SharpLink Gaming, Inc. (Form: 8-K, Received: 10/21/2025 08:16:24)

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): October 21, 2025

SHARPLINK GAMING, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41962

87-4752260

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

333 Washington Avenue North, Suite 104, Minneapolis, Minnesota		55402
(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 ☐

If 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 7.01 Regulation FD Disclosure.

On October 21, 2025, SharpLink Gaming, Inc. (the “Company”) issued a press release announcing the Company’s ETH holdings to date and gross proceeds from the registered direct offering that closed on October 17, 2025 (the “Registered Direct”). The press release is attached as Exhibit 99.1 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 99.1 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 Securities Exchange Act of 1934, as amended (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 8.01 Other Events.

ETH Update

During the period from October 17, 2025 through October 19, 2025, the Company acquired 19,271 ETH for an aggregate purchase price of approximately $75 million (inclusive of fees and expenses) at a weighted average purchase price per ETH of $3,892 (inclusive of fees and expenses). The purchases were made using the proceeds the Company received from the Registered Direct as described herein. The Company engages in staking activities with respect to its ETH (“ETH Holdings”). As of October 19, 2025, substantially all of the ETH Holdings were deployed in staking, including through liquid staking (“LsETH”). As of October 19, 2025, the Company’s aggregate ETH Holdings were 859,853, of which 601,143 of the total ETH Holdings are native ETH and 258,710 ETH as-if redeemed from LsETH. As of October 19, 2025, the Company has generated 5,671 ETH staking rewards, since launching its ETH treasury strategy on June 2, 2025. Total staking rewards are comprised of 2,237 native staking rewards and 3,434 as-if redeemed LsETH staking rewards. All references herein to “as-if redeemed LsETH” represents ETH as-if redeemed from LsETH on October 19, 2025 based on the LsETH conversion factor at midnight UTC on that date. We note that aspects of our staking activities may be subject to government regulation and guidance subject to change.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated October 21, 2025
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: October 21, 2025	SHARPLINK GAMING, INC.

	/s/ Rob Phythian
	Rob Phythian
	Co-Chief Executive Officer

Exhibit 99.1

SharpLink Reports Total ETH Holdings Rise to 859,853 as of October 19, 2025; Total ETH and Cash Holdings of $3.5 Billion

Minneapolis, MN – October 21, 2025 — SharpLink Gaming, 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 announced that as of October 19, 2025, SharpLink’s total ETH holdings increased to 859,853¹, reflecting the Company’s continued commitment to strengthening its balance sheet through the accumulation of ETH. In addition, on October 17, 2025, the Company raised gross proceeds of $76.5 million, before factoring placement agent fees and other related expenses.

“Our top priority remains creating value for shareholders through disciplined execution and a relentless focus on accretive ETH accumulation,” stated Joseph Chalom, SharpLink’s Co-CEO. “The capital raise completed last week was executed at a premium to NAV. Shortly thereafter, we took advantage of attractive market conditions to acquire ETH at prices lower than when we raised the capital. This sequence was immediately accretive to shareholders and showcases the precision of our strategy.”

Key Highlights for the Week Ending October 19, 2025:

	●	Purchased 19,271 ETH at a cost average of $3,892 per ETH
	●	Total ETH holdings increased to 859,853¹
	●	Total staking rewards climbed to 5,671 since launching our treasury strategy on June 2, 2025²
	●	ETH Concentration⁴ increased to 4.0, up 100% since June 2, 2025
	●	Approximately $36.4 million in cash and equivalents on hand

Weekly ETH and Capital Summary

Reflected in 000’s)	10/19/25
Beginning Balance		840.1
ETH Acquired		19.3
ETH Staking Rewards³		0.5
Ending Balance		859.9

Avg ETH Purchase Price	$	3,892
ETH Concentration⁴		4.0
Shares Issued (m)		4.5
Gross Proceeds ($m)	$	76.5

¹Total ETH holdings are comprised of 601,143 native ETH and 258,710 ETH as-if redeemed from LsETH.

² Total staking rewards are comprised of 2,237 native staking rewards and 3,434 as-if redeemed LsETH staking rewards.

³Staking rewards earned for the week ending October 19, 2025 are comprised of 326.4 native staking rewards and 132.5 as-if redeemed LsETH staking rewards.

⁴To enhance transparency into the Company’s yield performance, SharpLink tracks a reporting metric called “ETH Concentration.” 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.

All references herein to “as-if redeemed LsETH” represents ETH as-if redeemed from LsETH on October 19, 2025 based on the LsETH conversion factor at midnight UTC on that date.

About SharpLink Gaming, Inc.

Headquartered in Minneapolis, Minnesota, SharpLink Gaming, Inc. (Nasdaq: SBET) is one of the world’s largest publicly traded companies to adopt ETH as its primary treasury reserve asset – a move that aligns the Company with the future of digital capital and gives investors direct exposure to Ethereum, the world’s leading smart-contract platform and second largest digital asset. 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 other statements accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. 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 shares of SharpLink’s common stock, if any, in the open market 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, 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, entities are generally required to measure certain digital intangible 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 that are considered digital intangible 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 digital intangible assets below the cost value at which the Company’s digital intangible assets are carried on its balance sheet. 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