Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Statements

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

Industry and Market Data

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

This section discusses the key factors that have shaped the financial condition, results of operations, liquidity and capital resources of Sharplink, Inc. and its wholly owned subsidiaries (collectively, "Sharplink," the "Company," "we," "our," or "us"). You should read this discussion together with our condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on March 9, 2026.

As noted under "Cautionary Note Regarding Forward-Looking Statements," this discussion includes forward-looking statements that involve risks, uncertainties, and assumptions. Actual results could differ materially from those expressed or implied by these statements.

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

Business Overview

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

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

1) ETH Treasury Management

The Company seeks to benefit from its ETH-focused treasury strategy through two primary drivers: (i) yield and other returns generated from staking and related on-chain treasury activities and (ii) through potential appreciation in the market value of ETH. Through qualified custodians, the Company participates in native staking by delegating ETH to third-party validators operating on Ethereum's proof-of-stake ("PoS") network, earning protocol-level rewards in accordance with prevailing network conditions.

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

Linea Consortium

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

Lido Ecosystem Foundation

On August 12, 2026, the Company entered into a Liquid Staking Agreement with Lido Ecosystem Foundation (the "Lido Agreement"). Under the Lido Agreement, the Company committed to stake $200.0 million of ETH through the Lido protocol and to hold the resulting wstETH for one year from completion of the staking (the "Term"). The Company completed the $200.0 million staking on September 28, 2026, and as of September 30, 2026 remained in compliance with the holding requirement.

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

2) Affiliate Marketing

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

Key Growth Strategies

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

	●	Active Treasury Management and ETH-Denominated Return Generation. Sharplink seeks to make its ETH productive through native staking, liquid staking, protocol incentives and selected onchain treasury activities, where appropriate and consistent with our risk-management objectives. We may pursue these activities internally and through select third-party protocols, qualified custodians and other partners. Staking provides a foundational return, while selected treasury activities are intended to generate incremental, risk-adjusted ETH-denominated rewards or other returns above that baseline while maintaining liquidity, security and operational controls. These activities are subject to market, protocol, counterparty, smart-contract, liquidity and other risks and may not generate returns above the native-staking baseline.
	●	Strategic Expansion of ETH Holdings. Our balance sheet and access to public capital markets give us flexibility to grow our ETH holdings through a variety of avenues. We may fund ETH acquisitions through equity issuances, equity-linked or other financings and other capital-allocation actions, subject to market conditions. We may also elect to pledge a portion of our ETH as collateral in select loan transactions when management determines that the terms are appropriate and consistent with our treasury strategy. Any ETH-secured borrowing would expose us to collateral-maintenance, repayment and liquidation risks. Capital raised may be used to acquire ETH, support treasury, strategic initiatives or meet other corporate needs, and we may repurchase shares when management believes doing so is accretive, subject to available capital, applicable law and other considerations. We evaluate these decisions under our risk-management and governance policies, based on their expected long-term impact on ETH per Share, liquidity, risk and shareholder value.
	●	Positioning Within Expanding Institutional Use of Ethereum. ETH is our primary treasury asset, and we believe its value benefits from Ethereum's continued institutional adoption. Sharplink uses the scale of its treasury to support that adoption directly, through partnerships in which our ETH serves as anchor capital for protocols and infrastructure providers, which may provide incentives or preferred terms to our treasury, and through selective support of independent organizations whose work may strengthen Ethereum's utility, resilience or institutional readiness. Sharplink does not operate Ethereum or control its adoption, and the organizations we support operate independently of us.
	●	Strategic Mergers, Acquisitions and Consolidation Opportunities. As the digital asset treasury segment matures, we may evaluate mergers, acquisitions, investments or other business combinations that could increase scale, add complementary assets or treasury capabilities, acquire operating businesses that may benefit from our ETH holdings and balance sheet, or consolidate participants in a fragmented market. Potential operating businesses are assessed based on strategic fit, sustainable revenue and cash flow, valuation, financing requirements, dilution and integration plans as well as opportunities identified to add value. Such opportunities may require material capital and management resources. Our balance sheet scale, internal treasury capabilities and access to liquidity may provide flexibility to pursue such opportunities; however, there can be no assurance that any transaction will be identified or completed or that any completed transaction will achieve its anticipated benefits.
	●	Operational and Governance Differentiation. We seek to strengthen our competitive position through disciplined treasury policies, qualified custody, transparent disclosure, internal controls and governance practices tailored to digital asset treasury management. As investor and regulatory scrutiny of digital asset exposure evolves, we believe consistent execution, risk-management discipline and institutional-grade controls may support broader market acceptance and long-term shareholder value. As the treasury and related revenue platform grow, we also seek to leverage our corporate infrastructure across a larger asset and revenue base.
	●	Adaptation to Market, Technology and Regulatory Developments. Sharplink regularly monitors digital asset markets, Ethereum protocol developments and applicable laws and regulations and intends to adjust its strategy as appropriate. Such adjustments may include changes to treasury deployment, staking activities, protocol participation, custody arrangements, collateral practices, liquidity management or capital allocation to reflect evolving technology, market structure, risk and regulatory requirements.

Ethereum Emerging Growth Areas

We track four related areas that may support long-term use of Ethereum: stablecoins, tokenization of real-world assets ("RWAs"), onchain financial applications and agentic finance. Stablecoins provide programmable money, tokenization can make financial assets available onchain, and onchain financial applications can provide markets for payments, lending and settlement. Further, software agents may make those services more accessible or automate their use within defined permissions. Management believes the interaction of assets, applications and liquidity supports adoption of Ethereum and its Layer 2 networks, however, this adoption does not necessarily produce a proportional increase in demand for ETH or its market price.

Agentic finance refers to software carrying out financial tasks on behalf of users within defined permissions, such as monitoring cash balances, initiating payments or allocating assets subject to spending and risk limits. We believe Ethereum and its Layer 2 networks are positioned to provide infrastructure for these activities. Adoption remains at an early stage and depends on useful applications, reliable custody, authorization controls, privacy, auditable records and regulatory acceptance. ETH supports Ethereum network security through staking and is used to pay base-layer transaction fees, while stablecoins may be the asset transferred in a payment. The effect of increased activity on ETH demand and value will depend on where activity occurs, fee economics, competition and other factors. Accordingly, management views agentic finance as an emerging, not yet mature, contributor to onchain activity. Currently, the Company is not actively participating in agentic finance either within its operations or as part of our ETH Treasury Management Strategy.

ETH Treasury Management Strategy

WE ARE NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AND STOCKHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN A REGISTERED INVESTMENT COMPANY NOR THE PROTECTIONS AFFORDED BY THE COMMODITIES EXCHANGE ACT.

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

We view ETH Treasury Management as a core operating business. Our strategy combines a foundational staking layer with selective treasury activities intended to generate incremental, risk-adjusted ETH-denominated rewards and other returns above the staking baseline. As our treasury grows, scale is expected to improve our ability to access institutional capital, negotiate deployment opportunities and leverage our corporate infrastructure across a larger asset and revenue base. Our staking and treasury activities are designed to support Ethereum's decentralization, scalability and security while meeting institutional standards for custody, transparency, risk management and governance.

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

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

ETH per Share is an operating metric and is not a U.S. GAAP measure of earnings, liquidity or net asset value. It does not reflect corporate liabilities, expenses, taxes or potential dilution, and shareholders do not have a right to redeem the underlying ETH. An increase in this measure does not assure an increase in the value of our common stock. We evaluate the metric together with our financial results, liquidity requirements and treasury deployment.

Basic Equivalent Shares Outstanding consist of common shares outstanding plus shares issuable upon exercise of pre-funded warrants, which carry a nominal exercise price. Basic Equivalent Shares Outstanding is a point-in-time measure and differs from the weighted-average shares used in calculating U.S. GAAP earnings per share. It excludes other potentially dilutive securities; their issuance or exercise may affect future per-share exposure.

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

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

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

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

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

Our support for several independent organizations focused on protocol research, institutional adoption and privacy infrastructure is described under "Ecosystem Stewardship." These activities are evaluated separately from treasury returns and may not produce a direct financial return to the Company.

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

ETH Productivity

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

Liquid Staking Protocols

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

Liquid Staking Protocol - LsETH

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

The following table presents a roll-forward of our LsETH holdings, including relevant details related to acquisitions, redemptions and impairment losses within the periods presented. Amounts are presented in thousands of U.S. dollars, except for shares, units, and per-share and per-unit amounts. Certain amounts presented in thousands may not sum precisely due to rounding; per-share and per-unit amounts are calculated from underlying unrounded figures. Balances in the table for prior periods have been revised from those presented in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026 to relieve the impairment losses associated with LsETH redeemed or exchanged; the revision did not change the carrying value of our LsETH. The original cost basis and impairment losses as of December 31, 2025 relate to the LsETH held at that date and therefore differ from the cost and impairment amounts presented in Note 3 - Crypto Asset Holdings and Realized Gains (Losses), which include $16,461 of impairment recognized in 2025 on LsETH derecognized during 2025.

		Source of capital used to purchase				Original cost basis				Impairment losses				Carrying value				Number of units held				Approx. avg purchase price per unit				Weighted average conversion rate at acquisition				Conversion rate at end of period
LsETH
Balance as of December 31, 2025						$	624,659			$	(123,747	)		$	500,912				204,409			$	3,056
LsETH acquisitions			(a)				256				-				256				100				2,566				1.1016220310
LsETH redemptions / traded for ETH							(46,414	)			17,743				(28,671	)			(15,182	)
LsETH impairment losses							-				(114,944	)			(114,944	)			-
Balance as of March 31, 2026							578,501				(220,948	)			357,553				189,327				3,056								1.1058168390
LsETH acquisitions			(a)				180				-				180				80				2,258				1.1082475620
LsETH redemptions / traded for ETH							(70,961	)			28,832				(42,129	)			(26,324	)
LsETH impairment losses							-				(54,607	)			(54,607	)			-
Balance as of June 30, 2026							507,720				(246,723	)			260,997				163,083				3,113								1.1118300140
LsETH acquisitions			(a)				209				-				209				80				2,613				1.1148680914
LsETH redemptions / traded for ETH							(117,363	)			50,147				(67,216	)			(42,000	)
LsETH impairment losses							-				(79	)			(79	)			-
LsETH Balance as of September 30, 2026						$	390,566			$	(196,655	)		$	193,911				121,163			$	3,223								1.1184616398

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(a) Earned through rebates offered by protocol provider.

Liquid Staking Protocol - weETH (ether.fi)

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

Beginning in the third quarter of 2026, we characterize weETH as a liquid staking token rather than a liquid restaking token, reflecting ether.fi's August 2026 removal of restaking from weETH, after which the ETH backing weETH is staked through Ethereum validators only, accrues Ethereum staking rewards only and is no longer pledged as security for third-party services through EigenCloud (formerly EigenLayer). This change in characterization did not change the unit of account, measurement or presentation of weETH in our condensed consolidated financial statements as of September 30, 2026.

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

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

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

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

		Source of capital used to purchase		Original cost basis				Impairment losses				Carrying value				Number of units held				Approx. avg purchase price per unit				Weighted average conversion rate at acquisition				Conversion rate at end of period
weETH
Balance as of December 31, 2025				$	-			$	-			$	-				-			$
weETH acquisitions		(a), ( c)			206,024				-				206,024				66,102				3,117				1.0861045790
weETH impairment losses					-				(76,726	)			(76,726	)			-
Balance as of March 31, 2026					206,024				(76,726	)			129,298				66,102				3,117								1.0915719800
weETH acquisitions		(b)			337				-				337				165				2,042				1.0961949600
weETH impairment losses					-				(21,486	)			(21,486	)			-
Balance as of June 30, 2026					206,361				(98,212	)			108,149				66,267				3,114								1.0982147200
weETH acquisitions		(b)			242				-				242				112				2,161				1.1017930314
weETH impairment losses					-				(2	)			(2	)			-
weETH Balance as of September 30, 2026				$	206,603			$	(98,214	)		$	108,389				66,379			$	3,112								1.1047948864

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(a) Fair value of weETH received upon staking ETH with ether.fi

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(b) Earned incentives

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(c) Includes earned incentives of $180 (80 units)

Liquid Staking Protocol - wstETH (Lido)

On August 12, 2026, we entered into a Liquid Staking Agreement with the Lido Ecosystem Foundation and, during the third quarter of 2026, staked ETH through the Lido protocol, a decentralized liquid staking protocol. Staking ETH through the Lido protocol produces stETH, a rebasing token whose balance adjusts to reflect staking rewards. We hold our position as wstETH, the wrapped, non-rebasing form of stETH. The number of wstETH units we hold does not change as rewards accrue; instead, the amount of stETH, and therefore ETH, into which each wstETH unit is convertible increases over time, net of protocol fees and any penalties. Our wstETH is held in our name by Anchorage Digital Bank N.A., our qualified custodian.

Upon staking ETH through the Lido protocol and receiving wstETH, we derecognize the ETH transferred and recognize wstETH as a new unit of account at its fair value on the date received. The difference between the fair value of wstETH received and the carrying amount of the ETH transferred is recognized as a realized gain or loss in the condensed consolidated statement of operations. Because wstETH provides the holder with an enforceable right to redeem stETH, which in turn provides an enforceable right to redeem the underlying staked ETH through the Lido protocol, wstETH does not meet the scope criterion in ASC 350-60-15-1(b). Accordingly, wstETH is outside the scope of ASC 350-60 and is accounted for as an indefinite-lived intangible asset under ASC 350-30.

Under the Liquid Staking Agreement, we committed to stake $200.0 million of ETH through the Lido protocol and to hold the resulting wstETH for one year from completion of the staking. During the third quarter of 2026, we contributed 8,054 wstETH to the Galaxy Sharplink Onchain Yield Fund, LP as a capital contribution. See Note 6 - Investment in Galaxy Sharplink Onchain Yield Fund, LP and Note 11 - Commitments and Contingencies.

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

		Source of capital used to purchase				Original cost basis				Impairment losses				Carrying value				Number of units held				Approx. avg purchase price per unit				Weighted average conversion rate at acquisition				Conversion rate at end of period
wstETH
Balance as of June 30, 2026						$	-			$	-			$	-				-			$
wstETH acquisitions			(a)				203,752				-				203,752				65,447				3,113				1.2436531770
wstETH contribution to Galaxy Sharplink Onchain Yield Fund, LP			(b)				(23,135	)			-				(23,135	)			(8,054	)
wstETH impairment losses							-				(959	)			(959	)			-
wstETH Balance as of September 30, 2026						$	180,617			$	(959	)		$	179,658				57,393			$	3,147								1.2452505583

●

(a) Fair value of wstETH received upon staking ETH through the Lido protocol

●

(b) Contributed to the Galaxy Sharplink Onchain Yield Fund, LP. See Note 6 - Investment in Galaxy Sharplink Onchain Yield Fund, LP.

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

September 30, 2026		Number Held at End of Quarter				Lowest Market Price During the Quarter (a)				Market Value using Lowest Market Price (b)				Highest Market Price During the Quarter (c)				Market Value held using Highest Market Price (d)				Market Price at End of Quarter (e)				Market Value at End of Quarter (f)
LsETH			121,163			$	1,684.19			$	204,062			$	3,165			$	383,522			$	2,981			$	361,209
weETH			66,379			$	1,711.37			$	113,599			$	3,084			$	204,694			$	2,964			$	196,748
wstETH			57,393			$	2,872.55			$	164,864			$	3,477			$	199,547			$	3,342			$	191,814

	●	(a) The "Lowest Market Price During the Quarter" represents the lowest market price for one of the respective tokens reported for the respective quarter (for wstETH, from our first acquisition on August 20, 2026 through the end of the quarter). The lowest price is applied to all units held at the end of the quarter, including units acquired after the date of the lowest price, and therefore does not represent the price used to measure impairment of any individual unit.
	●	(b) The "Market Value Held Using Lowest Market Price" represents a mathematical calculation consisting of the lowest market price for one of the respective tokens reported during the respective quarters multiplied by the number of respective tokens held by us at the end of the applicable periods.
	●	(c) The "Highest Market Price During the Quarter" represents the highest market price for one of the respective tokens reported during the respective quarter (for wstETH, from August 20, 2026 through the end of the quarter), applied to all units held at the end of the quarter regardless of when they were acquired.
	●	(d) The "Market Value Held Using Highest Market Price" represents a mathematical calculation consisting of the highest market price for one of the respective tokens reported during the respective quarters multiplied by the number of respective tokens held by us at the end of the applicable periods.
	●	(e) The "Market Price at End of Quarter" represents the market price of one of the respective tokens at midnight UTC on the last day of the respective quarters.
	●	(f) The "Market Value Held at End of Quarter" represents a mathematical calculation consisting of the market price of one of the respective tokens at midnight UTC on the last day of the respective quarters multiplied by the number of respective tokens held by us at the end of the applicable periods.

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

Carrying Value versus Market Value

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

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

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

As of September 30, 2026 (in thousands)		Carrying Value				Market Value				Excess of Market Value over Carrying Value
LsETH		$	193,911			$	361,209			$	167,298
weETH			108,389				196,748				88,359
wstETH			179,658				191,814				12,156
Total crypto assets at cost		$	481,958			$	749,771			$	267,813

Galaxy Sharplink Onchain Yield Fund

On May 11, 2026, Sharplink announced a non-binding memorandum of understanding with Galaxy Digital Inc. ("Galaxy Digital") to establish the Galaxy Sharplink Onchain Yield Fund. On August 7, 2026, the Company and Galaxy Digital executed definitive agreements establishing the Galaxy Sharplink Onchain Yield Fund, LP (the "Fund"), a $125.0 million institutional investment vehicle designed to deploy ETH into professionally managed onchain yield strategies. The Fund launched with $125.0 million in committed capital, including a $100.0 million commitment from the Company's staked ETH treasury and a $25.0 million commitment from Galaxy Digital. An affiliate of Galaxy Digital serves as the Fund's general partner and investment manager and is responsible for opportunity sourcing, risk management and capital deployment. The Fund is designed to maintain exposure to ETH and underlying staking rewards while deploying capital into targeted onchain yield strategies. The Company also intends to leverage the Fund's institutional investment process and risk management framework as a framework for evaluating additional external treasury strategies. The Company believes the launch of the Fund represents an important milestone in its broader ETH treasury management strategy by expanding beyond passive ownership of ETH into institutional-grade onchain capital deployment designed to generate additional risk-managed returns.

Ecosystem Stewardship

During 2026, the Company provided or committed capital to independent organizations addressing protocol research through Ethlabs, institutional adoption through Ethereum Institutional and privacy and compliance infrastructure through EthSystems. Management believes this support will strengthen the long-term thesis underlying our ETH treasury. The organizations operate independently, and their milestones and operations are separate and distinct from the Company's operating results.

Ethlabs

Ethlabs is an independent nonprofit research and development organization formed in June 2026 to advance the Ethereum protocol for the next phase of institutional adoption. Co-founded by former senior Ethereum Foundation researchers, its work focuses on settlement speed, interoperability, mainnet capacity and research into the monetary properties of ETH. Sharplink is one of several funders, alongside Bitmine Immersion Technologies, Sharplink Chairman Joseph Lubin and more than 50 other participants. The funding structure is intended to preserve the organization's independence. Contributions flow through an independent grants administrator that handles screening, valuation and disbursement. Funders receive quarterly reporting and an independent annual audit but do not direct the research agenda; final decisions on research priorities and technical direction rest with Ethlabs leadership. Research is published openly.

Ethereum Institutional

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

EthSystems

EthSystems is a for-profit engineering and research company building privacy and compliance technology intended to allow banks, asset managers and other regulated institutions to transact on Ethereum at scale without exposing sensitive information such as trade details or client identities. Its approach uses cryptographic methods, including zero-knowledge proofs, encrypted computation and privacy-focused networks built on Ethereum. It was founded by the team that built and led the Ethereum Foundation's Institutional Privacy Task Force, whose members have worked directly with central banks, regulators and financial institutions and whose backgrounds span the Ethereum Foundation, Goldman Sachs and Status. The company launched with a year of open-source work already published. Together with Ethlabs and Ethereum Institutional, EthSystems addresses the privacy and compliance layer of the emerging institutional ecosystem around Ethereum.

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

Regulatory Developments

Comprehensive federal digital asset market-structure legislation remained unfinished at September 30, 2026. On September 15, 2026, the Senate failed to invoke cloture on the motion to proceed to consideration of the Digital Asset Market Clarity Act ("CLARITY Act"), preventing the legislation from advancing at that stage. The proposed legislation seeks to establish a more comprehensive statutory framework for digital asset markets, including clearer allocation of regulatory responsibilities between the SEC and Commodity Futures Trading Commission ("CFTC"). Although the procedural vote did not foreclose further legislative action, it left the timing, scope and ultimate enactment of a comprehensive framework uncertain.

During the third quarter of 2026, U.S. agencies continued developing regulatory pathways for digital asset activity. On August 18, 2026, the SEC proposed Regulation Crypto Assets, which would establish offering exemptions and a disclosure framework for certain investment contracts involving crypto assets that are not themselves securities; the comment period closed on October 20, 2026. Regulation Crypto Assets is a proposal and may not be adopted, or may be adopted in a materially different form. The SEC exemptive order is limited by its terms and conditions, does not provide relief from the registration requirements of the Securities Act or from the Investment Company Act, and may be modified or withdrawn. On September 17, 2026, the CFTC submitted a pre-rule action titled 'Regulation Crypto Asset Transactions and Regulation Crypto Asset Markets' to the Office of Information and Regulatory Affairs for review and, on October 5, 2026, issued an advance notice of proposed rulemaking, with comments due December 14, 2026. The CFTC has not yet proposed rule text, and any rules the CFTC ultimately proposes or adopts may differ materially from the framework described in its advance notice. We cannot predict the timing or outcome of any of these regulatory actions or their effect on our business, the market for our common stock, or the digital assets we hold.

On September 17, 2026, the SEC issued a temporary, conditional exemptive order, which the SEC refers to as the 'Innovation Exemption,' that (i) exempts qualifying tokenized securities venues from the definition of 'exchange' under the Exchange Act to permit permissioned secondary trading of tokenized national market system ('NMS') stock through automated market makers and liquidity pools, and (ii) exempts certain liquidity providers in those pools from the definition of 'dealer.' The exemptions are effective through September 17, 2031, are subject to symbol and trading volume limits and other conditions, and may be modified by the SEC at any time.

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

Management believes that greater regulatory clarity could facilitate institutional participation in Ethereum-based financial activity. However, the potential benefits to Ethereum and the Company remain uncertain and will depend on the substance, timing and implementation of legislative and regulatory developments. Continued uncertainty could affect the availability and terms of custody, trading, staking and other onchain services used by the Company and its counterparties. We continue to assess the implications of regulatory developments for custody, staking, protocol participation, liquidity and potential strategic transactions. Changes in law, interpretation or implementation may affect the availability, cost or terms of our activities and those of our counterparties. There can be no assurance that greater regulatory clarity will be achieved, or that any such clarity, if achieved, will facilitate institutional participation or otherwise benefit Ethereum or the Company.

Affiliate Marketing

In December 2021, we acquired certain assets of FourCubed, including FourCubed's online casino gaming-focused affiliate marketing network, known as PAS.net ("PAS"). For more than 18 years, PAS has focused on delivering quality traffic and player acquisitions, retention and conversions to regulated and global casino gaming operator partners worldwide.

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

Capital Markets and Public Market Developments

$75 Million Registered Direct Offering

On June 22, 2026, the Company entered into a securities purchase agreement (the "Purchase Agreement") with an institutional investor (the "Investor") to sell in a registered direct offering (the "June 2026 Offering") an aggregate of 10,013,351 shares (the "Shares") of the Company's Common Stock, par value $0.0001 per share (the "Common Stock"). Under the Purchase Agreement, the Company also issued the Investor 10,013,351 warrants to purchase up to 10,013,351 shares of Common Stock (the "Warrants" and the shares underlying the Warrants, the "Warrant Shares"). Each Warrant has an exercise price of $8.15 per share, is immediately exercisable and will expire four years from the date of issuance. If the Warrants are fully exercised, the Company will receive approximately $81.6 million in additional aggregate gross proceeds. The price per unit was $7.49, and the gross proceeds from the June 2026 Offering, before deducting the placement agent fees and offering expenses, were approximately $75.0 million, with net proceeds of $73.3 million after deducting placement agent fees and offering expenses of $1.7 million, which were recorded in additional paid-in capital. The Offering closed on June 23, 2026. The Company intends to use the net proceeds received from the June 2026 Offering to acquire ETH, repurchase shares of Common Stock and general working capital purposes. The Warrants issued in the June 2026 Offering were classified as an equity instrument, valued at $28.5 million using the relative fair value method and recorded in additional paid-in capital. The remaining $46.5 million of the $75.0 million proceeds were allocated to Common Stock and also recorded in additional paid-in capital, see Note 8 - Warrants.

In connection with the Offering, on June 22, 2026, the Company entered into a placement agent agreement (the "Placement Agent Agreement") with A.G.P./Alliance Global Partners ("A.G.P."), as sole placement agent (the "Placement Agent"), pursuant to which the Company engaged the Placement Agent as exclusive placement agent in connection with the Offering. Under the Placement Agent Agreement, the Company paid the Placement Agent a cash fee equal to 2.0% of the aggregate gross proceeds from the Securities sold in the Offering.

At-The-Market ("ATM") Offerings

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

On May 30, 2025, we entered into a second ATM Sales Agreement (the "May 2025 ATM Sales Agreement") with A.G.P. relating to the sale of shares of our Common Stock from time to time, having an aggregate offering price of up to $1.0 billion (the "May 2025 ATM Offering"). On July 17, 2025, we entered into an Amendment to the May 2025 ATM Sales Agreement (the "Amendment") to (i) increase the number of shares that may be sold in the May 2025 ATM Offering to $6.0 billion; and (ii) to permit the forward sale of shares to be sold in the May 2025 ATM Offering pursuant to Master Forward Confirmation Letter Agreements.

Addition of Sales Agents to ATM Offering

On August 19, 2025, the Company entered into an Amended and Restated Sales Agreement (the "Amended and Restated ATM Sales Agreement") (which amended and restated the May 2025 ATM Sales Agreement) by and among the Company, A.G.P., Canaccord Genuity LLC ("Canaccord Genuity"), Societe Generale, B. Riley Securities, Inc. ("B. Riley"), and Citizens JMP Securities, LLC ("Citizens") to add Canaccord Genuity, Societe Generale, B. Riley, and Citizens as additional sales agents and to make certain conforming changes.

In line with management's efforts to dynamically implement prudent capital markets strategy, we elected not to conduct any sales under our ATM programs during the three and nine months ended September 30, 2026. See Note 7 - Equity for results from recently closed capital market offerings.

Meetings of Stockholders

April 2026 Annual Meeting of Stockholders

On April 10, 2026, Sharplink convened its 2026 Annual Meeting of Stockholders (the "Annual Meeting") virtually via live webcast. Only stockholders of record at the close of business on March 6, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 197,161,623 shares of the Company's Common Stock were outstanding and entitled to vote at the Annual Meeting. Based on the certified final voting results received from the Inspector of Election, present at the meeting or by proxy were holders of 109,754,580 shares of the Company's Common Stock, which represented approximately 56% of the voting power of all shares of Common Stock as of the record date and constituted a quorum for the transaction of business at the Annual Meeting. The stockholders of the Company voted and approved on the following three proposals at the Annual Meeting: 1) To elect Joseph Lubin, Joseph Chalom, Leslie Bernhard, Obie McKenzie, and Robert Gutkowski to serve as directors until the next annual meeting of stockholders or until their successors have been duly elected and qualified; 2) To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026; and 3) To approve, on an advisory basis, the compensation of the Company's named executive officers.

Other Matters

Russell Index Inclusion

Effective June 29, 2026, Sharplink was added to the Russell 2000 and Russell 3000 indexes as part of FTSE Russell's semi-annual reconstitution. Management views the inclusion as an external marker of the Company's increased public-market scale and expects it may broaden institutional visibility and index-linked participation; however, index inclusion does not assure any level of investment demand, trading liquidity or future performance.

Termination of Asset Management Agreements

On April 3, 2026, Sharplink entered into a mutual termination agreement (the "Galaxy Termination Agreement") with Galaxy Digital Capital Management LP ("Galaxy") in connection with the mutual termination of that certain asset management agreement by and between the Company and Galaxy, dated May 30, 2025, for certain discretionary investment management services with respect to the Company's purchase of ETH (the "Galaxy Asset Management Agreement"). Pursuant to the Galaxy Termination Agreement, the Galaxy Asset Management Agreement was terminated effective May 31, 2026.

On April 3, 2026, the Company also entered into a mutual termination agreement (the "ParaFi Termination Agreement" and together with the Galaxy Termination Agreement, the "Termination Agreements"), with ParaFi Capital LP ("ParaFi") in connection with the mutual termination of that certain asset management agreement between ParaFi and the Company, dated May 30, 2025, for certain discretionary investment management services with respect to the Company's purchase of ETH (the "ParaFi Asset Management Agreement", and, together with the Galaxy Asset Management Agreement, the "Asset Management Agreements").

Pursuant to the ParaFi Termination Agreement, the ParaFi Asset Management Agreement was terminated effective May 31, 2026. Neither the Company nor Galaxy or ParaFi shall have any remaining or future obligations or commitments to the other party under the Asset Management Agreements other than those amounts pursuant to the Termination Agreements. Further, the Company is not required to pay Galaxy or ParaFi any termination fees or penalties in connection with the mutual termination of the Asset Management Agreements. The decision to enter into the Termination Agreements reflects the Company's continued evolution, including the addition of internal asset management personnel, and was not the result of any disagreement with either Galaxy or ParaFi.

Adoption of Inducement Award Plan

On August 19, 2025, the Board of Directors (the "Board") of the Company, then known as SharpLink Gaming, Inc., adopted the SharpLink Gaming, Inc. Inducement Award Plan (the "Inducement Award Plan"). The Inducement Award Plan was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4) and will be administered by the Compensation Committee of the Board or the independent members of the Board. The Board reserved 3,000,000 shares of the Company's Common Stock for issuance under the Inducement Award Plan, 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. The Board also adopted a form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Time-Based Grant) (the "Inducement Time-Based RSU Grant Package") and a form of Restricted Stock Unit Agreement Notice of Restricted Stock Unit Grant (Performance-Based Grant) (the "Inducement Performance-Based RSU Grant Package") for use under the Inducement Award Plan.

2025 Share Repurchase Plan

On August 21, 2025, the Board approved a share repurchase program (the "2025 Repurchase Program") providing for the repurchase of up to $1.5 billion 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, accelerated share repurchases, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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 The Benchmark Company, LLC (the "Broker") whereby the Broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase shares of the Company's Common Stock in the open market pursuant to Rule 10b-18 of the Exchange Act. The Repurchase Agreement will remain in effect until terminated by either the Company or the Broker, with or without cause, upon written notice to the other party. The Company will pay the Broker a commission at a rate of $0.01 for each share of Common Stock repurchased pursuant to the Repurchase Agreement. During the nine months ended September 30, 2026, the Company repurchased 2,132,773 shares of its Common Stock for $10.0 million. No shares were repurchased during the three months ended September 30, 2026. As of September 30, 2026, approximately $1.46 billion remained available under the 2025 Repurchase Program. All repurchased shares are recorded as treasury stock.

Results of Operations (in thousands, except for percentages)

The following discussion compares the three and nine months ended September 30, 2026 with the corresponding periods in 2025. Our ETH Treasury Management activities began in June 2025. Changes in the size and composition of the treasury and in crypto asset prices affect comparability. The following table provides selected financial information for the periods presented:

		For the Three Months Ended September 30, 2026				For the Three Months Ended September 30, 2025				Change				% Change				For the Nine Months Ended September 30, 2026				For the Nine Months Ended September 30, 2025				Change				% Change
Revenue from staking		$	13,056			$	10,274			$	2,782				27.1	%		$	35,718			$	10,302			$	25,416				246.7	%
Revenue from affiliate marketing			400				570				(170	)			-29.8	%			1,324				1,980				(656	)			-33.1	%
Total revenue			13,456				10,844				2,612				24.1	%			37,042				12,282				24,760				201.6	%
Gains (losses) from operations
Realized gain on crypto assets, net			75,215				6,308				68,907				1,092.4	%			88,653				11,681				76,972				659.0	%
Unrealized gain (loss) on crypto assets at fair value, net			676,695				107,326				569,369				530.5	%			(150,971	)			104,889				(255,860	)			-243.9	%
Total gains (losses) from operations, net			751,910				113,634				638,276				561.7	%			(62,318	)			116,570				(178,888	)			-153.5	%
Operating expenses
Cost of revenues from affiliate marketing			280				431				(151	)			-35.0	%			970				1,529				(559	)			-36.6	%
Selling, general, and administrative expenses			11,013				12,024				(1,011	)			-8.4	%			29,954				15,523				14,431				93.0	%
Stock-based compensation, related party			-				131				(131	)			-100.0	%			-				16,510				(16,510	)			-100.0	%
Impairment of crypto assets at cost			1,040				6,950				(5,910	)			-85.0	%			268,803				94,763				174,040				183.7	%
Total operating expenses			12,333				19,536				(7,203	)			-36.9	%			299,727				128,325				171,402				133.6	%
Operating income (loss)			753,033				104,943				648,091				617.6	%			(325,003	)			527				(325,530	)			-61,770.4	%
Total other income			514				119				395				331.9	%			895				168				727				432.7	%
Net income (loss) before income taxes			753,547				105,062				648,486				617.2	%			(324,108	)			695				(324,803	)			-46,746.7	%
Income tax expense			(2,104	)			(792	)			(1,312	)			165.7	%			(4,284	)			(822	)			(3,462	)			421.2	%
Net income (loss)		$	751,443			$	104,270			$	647,174				620.7	%		$	(328,392	)		$	(127	)		$	(328,265	)			258,100.3	%

For the Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025

Revenue

For the three months ended September 30, 2026, total revenue increased $2,612 or 24.1% to $13,456 from $10,844 in the corresponding 2025 period. Revenue from staking increased $2,782 or 27.1% to $13,056 from $10,274 in the corresponding 2025 period and represented 97.0% of total revenue in the quarter. Affiliate Marketing revenue decreased $(170), or -29.8%, to $400 from $570 for the three months ended September 30, 2026 and 2025, respectively, partially offsetting the increase in staking revenue. The decline in affiliate marketing revenue reflected softer market conditions in the global iGaming industry, seasonality in which the summer months post lower activity and the loss of customers due primarily to evolving regulatory environments in certain foreign markets in which our affiliate marketing business operates.

Total Gains from Operations

For the three months ended September 30, 2026, realized gains on crypto assets, net, were $75,215, compared with $6,308 in the corresponding 2025 period. Unrealized gains on crypto assets at fair value, net, were $676,695, compared with $107,326 in the prior-year quarter. Total gains from these items increased $638,276 to $751,910 from $113,634, driven by ETH price recovery during the quarter, coupled with a realized gain on the redemption of LsETH and realized gain on the conversion of ETH to wstETH. The price of ETH was approximately $2,681 at September 30, 2026, compared with approximately $1,563 at June 30, 2026. Realized gains for the quarter included $55,638 from LsETH redemptions, $17,968 from staking ETH for wstETH and $1,690 from the contribution of wstETH to the Fund. Unrealized gains reflect changes in the fair value of crypto assets during the period and are not a reflection of an increase in cash. Realized gains reflect transactions involving crypto assets and may include non-cash exchanges or redemptions; they should not be equated with cash proceeds.

Total Operating Expenses

Total operating expenses decreased $(7,203) or -36.9%, to $12,333 for the three months ended September 30, 2026 from $19,536 in the corresponding 2025 period. Cost of affiliate marketing revenues decreased $(151) or -35.0%, to $280 from $431, consistent with lower affiliate marketing revenue. Selling, general and administrative expenses decreased $(1,011), or -8.4%, to $11,013 from $12,024. The decrease was primarily due to the elimination of $3,146 of asset manager fees following the termination of the Asset Management Agreements, partially offset by increases of $968 in salaries and benefits and $1,227 in stock-based compensation. Impairment losses on crypto assets carried at cost were the primary driver in the decrease in operating expenses, with a decrease of $(5,910), or -85.0%, to $1,040 from $6,950. These assets are measured at historical cost less cumulative impairment under ASC 350-30 rather than at fair value. Related-party stock-based compensation was zero, compared with $131 in the prior-year quarter.

Operating Income

Operating income was $753,033 for the three months ended September 30, 2026, compared with $104,943 in the corresponding 2025 period. The improvement primarily reflected the increase in net crypto asset gains, together with higher revenue and lower operating expenses. The principal driver was the $569,369 increase in unrealized gains on crypto assets at fair value, net.

Other Income, Income Taxes and Net Income

Total other income was $514 for the three months ended September 30, 2026, compared with $119 in the corresponding 2025 period, and consisted of $516 of interest income and $(2) of other expense. Income tax expense increased to $2,104 from $792. Net income was $751,443, compared with $104,270, an increase of $647,174 primarily reflecting the increase in net crypto asset realized and unrealized gains.

For the Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025

Revenue

For the nine months ended September 30, 2026, total revenue increased $24,760, or 201.6%, to $37,042 from $12,282 in the corresponding 2025 period. Revenue from staking increased $25,416, or 246.7%, to $35,718 from $10,302 and represented 96.4% of total revenue. The increase reflects a full nine months of ETH Treasury Management activity in 2026, compared with operations beginning in June 2025 in the prior-year period. Affiliate Marketing revenue decreased $(656), or -33.1%, to $1,324 from $1,980, partially offsetting the increase in staking revenue. The decline in affiliate marketing revenue reflected softer market conditions and customer losses associated with evolving regulatory environments in certain foreign markets in which the business operates.

Total Gains (Losses) from Operations

For the nine months ended September 30, 2026, realized gains on crypto assets, net, were $88,653 compared with $11,681 in the corresponding 2025 period, an increase of $76,972, resulting from realized gains on the redemptions of LsETH and realized gains on the conversion of ETH to wstETH and weETH. Unrealized losses on crypto assets at fair value, net, were $(150,971), compared with unrealized gains of $104,889 in the prior-year period, an adverse change of $(255,860). This change reflects ETH prices that were volatile during 2026 and ended the period lower, despite a third-quarter recovery, compared with rising ETH prices from the start of our ETH treasury strategy in June 2025 through September 30, 2025. Together, these items resulted in net losses of $(62,318), compared with net gains of $116,570, a decrease of $(178,888). The unrealized losses reflect changes in the fair value of crypto assets over the nine-month period; the third-quarter unrealized gains did not fully offset losses recorded earlier in 2026. These non-cash valuation changes do not themselves provide or use cash.

Total Operating Expenses

Total operating expenses increased $171,402, or 133.6%, to $299,727 for the nine months ended September 30, 2026 from $128,325 in the corresponding 2025 period. The increase was primarily attributable to impairment losses on crypto assets carried at cost, which increased $174,040 or 183.7%, to $268,803 from $94,763. Crypto assets carried at cost are measured at historical cost less cumulative impairment under ASC 350-30; subsequent price recoveries do not reverse previously recognized impairment losses. Selling, general and administrative expenses increased $14,431, or 93.0%, to $29,954 from $15,523, reflecting a full nine months of ETH Treasury Management activity in 2026. These increases were partially offset by the absence of related-party stock-based compensation, compared with $16,510 in the prior-year period, and a $(559), or -36.6%, decrease in cost of affiliate marketing revenues to $970 from $1,529.

Operating Income (Loss)

Operating loss was $(325,003) for the nine months ended September 30, 2026, compared with operating income of $527 in the corresponding 2025 period. The adverse change of $(325,530) primarily reflected the $(178,888) decrease in net realized and unrealized crypto asset results and the $171,402 increase in operating expenses, partially offset by the $24,760 increase in total revenue.

Other Income, Income Taxes and Net Loss

Total other income was $895 for the nine months ended September 30, 2026, compared with $168 in the corresponding 2025 period, and consisted of $897 of interest income and $(2) of other expense. Income tax expense increased $3,462 to $4,284 from $822. Net loss was $(328,392), compared with $(127), an increase in net loss of $(328,265), primarily reflecting unrealized crypto asset losses and higher impairment charges, partially offset by higher revenue and realized crypto asset gains.

Cash Flows (in thousands, except for percentages)

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

As of September 30, 2026, cash on hand was $47,902, a $19,363 increase when compared to cash on hand of $28,539 as of December 31, 2025. The increase was due to net proceeds of $73,331 raised from the registered direct offering completed in June 2026, netted against normal operating expenses, as well as ETH purchases of $16,110 and repurchases of our Common Stock of $10,022.

For the nine months ended September 30, 2026, net cash used in operating activities totaled $(25,091) compared to net cash used in operating activities of $(8,409) in the prior year. The change in the operating cash flows was largely attributable to cash used for normal operating expenses and payments of accounts payable, accrued expenses and prepaid expenses for the nine months ended September 30, 2026 as compared to the prior period. The increase also reflects a full nine months of ETH Treasury Management activity in 2026, compared with operations beginning in June 2025 in the prior-year period. Our staking rewards, rebates and protocol incentives are received in ETH or LSTs rather than cash and therefore do not contribute to operating cash flows.

For the nine months ended September 30, 2026, net cash used in our investing activities totaled $(14,927), a $2,889,595 decrease when compared to cash used in investing activities of $(2,904,522) for the same nine-month period in 2025. The decrease in net cash used in investing activities for the nine months ended September 30, 2026 versus 2025 was due primarily to our initial investment from the May 2025 PIPE and certain ATM proceeds to purchase $2,539,612 in crypto assets last year compared to $16,110 crypto assets purchased during the nine months ended September 30, 2026.

For the nine months ended September 30, 2026, net cash provided by financing activities was $59,381, a $2,863,186 decrease when compared to net cash provided by financing activities of $2,922,567 for the same nine-month period in 2025. Cash provided by financing activities during the first nine months of 2026 related to net proceeds of $73,331 from the registered direct offering completed in June 2026, netted against the repurchases of our Common Stock of $10,022 and cash paid for taxes related to net settlement of equity awards of $3,958. Cash provided by financing activities during the first nine months of 2025 related to proceeds from our ATM offering, private placements and the initial May 2025 PIPE investment.

Liquidity and Capital Resources (in thousands)

As of September 30, 2026, we had working capital of $43,037. For the three and nine months ended September 30, 2026, we had operating income of $753,033 and an operating loss of $(325,003), respectively, compared to operating income of $104,943 and $527 reported for the same three- and nine-month periods in 2025. Non-cash fair-value changes and impairment charges affect reported earnings but do not themselves provide or use cash.

Principal Sources of Liquidity

Our principal sources of liquidity are our cash and cash equivalents balances and proceeds from equity financing transactions, including our at-the-market offering facility under the Amended and Restated ATM Sales Agreement with A.G.P. We may also borrow U.S. dollars or specified digital assets under our Master Lender Agreement with FalconX Charlie Inc. and our Master Digital Currency Loan Agreement with Galaxy Digital LLC, although neither lender has an obligation to approve any request, borrowings must be secured by collateral and are subject to margin maintenance requirements, and no amounts had been borrowed under either agreement as of September 30, 2026 (see Note 11 - Commitments and Contingencies). Access to equity financing depends on market conditions and acceptable terms and is not assured. Sales of digital assets and conversion of rewards into cash may provide additional liquidity, subject to the restrictions described below.

Under our internal Treasury Reserve Policy, we use the vast majority of our cash, including cash generated from capital raising transactions, to acquire ETH, some of which are classified as indefinite-lived intangible assets. As of September 30, 2026 we held approximately $1,615,154 worth of ETH in crypto assets at fair value, all of which are unencumbered. As of September 30, 2026 we held approximately $481,958 worth of LsETH, weETH and wstETH in crypto assets at cost. As of November 2, 2026, we held approximately 895,117 in total ETH holdings, comprised of 603,953 in native ETH, 135,868 in ETH as-if-redeemed from LsETH, 73,601 in ETH as-if-redeemed from weETH and 81,695 in ETH as-if-redeemed from wstETH. Total ETH holdings include 8,054 wstETH that we contributed to the Galaxy Sharplink Onchain Yield Fund, LP (the "Fund"). Although these units are held by the Fund and are no longer in our custody, we include them because the contribution is part of our overall ETH treasury strategy and continues to give us economic exposure to ETH. As discussed further below, although our crypto assets are classified as non-current assets due to our long-term treasury management strategy, they represent a potential source of liquidity, subject to price volatility, validator exit and protocol withdrawal queues, and contractual restrictions, including the Linea minimum deployment requirement, the Lido holding requirement and the wstETH contributed to the Fund. Based on current Ethereum network conditions, we estimate that a material portion of our staked ETH could be withdrawn and converted to cash within approximately 30 days, and our entire staking portfolio within approximately 90 days. We believe this provides meaningful additional liquidity support beyond our cash and cash equivalents.

Short-Term and Long-Term Liquidity

Short-Term Liquidity - Our short-term liquidity needs include working capital requirements, anticipated capital expenditures, and contractual obligations due within the next 12 months. We expect that our cash and cash equivalents as of September 30, 2026, the use of a portion of proceeds earned from staking activities and redeemed for cash, and equity financings will be sufficient to satisfy these needs over the next twelve months. Although we do not anticipate needing to use our ETH to meet our short-term liquidity needs, to the extent necessary, we may seek to use proceeds from the sale of our ETH, and other tokens earned and received as rewards and incentives, to meet such needs. See "Availability of ETH for Liquidity" below and "Item 1A. Risk Factors" for additional information.

Long-Term Liquidity - Beyond the next 12 months, our cash requirements may include ongoing operations, contractual commitments, treasury deployments and strategic investments or mergers and acquisitions. Our ability to fund these requirements depends on operating cash flows, available liquid assets and access to financing on acceptable terms.

Availability of ETH for Liquidity - We do not believe we will need to sell or engage in other transactions with respect to any of our ETH within the next 12 months to meet our liquidity needs, although we may from time to time sell or engage in other transactions with respect to our ETH, and other tokens earned and received as rewards and incentives, as part of treasury management operations, as noted above. The ETH market historically has been characterized by significant volatility in its price, limited liquidity and trading volumes compared to sovereign currency markets, relative anonymity, a developing regulatory landscape, susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of instability in the ETH market, we may not be able to sell our ETH at reasonable prices or at all. As a result, our ETH are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. In addition, upon sale of our ETH, we may incur additional taxes related to any realized gains or we may incur capital losses as to which the tax deduction may be limited. See "Item 1A. Risk Factors" for additional information.

As part of our treasury management operations and our internal Treasury Reserve Policy, we may from time to time sell or engage in other transactions with respect to our ETH and other tokens earned or received as rewards and incentives, as noted above. We may also elect to pledge a portion of our ETH as collateral to raise capital through select loan transactions when management determines that the terms are appropriate and consistent with our treasury strategy. Any such borrowing may be subject to collateral maintenance requirements and could require us to post additional collateral or repay amounts if the value of the pledged ETH declines; if we fail to satisfy our obligations, a lender may liquidate or otherwise exercise remedies against the pledged ETH. The ETH market historically has been characterized by significant price volatility, limited liquidity and trading volumes compared with sovereign currency markets, relative anonymity, a developing regulatory landscape, susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and permissionless decentralized network. During times of instability in the ETH market, we may not be able to sell our ETH at reasonable prices or at all, and financing secured by ETH may be unavailable or available only on unfavorable terms. Validator withdrawal queues, protocol redemption mechanics, bridge availability, receipt-token market volume and depth and Fund withdrawal restrictions may delay access to assets. As a result, our ETH holdings and related investments are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. In addition, upon a sale of our ETH, we may incur additional taxes related to any realized gains or capital losses for which the tax deduction may be limited. See "Item 1A. Risk Factors" for additional information.

Off-Balance Sheet Arrangements

As of September 30, 2026, our only off-balance sheet arrangement was our limited partnership interest in the Galaxy Sharplink Onchain Yield Fund, LP. The Fund's borrowings are secured by ETH-related collateral contributed by the Company, and the Company may be required to contribute additional collateral to the Fund. Our maximum exposure to loss is limited to the carrying value of our investment in the Fund, which was $24.8 million as of September 30, 2026, and any additional collateral we may be required to contribute. Other than our interest in the Fund, we have no off-balance sheet arrangements, including structured finance or special purpose entities, that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Material Cash Requirements and Other Commitments

Our cash requirements include operating expenses, working capital, taxes, capital expenditures and contractual commitments, including commitments relating to the Fund and ecosystem initiatives. Assets committed to protocols or investment vehicles may not be available to meet near-term cash requirements. See Note 11 - Commitments and Contingencies.

On August 7, 2026, the Company and Galaxy Digital executed definitive agreements establishing a $125.0 million institutional investment vehicle designed to deploy ETH into professionally managed onchain yield strategies by investing in blockchain-based liquidity protocols and related digital-asset opportunities. The Company's capital commitments consist of $100.0 million of capital, in the form of crypto assets. The Company's capital commitment of $100.0 million funds borrowings of the Fund secured by ETH-related collateral contributed by the Company; the Company is not required to fund capital calls in cash. On August 28, 2026, the Fund called $11.2 million of the Company's commitment, which was satisfied with proceeds of Fund borrowings secured by the 8,054 wstETH the Company contributed on August 31, 2026.

No capital or collateral calls were outstanding as of September 30, 2026.

Inflation

Our opinion is that inflation did not have a material effect on our operations for the three and nine months ended September 30, 2026.

Climate Change

Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. 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. This ASU did not have an impact on the Company's financial statements or its related footnote 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 is currently evaluating the impact that the adoption of these standards will have on its condensed consolidated financial statements and disclosures.

In September 2025, the FASB issued Accounting Standards Update No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The amendments are effective for the Company's annual and interim reporting periods beginning January 1, 2027, with early adoption permitted. The Company is evaluating the amendments, including their application to the Company's staking, liquid staking and incentive arrangements. Based on its current arrangements, the Company does not expect adoption to have a material effect on its condensed consolidated financial statements or related disclosures.

In December 2025, the FASB issued Accounting Standards Update No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments clarify the applicability of Topic 270, provide a comprehensive listing of interim disclosures required by generally accepted accounting principles and establish a principle for disclosing events occurring since the end of the most recent annual reporting period that have a material effect on an entity. The amendments are effective for the Company's interim reporting periods within the annual reporting period beginning January 1, 2028, with early adoption permitted. The Company is evaluating the effects of adoption and currently expects the amendments to affect primarily its interim disclosure processes and related controls.