Form 8-K

8-K — Sharplink, Inc.

Accession: 0001493152-26-022140

Filed: 2026-05-11

Period: 2026-05-11

CIK: 0001981535

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

GRAPHIC (ex99-1_001.jpg)

GRAPHIC (ex99-2_001.jpg)

GRAPHIC (ex99-2_002.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001981535

2026-05-11

iso4217:USD

xbrli:shares

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 11, 2026

SHARPLINK,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41962

87-4752260

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

200

S. Biscayne Boulevard, Floor 20, Miami, Florida

33131

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

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

Not

Applicable

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

symbol

Name

of each exchange on which registered

Common

Stock, $0.0001 per share

SBET

The

Nasdaq Stock Market, LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02. Results of Operations and Financial Condition.

May 11, 2026, Sharplink, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended

March 31, 2026. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated

herein by reference.

The

information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,

as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item

7.01 Regulation FD Disclosure.

May 11, 2026, the Company also issued a press release announcing the Company’s entrance into a non-binding planned formation of

the Galaxy Sharplink Onchain Yield Fund, LP, a private investment vehicle. The press release is attached as Exhibit 99.2 to this Current

Report on Form 8-K and incorporated into this item 7.01 by reference.

The

information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.2 is being furnished

to the U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange

Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing

under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference

in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release, dated May 11, 2026

99.2

Press Release, dated May 11, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

May

11, 2026

SHARPLINK,

INC.

/s/

Joseph Chalom

Joseph

Chalom

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Sharplink

Reports First Quarter 2026 Financial and Operating Results; Now Holds 872,984 ETH in Treasury

Total

Staking Rewards Since Inception Increase to 18,800 ETH as of May 4, 2026

Continues

to Expand ETH Productivity Through Active Treasury

Management

and Onchain Deployments

MIAMI,

FL — May 11, 2026 — Sharplink, Inc. (Nasdaq: SBET) (“Sharplink” or the “Company”), one of

the world’s largest corporate holders of Ether (“ETH”) and prominent industry advocate of Ethereum adoption, today

reported financial and operating results for the three months ended March 31, 2026.

“Generating

risk-adjusted, ETH-denominated returns through active treasury management is the foundation of everything we do at Sharplink,”

said Joseph Chalom, Chief Executive Officer of Sharplink. “During the quarter, we deployed our ETH capital with discipline, internalized

the majority of our asset management platform, and have moved beyond foundational staking into a broader set of onchain opportunities.

With a growing permanent capital base and a comprehensive risk-management framework, we have built a platform designed to provide shareholder

value across market cycles.”

“We

were incredibly excited to announce plans to launch the Galaxy Sharplink Onchain Yield Fund. Through our partnership with Galaxy Digital,

we are deploying ETH capital through institutional-grade strategies to provide long-term liquidity to high-quality protocols while generating

returns for our shareholders. This is just one important example of a robust pipeline of ETH productivity opportunities,” added

Chalom.

First

Quarter 2026 Highlights

Income

Statement and Balance Sheet

● Total

revenue increased materially to $12.1 million in Q1 2026, compared to $0.7 million for the

three months ended March 31, 2025. The increase was primarily driven by the continued success

of Sharplink’s actively managed ETH treasury strategy, which was launched on June 2,

2025.

● SG&A

expenses were $9.9 million for the three months ended March 31, 2026, compared to $1.1 million

in the prior year’s first quarter. The increase was primarily due to expenditures for

investments in infrastructure, talent and systems required to scale and actively manage Sharplink’s

institutional-grade ETH treasury platform.

● Net

loss was $685.6 million in Q1 2026, compared to $1.0 million for the three months ended March

31, 2025. The increase in net loss was primarily driven by non-cash unrealized losses and

impairments offset by net realized gains.

○ Unrealized

loss: $506.7 million due to ETH market conditions in the first quarter of 2026.

○ LsETH

impairment charge: $191.7 million.

○ Net

realized gain: $12.0 million from ETH-to-LsETH conversions and redemptions and incentives

and rebates.

○ Unrealized

losses and impairment charges reflect US GAAP accounting treatment and do not represent realized

economic losses on ETH holdings nor reduce the number of ETH held by the Company.

● Cash

and cash equivalents totaled $16.9 million as of March 31, 2026, compared to $28.5 million

as of December 31, 2025.

Joseph

Lubin, Sharplink Chairman, Founder and CEO of Consensys and Co-Founder of Ethereum, noted, “What we are witnessing is the continued

maturation of Ethereum into a programmable financial infrastructure, powering a new class of global markets built on transparency, composability

and trust minimization. Institutional adoption continues to accelerate as leading financial organizations build directly on Ethereum

across stablecoins, tokenized assets and decentralized finance, reinforcing its position as the dominant settlement layer for onchain

economic activity. With ongoing advancements across Layer 2 scalability, security and network resilience, Ethereum is evolving into a

high-performance coordination layer for a rapidly expanding digital economy. We believe Sharplink is uniquely positioned to translate

that growth into long-term shareholder value.”

Ethereum

Treasury and Operational Highlights

● The

Company’s ETH holdings totaled approximately 870,821 ETH1 as of March

31, 2026, increasing to 872,984 ETH2 as of May 4, 2026.

● Crypto

assets totaled approximately $1.7 billion as of March 31, 2026 valued on a U.S. GAAP basis.

● ETH

per share (“ETH Concentration”)3 has more than doubled since the

inception of Sharplink’s Ethereum treasury strategy in June 2025 from 2.0 to 4.02.

● Since

June 2025, Sharplink has generated 18,800 ETH (on an as-if redeemed basis for LsETH and weETH)

in total staking rewards through both native and liquid staking programs.

● The

Company has transitioned the majority of its ETH treasury management in-house, leveraging

its institutional-grade team to source and execute ETH productivity opportunities to enhance

yield and long-term ETH per share accretion.

● On

May 9, 2026, Sharplink entered into a non-binding Memorandum of Understanding with Galaxy

Digital, subjective to definitive agreement, to establish the Galaxy Sharplink Onchain Yield

Fund, an approximate $125 million initiative designed to deploy capital into selective onchain

opportunities capable of generating strong risk-adjusted returns while providing critical

liquidity to emerging protocols.

Conference

Call Details

Sharplink’s

leadership will host a conference call followed by a question-and-answer period this morning, Monday, May 11, 2026, beginning at 8:30

AM ET. Please use one of the following methods to access the call:

● Date:

Monday, May 11, 2026

● Time:

8:30 A.M. Eastern Time

● Toll-free

dial-in number: (877) 407-2988

● International

dial-in number: (201) 389-0923

● Webcast:

Sharplink’s Q1 2026 Earnings Call

Participants

can also access the Company’s earnings call using the call me option here for instant telephone access to the event, which will

be active 15 minutes before the scheduled start time.

1 Total ETH holdings held as of March 31, 2026, were comprised of 589,305 native ETH, 209,361 ETH as-if redeemed from LsETH and 72,155

ETH as-if redeemed from WeETH.

2 Total ETH holdings held as of May 4, 2026, were comprised of 590,823 native ETH, 209,789 ETH as-if redeemed from LsETH and 72,372 ETH

as-if redeemed from WeETH.

3 To enhance transparency into the Company’s yield performance, Sharplink tracks a reporting metric called “ETH Concentration,”

which is also referred to as “ETH per share.” This metric is calculated by dividing the number of ETH, including the as-if

redeemed LsETH, Sharplink holds by each 1,000 assumed diluted shares issued and outstanding (“Assumed Diluted Shares Outstanding”).

Assumed Diluted Shares Outstanding represents the sum of (i) Sharplink’s actual shares of common stock issued and outstanding as of the

end of each reporting period, inclusive of disclosed ATM sales, plus (ii) the additional shares that would be issued upon the assumed

exercise or settlement of all outstanding warrants, pre-funded warrants, stock option awards, and restricted stock units. Notably, Assumed

Diluted Shares Outstanding is not calculated using the treasury stock method. It does not account for equity award vesting conditions,

stock option exercise prices, or contractual restrictions limiting the convertibility of debt instruments. Additionally, it excludes

any assumed share repurchases that would ordinarily be considered under the treasury stock method. Cash-converted basis assumes full

cash deployment into ETH at week-ending closing price.

telephonic replay will be available approximately three hours after the conference call concludes through Monday, May 25, 2026.

● Toll-free

replay number: (877) 660-6853

● International

replay number: (201) 612-7415

● Replay

ID: 13759980

link to the live webcast and replay will also be available at https://www.sharplink.com/investors.

For

more detailed information, please refer to the Quarterly Report on Form 10-Q for the three months ended March 31, 2026 filed with the

U.S. Securities and Exchange Commission, and accessible at www.sec.gov or on SharpLink’s website found at www.sharplink.com.

About

Sharplink, Inc.

Sharplink

is a leading institutional-grade Ethereum treasury platform designed to give public market investors smarter, more productive exposure

to ETH. Ethereum underpins the majority of global stablecoin, tokenized real-world assets and decentralized finance settlement, making

ETH a unique native yield generation and long-term network growth opportunity. In addition to its Ethereum treasury platform, Sharplink

operates an online affiliate marketing business. Sharplink was founded in 2019 and is headquartered in Miami, Florida. Learn more at

www.sharplink.com.

Forward-Looking

Statement

Statements

in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not

historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform

Act of 1995, and these forward-looking statements are subject to various risks and uncertainties. Such statements include, but are not

limited to, goals and expectations regarding the Company’s strategy and potential partnerships, and other statements accompanied

by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,”

“projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,”

“potential” or similar words, but the absence of these words does not mean that a statement is not forward-looking. Actual

results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation,

the Company’s ability to repurchase additional shares of Sharplink’s common stock through its stock repurchase program, potential

use of the Company’s ATM facility, the Company’s ability to achieve profitable operations, fluctuations in the market price

of ETH that will impact the Company’s accounting and financial reporting (see accounting rules discussed below), government regulation

of cryptocurrencies and online betting, risks related to the launch and operation of the Galaxy Sharplink Onchain Yield Fund (the “Fund”),

including the risk that the Fund may not launch on the anticipated timeline or at all, that commitments may not be funded, that the Fund

may not achieve its investment objectives and that the Fund’s strategies may result in losses, changes in securities laws or regulations,

customer acceptance of new products and services, the demand for its products and its customers’ economic condition, the impact

of competitive products and pricing, the lengthy sales cycle, proprietary rights of the Company, changes in applicable laws or regulations,

and its competitors, general economic conditions and other risk factors detailed in the Company’s annual report and other filings

with the SEC. Under U.S. generally accepted accounting principles (“GAAP”), entities are generally required to measure certain

crypto assets at fair value, with changes reflected in net income each reporting period. Changes in the fair value of crypto assets could

result in significant fluctuations to the balance sheet and income statement results. Additionally, for other certain types of crypto

assets, the Company uses the historical costs less impairment model. This model may require the Company to record an associated impairment

charge reflected in net income as a result of a decrease in the market price of the crypto assets below the cost value at which the Company’s

crypto assets are carried on its balance sheet. In addition, certain metrics in this release, including “ETH Concentration,”

“ETH per share” and “Assumed Diluted Shares Outstanding” are KPI measures and should not be considered substitutes

for GAAP financial measures. Any forward-looking statements contained in this press release speak only as of the date hereof, and the

Company does not undertake any responsibility to update the forward-looking statements in this press release.

CONTACT:

Sharplink’s

Investor Relations Contact:

Sean Mansouri, CFA or Aaron D’Souza | Elevate IR

Phone: (720) 330-2829

Email: ir@sharplink.com

Sharplink’s

Media Contact:

Email: media@sharplink.com

SHARPLINK,

INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

(In

thousands, except share and per share data)

March 31, 2026

December 31, 2025

(unaudited)

Assets

Current Assets

Cash

$ 16,875

$ 28,539

USDC stablecoin

1,882

Accounts receivable, net of allowance for credit losses of $0

461

221

Prepaid expenses and other current assets

689

329

Current assets from discontinued operations

182

Total current assets

18,025

31,153

Crypto assets at fair value

1,239,140

1,899,683

Crypto assets at cost

486,852

500,912

Equipment, net

Intangible assets, net

Total assets

$ 1,744,038

$ 2,431,766

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable and accrued expenses

4,243

12,748

Current liabilities from discontinued operations

$ -

$ 1

Total current liabilities

4,243

12,749

Total liabilities

4,243

12,749

Commitments and Contingencies (Note 10)

Stockholders’ Equity

Series A-1 preferred stock, $0.0001 par value; authorized shares: 260,000; issued and outstanding shares: 0

Series B preferred stock, $0.0001 par value; authorized shares: 370,000; issued and outstanding shares: 0

Common stock, $0.0001 par value; authorized shares 2,500,000,000 and 100,000,000; issued 201,063,967 and 200,584,713, respectively; outstanding shares: 199,125,509 and 198,646,255 respectively

Treasury stock, 1,938,458 of common stock at cost

(31,721 )

Additional paid-in capital

3,268,259

3,263,114

Accumulated deficit

(1,496,763 )

(812,396 )

Total stockholders’ equity

1,739,795

2,419,017

Total liabilities and stockholders’ equity

$ 1,744,038

$ 2,431,766

See

accompanying notes to these condensed consolidated financial statements

SHARPLINK,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(In

thousands, except share and per share data)

For the Three Months Ended March 31,

2026

2025

Revenue from staking

$ 11,501

$ -

Revenue from affiliate marketing

557

742

Total revenue

12,058

742

Gains and (losses) from operations

Realized gain on crypto assets, net

12,005

Unrealized loss on crypto assets at fair value, net

(506,664 )

Total losses from operations, net

(494,659 )

Operating expenses

Cost of revenues from affiliate marketing

432

610

Selling, general, and administrative expenses

9,876

1,058

Impairment of crypto assets at cost

191,670

Total operating expenses

201,978

1,668

Operating loss

(684,579 )

(926 )

Other income (expense)

Interest income

203

Other expense

(2 )

Total other income, net

201

Net loss before income taxes

(684,378 )

(914 )

Income tax expense

(1,183 )

(3 )

Net loss from continuing operations

(685,561 )

(917 )

Net loss from discontinued operations, net of tax

(58 )

Net loss

$ (685,561 )

$ (975 )

Numerator for net loss per share - basic and diluted:

Net loss from continuing operations

$ (685,561 )

$ (917 )

Net loss from discontinued operations

(58 )

Net loss

$ (685,561 )

$ (975 )

Denominator for net loss per share - basic and diluted:

Basic and diluted weighted average shares for continuing and discontinued operations

210,865,894

531,226

Net loss per share - basic and diluted

Net loss from continuing operations per share - basic and diluted

$ (3.25 )

$ (1.73 )

Net loss from discontinued operations per share – basic and diluted

(0.11 )

Net loss per share - basic and diluted

$ (3.25 )

$ (1.84 )

See

accompanying notes to these condensed consolidated financial statements

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit

99.2

Galaxy

and Sharplink Plan to Launch First of its Kind, Institutional Onchain Yield Fund with $125 Million in Commitments

Proposed

partnership designed to make Sharplink’s Ethereum treasury even more productive in institutional onchain yield fund managed by

Galaxy

NEW

YORK — May 11, 2026 — Galaxy Digital Inc. (Nasdaq: GLXY) and Sharplink Inc. (Nasdaq: SBET) today announced their entry

into a non-binding memorandum of understanding, subject to definitive documentation, regarding the formation of the Galaxy Sharplink

Onchain Yield Fund, LP, (the “Fund”), a private investment vehicle that will deploy capital across decentralized finance

liquidity protocols and other onchain yield-generating strategies. Galaxy will serve as investment manager.

The

Fund, planned to launch in the coming weeks, will receive commitments totaling $125 million, consisting of $100 million from Sharplink’s

staked Ethereum treasury and $25 million from Galaxy.

The

Fund will pursue a strategy designed to capture high-yielding opportunities in blockchain-based financial markets by allocating to promising

applications. The structure is built to allow Sharplink to preserve its core Ethereum exposure while putting balance-sheet capital to

productive use — extending the role of digital asset treasuries beyond passive holding and into actively managed onchain strategies.

Protocol

selection, exposure sizing, and ongoing monitoring are governed by Galaxy’s institutional research and risk management framework

— the same discipline applied across the firm’s lending, trading, and asset management businesses, and a defining feature

of how Galaxy has operated onchain across multiple market cycles. Galaxy has been actively deploying hundreds of millions of dollars

of capital onchain since 2020 and is among the largest publicly traded companies actively allocating to onchain strategies today.

“Institutional

capital is moving onchain, and the infrastructure to support it has matured to a point where allocators can access yield, liquidity,

and risk management with the same rigor they expect in traditional markets,” said Mike Novogratz, Founder and CEO of Galaxy. “Sharplink

has built one of the most significant Ethereum treasuries among public companies, and we’re proud to partner with them to put that

capital to work in a strategy designed to compound their core position.”

Sharplink

CEO Joseph Chalom said, “Sharplink’s strategy has always been to make our ETH maximally productive while upholding the highest

standard of risk management. This fund is the clearest expression of that conviction. By partnering with Galaxy to deploy a portion of

our staked Ethereum treasury into institutional onchain yield strategies, we aim to compound our treasury while contributing to the deepening

of the onchain financial ecosystem. Galaxy’s institutional infrastructure and Sharplink’s treasury scale are a natural fit.

This partnership will prove to be a direct demonstration of what it looks like when public company capital meets onchain finance with

discipline and institutional standards.”

“The

structure of this fund reflects Sharplink’s ideal framework for active capital allocation,” added Matthew Sheffield, Sharplink’s

Chief Investment Officer. “We aim to preserve our core staked Ethereum exposure while generating excess returns that accrues back

to our shareholders. Galaxy’s research, investment diligence and risk management infrastructure demonstrated a rigorous commitment

to the institutional standards Sharplink embodies. This marks an extension of our treasury strategy into more active strategies, aimed

at providing sustainable term structures to great projects. Generating yield while aiming to be a positive force in the ecosystem continues

to be our goal.”

About

Galaxy

Digital Inc. (Nasdaq: GLXY) is a global leader in digital assets and data center infrastructure, delivering solutions that accelerate

progress in finance and artificial intelligence. Our digital assets platform offers institutional access to trading, advisory, asset

management, staking, self-custody, and tokenization technology. In addition, we develop and operate cutting-edge data center infrastructure

to power AI and HPC workloads. Our 1.6 GW Helios campus in Texas positions Galaxy among the largest and fastest-growing data center developers

in North America. The Company is headquartered in New York City, with offices across North America, Europe, the Middle East, and Asia.

Additional information about Galaxy’s businesses and products is available on www.galaxy.com.

About

Sharplink

is a leading institutional-grade Ethereum treasury platform designed to give public market investors smarter, more productive exposure

to ETH. Ethereum underpins the majority of global stablecoin, tokenized real-world assets and decentralized finance settlement, making

ETH a unique native yield generation and long-term network growth opportunity. In addition to its Ethereum treasury platform, Sharplink

operates an online affiliate marketing business. Sharplink was founded in 2019 and is headquartered in Miami, Florida. Learn more at

www.sharplink.com.

CAUTION

ABOUT FORWARD-LOOKING STATEMENTS

The

information in this document may contain “forward-looking statements” within the meaning of Section 27A of the Securities

Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended and “forward-looking

information” under Canadian securities laws (collectively, “forward-looking statements”). Our forward-looking statements

include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or

strategies regarding the future, including with respect to the formation, launch, investment strategy, expected returns and operation

of the Fund. Statements that are not historical facts, including statements about the Fund, its anticipated investment strategy, expected

commitments, targeted yield opportunities, and onchain business, are forward-looking statements. In addition, any statements that refer

to estimates, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,

are forward-looking statements. The words “aim,” “anticipate,” “believe,” “continue,”

“could,” “design,” “estimate,” “expect,” “forecast,” “intend,”

“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”

“seek” “should,” “would” and similar expressions may identify forward-looking statements, but the

absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this document

are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account

information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions

that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks include, but are not limited to: (1) risks related to our blockchain infrastructure and staking business; (2) any delay or

failure in successfully integrating the acquired company; (3) changes in applicable laws or regulations, including laws and regulations

applicable to digital assets, decentralized finance protocols, staking, and onchain yield strategies; (4) the possibility that the Company

may be adversely affected by other economic, business, and/or competitive factors; (5) changes or events that impact the cryptocurrency

and AI/HPC industry, including potential regulation, that are out of our control; (6) the risk that our business will not grow in line

with our expectations or continue on its current trajectory; (7) the possibility that our addressable market is smaller than we have

anticipated and/or that we may not gain share of it; (8) any delay or failure to consummate the business mandates or achieve its business

pipeline goals; (9) liquidity or economic conditions impacting our business; (10) technological challenges, cyber incidents or exploits;

(11) risks related to the formation, launch and operation of the Fund, including the risk that the Fund may not launch on the anticipated

timeline or at all, that commitments may not be funded, that the Fund may not achieve its investment objectives, and that the Fund’s

strategies may result in losses; (12) risks related to decentralized finance protocols, including smart contract vulnerabilities, protocol

failures, liquidity risks, impermanent loss, governance risks, regulatory uncertainty, and the potential for total loss of capital deployed

onchain; (13) risks related to the volatility of digital asset prices, including Ethereum, which may materially and adversely affect

the value of the Fund’s holdings and Sharplink’s treasury; (14) counterparty, custodial, and operational risks associated

with onchain transactions and decentralized finance protocols; and (15) those other risks contained in filings we make with the Securities

and Exchange Commission (the “SEC”) from time to time, including in our Quarterly Report on Form 10-Q, available at www.sec.gov.

Factors that could cause actual results to differ materially from those described in such forward-looking statements include, but are

not limited to, a decline in the digital asset market or general economic conditions; a delay or failure in developing infrastructure

for our business or our businesses achieving our mandates; delays in integration of the acquired business; changes in applicable law

or regulation and adverse regulatory developments; smart contract exploits or failures in decentralized finance protocols in which the

Fund invests; and changes in the price of Ethereum or other digital assets that materially affect the value of Sharplink’s treasury

or the Fund’s holdings. Should one or more of these risks or uncertainties materialize, they could cause our actual results to

differ materially from the forward-looking statements. Except as required by law, we assume no obligation to update or revise any forward-looking

statements whether as a result of new information, future events or otherwise, or to update the reasons if actual results differ materially

from those anticipated in the forward-looking statements. You should not take any statement regarding past trends or activities as a

representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.

CONTACTS

AT GALAXY

Investor Relations

Contact

Media Relations

Contact

Jonathan Goldowsky

Michael Wursthorn

Investor.Relations@galaxy.com

media@galaxy.com

CONTACTS

AT SHARPLINK, INC.

Investor

Relations Contact

Sean

Mansouri, CFA or Aaron D’Souza | Elevate IR

Phone:

(720) 330-2829

Email:

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v3.26.1

Cover

May 11, 2026

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May 11, 2026

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Entity Registrant Name

SHARPLINK,

INC.

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0001981535

Entity Tax Identification Number

87-4752260

Entity Incorporation, State or Country Code

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200

S. Biscayne Boulevard

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Floor 20

Entity Address, City or Town

Miami

Entity Address, State or Province

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33131

City Area Code

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Local Phone Number

293-0619

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