Board Compensation Plan, adopted March 19, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on March 26, 2025). 10.58+* Amendment No. 1 to the Executive Employment Agreement, dated March 19, 2025, between SharpLink Gaming Inc. and Rob Phythian (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on March 26, 2025). 10.59+* Amendment No. 1 to the Executive Employment Agreement, dated March 19, 2025, between SharpLink Gaming, Inc. and Robert DeLucia (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on March 26, 2025). 10.60* Exchange Agreement between SharpLink Gaming, Inc. and Alpha Capital Anstalt, dated April 2, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 3, 2025). 10.61* Prefunded Common Stock Purchase Warrant between SharpLink Gaming, Inc. and Alpha Capital Anstalt, dated April 2, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 3, 2025). 10.62* Placement Agency Agreement, dated May 20, 2025, by and between the SharpLink Gaming, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on May 20, 2025). 10.63* Form of Securities Purchase Agreement, dated May 20, 2025, by and between the SharpLink Gaming, Inc. and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 20, 2025). 10.64* Form of Securities Purchase Agreement, dated May 26, 2025, by and between SharpLink Gaming, Inc. and each Purchaser (as defined therein) therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 30, 2025). 10.65* Placement Agency Agreement, dated May 26, 2025, between SharpLink Gaming, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 20, 2025). 10.66* Form of Registration Rights Agreement, dated as of May 26, 2025, between SharpLink Gaming, Inc. and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 30, 2025) 10.67†* Form of Asset Management Agreement, dated May 30, 2025, between SharpLink Gaming, Inc. and an Asset Manager (as defined therein) (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on May 30, 2025) 10.68†* Form of Asset Management Agreement, dated May 30, 2025, between SharpLink Gaming, Inc. and an Asset Manager (as defined therein) (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on May 30, 2025) 10.69* Strategic Advisor Agreement, dated May 30, 2025, between SharpLink Gaming, Inc. and Consensys Software Inc. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on May 30, 2025) 10.71* Form of Letter Agreement for Strategic Advisor Warrants (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 11, 2025) 10.72* Form of Letter Agreement for Placement Agent Warrants (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 11, 2025) 10.73* Form of Letter Agreement with Consensys Software Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on July 11, 2025) 75 Table of Contents 10.74* Form of Letter Agreement with Joseph Lubin (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on July 11, 2025) 10.75* ATM Sales Agreement, dated May 30, 2025 between SharpLink Gaming, Inc. and A.G.P./Alliance Global Partners (incorporated herein by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3ASR (File No. 333-287708) filed with the SEC on May 30, 2025) 10.76* Amendment to the ATM Sales Agreement dated July 17, 2025 by and between SharpLink Gaming, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 17, 2025) 10.77* Master Forward Confirmation Letter Agreement, dated July 17, 2025 by and between Sharplink Gaming, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 17, 2025) 10.78+* Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 25, 2025) 10.79* Form of Securities Purchase Agreement, dated August 6, 2025, by and between the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 8, 2025) 10.80* Placement Agency Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 8, 2025) 10.81* Form of Securities Purchase Agreement, dated August 10, 2025, by and between the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 12, 2025) 10.82* Placement Agent Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 12, 2025) 10.83+* Employment Agreement by and between SharpLink Gaming, Inc. and Bob DeLucia dated July 25, 2025 10.84+* Employment Agreement by and between SharpLink Gaming, Inc. and Joseph Chalom dated July 25, 2025 10.85+* Employment Agreement by and between SharpLink Gaming, Inc. and Rob Phythian dated July 25, 2025 10.86†* ETH Sale and Purchase Agreement, dated July 7, 2025, between SharpLink Gaming, Inc. and Ethereum Foundation (incorporated by reference as Exhibit 10.10 to the Quarterly Report on Form 10-Q filed on August 14, 2025) 10.87* Director Compensation Program (incorporated by reference to Exhibit 10.25 to Quarterly Report on Form 10-Q filed on August 14, 2025) 10.88* Amended and Restated Sales Agreement, dated August 19, 2025, by and among SharpLink Gaming, Inc., A.G.P./Alliance Global Partners, Canaccord Genuity LLC, SG Americas Securities, LLC, B. Riley Securities, Inc., and Citizens JMP Securities, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 20, 2025) 10.89* Form of 10b-18 Repurchase Agreement (incorporated by reference as Exhibit 10.1 to the Current Report on Form 8-K filed on August 22, 2025) 10.90+* Form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Time-Based Grant) (incorporated by reference as Exhibit 10.2 to the Current Report on Form 8-K filed on August 22, 2025) 10.91+* Form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Performance-Based Grant) (incorporated by reference as Exhibit 10.3 to the Current Report on Form 8-K filed on August 22, 2025) 10.92* Form of Securities Purchase Agreement, dated October 15, 2025, by and between the Company and the Purchaser named therein (incorporated by reference as Exhibit 10.1 to the Current Report on Form 8-K filed on October 17, 2025) 10.93* Placement Agent Agreement (incorporated by reference as Exhibit 10.2 to the Current Report on Form 8-K filed on October 17, 2025) 10.94** Separation Agreement dated December 15, 2025, between Rob Phythian and SharpLink Gaming, Inc. 19.1* Amended and Restated Insider Trading Policy of SharpLink Gaming, Inc. last amended as of September 12, 2025 21.1** List of Subsidiaries 23.1** Consent of KPMG LLP 23. 2** Consent of Cherry Bekaert, LLP 76 Table of Contents 31.1** Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended 31.2** Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended 32.1*** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2*** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1** SharpLink Gaming, Inc. Clawback Policy 99.1* Convenience Translation of the 104H Tax Ruling from Israel Tax Authority, dated January 17, 2024 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on February 2, 2024). 99.2* Declaration of Status for Israeli Income Tax Purposes (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the SEC on February 2, 2024) 101.INS** Inline XBRL Instance Document 101.SCH** Inline XBRL Taxonomy Extension Schema Document 101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB** Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Previously filed ** Filed herewith *** Furnished herewith † Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain information contained in this has been redacted as indicated therein †† Annexes and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted annexes and schedules upon request. + Indicates management contract or compensatory plan. ITEM 16. FORM 10-K SUMMARY None. 77 Table of Contents SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SHARPLINK, INC. Dated: March 6, 2026 By: /s/ Joseph Chalom Joseph Chalom Chief Executive Officer and Director Dated: March 6, 2026 By: /s/ Robert DeLucia Robert DeLucia Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ Joseph Lubin Chairman of the Board March 6, 2026 Joseph Lubin /s/ Joseph Chalom Chief Executive Officer and Director March 6, 2026 Joseph Chalom (Principal Executive Officer) /s/ Robert DeLucia Chief Financial Officer March 6, 2026 Robert DeLucia (Principal Financial Officer) /s/ Leslie Bernhard Director March 6, 2026 Leslie Bernhard /s/ Robert Gutkowski Director March 6, 2026 Robert Gutkowski /s/ Obie McKenzie Director March 6, 2026 Obie McKenzie 78 Table of Contents INDEX TO FINANCIAL STATEMENTS Contents Page No. Reports of Independent Registered Public Accounting Firm (PCAOB ID: 00 185 and PCAOB ID: 00 677 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-5 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-6 Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024 F-7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-8 Notes to the Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024 F-9 F- 1 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Sharplink, Inc. (formerly SharpLink Gaming, Inc.): Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Sharplink, Inc. (formerly SharpLink Gaming, Inc.) and subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles . Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F- 2 Table of Contents Evaluation of audit evidence pertaining to the existence and rights to the digital assets As discussed in Notes 2(d), (e) and (f) to the consolidated financial statements, the Company’s digital assets are comprised of crypto assets at fair value, crypto assets at cost, and USDC stablecoin. These assets are held through custodial arrangements with qualified third-party custodians and include assets staked on the Ethereum blockchain. As of December 31, 2025, the carrying amount of the Company’s digital assets was $2,402,477 thousand. We identified the evaluation of audit evidence pertaining to the existence of and the Company’s rights to its digital assets as a critical audit matter. Subjective auditor judgment, including specialized skills and knowledge, was involved in determining the nature and extent of audit evidence required to assess the existence of and the Company’s rights to its digital assets, as rights are retained through custodial arrangements with qualified third-party custodians. The following are the primary procedures we performed to address this critical audit matter. ● We evaluated the design and implementation of certain internal controls over the existence of and the Company’s rights to its digital assets, including those staked on the Ethereum blockchain. We engaged information technology professionals with specialized skills and knowledge to assist in evaluating the design and implementation of internal controls at custodial platforms, including those related to the configuration of access rights and approval privileges for asset transfers and withdrawals, and staking of digital assets. ● We obtained confirmation of the Company’s digital assets held in custody and staked as of December 31, 2025, the Company’s rights to those digital assets, digital assets transactions during the year, and digital wallets owned by the Company, and reconciled the confirmed information to the Company’s record of its digital assets. We also obtained confirmation that digital asset transfers to third parties were authorized by the Company, evidencing the Company’s rights to its digital assets. ● We compared the Company’s record of digital assets held in custody and for a sample of staked digital assets, as well as digital assets transactions, to the records on the public blockchain using software audit tools. We also evaluated the reliability of audit evidence obtained from public blockchains. ● We obtained and assessed the terms of the contractual arrangements between the Company and its custodians, to confirm that the Company had rights to its digital assets as of December 31, 2025. /s/ KPMG LLP We have served as the Company’s auditor since 2025. McLean, Virginia March 6, 2026 F- 3 Table of Contents To the Board of Directors and Stockholders Sharplink Inc. (formerly SharpLink Gaming, Inc.) Miami, Florida Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Sharplink Inc. and Subsidiaries, formerly known as SharpLink Gaming, Inc., (the “Company”) as of December 31, 2024, and the related consolidated statement of operations, stockholders’ equity, and cash flows for the year then ended December 31, 2024 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the consolidated results of its operations and its cash flows for each of the year then ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company had recurring losses and negative cash flows from operations that raise substantial doubt about their ability to continue as a going concern. Management has evaluated the events and conditions giving rise to this substantial doubt and has developed plans to address these matters. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide a reasonable basis for our opinion. /s/ Cherry Bekaert LLP We served as the Company’s auditor in from 2022 to 2025. Raleigh, North Carolina March 14, 2025 F- 4 Table of Contents SHARPLINK, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) December 31, 2025 December 31, 2024 Assets Current Assets Cash $ 28,539 $ 1,437 USDC stablecoin 1,882 - Accounts receivable, net of allowance for credit losses of $ 0 221 265 Other receivables - 273 Prepaid expenses and other current assets 329 310 Current assets from discontinued operations 182 270 Total current assets 31,153 2,555 Crypto assets at fair value 1,899,683 - Crypto assets at cost 500,912 - Equipment, net 10 3 Intangible assets, net 8 13 Total assets $ 2,431,766 $ 2,571 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable and accrued expenses $ 12,748 $ 479 Current liabilities from discontinued operations 1 10 Total current liabilities 12,749 489 Total liabilities 12,749 489 Commitments and Contingencies (Note 11) - Stockholders’ Equity Series A-1 preferred stock, $ 0.0001 par value; authorized shares: 260,000 ; issued and outstanding shares: 0 and 601 ; liquidation preference: $ 116,997 - 0 Series B preferred stock, $ 0.0001 par value; authorized shares: 370,000 ; issued and outstanding shares: 0 and 1,040 ; liquidation preference: $ 529,122 - 0 Preferred stock value - 0 Common stock, $ 0.0001 par value; authorized shares 2,500,000,000 and 100,000,000 , respectively; issued 198,635,801 and 407,295 , respectively; outstanding shares: 196,697,343 and 407,287 , respectively 20 0 Treasury stock, 1,938,458 and 8 shares, respectively, of common stock at cost ( 31,721 ) ( 29 ) Additional paid-in capital 3,263,114 79,920 Accumulated deficit ( 812,396 ) ( 77,809 ) Total stockholders’ equity 2,419,017 2,082 Total liabilities and stockholders’ equity $ 2,431,766 $ 2,571 See accompanying notes to these consolidated financial statements. F- 5 Table of Contents SHARPLINK, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) For the Year Ended December 31, 2025 2024 Revenue from staking, net $ 25,594 $ - Revenue from affiliate marketing 2,461 3,662 Total revenue 28,055 3,662 Gains and (losses) from operations Realized gain on crypto assets, net 55,213 - Unrealized loss on crypto assets at fair value, net ( 616,173 ) - Total losses from operations ( 560,960 ) - Operating expenses Cost of revenues from affiliate marketing 1,902 2,756 Selling, general, and administrative expenses 42,392 5,669 Stock-based compensation, related party 16,510 - Impairment of crypto assets at cost 140,208 - Total operating expenses 201,012 8,425 Operating loss ( 733,917 ) ( 4,763 ) Other income and expense Interest income 447 60 Interest expense - ( 325 ) Other income - 298 Change in fair value of convertible debenture and warrant liabilities - 256 Total other income 447 289 Net loss before income taxes ( 733,470 ) ( 4,474 ) Income tax expense ( 1,046 ) - Net loss from continuing operations ( 734,516 ) ( 4,474 ) Net income (loss) from discontinued operations, net of tax ( 71 ) 14,573 Net income (loss) $ ( 734,587 ) $ 10,099 Numerator for basic and diluted net income (loss) per share: Net loss from continuing operations $ ( 734,516 ) $ ( 4,474 ) Net income (loss) from discontinued operations ( 71 ) 14,573 Net income (loss) ( 734,587 ) 10,099 Denominator for net loss per share: Basic weighted average shares for continuing and discontinued operations 99,719,495 286,939 Diluted weighted average shares for continuing and discontinued operations 99,719,495 337,255 Net earnings (loss) per share: Net income (loss) from continuing operations per share - basic $ ( 7.37 ) $ ( 15.59 ) Net income (loss) from discontinued operations per share – basic - 50.79 Net income (loss) per share - basic $ ( 7.37 ) $ 35.20 Net income (loss) from continuing operations per share - diluted $ ( 7.37 ) $ ( 15.59 ) Net income (loss) from discontinued operations per share – diluted - 43.21 Net income (loss) per share - diluted $ ( 7.37 ) $ 27.62 F- 6 Table of Contents SHARPLINK, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In thousands, except share data) Series A-1 preferred stock Series B preferred stock Common stock Additional Paid-In Treasury stock Accumulated Total shareholders’ Shares Amount Shares Amount Shares Amount Capital Shares Amount deficit equity Balance, December 31, 2023 601 $ - 1,040 $ - 238,645 $ 48 $ 78,438 ( 8 ) $ ( 29 ) $ ( 87,856 ) $ ( 9,399 ) Net loss - - - - - - - - - 10,099 10,099 Domestication equity adjustment - Note 1 - - - - - ( 48 ) 48 - - - - Stock-based compensation expense - - - - - - 161 - - - 161 Shares issued for vested restricted stock - - - - 29,167 - 449 - - - 449 Issuance of common stock for exercise of warrants - - - - 32,434 - 160 - - - 160 Warrant settlement agreement - Note 7 - - - - - - ( 900 ) - - - ( 900 ) Issuance of common stock for exchange of warrants - Note 7 - - - - 13,017 - 210 - - ( 7 ) 203 Warrant exchange agreement - deemed dividend - Note 7 - - - - - - 45 - - ( 45 ) - Warrant exchange agreement, issuance of pre-funded warrants - Note 7 - - - - - - 287 - - - 287 Share sold for cash - - - - 94,032 - 869 - - - 869 Warrant exchange amendment - Note 7 - - - - - - 153 - - - 153 Balance at December 31, 2024 601 $ - 1,040 $ - 407,295 $ - $ 79,920 ( 8 ) $ ( 29 ) $ ( 77,809 ) $ 2,082 Balance 601 $ - 1,040 $ - 407,295 $ - $ 79,920 ( 8 ) $ ( 29 ) $ ( 77,809 ) $ 2,082 Net loss - - - - - - - - - ( 734,587 ) ( 734,587 ) Stock-based compensation expense - - - - - - 30,171 - - - 30,171 Shares issued for vested restricted stock - - - - 151,278 - - - - - - Issuance of common stock from exercise of warrants - - - - 94,842 - - - - - - Issuance of common stock sold in at-the-market offering - - - - 106,076,720 11 2,089,602 - - - 2,089,613 Issuance of common stock for exchange agreement ( 601 ) - ( 1,040 ) - 38,683 - - - - - - Issuance of common stock sold in private placement May 20, 2025 - - - - 34,000 - 3,849 - - - 3,849 Issuance of common stock sold in a private placement May 26, 2025 - - - - 58,704,673 6 404,618 - - - 404,624 Issuance of common stock sold in private placement August 8, 2025 - - - - 10,256,411 1 189,835 - - - 189,836 Issuance of common stock sold in a private placement August 12, 2025 - - - - 18,382,353 2 389,584 - - - 389,585 Issuance of common stock sold in a private placement October 15, 2025 - - - - 4,500,000 - 75,535 - - - 75,535 Stock repurchased (treasury stock) - - - - - - - ( 1,938,450 ) ( 31,692 ) - ( 31,692 ) Balance at December 31, 2025 - $ - - $ - 198,646,255 $ 20 $ 3,263,114 ( 1,938,458 ) $ ( 31,721 ) $ ( 812,396 ) $ 2,419,017 Balance - $ - - $ - 198,646,255 $ 20 $ 3,263,114 ( 1,938,458 ) $ ( 31,721 ) $ ( 812,396 ) $ 2,419,017 See accompanying notes to these consolidated financial statements. F- 7 Table of Contents SHARPLINK, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In thousands) Year Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ( 734,587 ) 10,099 Net income (loss) from discontinued operations, net of tax ( 71 ) 14,573 Net loss from continuing operations $ ( 734,516 ) $ ( 4,474 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 9 12 Amortization of debt discount - 72 Change in fair value - ( 256 ) Deferred tax expense - ( 7 ) Stock-based compensation expense 13,661 149 Stock-based compensation expense, related party 16,510 - Impairment on crypto assets at cost 140,208 - Stock-based bonus accrual 5,040 - Unrealized loss on crypto assets at fair value, net 616,173 - Realized gain from liquid staking ( 54,715 ) - Realized gain on equity contributions in crypto assets ( 498 ) - Rewards from liquid staking ( 1,412 ) - Rewards from native staking ( 25,126 ) - USDC rewards received from vendor ( 190 ) - Changes in assets and liabilities Accounts receivable 161 162 Other receivable - ( 273 ) Prepaid expenses and other current assets ( 19 ) 73 Accounts payable and accrued expenses 7,233 ( 1,314 ) Net cash used in operating activities – continuing operations ( 17,481 ) ( 5,856 ) Net cash used in operating activities - discontinued operations ( 61 ) ( 16,958 ) Net cash used in operating activities ( 17,542 ) ( 22,814 ) CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures for equipment ( 11 ) ( 2 ) Crypto assets purchased ( 2,614,612 ) - USDC stablecoin purchased ( 445,097 ) - USDC stablecoin redemptions 105,581 - Proceeds from sale of intellectual property - 150 Net cash provided by (used in) investing activities – continuing operations ( 2,954,139 ) 148 Net cash used in investing activities - discontinued operations - ( 18,858 ) Net cash used for investing activities ( 2,954,139 ) ( 18,710 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from convertible debenture and purchase warrants - ( 4,149 ) Gross proceeds from sale of common stock 2,147,073 869 Issuance costs paid related to sale of common stock ( 57,187 ) - Gross proceeds from private placements 983,095 - Issuance costs paid related to private placements ( 42,574 ) - Repurchases of common stock (treasury cost) ( 31,692 ) - Proceeds from line of credit - 550 Repayment of line of credit - ( 6,900 ) Principal payments on long-term debt - ( 2,070 ) Proceeds from exercise of warrants - 160 Net cash generated by (used in) financing activities – continuing operations 2,998,715 ( 11,540 ) Net cash used in financing activities - discontinued operations - ( 5,835 ) Net cash generated by (used in) financing activities 2,998,715 ( 17,375 ) Net change in cash 27,034 ( 58,899 ) Cash and restricted cash, beginning of period including discontinued operations 1,542 60,441 Cash and restricted cash, end of period including discontinued operations 28,576 1,542 Less cash from discontinued operations ( 37 ) ( 105 ) Cash, end of period $ 28,539 $ 1,437 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest - 486 Cash paid for taxes $ 449 $ 505 NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES: USDC stablecoin rewards $ ( 190 ) $ - USDC stablecoin used to purchase crypto assets $ 337,876 $ - Equity contributions of crypto assets $ 122,908 $ - Crypto assets received as equity contributions after fair value adjustment $ ( 123,406 ) $ - Deposits of crypto assets (ETH) at fair value for liquid staking activities $ 706,235 $ - Receipt of crypto assets (LsETH) at cost for liquid staking activities $ ( 717,419 ) $ - Receipt of crypto assets (ETH) at fair value for redemption of crypto assets (LsETH) at cost $ ( 121,136 ) $ - Redemption of crypto assets (LsETH) at impaired cost $ 76,560 $ - Placement agent warrants $ 12,864 $ - Premium purchase contract $ 8,586 $ - Settlement agreement, liability issued for warrants $ - $ ( 900 ) Issuance of common stock in exchange of warrants $ - $ 211 Issuance of common stock for vested restricted stock $ 2,290 $ 449 Deemed dividend $ - $ 45 Warrant exchange agreement, issuance of pre-funded warrants $ - $ 287 Warrant exchange amendment, revalue of strike price and removal of repurchase requirement $ - $ 152 See accompanying notes to these consolidated financial statements. F- 8 Table of Contents SHARPLINK, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (dollar amounts in thousands, except for shares, per share data, and crypto asset tokens) Note 1 – Organization Background and Nature of Business Headquartered in Miami, FL as of January 1, 2026, Sharplink, Inc. (the “Company” or “Sharplink”), a Delaware corporation, undertook a significant strategic shift in June 2025 by adopting Ether (“ETH”), the native cryptocurrency of the Ethereum blockchain, as its primary treasury asset. This strategy reflects the Company’s commitment to align the corporate treasury with the future of programmable finance, digital capital markets and decentralized infrastructure. The Company seeks to benefit from ETH accumulation, derived utilizing proceeds from multiple financings, by (i) 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. See Note 3 – Digital Asset Holdings . The Company also operates an online affiliate marketing business that delivers unique fan activation solutions to its sportsbook and online casino gaming partners. The Company’s ETH Treasury Management strategy is now its predominant operational focus. Since the launch of its ETH Treasury Management strategy, the Company has raised capital through private investment in public equity (“PIPE”) transactions, follow-on offerings, and at-the-market (“ATM”) sales. The Company has deployed the majority of the cash proceeds from these transactions to acquire ETH. Additional details regarding these equity offerings are included in Note 6 – Equity . These capital raises, together with $ 1,899,683 of crypto assets at fair value and $ 500,912 of crypto assets at cost, classified as non-current assets, represent readily accessible sources of liquidity. As a result, these actions strengthened the Company’s liquidity position and were a significant factor in management’s conclusion that substantial doubt about the Company’s ability to continue as a going concern, as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, was alleviated as of December 31, 2025. On February 2, 2026, the Company formally changed its corporate name to “Sharplink, Inc.” from “SharpLink Gaming, Inc.” in connection with a corporate rebranding initiative. Reverse Stock Split On May 5, 2025, the Company effected a one-for-twelve (1:12) reverse stock split of all the Company’s Common Stock, whereby the Company decreased the number of issued and outstanding Common Stock from 7,916,206 to 659,684 . Proportional adjustments for the reverse stock split were made to the Company’s outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts have been retrospectively adjusted as of the earliest period presented in the financial statements to reflect the reverse stock split. Domestication On February 13, 2024, SharpLink Gaming Ltd. (“SharpLink Israel” and former parent company) 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 Gaming, Inc. (“SharpLink US”), SharpLink Israel, SharpLink Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of subsidiary of SharpLink US (Domestication Merger Sub) . The Domestication Merger was achieved through a merger of Domestication Merger Sub Ltd. 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. The Common Stock of SharpLink commenced trading on the Nasdaq Capital Market under the same ticker symbol, SBET, on February 14, 2024. As a result of the Domestication Merger, all SharpLink Israel ordinary shares outstanding immediately prior to the Domestication Merger automatically converted, on a one-for-one basis, into the right to receive, and become exchangeable for, shares of SharpLink US Common Stock and all preferred shares, options and warrants of SharpLink Israel outstanding immediately prior to the Domestication Merger converted into or exchanged for equivalent securities of SharpLink US on a one-for-one basis. The following represents the change in the par value based on the outstanding ordinary and preferred shares to common and preferred stock after the Domestication Merger on February 13, 2024: Schedule of Change in Par Value of Outstanding Ordinary and Preferred Shares to Common and Preferred Stock in thousands Ordinary Shares Par value for ordinary shares at $ 0.20 as reported at February 13, 2024 $ 573 Par value for common stock at $ 0.0001 at February 13, 2024 - Par value for common stock - Net change in par value — reflected in additional paid-in capital $ 572 Preferred Shares Par value for Series A-1 preferred stock at $ 0.20 par value as reported at February 13, 2024 $ 1 Par value for Series A-1 preferred stock at $ 0.0001 par value as reported at February 13, 2024 - Net change in par value — will be reflected in additional paid-in capital $ 1 Par value for Series B preferred stock at $ 0.20 par value as reported at February 13, 2024 2 Par value for Series B preferred stock at $ 0.0001 par value at February 13, 2024 - Par value for Series preferred stock - Net change in par value — reflected in additional paid-in capital $ 2 F- 9 Table of Contents Note 2 – Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements have been prepared by Sharplink, Inc., pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company, the foregoing statements contain all adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial position of the Company as of December 31, 2025 and December 31, 2024, as well as its results of operations for the years ended December 31, 2025 and 2024. (b) Reclassifications Certain amounts have been reclassified to conform to the current presentation. The Company revised its presentation of the consolidated statements of operations to align with its current view of operations. Specifically, Total losses from operations has been added to reflect the Company’s ETH Treasury Management results, including realized gains and losses on crypto assets at fair value and unrealized gains and losses on changes in the fair value of crypto assets held. In addition, costs of revenue from affiliate marketing has been reclassified into Operating expenses. These reclassifications have not changed the results of operations of prior periods. (c) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts therein. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from the estimates. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to measurement of crypto assets at fair value, impairment of crypto assets at cost, stock-based compensation, valuation of warrants, income taxes, including the carrying value of deferred tax assets, and litigation and contingencies, including liabilities that the Company deems not probable of assertion. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, and equity that are not readily apparent from other sources. (d) Principles of Consolidation The accompanying consolidated financial statements include the accounts of Sharplink and its wholly owned subsidiaries. All intercompany accounts and transactions between consolidated subsidiaries have been eliminated in consolidation. (e) Functional Currency The Company’s functional and reporting currency is the U.S. dollar. Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. The resulting monetary assets and liabilities are translated into U.S. dollars at exchange rates prevailing on the balance sheet date. Revenue and expense components are translated to U.S. dollars at weighted-average exchange rates in effect during the period. Foreign currency translation adjustments, which arise from the remeasurement of foreign-denominated monetary assets and liabilities, are typically recorded in Other Comprehensive Income (“OCI”) in accordance with U.S. GAAP; however, the Company does not have material operations in a foreign currency which require translation into U.S dollars. Foreign currency transaction gains and losses resulting from remeasurement are recognized in selling, general, and administrative expenses within the consolidated statements of operations. F- 10 Table of Contents (f) Crypto Assets The Company’s crypto assets primarily consist of ETH, the native token of the Ethereum blockchain, and Liquid Staked ETH (“LsETH”), a token received when ETH is staked through a third-party liquid staking protocol. ETH and LsETH are presented separately on the consolidated balance sheet under the captions “Crypto assets at fair value” and “Crypto assets at cost” respectively. The Company has ownership of and control over its crypto assets which are held through custodial arrangements with qualified third-party custodians. These custodians provide secure storage and safeguarding of the Company’s crypto assets, including both ETH and LsETH. Crypto assets at fair value Crypto assets acquired are initially recorded at cost, which represents the cash, cash equivalents, or other financial assets paid to acquire the asset, including transaction fees. Crypto assets received in exchange for goods or services, or in connection with the issuance of shares, are recognized at their fair value on the date received, which becomes their cost basis. Crypto assets are subsequently measured in accordance with ASC 350-60, Intangibles — Goodwill and Other — Accounting for and Disclosure of Crypto Assets , at fair value in the statement of financial position with unrealized gains and losses resulting from changes in fair value recognized in net income. The Company determines and records at each reporting period the fair value of its crypto assets in accordance with ASC 820, Fair Value Measurement , based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for ETH (Level 1 inputs). Changes in the fair value are recognized in net income (loss) within “Unrealized gain (loss) on crypto assets”, while realized gains and losses from the derecognition of crypto assets are included in “Realized gain (loss) on crypto assets, net” in the Company’s consolidated statements of operations. The Company applies a first-in, first-out methodology, by wallet, to assign costs for purposes of determining crypto assets held and realized gains and losses. Purchases and sales of crypto assets are reflected as cash flows from investing activities in the consolidated statements of cash flows. Contributions of crypto assets received in connection with the issuance of shares and deposits of ETH into a liquid staking protocol are presented as non-cash financing activities and as non-cash investing, respectively. Crypto assets at cost Crypto assets at cost are recognized at fair value on the date received, which becomes their cost basis. Crypto assets at cost, such as LsETH, do not fall in the scope of ASC 350-60 for subsequent measurement. LsETH represents a receipt token, which in general and by design, grants the holder an enforceable right to redeem ETH for which it was exchanged. Therefore, it fails the ‘other goods and services criterion’ in ASC 350-60-15-1(b) and is outside the scope of ASC 350-60. Crypto assets at cost are therefore subsequently measured at cost, net of any impairment losses incurred since acquisition, in accordance with ASC 350-30, Intangibles — Goodwill and Other — General Intangibles Other Than Goodwill . The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted (unadjusted) prices in the Company’s principal market, indicate that it is more likely than not that any of the assets are impaired. The quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined as its principal market, are used in the analysis. In determining if an impairment has occurred, the Company considers the lowest price of one LsETH quoted on the Coinbase exchange, at any time since acquiring the specific LsETH held by the Company. If the carrying value of a LsETH exceeds that lowest intraday price, an impairment loss has occurred with respect to that LsETH in the amount equal to the difference between its carrying value and such lowest price. Impairment losses are recognized in the period in which the impairment occurs and are reflected within “Impairment of crypto assets at cost” in the Company’s consolidated statements of operations. The impaired crypto assets are written down to their fair value at the time of impairment and this becomes the new cost basis for those assets. The cost basis of LsETH will not be adjusted upward for any subsequent increase in fair value. F- 11 Table of Contents LsETH received in connection with staking of ETH into a liquid staking protocol are presented as non-cash investing activities. (g) Staking activities In June 2025, the Company began staking its ETH and has included both native staking and liquid staking. Staking is the primary yield generation strategy of the Company for the year ended December 31, 2025. Native Staking The Company participates in native staking exclusively as a delegator through third-party validators. The Company delegates ETH to validators, either directly or through third party asset managers, who operate nodes on the Ethereum network to validate transactions and add blocks to the blockchain. In return for delegating ETH to validators, the Company is entitled to a portion of the protocol-level rewards, comprising both consensus- and execution layer components received by the validators, in the form of ETH tokens, calculated based on the Company’s proportion of the total ETH staked. When the Company stakes ETH natively, the ETH does not remain in the Company’s custodial wallet, but is instead deposited into Ethereum’s staking deposit smart contract, which is required for participation in ETH staking as a delegator. Native staked ETH are not derecognized because their deposit into the smart contract does not give any other entity the right or ability to direct their use (for example, sell, lend, pledge or otherwise use those ETH) and the staked ETH may be withdrawn at any time by the delegator through the use of private withdrawal keys, subject only to protocol-defined withdrawal and exit queue mechanics. The withdrawal credentials in the smart contract are designated to the Company’s custodian, who, as described in Note 2(f) - Crypto Assets , holds the Company’s ETH solely for the Company’s benefit and does not obtain control of the Company’s ETH via their custodial services. Native staked ETH are therefore not derecognized. Rewards from native staking activities are recognized as revenue in accordance with ASC 606, Revenue from Contracts with Customers . The delegation of the Company’s ETH to validators represents an output of the Company’s ordinary activities. In this case the Company’s performance obligation is the provision of our validation rights to the validators, from which we earn variable consideration, in the form of ETH, which is non-cash consideration, measured at the fair value of ETH as of contract inception based on the quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market. Revenue is recognized at the point in time when the Ethereum network confirms that the validation is complete. As a delegator, the Company has concluded it is not the principal to the block validation service provided to the Ethereum Network; it is the validators that control the service. Instead, the Company’s service is one of providing the use of its ETH by the validators to increase their validation opportunities. Consequently, the Company records staking revenue on a net basis, reflecting only the portion of protocol rewards to which it is entitled after validator commissions are paid to the custodians. Fees paid to third-party asset managers of approximately $ 5,629 and custodians of approximately $ 744 are recognized separately as operating expenses. F- 12 Table of Contents Liquid Staking The Company also participates in liquid staking through a liquid staking protocol. One key difference and intended benefit of liquid staking versus native staking is that it allows the Company to earn staking rewards, like native staking, but provides liquidity and the ability to enter into other transactions through the use of receipt token. Instead of directly locking ETH into Ethereum’s staking deposit contract, the Company deposits ETH through its custodian into the liquid staking protocol’s smart contract. The liquid staking protocol then controls the ETH for deposit into the Ethereum’s staking deposit contract and further delegation to its chosen validators. In exchange for staking its ETH, the Company receives LsETH, a freely transferable ERC-20 liquid staking receipt token, which enables participation in decentralized finance (DeFi) and other crypto markets while the underlying ETH remains staked on Ethereum. Upon staking ETH through the liquid staking protocol, the ETH is derecognized because the liquid staking protocol obtains the ability to deploy and direct its use, and the LsETH token received concurrently is then recognized. Any gain or loss on the derecognition of ETH and the recognition of the LsETH is recognized in accordance with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets ( “ ASC 610-20 ” ) based on the difference between the carrying amount of the ETH staked and the fair value of the LsETH received; and included in “Realized gain on crypto assets” in the Company’s consolidated statements of operations. The liquid staking protocol uses a floating conversion rate, or protocol conversion rate, between the receipt token and staked tokens, reflecting the value of accrued network rewards, penalties, and fees associated with the staked ETH. The conversion rate between LsETH and ETH increases over time as staking rewards accrue to the protocol; no new LsETH are received. Staking rewards in the form of ETH are only received upon redemption of LsETH. Since LsETH is accounted for under ASC 350-30 ( see Note 2(f) Crypto Assets ), increases in LsETH fair value while the Company remains staked with the liquid staking protocols, are not recognized. There is no ongoing performance obligation following the staking of ETH through the liquid staking protocol. Additionally, LsETH is a non-rebasing token, meaning its quantity remains fixed over time. Staking rewards are not continuously reflected in token balances but are instead realized separately. Staking rewards are therefore recognized only when the LsETH is redeemed, measured at the fair value of ETH at contract inception, which is when the ETH were staked. Staking rewards on LsETH are included in “Revenues from staking, net” in the Company’s consolidated statements of operations. Gain or loss resulting from the difference between the carrying amount of the LsETH redeemed and the fair value of ETH received at redemption (i.e., excluding staking rewards), is included in “Realized gain on crypto assets” in the Company’s consolidated statements of operations. When the Company initiates a redemption or unstaking of LsETH, the Company derecognizes the LsETH at its carrying amount on the date the redemption request is accepted by the applicable protocol. At that time, the Company recognizes a receivable for the underlying ETH expected to be received upon completion of the protocol’s withdrawal process and additional staking rewards no longer accrue. The ETH receivable is initially measured at the fair value of the ETH expected to be received determined by the protocol’s exchange rate at the time of redemption. In LsETH redemption transactions, the Company is exposed to changes in the market price of ETH between the date the redemption request is initiated and the date ETH is received. The Company evaluates whether such ETH receivables contain embedded derivatives that require bifurcation and separate accounting under applicable accounting guidance, ASC 815, Derivatives and Hedging . Any identified embedded derivative is measured at fair value, with changes in fair value recognized in earnings until settlement of the receivable. During the year ended December 31, 2025, the Company redeemed 32,574 LsETH and recognized the changes in the market price from the date of redemption to the date ETH was received of $ 43,531 in “Realized gain on crypto assets” in the Company’s consolidated statements of operations. (h) USDC stablecoin USD stablecoins (“USDC”) are accounted for as financial assets that can be redeemed on the basis of one USDC for one U.S. dollar on demand from the issuer. While not accounted for as cash or cash equivalents, the Company treats its USDC holdings as a liquidity resource. The USDC received rewards from Coinbase on USDC held with Coinbase, for which approximately $ 190 was recorded during the year ended December 31, 2025, and netted against custodial fees in operating expenses in accordance with ASC 705-20 Accounting for Considerations Received from a Vendor . The Company’s USDC are held with qualified third-party custodians who provide secure storage and safeguarding of the Company’s USDC. The Company’s custodians do not obtain control over the Company’s USDC. (i) Affiliate Marketing Revenue Recognition The Company recognizes revenue in accordance with ASC 606. To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur; (iv) allocate the transaction price to the respective performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. For year ended December 31, 2025, the Company has recognized its revenue at a point in time for certain contracts and over time for other contracts. The timing of revenue recognition may differ from the timing of invoicing to customers, and these timing differences result in contract advanced billings on the Company’s consolidated balance sheet. The Company recognized unbilled revenue when revenue is recognized prior to invoicing. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s services, and not to facilitate financing arrangements. The Company acts as an agent and records revenue net of commissions retained. F- 13 Table of Contents (j) Fair Value Measurements The Company measures certain assets and liabilities at fair value on a recurring or nonrecurring basis. Fair value is defined as the price that is expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a three-level hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques. The three levels of the fair value hierarchy are described below: Level 1: Quoted (unadjusted) prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: Inputs other than quoted prices that are either directly or indirectly observable, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Inputs that are generally unobservable, supported by little or no market activity, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The valuation techniques used by the Company when measuring fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company also estimates the fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and accrued compensation and employee benefits. The Company considers the carrying value of these instruments in the Consolidated Financial Statements to approximate fair value due to their short maturities. (k) Recently Adopted Accounting Pronouncements Effective January 1, 2025, the Company adopted ASU 2023-08, Accounting for and Disclosure of Crypto Assets , which requires certain crypto assets that meet the scope criteria of ASC 350-60 to be measured at fair value, with changes recognized in net income each reporting period. Upon adoption, the Company began presenting in-scope crypto assets separately from other intangible assets on the Consolidated Balance Sheets and recognizing unrealized gains and losses from remeasurement within “Unrealized loss on crypto assets at fair value, net” in the Consolidated Statements of Operations. The Company also provides enhanced disclosures regarding the nature and amount of crypto assets held, including the name of each significant crypto asset, units held, cost basis, fair value, and the fair value of any crypto assets subject to contractual sale restrictions. The adoption of ASU 2023-08 did not result in a cumulative-effect adjustment to opening retained earnings due to the commencement of the Company’s ETH Treasury Strategy in June 2025. Effective January 1, 2025, the Company adopted ASU 2023-09, Improvements to Income Tax Disclosures , which requires expanded disaggregation of income tax information to enhance transparency and comparability. As a result, the Company now presents a more detailed reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate, including separate disclosure of state and local income taxes, foreign tax effects, tax credits, valuation allowance changes, nondeductible items, and changes in unrecognized tax benefits. The Company also discloses income taxes paid (net of refunds) disaggregated by federal, state, and significant foreign jurisdictions, including any individual jurisdiction that represents 5% or more of total income taxes paid. In addition, the Company now presents pretax income (loss) and income tax expense (benefit) disaggregated between domestic and foreign operations, with separate disclosure for any significant individual foreign jurisdictions. The Company adopted ASU 2023-09 on a prospective basis; therefore the December 31, 2024 income tax disclosure was not retrospectively adjusted for ASU 2023-09. (l) Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-04, Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”). ASU 2024-04 is intended to clarify requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued Accounting Standards Update No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for the Company for annual reporting periods beginning in fiscal 2027 and for interim reporting periods beginning in fiscal 2028 on a prospective basis. Both early adoption and retrospective application are permitted. The Company currently does not have any debt and therefore there is no impact of these standards on its disclosures. F- 14 Table of Contents Note 3 – Crypto Asset Holdings Crypto Assets at fair value The following table sets forth the tokens held, cost basis and fair value of crypto assets held, as shown on the consolidated balance sheet as of December 31, 2025: Schedule of Crypto Assets At Fair Value in thousands, except number of ETH Tokens Cost basis Fair value ETH 640,026 $ 2,515,856 $ 1,899,683 Fair value represents the quoted (unadjusted) prices on the Coinbase exchange as of midnight UTC on the measurement date. As of December 31, 2024, the Company did not hold any crypto assets. The following table represents a reconciliation of crypto assets held at fair value, for ETH specific activity: Schedule of Reconciliation of Crypto Assets For the year Ended December 31, 2025 Fair Value, December 31, 2024 $ - Additions from crypto assets received from investors and purchases made with cash and stablecoin 3,075,829 Deposits of ETH into liquid staking activities ( 706,235 ) Receipt of ETH upon redemption in liquid staking activities 120,091 Receipt and accrual of ETH rewards from liquid staking activities 1,045 Receipt and accrual of ETH rewards from native staking activities 25,126 Unrealized loss ( 616,173 ) Receipt of LsETH upon deposits of ETH into liquid staking activities Redemptions of LsETH from liquid staking activities at cost less impairment Receipt of LsETH for rebate rewards Impairment Fair Value, December 31, 2025 $ 1,899,683 Crypto Assets at cost The following table sets forth the tokens, cost basis, impairment amount, and carrying amount of crypto assets held at cost, for LsETH specific activity, as shown on the consolidated balance sheet as of December 31, 2025: Schedule of Crypto Assets Crypto Assets at Cost in thousands, except number of LsETH Tokens Cost basis Impairment Carrying amount LsETH 204,409 $ 641,121 $ ( 140,208 ) $ 500,912 The following table represents a reconciliation of crypto assets held at cost, for LsETH specific activity: Schedule of Reconciliation of Crypto Assets Cost Basis, December 31, 2024 $ - Beginning balance $ - Receipt of LsETH upon deposits of ETH into liquid staking activities 717,419 Redemptions of LsETH from liquid staking activities at cost less impairment ( 76,560 ) Receipt of LsETH for rebate rewards 261 Impairment ( 140,208 ) Fair Value, December 31, 2025 $ 500,912 Ending balance $ 500,912 For the year ended December 31, 2025, the Company recorded an impairment loss of $ 140,208 related to its holdings of LsETH in accordance with ASC 350-30, Intangibles — Goodwill and Other — General Intangibles Other Than Goodwill, see Note 2(f) Crypto Assets. The impairment was recorded in “Impairment of crypto assets at cost” in the consolidated statements of operations. During the year ended December 31,2025, the Company redeemed 32,574 LsETH and recognized a net gain of $ 43,531 which is reflected in “Realized gain on crypto assets, net” in the Company’s consolidated statements of operations. The Company also recognized $ 18,445 of cumulative realized gains and $ ( 7,261 ) of cumulative losses from liquid staking activities, included in “Realized gain from crypto assets, net”, in the Company’s consolidated statements of operations. The Company recognized $ 1,412 of staking rewards and rebate rewards from the redeemed LsETH, $ 25,126 in native staking rewards, net of native staking fees of $944, for a total of $ 25,594 for the year ended December 31, 2025, included in “Revenues from staking, net” in the Company’s consolidated statements of operations. As of December 31, 2025, we have $ 106 of receivables from staking rewards recorded in “Accounts receivable” in the Company’s consolidated balance sheet. See Note 4 - Revenue Recognition . F- 15 Table of Contents Note 4 – Revenue Recognition The Company is currently engaged in ETH Treasury Management activities and the provision of Affiliate Marketing services. ETH Treasury Management The following table provides additional breakdown of the Company’s revenue from staking activities: Schedule of Revenue Recognition December 31, 2025 Revenue from contracts with customers Native staking rewards $ 25,126 Native staking fees ( 944 ) Revenue from contracts with customers $ 24,182 Revenue from contracts with non-customers Liquid staking rewards 1,412 Total revenue from staking, net $ 25,594 The Company participates in staking activities on the Ethereum blockchain and earns rewards for securing and validating transactions. For the year ended December 31, 2025, the Company earned total staking rewards of approximately $ 25,594 , of which $ 1,412 relates to liquid staking rewards received via redemption of LsETH receipt tokens from staking ETH through third-party validators and decentralized protocols and $ 24,182 of rewards received from native staking, net of cash paid for staking fees. Management has evaluated the nature of rewards received from liquid staking activities in accordance with the guidance in ASC 610-20 Gains and Losses from the Derecognition of Nonfinancial Assets and 606-10-50-4 Revenue from Contracts with Customers. Staking is an ongoing central activity of the Company, and accordingly, on redemption of liquid staking tokens, incremental ETH attributable to liquid staking rewards is recognized as revenue. Management applies the noncash consideration guidance in ASC 606-10-32-21 and measures the revenue at the fair value of ETH at contract inception. While included within the same line item, management has disclosed separately the amount of revenue attributable to liquid staking versus native staking, and evaluated the associated risks and timing of reward recognition. The Company continues to assess evolving industry practice and regulatory interpretations in this area. The following is a summary of crypto assets staked as of December 31, 2025: Schedule of Crypto Assets Unstaked ETH 55,582 Native staked ETH 584,443 Total LsETH 204,409 Total crypto assets 844,434 The following is a summary of total rewards earned from staking activities for the year ended December 31, 2025: Schedule of Rewards Earned Native staked ETH 6,688 Redeemed liquid staked ETH 297 Total staking rewards 6,985 Affiliate Marketing The Company recognizes revenue when it transfers its goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. For the year ended December 31, 2025, the Company has recognized its revenue at a point in time. The timing of revenue recognition may differ from the timing of invoicing to customers, and these timing differences result in contract advanced billings on the Company’s consolidated balance sheet. The Company recognized unbilled revenue when revenue is recognized prior to invoicing. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s services, and not to facilitate financing arrangements. The Company’s assets and liabilities related to its contracts with major customers as of December 31, 2024 are presented in the table below. The Company did not have any major customers during the year ended December 31, 2025. Schedule of Contract Assets and Liabilities December 31, 2024 Accounts receivable $ 265 F- 16 Table of Contents Note 5 – Additional Balance Sheet Information Equipment, net Equipment consists of computers, furniture and fixtures and is presented net of accumulated depreciation from continuing operations for a net book value of $ 10 and $ 3 as of December 31, 2025 and December 31, 2024, respectively. Depreciation expense from continuing operations for the years ended December 31, 2025 and 2024, was $ 4 and $ 7 , respectively. Intangible assets, net Amortization expense from continuing operations on intangible assets for the year ended December 31, 2025 and 2024, was $ 4 and $ 5 , respectively. Intangible assets, net of accumulated amortization as of December 31, 2025 and December 31, 2024 consisted of the following: Schedule of Intangible Assets Weighted Average Amortization Period (Years) Cost, Net of Impairment Accumulated Amortization Net Balance, December 31, 2025 Acquired technology 5 $ 25 $ 16 $ 8 Balance, December 31, 2024 Acquired technology 5 $ 25 $ 12 $ 13 Accounts payable and accrued expenses On December 15, 2025, the Company effected the separation of its former Co-Chief Executive Officer and entered into a severance agreement providing for cash payments to be made in installments beginning January 7, 2026 through December 15, 2026 and the acceleration of unvested RSU’s (See Note 8 - Stock Compensation ). As of December 31, 2025, the Company recorded an accrued severance liability of $ 2.1 , which is included in accrued liabilities on the consolidated balance sheet . Also included in accrued liabilities are cash bonuses of $ 3,183 and $ 5,040 of bonuses to be settled in Common Stock. The bonuses were paid on February 5, 2026. Note 6 – Equity Undesignated Preferred Stock The Company has 15,000,000 shares of undesignated preferred stock authorized, par value of $ 0.0001 , as a result of the February 13, 2024, Domestication Merger (See Note 1 - Organization ). There is no undesignated preferred stock issued or outstanding as of December 31, 2025. Exchange of Series A-1 Preferred Stock and Series B Preferred Stock for Common Stock and Prefunded Warrants On April 2, 2025, the Company entered into an exchange agreement (“Exchange Agreement”) with Alpha Capital Anstalt (“Alpha”), whereby, pursuant to the terms and conditions set forth in the Exchange Agreement and in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), 600 shares of the Company’s Series A-1 Preferred Stock and 1,040 shares of the Company’s Series B Preferred Stock (collectively, the “Existing Securities”) held by Alpha were exchanged for 38,683 shares of Sharplink’s Common Stock and 44,650 prefunded warrants to purchase shares of the Company’s Common Stock (“Alpha Prefunded Warrants”) at an exercise price of $ 0.012 . With the exchange of Alpha’s Existing Securities for Common Stock and Alpha Prefunded Warrants, the Company no longer has any Series A-1 Preferred Stock or Series B Preferred Stock issued and outstanding. At-The-Market ( “ ATM ” ) Offerings On May 2, 2024, Company entered into an ATM Sales Agreement (the “May 2024 ATM Sales Agreement”) with A.G.P. pursuant to which the Company may offer and sell, from time to time, through A.G.P., as sales agent and/or principal, shares of the Company’s Common Stock, having an aggregate offering price of up to $ 1,700 , subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the May 2024 ATM Sales Agreement (the “2024 ATM Offering”). On February 4, 2025, the Company, under the terms of the 2024 ATM Sales Agreement, filed a prospectus supplement that amended the number shares of Common Stock having an aggregate offering price of up to $ 1,800 . F- 17 Table of Contents On May 30, 2025, the Company entered into a second ATM Sales Agreement (the “May 2025 ATM Sales Agreement”) with A.G.P. relating to the sale of shares of the Company’s Common Stock from time to time, having an aggregate offering price of up to $ 1,000,000 (the “May 2025 ATM Offering”). On July 17, 2025, the Company entered into an amendment to the May 2025 ATM Sales Agreement (the “Amendment”) with A.G.P to increase the number of shares that may be sold from time to time in connection with the ATM facility from $ 1,000,000 to $ 6,000,000 ; and to permit the forward sale of shares to be sold in the ATM offering to master forward confirmation letter agreements. On July 17, 2025, the Company filed a supplement to the prospectus supplement with the SEC to address the Amendment and the forward sales agreements. On July 17, 2025, the Company entered into a forward sales agreement to permit the forward sale of shares of the Company’s Common Stock to A.G.P. The forward sales agreement was outstanding for one week and was settled with the purchase of 6,800,000 shares for $ 201,100,000 . The Company accounted for the forward sales agreement as an equity instrument as the agreement required for physical settlement in shares of the Company’s Common Stock and did not require or permit net cash settlement. Accordingly, the contract was recorded in equity, and no gains or losses were recognized in earnings during the period. Upon settlement of the forward sales agreement, the proceeds were recorded as an increase to Common Stock and additional paid in capital as part of the ATM offerings. On August 19, 2025, the Company entered into an Amended and Restated Sales Agreement (“Amended and Restated Sales Agreement”) (which amended and restated the May 2025 ATM Sales Agreement) to add additional sales agents to the ATM offering and to make certain conforming changes. As of December 31, 2025, the Company has raised total gross proceeds of $ 2,147,073 from sales of shares under the Amended and Restated May 2025 ATM Sales Agreement. The proceeds were used to further the Company’s ETH Treasury Management strategy as well as provide for working capital. Equity Offerings $4.5 Million Offering On May 20, 2025, the Company entered into a securities purchase agreement (the “May 20, 2025 Purchase Agreement”) for an offering of 34,000 shares of Common Stock, and pre-funded warrants to purchase up to 1,496,612 shares of Common Stock. The shares were offered at an offering price of $ 2.94 per share. The gross proceeds from the May 20, 2025 Purchase Agreement, before deducting the placement agent fees and offering expenses, were approximately $ 4,500 . See Note 7 – Warrants . The issuance of shares and pre-funded warrants were recorded at the offering price within equity in accordance with ASC 505, Equity . Any amounts in excess of the par value of the shares were recorded in additional paid-in capital. $425 Million Offering On May 26, 2025, the Company entered into a securities purchase agreement for a private placement in public equity (“PIPE”), offering (the “May 2025 PIPE Offering”) an aggregate of (i) 58,699,760 shares of Common Stock of the Company, at an offering price of $ 6.15 per share, and (ii) pre-funded warrants to purchase up to an aggregate of 10,400,553 shares of Common Stock at an offering price of $ 6.1499 per pre-funded warrant. Each of the pre-funded warrants is exercisable for one share of Common Stock at the exercise price of $ 0.0001 per pre-funded warrant share, immediately exercisable, and may be exercised at any time until all of the pre-funded warrants issued in the May 2025 PIPE Offering are exercised in full. The gross proceeds from the May 2025 PIPE Offering, before deduction the placement agents fees and offering expenses, were approximately $ 425,000 funded in a combination of cash and Ether. On June 2, 2025, the Company launched its treasury reserve strategy with the commencement of its purchasing of ETH, serving as the Company’s primary treasury reserve asset. Consensys Software Inc. acted as the lead investor in the May 2025 PIPE Offering, along with prominent crypto venture capital firms and infrastructure providers, with an intent to assist the Company in earning distinction as one of the largest ETH-focused treasury strategies in the public markets. The Company also implemented native and liquid staking activities in the second quarter of 2025 to earn staking rewards from the Company’s digital assets held. See Note 3 – Digital Asset Holdings, Note 7 – Warrants and Note 12 - Related Parties . F- 18 Table of Contents $200 Million Offering On August 6, 2025, the Company entered into a securities purchase agreement (the “August 2025 Purchase Agreement”) with certain institutional investors to sell in a registered direct offering (the “August 2025 Offering”) an aggregate of 10,256,411 shares of the Company’s Common Stock. The price per share was $ 19.50 , and the gross proceeds from the August 2025 Offering, before deducting the placement agent fees, financial advisor fees, and offering expenses, were approximately $ 200,000 . In addition, on August 6, 2025, the Company entered into a placement agency agreement (the “August 2025 Placement Agency Agreement”) with A.G.P. A.G.P., as lead placement agent and SG Americas Securities, LLC, as co-placement agent (“SocGen,” and together with AGP, the “August 2025 Placement Agents”), pursuant to which the Company engaged the August 2025 Placement Agents as the exclusive placement agents in connection with the August 2025 Offering. Cantor Fitzgerald & Co. (“Cantor”) acted as financial advisor to the Company pursuant to an engagement letter with the Company. Pursuant to the August 2025 Placement Agency Agreement, the Company paid the August 2025 Placement Agents a cash fee equal to their pro rata allocation of 5.0% of the aggregate gross proceeds raised from the sale of the shares sold in the August 2025 Offering. The August 2025 Offering closed on August 8, 2025. $400 Million Offering On August 10, 2025, the Company entered into a securities purchase agreement (the “Second August 2025 Purchase Agreement”) with certain institutional investors to sell in a registered direct offering (the “Second 2025 August Offering”) an aggregate of 18,382,353 shares of the Company’s Common Stock. The price per share was $ 21.76 , and the gross proceeds from the Second August 2025 Offering, before deducting the placement agent fees, financial advisor fees, and offering expenses, were approximately $ 400 ,000. In addition, on August 10, 2025, the Company entered into a placement agency agreement (the “Second August 2025 Placement Agency Agreement”) with A.G.P. as the sole placement agent, in connection with the Second August 2025 Offering. Pursuant to the Second August 2025 Placement Agency Agreement, the Company paid A.G.P. a cash fee equal 2.5% of the aggregate gross proceeds raised from the sale of the shares sold in the Second 2025 August Offering. The Second August 2025 Offering closed on August 12, 2025. $76.5 Million Offering On October 15, 2025, the Company entered into a securities purchase agreement (the “October 2025 Purchase Agreement”) with an institutional investor to sell in a registered direct offering (the “October 2025 Offering”) an aggregate of 4,500,000 shares of the Company’s Common Stock (the “October 2025 Shares”). The price per October 2025 Shares was $ 17.00 , and the gross proceeds from the October 2025 Offering, before deducting the placement agent fees and offering expenses, were approximately $ 76,500 . The Company used the net proceeds received from the October 2025 Offering to acquire ETH as well as for general working capital purposes. Under the October 2025 Purchase Agreement, the Company also granted the investor 90-day premium purchase contracts, which expired on January 15, 2026, to purchase up to an additional 4,500,000 shares of Common Stock at an exercise price of $ 17.50 (the “Premium Purchase Contract” and the shares of Common Stock issuable upon exercise of the Premium Purchase Contracts, the “Premium Purchase Shares”). The Premium Purchase Contract was classified as an equity instrument, valued at $ 8,586 and recorded in additional paid in capital. The remaining $ 67,914 of the $ 76,500 proceeds were allocated to Common Stock and also recorded in additional paid in capital, see Note 7 - Warrants . The premium purchase contracts were not executed prior to the January 15, 2026 expirations date. Share Repurchase Program On August 21, 2025, the Board approved a share repurchase program (the “2025 Repurchase Program”) providing for the repurchase of up to $ 1,500,000 of the Company’s outstanding shares of Common Stock. Under the 2025 Repurchase Program, the Company is authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions, or otherwise in accordance with applicable federal securities laws. The 2025 Repurchase Program does not obligate the Company to repurchase shares of Common Stock, and the specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance metrics, market conditions, securities law limitations and other factors. In connection with the 2025 Repurchase Program, on August 21, 2025, the Company entered into an open market share repurchase agreement (the “Repurchase Agreement”) with a broker whereby the broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase shares of Common Stock in the open market. The Repurchase Agreement will continue in effect until terminated by either the Company or the broker, with or without cause, upon written notice to the other party. We will pay the broker a commission at a rate of $ 0.01 for each share of Common Stock repurchased pursuant to the Repurchase Agreement. F- 19 Table of Contents During the year ended December 31, 2025, the Company repurchased 1,938,450 shares of its Common Stock for $ 31,600 . All repurchased shares are recorded as treasury stock. Tokenization of Stock On September 24, 2025, the Company entered into a digital transfer agent agreement with Superstate Services LLC with the intent to tokenize the Company’s Common Stock, par value $ 0.0001 per share (the “Common Stock”) on the Ethereum blockchain. As of the December 31, 2025, the Company has not tokenized any of its Common Stock. Common Stock On July 24, 2025, the Company held a special meeting of the stockholders and received approval for two proposals: (i) adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of Common Stock of the Company from 100,000,000 to 500,000,000 ; and (ii) to adopt the Company’s Amended and Restated 2023 Equity Incentive Plan to increase the number of shares of Common Stock reserved for issuance thereunder by 8,000,000 to 8,034,166 shares. On September 25, 2025, the Company held a special meeting of stockholders and received approval for an amendment to the Company’s Certificate of Incorporation to increase the number authorized and outstanding Common Stock from 500,000,000 to 2,500,000,000 . The amendment was effective on September 25, 2025. The increase in authorized shares provides additional flexibility to support the Inducement Award Plan, among other initiatives. Note 7 – Warrants Following is a summary of the Company’s warrant activity for the year ended December 31, 2025: Schedule of Warrant Activity Number of Common Stock Underlying the Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Life (Years) Outstanding as of December 31, 2024 50,569 $ 1.08 7.71 Exercised ( 94,842 ) - - Issued 22,660,722 5.46 3.56 Expired - - - Outstanding as of December 31, 2025 22,616,449 $ 5.48 3.54 The Company recognized $ 16,379 of stock-based compensation expense for 3,455,019 warrants to purchase the Company’s Common Stock (“Strategic Advisor Warrants”) issued to Consensys Software Inc. (“Consensys”) in conjunction with the Strategic Advisory Agreement (also see Note 12 – Related Parties) . The Strategic Advisor Warrants have various exercise prices as follows: (i) 1,382,007 shares of Common Stock at an exercise price of $6.15 per share of Common Stock; (ii) 691,004 shares of common stock at an exercise price of $6.765 per share of Common Stock; (iii) 691,004 shares of Common Stock at an exercise price of $7.38 per share of Common Stock; and (iv) 691,004 shares of Common Stock at an exercise price of $7.995 per share of Common Stock . F- 20 Table of Contents The Company recognized $ 12,864 of stock-based compensation expense recognized as contra-equity for the 2,764,013 placement agent warrants to purchase shares of Common Stock issued to the Agent in conjunction with the May 2025 PIPE Offering (as defined below). The warrants have an exercise price of $ 7.68 per share of Common Stock. The strategic advisor and placement agent warrants are accounted for under ASC 718, Compensation—Stock Compensation. Both the Strategic Advisor Warrants and the placement agent warrants are fully vested, nonforfeitable and not subject to any clawback provisions on the grant date. Accordingly, the grant date fair value of the Strategic Advisor Warrants is recognized in full as compensation in the income statement upfront. The grant date fair value of the placement agent warrants is recorded as contra-equity as the warrants represent non-cash consideration for costs of placement agent services, which are directly attributable costs to raise capital in the May 2025 PIPE Offering. The fair value of each warrant grant is estimated on the date of grant using the Black Scholes option pricing model using assumptions in the table below. Pre-funded warrants Prefunded warrants are equity instruments that provide the holder with the right to purchase common shares at a nominal exercise price, with substantially all the purchase price paid upfront at issuance. Because the exercise price is insignificant and all substantive considerations has been received, prefunded warrants are economically equivalent to outstanding common stock. Accordingly, for earnings-per-share purposes, the shares underlying prefunded warrants are included in the weighted-average common shares outstanding for basic EPS. The Company issued 1,496,612 pre-funded warrants to purchase shares of Common Stock to Consensys in conjunction with the $ 4,500 Offering. The warrants have an exercise price of $ 0.0001 per share of Common Stock. The Company issued 3,966,340 pre-funded warrants to purchase shares of Common Stock to Consensys in conjunction with the May 2025 PIPE Offering. The warrants have an exercise price of $ 0.0001 per share of Common Stock. The Company issued 6,434,213 pre-funded warrants to purchase shares of Common Stock to the Chairman of the Board in conjunction with the May 2025 PIPE Offering. The warrants have an exercise price of $ 0.0001 per share of Common Stock. The Company issued 44,650 pre-funded warrants to purchase shares of Common Stock to Alpha in conjunction with the April 2, 2025 Exchange Agreement. The warrants have an exercise price of $ 0.012 per share of Common Stock and were exercised in full as of June 30, 2025. The pre-funded warrants met the criteria for classification within stockholders’ equity as permanent equity, with no subsequent remeasurement required. The fair value of each warrant is estimated on the date of grant using a Black Scholes option-pricing model. The Company uses historical option exercise and termination data to estimate the term the options are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is calculated using historical dividend amounts and the stock price at the option issue date. The expected volatility is determined using the volatility of peer companies. Premium Purchase Contract The Company issued a Premium Purchase Contract (“PPC”) to an institutional investor for the right to purchase up to 4,500,000 shares of Common Stock in conjunction with the October 2025 Offering. The PPC is economically equivalent to a warrant and has an exercise price of $ 17.50 per share of Common Stock. The PPC expired on January 15, 2026 and was not exercised. As of December 31, 2025, the PPC was classified as an equity instrument, valued at $ 8,586 , and recorded in additional paid in capital. The fair value of the PPC was determined using the Black Scholes option-pricing model that considered the Company’s stock price on the issuance date, contractual exercise price, expected volatility, risk-free interest rate, and contractual term. As noted in Note 6 - Equit y, the Company issued common stock and PPC, and therefore allocated the gross proceeds between the Common Stock and the PPC on a relative fair value basis using the assumptions in the below table. The fair value of each warrant grant and PPC is estimated on the date of grant using the Black Scholes option pricing model with the following assumptions: Schedule of Fair Values of warrant Granted Using Black-scholes Valuation Model Assumptions December 31, 2025 Expected volatility 99.9 % - 105 % Expected dividends 0 % Expected term (years) 0.24 - 5.01 Risk-free rate 3.97 % - 4.08 % Strike price $ 6.15 - $ 17.50 Fair value per share of underlying Common Stock on grant date $ 6.15 - 14.34 Letter Agreements Between July 8, 2025 and July 10, 2025, the Company entered into letter agreements (“Letter Agreements”) with the holders of the Company’s Common Stock, pre-funded warrants, Strategic Advisor Warrants and placement agent warrants, which were issued in connection with the Company’s private placement pursuant to the two securities purchase agreements, dated May 20, 2025 and May 26, 2025. Pursuant to the Letter Agreements, the Company may reserve for issuance under the ATM sales agreement between the Company and A.G.P./Alliance Global Partners (“A.G.P.”) any of the authorized shares of Common Stock that would otherwise be reserved for issuance under the Strategic Advisor Warrants (as defined in Note 12 – Related Parties) , placement agent warrants, private placement pre-funded warrants and pre-funded warrants, with the understanding that (i) the Company may issue such shares pursuant to the ATM facility at any time after the execution of the Letter Agreements and before the date on which the Company receives the requisite stockholder approval (the “Stockholder Approval”) to increase the Company’s authorized shares, and (ii) following the receipt of the Stockholder Approval with respect to the authorized share increase, the Company shall reserve the shares underlying the various warrants. Following receipt of Stockholder Approval on July 24, 2025 at the Special Meeting of Stockholders, the authorized share capital was increased and the Letter Agreements were terminated. The termination of these Letter Agreements had no impact on the Company’s accounting or financial statement presentation, as no new rights or obligations were created or extinguished upon termination. F- 21 Table of Contents The following is a summary of the Company’s warrant activity for the year ended December 31, 2024: Number of Common Stock Underlying the Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Life (Years) Outstanding as of December 31, 2023 96,502 $ 41.16 3.58 Previously issued regular warrants ( 60,316 ) 49.20 - Revalued regular warrants 60,316 - 7.69 Exercised ( 45,447 ) 8.16 - Expired ( 486 ) 317.04 Outstanding as of December 31, 2024 50,569 $ 1.08 7.71 Note 8 – Stock Compensation Inducement Award Plan On August 19, 2025, the Board of Directors (the “Board”) of the Company adopted the Sharplink, Inc. Inducement Award Plan (the “Inducement Award Plan”). The Board reserved 3,000,000 shares of the Company’s Common Stock for issuance under the Inducement Award Plan, including restricted stock units (time-based and performance-based), subject to adjustment as provided in the plan document. The terms of the Inducement Award Plan are substantially similar to the terms of the Company’s Amended and Restated 2023 Equity Incentive Plan, with the exception that incentive stock options may not be issued under the Inducement Award Plan, and equity awards under the Inducement Award Plan (including nonqualified stock options, restricted stock, restricted stock units, and other stock-based awards) may be issued only to an employee who is commencing employment with the Company or any subsidiary or who is being rehired following a bona fide interruption of employment by the Company or any subsidiary, in either case if he or she is granted such award in connection with his or her commencement of employment and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. In August 2025, the Company granted 443,385 restricted stock units to the newly appointed CEO with 147,795 performance based awards and 295,590 service based awards, under the Inducement Award Plan (see Restricted Stock Units - Performance Based below ). Stock Options Option awards are generally granted with an exercise price equal to the market price of the Company’s Common Stock at the date of grant; those options generally vest based over three years of continuous service and have ten-year contractual terms. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the plans. For the year ended December 31 2025, the Company managed the following equity plans: Sharplink Gaming Ltd. 2021 Equity Incentive Plan, Sharplink Gaming, Inc. 2023 Equity Incentive Plan and Inducement Award Plan. The Company granted no stock options for the year ended December 31, 2025 and 2024, respectively. The Company recognized stock compensation expense for stock options of $ 105 and $ 161 for the years ended December 31, 2025 and 2024, respectively, of which $ 0 and $ 12 of expense are recorded in discontinued operations. F- 22 Table of Contents The summary of activity under the plans as of December 31, 2025, and change during the year ended December 31, 2025, is as follows: Schedule of Stock Option Activity Options Shares of Common Stock Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of December 31, 2024 9,022 $ 91.08 7.6 $ - Granted - - Exercised - - Forfeited ( 116 ) 52.80 Expired - - Outstanding as of December 31, 2025 8,906 $ 91.56 2.5 $ - Exercisable as of December 31, 2025 8,863 $ 91.76 2.5 $ - Unamortized stock compensation expense of $ 1 will be recognized through 2026 for 43 unvested options which have a weighted average recognition period of seven years . The summary of activity under the plans as of December 31, 2024, and change during the year ended December 31, 2024, is as follows: Options Shares of Common Stock Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of December 31, 2023 34,568 $ 105.48 7.7 $ 3,750 Granted - Exercised ( 208 ) 7.44 Forfeited ( 8,721 ) $ 68.28 Expired ( 16,618 ) $ 132.72 Outstanding as of December 31, 2024 9,022 $ 91.08 7.6 $ - Exercisable as of December 31, 2024 6,631 $ 96.60 7.6 $ - Restricted Stock Units - Service Based The Company’s Compensation Committee recommended to the Board and the Board approved the granting of certain restricted stock units (“RSUs”) to employees and the Board that vest over the passage of time. The Company recognized stock compensation expense for service based RSU awards of $ 5,636 and $ 449 for the year ended December 31, 2025 and 2024, respectively. F- 23 Table of Contents The following is a summary of service based RSU activity for the year ended December 31, 2025: Schedule of Restricted Stock Units Weighted Average Weighted Remaining Aggregate Number of Average Grant Contractual Intrinsic RSU Shares Date Fair Value Term Value Outstanding as of December 31, 2024 12,501 $ 7.80 - $ - Granted 1,791,002 19.12 - - Forfeited ( 58,020 ) - - - Vested ( 151,278 ) 18.22 - 1,440,990 Outstanding and unvested as of December 31, 2025 1,594,205 $ 14.26 3.48 $ - The total unrecognized compensation cost related to unvested service based RSUs as of December 31, 2025 was $ 19,824 . The grant date fair value of the vested and issued restricted stock was $ 2,290 . The following is a summary of RSU activity for the year ended December 31, 2024: Weighted Average Weighted Remaining Aggregate Number of Average Grant Contractual Intrinsic RSU Shares Date Fair Value Term Value Outstanding as of December 31, 2023 - $ - - $ - Granted 41,667 8.64 - - Forfeited - - - - Vested ( 29,166 ) 9.00 - - Outstanding and unvested as of December 31, 2024 12,501 $ 7.80 13.13 $ - Restricted Stock Units - Performance Based The Company’s Compensation Committee recommended to the Board of Directors and the Board approved the design of performance based restricted stock units (“Performance RSU”) for certain executive officers. The awards are intended to vest based on the achievement of specified financial and operational performance metrics over a three-year performance period, subject to continued service through the end of the performance period. The Company recognizes the stock-based compensation expense in connection with the Performance RSUs when they are granted or at the service inception date if the service inception date precedes the grant date. As of December 31, 2025, a grant date had not yet been established for 89,029 Performance RSUs granted during 2025 because certain performance conditions and award parameters remained subject to the sole discretion and final determination by the Compensation Committee. The Company remeasures the fair value of the award at each reporting date, as the service date preceded the grant date. In the period in which the grant date occurs, cumulative compensation cost will be adjusted to reflect the cumulative effect of measuring compensation cost based on the fair value at the grant date rather than the fair value previously used at the service inception date or subsequent reporting dates. For the year ended December 31, 2025, the Company recognized $ 128 in stock compensation expense. Unamortized stock compensation expense of $ 684 will be recognized through 2028 for 89,029 unvested RSU’s subject to fair value remeasurement to the grant date. There were no Performance RSUs issued during 2024. Accelerated Restricted Stock Units In connection with the separation of the Company’s former Co-Chief Executive Officer on December 15, 2025 ( see Note 5 - Additional Balance Sheet Information ), 394,247 equity awards vested pursuant to the terms of the applicable employment and award agreements. As a result, the Company recognized stock-based compensation expense of $ 7,922 related to the accelerated vesting of these awards during the year ended December 31, 2025. The shares were issued in January 2026, utilizing a net share method, for 171,216 common shares issued for vested restricted stock. These shares were considered issued and outstanding as of December 31, 2025. F- 24 Table of Contents Related Party Stock-Based Compensation As stated in Note 7 - Warrants , the Company recognized $ 16,379 in stock-based compensation for the Strategic Advisor Warrants and an additional $ 131 in stock-based compensation for the Secondment Agreements as stated in Note 12 - Related Party . Note 9 – Income Taxes Effective January 1, 2025, the Company adopted ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures . The amendments in ASU 2023-09 enhance the transparency and decision usefulness of income tax disclosures by requiring, among other things, (i) expanded rate reconciliation disclosures with specified categories presented both in dollar amounts and as a percentage of pretax loss, and (ii) disaggregation of income taxes paid (net of refunds) by federal, state and foreign jurisdictions, including separate disclosure of material jurisdictions. The disclosures for the year ended December 31, 2024 were prepared in accordance with the income tax disclosure requirements of ASC 740-50 prior to the adoption of ASU 2023-09, and are presented in the format previously required. Accordingly, the 2024 rate reconciliation and related disclosures reflect the previously required categories and disclosure objectives under the prior guidance and are not required to be reformatted under the new standard. Deferred tax assets and liabilities as of December 31, 2025 and 2024 consisted of the following: Schedule of Deferred Tax Assets and Liabilities December 31, 2025 December 31, 2024 Deferred tax assets Net operating losses $ 3,041 $ 4,942 Research and development tax credit 27 27 Nonqualified stock options 1,357 112 Equipment - 1 Goodwill 497 585 Section 174 Capitalization - 158 Intangible assets 788 982 Crypto assets at fair value 133,375 - Crypto assets at cost 21,297 - Accrued expenses and other 459 28 Gross deferred tax assets $ 160,841 $ 6,835 Valuation Allowance ( 160,841 ) ( 6,835 ) Net deferred tax assets $ - $ - As of December 31, 2025 and 2024, the Company maintained a valuation allowance against certain deferred tax assets to reduce the total to an amount management believes is more likely than not to be realized. Realization of deferred tax assets is dependent upon sufficient future taxable income during the periods when deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As of December 31, 2025 and 2024, the Company had a federal net operating loss carryforward of $ 12,886 and $ 21,832 , respectively, which will be available to offset future taxable income indefinitely. The Company has net operating loss carryforwards in various states. The net tax effected value of those state net operating loss carryforwards as of December 31, 2025 and 2024 is $ 348 and $ 357 in various states, respectively. The state net operating loss carryfowards will begin to expire in 2034 . The Company has also experienced net operating loss carryforwards in Israel and Hong Kong, which it does not expect to benefit from. The tax value of these foreign carryforward assets is not presented in these financial statements. Income taxes paid are disaggregated by federal, state, and foreign jurisdictions. Individual jurisdictions are separately disclosed if net payments exceed 5% of total income taxes paid during the period. No individual state or foreign jurisdiction met this threshold for the year ended December 31, 2025. Cash Taxes Paid (Net of Refunds) in the Current Period Schedule of Effective Income Tax Rate Reconciliation December 31, 2025 U.S. Federal $ 400 States * 49 Foreign - Total Taxes Paid $ 449 * There are no single states that meet the 5% disaggregation threshold. Pretax loss from continuing operations is disaggregated between U.S. domestic and foreign jurisdictions in accordance with ASU 2023-09 and is presented in the table below for the year ended December 31, 2025. Income Taxes Schedule of Components of Income Tax Expense Benefits Components of pre-tax income: December 31, 2025 U.S. Domestic $ ( 733,358 ) Foreign ( 112 ) Total $ ( 733,470 ) The provision for income taxes charged to income for the years ended December 31, 2025 and 2024, consist of the following: The components of income tax (benefit) expense from continuing operations consisted of the following: Schedule of Income Tax Expenses Benefits December 31, 2025 December 31, 2024 U.S. Federal $ 976 $ - State 70 - Foreign - - Total current tax provision from continuing operations $ 1,046 $ - F- 25 Table of Contents No deferred tax expenses or benefit has been recorded due to a full valuation allowance as of December 31, 2026. The effective income tax rate reconciliation for the year ended December 31, 2025 is presented in accordance with ASU 2023-09 and includes reconciling items required to be separately disclosed if they meet a quantitative threshold of 5% or more of the amount computed by multiplying pretax loss by the applicable U.S. federal statutory income tax rate. Reconciling items below the disclosure threshold are aggregated within “Other”. The Company’s effective tax rate for the year ended December 31, 2025 differs from U.S. federal statutory rate primarily due to changes in valuation allowances recorded against deferred tax assets and non-deductible expenses. The Company continues to maintain a full valuation allowance against certain deferred tax assets as realization is more likely than not based on current evidence. Schedule of Effective Tax Rate Amount % of Pretax Loss (Dollars) December 31, 2025 Amount % of Pretax Loss U.S. Federal Statutory Tax Rate $ ( 154,028 ) 21.0 % Domestic State and Local Income Taxes, Net of Federal Income Tax Effect (a) 55 0.0 % Changes in Valuation Allowances 149,316 - 20.4 % Nontaxable or Nondeductible Items Non-deductible executive compensation 1,944 - 0.3 % Non-deductible warrants 3,440 - 0.5 % Other 3 0.0 % Other Adjustments Stock based compensation 334 - 0.1 % Other ( 18 ) 0.0 % Total income tax expense $ 1,046 - 0.1 % (a) State taxes in Florida made up the majority (greater than 50%) of the tax effect in this category. A reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows for December 31, 2024: (Percentages) December 31, 2024 Income tax benefit at federal statutory rate 21.0 % State and local income taxes net of federal tax benefit 2.1 % Meals and entertainment, non-deductible expenses and tax-exempt income - 0.1 % Officer’s life insurance - 0.1 % Club Dues - 0.1 % Incentive stock option expense - 0.7 % Equity reversal 0.9 % Nondeductible debt expenses - 1.5 % Financial statement true up 0.1 % Miscellaneous other adjustments - 0.8 % Change in valuation allowance - 21.0 % Provision for income tax expenses (benefit) - 0.2 % The Company files income tax returns in the U.S. federal jurisdiction and various other states. The Company is generally not subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2022. However, due to its net operating losses in 2018 and forward, the IRS and state authorities could adjust its carryforward assets back to 2018. The Company also files income tax returns in Israel, Hong Kong and other foreign jurisdictions. The Company has insignificant activities in these foreign jurisdictions and does not expect to benefit from its carryforward assets. The Company follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions which requires us to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the uncertain tax benefit amount recognized in the financial statements is reduced to the largest benefit that has a greater than 50% likelihood of being realized upon the ultimate settlement with the relevant taxing authority. Interest and penalties related to uncertain tax positions are included in the provision for income taxes in the consolidated statements of operations. In accordance with the Discontinued Operations ( See Note 14 ), management performed an evaluation of the technical merits of the Israeli Controlled Foreign Corporate Rules to determine the taxability of the gain from the Sale of Business from an Israeli tax perspective. This analysis also considered the results of the U.S. income tax. Management determined that the technical merits for uncertain tax exposure resulting from the gain for Israeli tax purposes did not exceed the more-likely-than-not threshold and has not recorded any income tax liability at December 31, 2024. Management’s determination is based on known facts and circumstances and requires judgement of a complex set of rules and regulations. If facts and circumstances change, such as closing, liquidating or selling of the businesses’ equity that is remaining, including events outside the Company’s control, this could have a material impact on management’s determination. The Company’s uncertain tax position balance from continuing operations is $ 0 at December 31, 2025 and 2024, respectively. In the event the Company records an uncertain tax position, it’s policy is to include interest and penalties in the computation of unrecognized tax benefits. Note 10 - Commitments, Contingencies and Risks and Uncertainties Commitments and Contingencies From time to time, the Company may enter into certain types of contracts that require it to indemnify parties against third-party claims. The conditions of these obligations vary. In addition, legal claims may be made against the Company in the ordinary course of business, which could result in legal proceedings. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, which could have a material adverse effect on the Company’s results of operations for that period or future periods. F- 26 Table of Contents The Company has entered into certain capital markets arrangements in connection with its Amended and Restated May 2025 ATM Sales Agreement that include broker compensation provisions contingent upon future sales activity. Certain of these arrangements provide for a minimum broker fee over a specified period, which would be payable only in the event that aggregate fees generated under the ATM offering do not meet the specified minimum threshold over a one-year period ending August 2026. The Company’s obligation, if any, under such provisions is contingent upon future ATM sales activity, which is discretionary and subject to prevailing market conditions, including volatility in the Company’s stock price and digital asset markets. As of December 31, 2025, management concluded that it is not probable that the Company will incur a minimum broker fee shortfall. Accordingly, no liability has been accrued related to these arrangements. On December 18, 2025, the Company executed a definitive agreement for a collaboration to deploy ETH onto Linea, a Zero-knowledge Ethereum Virtual Machine (“zkEVM”) Layer 2 network. The Company plans to allocate $ 200 ,000 in ETH for deployment on Linea in a risk-managed manner over a multi-year commitment period. See Note 12 - Related Parties and Note 15 - Subsequent Events . Risks and Uncertainties The Company holds ETH and ETH-related crypto assets with regulated custodians that safeguard the Company’s private keys. ETH and ETH-related crypto assets are controllable only by the possessor of both the unique public key and private key(s). The custodial services contracts do not restrict the Company’s ability to reallocate ETH and ETH-related crypto assets among custodians. The Company’s ability to access, transfer, or withdraw its crypto assets is therefore not contractually restricted, and the Company is able to convert or reallocate crypto assets as needed to meet operating requirements or settle obligations. A portion of the Company’s ETH is deployed in liquid staking protocols. Staked ETH and LsETH remain accessible to the Company, subject to the applicable unbonding or withdrawal periods of the underlying protocol. The Ethereum network permits withdrawals of staked ETH, and the Company has the ability to request and receive withdrawals in the normal course of business. The Company also assesses whether staking-related lock-ups or protocol-level withdrawal queues create any restrictions that would affect liquidity or the timing of settlement of obligations. The Company’s crypto assets are subject to fair value volatility. Changes in market prices directly affect the carrying value of crypto assets measured at fair value and may result in unrealized gains or losses. For crypto assets measured at cost less impairment, declines in observable market prices may result in impairment charges. The Company recognized a fair value unrealized loss of $( 616,173 ) and an impairment loss on LsETH of $ 140,208 for the year ended December 31, 2025, reflecting the decline in ETH prices during the period. The Company’s custodial arrangements with Anchorage Digital Bank N.A. and Coinbase Inc. include operational controls designed to mitigate risks of loss, including multi-user approval quorums and internal controls requiring face-to-face authorization for non-recurring transactions. These quorums are unalterable by the users and provide safeguards for both the misappropriation of assets as well as mitigating the risk of a misstatement. While these controls reduce operational risk, the Company continues to evaluate counterparty, concentration, and operational risks associated with custodial relationships and considers these factors in assessing credit risk, fair value measurement inputs, and impairment indicators. The Company also deploys ETH using decentralized finance and liquid staking protocols. All trading and investment activity involves risk, which is heightened in the case of decentralized finance due to the irrevocable nature of blockchain transactions and the possibility of errors in smart contracts. These risks may affect the recoverability, valuation, or liquidity of crypto assets. Smart-contract vulnerabilities, protocol failures, or validator-level issues could result in partial or total loss of staked or deployed assets. The Company evaluates these risks when determining fair value hierarchy levels, impairment indicators, and whether any restrictions on use or withdrawal require separate disclosure. The Ethereum protocol enforces ownership and withdrawal rights for staked assets. The safeguarding of staked digital assets is enforced at the base protocol level and is protected by security mechanisms that are trusted globally across the Ethereum network. These protocol-level assurances support the Company’s conclusion that staked ETH remains accessible and under the Company’s control for financial-statement purposes. The Company performs monthly and quarterly reconciliations of all wallet activity and staking revenue. The Company verifies the existence of a staking pipeline utilizing open-source smart contracts in the expected manner and in-line with on-chain protocols. These procedures support the Company’s assessment of existence, rights and obligations, and completeness of digital-asset balances and related revenue. Loan Agreement On November 26, 2025, the Company entered into a Master Lender Agreement (“Master Lender Agreement”) with FalconX Charlie Inc. (“FalconX”), whereas the Company may borrow U.S. dollars or specified digital assets under individually negotiated term sheets. Borrowings under the Master Lender Agreement are secured by collateral in the form of U.S. dollars, digital assets or eligible securities and are subject to initial collateral ratio and ongoing margin maintenance requirements. There is no defined minimum or maximum loan amount and FalconX has no obligation to approve a lending request. A monthly Loan Fee is calculated by the Lender and agreed on between FalconX and the Company. The Master Lender Agreement also contains normal representations and warranties and includes provisions on hard forks and a termination event tied to specific valuation thresholds. The Master Lender Agreement remains in effect until terminated by either party, provided any outstanding borrowings are repaid in full. There were no borrowings under the Master Lender Agreement during the year ended December 31, 2025. F- 27 Table of Contents Note 11 – Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) available to Common Stockholders, adjusted for premium purchase contract warrants ( see Note 7 - Warrants ) that have been determined to represent participating securities as they contain non-forfeitable rights to share in dividends alongside Common Stock, by the weighted-average number of Common Stock outstanding during the period excluding the effects of any potentially dilutive securities. The Company issued prefunded warrants, during 2025 and 2024, that are exercisable at a nominal price and exercisable at any time by the holder (see Note 7 - Warrants ). As such, the prefunded warrants have been determined to be equivalent to Common Stock and included in basic weighted-average Common Stock outstanding. As there was a net loss in continuing operations, there was no impact from the premium purchase contract warrants on net loss per share. Diluted net loss per share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional Common Stock that would have been outstanding if potential shares of Common Stock had been issued if such additional Common Stock were dilutive. The following table presents dilutive and anti-dilutive securities. Since there was a net loss from both continuing operations and discontinued operations for the twelve months ended December 31, 2025, all securities presented below were excluded from weighted average shares outstanding. Schedule of Computation of Diluted Shares Outstanding Year Ended December 31, 2025 Dilutive: Premium purchase contract warrants 4,500,000 Strategic advisor and placement agent warrants 6,219,032 Total Dilutive 10,719,032 Anti-Dilutive: Stock options 8,906 SportsHub warrants 252 Restricted Stock Units 1,594,205 Total Anti-dilutive 1,603,363 F- 28 Table of Contents As the Company had a net loss from continuing operations and net income for discontinued operations for the twelve months ended December 31, 2024, the following presents dilutive and anti-dilutive securities. For continuing operations, since there was a net loss, all securities presented below were excluded from weighted average shares outstanding. For discontinued operations, dilutive securities presented below were included in the net income per share calculation and the anti-dilutive securities were excluded in weighted average shares outstanding: Year Ended December 31, 2024 Dilutive: Prefunded warrants 39,130 Warrants 11,187 Total Dilutive 50,317 Anti-Dilutive: Stock options 9,022 Series A-1 preferred stock 601 Series B preferred stock 1,040 SportsHub warrants 252 Restricted Stock Units 12,501 Total Anti-dilutive 23,416 The calculation of the net income (loss) per share and weighted-average shares of the Company’s Common Stock outstanding for the periods presented are as follows: Schedule of Income (Loss) Per Share and Weighted-average For the Year Ended December 31, 2025 2024 Net income (loss) from continuing operations $ ( 734,516 ) $ ( 4,474 ) Net income (loss) from discontinued operations, net of tax, available to common stockholders ( 71 ) 14,573 Net income (loss) available to common stockholders $ ( 734,587 ) $ 10,099 Basic weighted-average shares for continuing and discontinued operations 99,719,495 286,939 Diluted weighted average shares 99,719,495 337,255 Basic: Net income (loss) from continuing operations per share $ ( 7.37 ) $ ( 15.59 ) Net income (loss) from discontinued operations per share - 50.79 Net income (loss) per share $ ( 7.37 ) $ 35.20 Fully Diluted: Net income (loss) from continuing operations per share $ ( 7.37 ) $ ( 15.59 ) Net income (loss) from discontinued operations per share - 43.21 Net income (loss) per share $ ( 7.37 ) $ 27.62 F- 29 Table of Contents Note 12 – Related Parties Strategic Advisory Agreement with Consensys Software Inc. In connection with the May 2025 PIPE Offering, the Company entered into a Strategic Advisor Agreement with Consensys, a Delaware corporation and a related party. Consensys is a global blockchain technology company that provides decentralized applications and enterprise solutions, focusing on building and scaling blockchain-based systems primarily on the Ethereum blockchain. Under the terms of the agreement, Consensys will provide a broad range of advisory services related to the Company’s ETH Treasury Management strategy for three years. As consideration for these services, Consensys received warrants to purchase up to 3,455,019 shares of the Company’s Common Stock (the “Strategic Advisor Warrants”). See Note 7 - Warrants . The Company’s Chairman of the Board, Joseph Lubin, is CEO of Consensys. Secondment Agreements with Consensys Employees As part of the collaboration between the Company and Consensys, three employees of Consensys were seconded to Sharplink under secondment agreements. These employees provided key services in areas including strategic planning, treasury management, technology integration and business development. The secondment agreements outline the terms of the assignment, the duration, which began during the month of June 2025 and terminated September 30, 2025, total monthly compensation of approximately $ 80 paid to Consensys and stock-based compensation of a total of approximately $ 131 for RSU’s awarded in September 2025, and the allocation of responsibilities between the parties. The seconded employees remain employees of Consensys, but they performed their duties for the Company during the secondment period and report to the Company’s Chief Executive Officer and Chief Financial Officer. In exchange for these services, the Company compensated Consensys for the associated costs on a monthly basis, including the employees’ salaries, benefits and other related expenses. For the year ended December 31, 2025, approximately $ 283 was expensed in selling, general, and administrative expenses and $ 131 was expensed as stock-based compensation in relation to these agreements. Linea Consortium The Company is a founding member of the Linea Consortium, along with Consensys, a leading governance body supporting the development of Ethereum’s most aligned Layer 2 blockchain network. The Linea Consortium operates under a partially, multi-institution governance structure. On October 28, 2025, the Company announced a collaboration to deploy ETH from its corporate treasury onto Linea, a zkEVM Layer 2 network. On December 18, 2025, the Company executed the definitive agreement. The Company plans to allocate $ 200,000 in ETH for deployment on Linea in a risk-managed manner over a multi-year commitment period. The Company expects to leverage Linea’s institutional-grade infrastructure to optimize onchain yield to capture differentiated ETH-denominated returns. This differentiated yield is expected to 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. See Note 15 - Subsequent Events. Accounts Payable and Prepaid Balances Company has an accounts payable balance owed to Directors of $ 32 and a prepaid balance of $ 19 paid to Directors as of December 31, 2025. Note 13 – Operating Segments The Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”) and evaluates the financial performance of the business and makes resource allocation decisions on the basis of its two different revenue sources. The ETH Treasury Management segment captures ETH-based yield generated by participating in Ethereum network’s staking protocol which is currently comprised of rewards received from native and liquid staking. The Affiliate Marketing segment is focused on performance-based customer acquisition services for leading sportsbooks and online casino gaming operators throughout the world. The CODM assesses financial performance by segment for revenue, operating profit (loss) and key operating expenses, as well as significant segments assets, as detailed below. As a result, the Company operates two reportable segments under ASC 280, Segment Reporting, ETH Treasury Management and Affiliate Marketing. F- 30 Table of Contents ETH Treasury Management On June 2, 2025, the Company launched an ETH-centered treasury strategy and established ETH Treasury Management as a dedicated operating segment, delivering recurring, yield-based revenue and returns. The staking revenues are derived from the rewards the Company’s earns by actively participating in the Ethereum network’s proof-of-stake consensus mechanism. The Company delegates ETH holdings to validators that process and verify transactions on the blockchain. In return, the Company receives protocol-level rewards in ETH, typically proportional to the amount staked and the network’s overall activity and performance. During 2025, our ETH Treasury Management segment includes both native and liquid staking activities. Total ETH Treasury Management net loss from continuing operations before income taxes was $ ( 733,046 ) for the year ended December 31, 2025. Affiliate Marketing The Company’s Affiliate Marketing operations include performance marketing services, lead generation and data analytics. The Company focuses on delivering quality traffic and player acquisitions, retention and conversions to global casino gaming partners worldwide in exchange for a commission (cost per acquisition or portion of net gaming revenues) paid to the Company by the partners for the new players referred to them. Total Affiliate Marketing net income (loss) from continuing operations before income taxes was $ ( 423 ) for the year ended December 31, 2025 and $ ( 4,474 ) for the year ended December 31, 2024. The following table presents significant segment assets regularly provided to and reviewed by the CODM for each operating segment as of the year ended December 31, 2025: Schedule of Companies Reportable Segments ETH Treasury Management Affiliate Marketing Total Consolidated Cash $ 28,021 $ 518 $ 28,539 USDC stablecoin 1,882 - 1,882 Crypto assets at fair value 1,899,683 - 1,899,683 Crypto assets at cost 500,912 - 500,912 Other assets 650 100 750 Total consolidated assets $ 2,431,148 $ 618 $ 2,431,766 The following table presents significant segment expenses regularly provided to and reviewed by the CODM for the each operating segment for the year ended December 31, 2025: Schedule of Companies Reportable Segments ETH Treasury Management Affiliate Marketing Total Consolidated Revenue from staking, net $ 25,594 $ - $ 25,594 Revenue from affiliate marketing - 2,461 2,461 Total revenue 25,594 2,461 28,055 Gains and (losses) from operations Realized gain on crypto assets, net 55,213 - 55,213 Unrealized loss on crypto assets at fair value, net ( 616,173 ) - ( 616,173 ) Total losses from operations ( 560,960 ) - ( 560,960 ) Less: Cost of revenues - 1,897 1,897 Salaries and benefits 12,902 858 13,760 Stock-based compensation 30,171 - 30,171 Bank fees 810 1 811 Asset manager fees 5,629 - 5,629 Accounting and Legal expenses 5,163 - 5,163 Impairment of crypto assets at cost 140,208 - 140,208 Contractors and consulting expense Marketing expenses Other segment expenses (1) 2,797 129 2,926 Segment net loss from continuing operations before income taxes $ ( 733,046 ) $ ( 423 ) $ ( 733,470 ) (1) - other segment items include: consulting and compliance fees, general and administrative, insurance, and other income and expenses. F- 31 Table of Contents The following table presents significant segment assets regularly provided to and reviewed by the CODM for each operating segment as of the year ended December 31, 2024: ETH Treasury Management Affiliate Marketing Total Consolidated Cash $ - $ 1,437 $ 1,437 USDC stablecoin - - - Crypto assets at fair value - - - Crypto assets at cost - - - Other assets - 1,134 1,134 Total consolidated assets $ - $ 2,571 $ 2,571 The following table presents significant segment expenses regularly provided to and reviewed by the CODM for each operating segment for the year ended December 31, 2024: ETH Treasury Management Affiliate Marketing Total Consolidated Revenue from affiliate marketing $ - $ 3,662 $ 3,662 Total revenue 3,662 3,662 Gains and (losses) from operations Realized gain on crypto assets, net - - - Total losses from operations - - Less: Cost of revenues 2,756 2,756 Salaries and benefits - 1,429 1,429 Contractors and consulting expense - 307 307 Marketing expenses - 214 214 Other segment expenses (1) - 3,430 3,430 Segment net loss from continuing operations before income taxes $ - $ ( 4,474 ) ( 4,474 ) (1) - other segment items include: stock-based compensation, professional fees, general and administrative, bank fees, insurance, and other income and expenses. Revenue by Geographic Location Summarized revenues by country in which the Company operated are shown below. All ETH Treasury Management revenue occurred within the United States. Schedule of Revenues by Country For the Year Ended December 31, 2025: United States $ 26,131 Rest of the World 1,924 Revenue $ 28,055 For the Year Ended December 31, 2024: United States $ 815 Rest of the World 2,847 Revenue $ 3,662 The Company does not have material assets in foreign jurisdictions. The Company’s Affiliate Marketing Services segment derives a significant portion of its revenues from several large customers for the year ended December 31, 2024. There were no major customers during the year ended December 31, 2025. The table below presents the percentage of consolidated revenues derived from large customers: Schedule of Percentage of Consolidated Revenues Derived from Large Customers December 31, 2024 Customer A 39 % Customer B 22 % Customer C 14 % Customer D 14 % Percentage of consolidated revenues 14 % These four customers had amounts due to the Company of $ 226 for December 31, 2024. F- 32 Table of Contents Note 14 – Discontinued Operations In accordance with ASC 205-20, Presentation of Financial Statements: Discontinued Operations (“ASC 205-20”), a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major impact on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-10 . In the period in which the component meets the held-for-sale or discontinued operations criteria, the major assets, other assets, current liabilities and non-current liabilities shall be reported as a component of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the income (loss) of continuing operations. The Company is in the process of winding down the operations classified as discontinued and anticipates completing the full dissolution by the end of 2026. Sale of SHGN and Sports Gaming Client Services On January 18, 2024 , Sharplink Israel and SLG1 Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Sharplink (“Subsidiary Seller”), SHGN Acquisition Corp. (“SHGN,” and together with Sharplink Israel and Subsidiary Seller, the “SportsHub Seller”), a Delaware corporation and wholly owned subsidiary of Sharplink, entered into a Purchase Agreement (the “PA”) with RSports Interactive, Inc., a Minnesota corporation (“RSports”). The Subsidiary Seller owns 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 RSports, by selling all of the issued and outstanding membership interests of the Targets and the Acquired Subsidiaries for $ 22,500 in an all-cash transaction. 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, the Company ceased its Sports Game Client Services and SportsHub Gaming Network segments. The historical results of these business segments have been reflected as discontinued operations in the consolidated financial statements for all periods prior to the closing date of the Sale of Business on January 18, 2024. On May 8, 2024, Sharplink entered into an amended and fully restated Post Closing Assignment Agreement with RSports, whereby Sharplink and RSports agreed to amend the PA to exclude the transfer/sale of SHGN and 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 Business is an asset sale for legal and tax purposes instead of an equity sale. The $ 14,600 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 cash flows 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 , net of cash transferred of $ 41,357 . The majority of the cash transferred of $ 41,358 was reflected in discontinued operations customer deposits liability and deferred revenue of $ 36,960 and $ 4,889 , respectively. During the twelve months ended December 31, 2025 and 2024, Sharplink paid RSports $ 13 and $ 158 , respectively, for use of information technology and accounting service personnel under the Post Closing Covenant Agreement (the “PCCA”); and RSports paid Sharplink $ 1 and $ 90 under the PCCA for the twelve months ended December 31, 2025 and 2024, respectively. Sale of MTS The Company negotiated a Share and Asset Purchase Agreement which was closed on December 31, 2022. The majority of the assets of the primary reporting unit within MTS were sold. Accordingly, the assets and liabilities of the MTS business were separately reported as assets and liabilities from discontinued operations as of December 31, 2025 and 2024. The results of operations and cash flows of MTS for all periods are separately reported as discontinued operations. F- 33 Table of Contents Summary Reconciliation of Discontinued Operations Schedule of Reconciliation of Discontinued Operations For the Year Ended December 31, 2025 December 31, 2024 Revenues $ - $ 446 Cost of Revenues $ ( 8 ) 170 Gross Profit 8 276 Operating Expenses Selling, general, and administrative expenses 126 545 Operating Loss ( 118 ) ( 269 ) Interest income ( 6 ) 102 Other (expense) income 59 501 Gain on sale of business - 14,671 Interest expense - ( 9 ) Total other income and expense 53 15,265 Income (loss) before income taxes ( 65 ) 14,996 Income tax expense 6 423 Income (loss) from discontinued operations, net $ ( 71 ) $ 14,573 The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations as of December 31, 2025 and December 31, 2024: Schedule of Major Classes of Assets and Liabilities December 31, December 31, 2025 2024 Carrying amounts of major classes of assets included as part of discontinued operations: Current assets Cash $ 37 $ 105 Restricted cash 0 - Prepaid expenses and other current assets 145 165 Total current assets $ 182 $ 270 December 31, December 31, 2025 2024 Carrying amounts of major classes of liability included as part of discontinued operations:   Current Liabilities Accounts payable and accrued expenses 1 10 Total current liabilities $ 1 $ 10 Note 15 – Subsequent Events Linea Deployment On January 8, 2026, the Company completed its initial deployment of approximately $ 173,000 of assets to Linea, converting 54,987 ETH into 50,661 units of WeETH in connection with the deployment. F- 34