NASDAQ: SBET

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 which are licensed to operate in each respective
state.

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.

decision to accumulate ETH as a core treasury asset is grounded in a forward-looking view of the evolving global financial ecosystem.
We believe Ethereum’s unparalleled programmability, security and active developer ecosystem position it as a foundational layer
for decentralized finance and Web3 applications. With Ethereum’s transition to a proof-of-stake consensus mechanism and the growth
of highly scalable Layer 2 networks, ETH has evolved into a yield-bearing, productive crypto asset with increasing institutional adoption
and intrinsic network value. We view ETH as a digital asset trust commodity, offering the potential for long-term appreciation and yield
generation as more stablecoins, tokenized real-world assets and decentralized finance utilize the Ethereum ecosystem.

A
key aspect of our ETH Treasury Management strategy is to raise capital to be used to increase our ETH holdings. This can come in the
form of equity, equity-linked debt, debt of any kind or any other contract or arrangement intended to fund the purchase of ETH, whether
or not such financing is formally classified as debt or equity or other forms of offerings or arrangements (“Financings”),
designed to maximize stockholder exposure to ETH within a prudent risk management framework. Through the implementation of our Stock
Repurchase Program, we maintain the flexibility to buy back stock where it is accretive to stockholders. We have not set a specific target
for the maximum amount of ETH we seek to hold.

diligently track and routinely report key performance indicators designed to offer investors transparency and insight into the execution
and effectiveness of our ETH Treasury Management strategies. Among these metrics, our ETH concentration (“ETH Concentration”) and ETH per share, which are used interchangeably,
and growing it over time, has emerged as a central performance benchmark and “north star” metric by which we gauge our progress.
ETH Concentration, which is calculated by dividing our total ETH holdings by every 1,000 Assumed Diluted Shares Outstanding, reflects
both the scale of our ETH accumulation efforts and the capital efficiency of our treasury operations. By prioritizing this metric, we
underscore our commitment to driving long-term shareholder value, rather than short-term fluctuations in asset prices or market capitalization.

Assumed
Diluted Shares Outstanding represents the sum of (i) our actual shares of Common Stock issued and outstanding as of the end of each reporting
period, plus (ii) the additional shares that would be issued upon the assumed exercise or settlement of all outstanding warrants, pre-funded
warrants, stock option awards, and restricted stock units (“Assumed Diluted Shares Outstanding”). Assumed Diluted Shares
Outstanding is not calculated using the treasury stock method. It does not account for equity award vesting conditions, stock option
exercise prices, or contractual restrictions limiting the convertibility of debt instruments. Additionally, it excludes any assumed share
repurchases that would ordinarily be considered under the treasury stock method.

ETH
Concentration, ETH per share, ETH Net Asset Value (“mNAV”), and/or certain other metrics used by the Company may be
considered to be “key performance indicators” (“KPIs”). The Company calculates mNAV using the Company’s enterprise value divided by the total market value of ETH held by the Company.
The Company uses ETH Concentration, ETH per share and ETH NAV to
help assess the performance of its strategy of acquiring ETH in a manner the Company believes is accretive to stockholders as it
relates to the Company’s ETH holdings. The Company believes that ETH Concentration, ETH per share and ETH NAV assist investors in
understanding how the Company chooses to fund ETH purchases and the value created by such purchases. These metrics have inherent
limitations including not taking into account that our assets are subject to all existing and future liabilities. These metrics are
not, and should not be understood as, financial performance, valuation, or liquidity measures. Investors should rely on the
financial statements and other disclosures contained in the Company’s SEC filings.

currently utilize native staking and liquid staking. In native staking, ETH remains onchain with withdrawal credentials controlled by
our custodian and rewards are recognized as revenue when earned. In liquid staking, we deposit ETH and receive liquid staked ETH (“LsETH”),
a redeemable receipt token; the ETH is derecognized and the LsETH is recorded as an indefinite-lived intangible asset subject to impairment.

On
December 20, 2025, the Company executed a strategic collaboration with Consensys Software Inc. (“CSI”), Ether.fi, Eigen Labs,
and Anchorage Digital Bank N.A. to deploy a minimum of $200,000 of ETH from its treasury onto Linea, a Zero-knowledge Ethereum
Virtual Machine (“zkEVM”) Layer 2 network, over an initial 24-month period. On January 8, 2026, the Company completed its
initial deployment of approximately $173,000 of assets to Linea, converting 54,987 ETH to 50,661 units of Wrapped Ether (“WeETH”)
in connection with the deployment. The Company is entitled to receive monthly non-cash revenue from Ether.fi, Linea, and Eigen. Such
revenue is earned based on the amount of USD-denominated Total Value Locked (“TVL”) that the Company maintains on the Linea
network. Incentives are calculated using a basis-point, formula-based calculation applied to eligible TVL balances and are subject to
contractual caps. Incentives are paid in ETH, WeETH, or $LINEA on Ethereum Mainnet, depending on the issuing counterparty. WeETH and
$LINEA on Ethereum Mainnet is recorded at fair value in accordance with ASC 350-60 and ASC 820, Fair Value Measurement, based on quoted
(unadjusted) prices on the Company’s stated principal market.

Importantly,
our ETH Treasury Management strategy is complemented by our active participation in the Ethereum ecosystem. We are a founding member
of the Linea Consortium, along with Consensys, (see Note 12 and 15 included in the Consolidated Financial Statements for the years
ended December 31, 2025 and 2024), a leading governance body supporting the development of Ethereum’s most aligned Layer 2
blockchain network. Our participation in the consortium enables us to help steer capital allocation toward high-impact infrastructure,
public goods and innovation pipelines that are intended to strengthen the long-term utility and defensibility of the Ethereum network,
reinforcing the intrinsic value of our own ETH treasury assets.

Continuing
Operations

ETH
Treasury Management Segment

On
June 2, 2025, we formally launched our ETH-centered treasury strategy and established ETH Treasury Management as a dedicated operating
segment, recognizing its potential to deliver recurring, yield-based revenue and returns. Our staking revenues are derived from the rewards
we earn by actively participating in the Ethereum network’s proof-of-stake consensus mechanism. Specifically, we delegate our ETH
holdings to validators that process and verify transactions on the blockchain. In return, we receive protocol-level rewards in ETH, typically
proportional to the amount staked and the network’s overall activity and performance. During 2025, our ETH Treasury Management
segment includes both native and other ETH denominated tokenized staking protocols.

Staking
Yield-Based Revenue Model

Since
initiating our ETH Treasury Management operations on June 2, 2025, we have accumulated approximately 868,699 in total ETH holdings,
comprised of 604,618 in native ETH and 208,893 in ETH on an as if redeemed basis from LsETH and 55,188 in ETH on an as if converted basis from WeETH, as of March 6, 2026. The ETH holdings
were derived through purchases of ETH, receipts of ETH from investors and ETH rewards. For the year ended December 31, 2025,
revenues generated from native staking rewards totaled $24,182, from the commencement of staking in June 2025. These native staking rewards
represent the ETH-based rewards accumulated through the delegation of ETH to staking validators, which we expect to scale materially
in future quarters in correlation with growth in our treasury balance and broader ETH market performance. The foregoing revenue does
not include staking rewards generated from our LsETH holdings, see Liquid Staking Protocol disclosure below.

view our ETH Treasury Management operations as a core strategic pillar of our broader alignment with the Ethereum ecosystem. Our participation
not only yields economic return but also contributes directly to Ethereum’s decentralization, scalability and security. Moreover,
we believe staking is foundational to a new generation of blockchain-native capital structures that enable corporations to earn yield
without relying on traditional debt instruments, equities, or centralized intermediaries. Our staking efforts are focused on maximizing
yield, managing risk and ensuring that our operations meet institutional standards for transparency and efficiency.

On
September 24, 2025, the Company entered into a digital transfer agent agreement with Superstate Services LLC with the intent to tokenize
the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) on the Ethereum blockchain. As of the
date of this filing, the Company has not tokenized any of its Common Stock.

On
December 20, 2025, the Company executed a strategic collaboration with Consensys Software Inc. (“CSI”), Ether.fi, Eigen Labs,
and Anchorage Digital Bank N.A. to deploy a minimum of $200,000 of ETH from its treasury onto Linea, a zkEVM Layer 2 network, over
an initial 24-month period. As of March 6, 2026, we have deployed $173,000 in ETH on Linea. As a public entity operating at the
forefront of Digital Asset Treasury (“DAT”) innovation, Linea provides financial institutions with a secure, Ethereum-aligned
foundation to execute high-volume operations while benefiting from faster settlement, lower fees and composability with the broader Ethereum
ecosystem.

Sharplink
is leveraging institutional-grade infrastructure to make its ETH even more productive by unlocking scalable, secure and composable ways
to optimize onchain yield. This deployment on Linea brings together leading ecosystem participants in an innovative collaboration that
we believe will allow Sharplink to capture highly competitive, risk-adjusted, ETH-denominated returns. Our strategy is supported by institutional-grade
risk management, leveraging the scale of our digital asset treasury with the custodian protections of Anchorage Digital Bank and Coinbase
Inc., Sharplink’s qualified custodians. Moreover, the yield will combine native Ethereum yield, restaking rewards from securing
EigenCloud Autonomous Verifiable Services (AVSs), and direct Linea and ether.fi partner incentives, all within a compliant Layer 2 infrastructure.

Liquid
Staking Protocol

As
part of our ETH Treasury Management strategy, we participate in liquid staking through the Liquid Collective protocol. In a liquid staking
arrangement, we transfer ETH to the protocol and receive LsETH, a fungible ERC-20 receipt token, that represents a proportional interest
in the protocol’s pool of staked ETH. LsETH is accounted for as an indefinite-lived intangible asset under ASC 350-30, and recorded
at cost, less any impairment losses.

Liquid Collective protocol establishes a daily Protocol Conversion Rate (“PCR”), which reflects the amount of ETH into which
a unit of LsETH is redeemable. The PCR is calculated by dividing the total ETH held by the protocol, including accumulated staking rewards
(net of penalties or slashing fees), by the total number of LsETH tokens in circulation. The PCR is updated daily through the protocol’s
on-chain infrastructure and is publicly accessible.

PCR is not a market trading price. The process of redeeming LsETH for ETH is subject to the validator exit queue, bonding periods
and other mechanics that may affect the timing and execution of redemption. As a result, we may not be able to redeem our holdings
immediately. As of March 6, 2026, the exit queue is approximately nine days.

As
of December 31, 2025, we held 204,409 LsETH tokens. The following table presents a roll-forward of our LsETH holdings, including relevant
details related to LsETH purchases, redemptions and impairment losses within the periods presented.

in thousands, except number of LsETH
Source of capital used to purchase LsETH
LsETH original cost basis
LsETH impairment losses
LsETH carrying value
Number of LsETH held
Approx. average purchase price per LsETH
Weighted Average LsETH Conversion Rate at Acquisition
LsETH Conversion Rate at End of Period

Balance at December 31, 2024
$-
$-
$-
-
$-

LsETH acquisitions
(a), (b)
717,681

717,681
236,983
3
1.082724610
1.0986326043

LsETH redemptions

(93,022)

(76,560)
(32,574)
n/a

LsETH impairment losses

(140,208)
(140,208)
-
n/a

Balance at December 31, 2025
$624,659
$(140,208)
500,912
204,409
$3

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

(b)
At-the-Market
Sales Agreement to offer and sell shares of its common stock with an aggregate offering price of up to $1 billion (the “ATM
Offering”).

following table shows the number of LsETH held at the end of each respective period, as well as market value calculations of our LsETH
holdings based on the lowest, highest, and ending market prices of one LsETH on the Coinbase exchange (our principal market) for each
respective period, in thousands, except for number of LsETH and market price:

Period End Date
Number
of LsETH Held at End of Year
Lowest Market Price of LsETH Held
During the Year (c)
Market Value of LsETH held using Lowest Market Price (d)
Highest Market Price of LsETH Held
During the Year (e)
Market Value of LsETH held using Highest Market Price (f)
Market Price of LsETH Held at End of
Year (g)
Market Value of LsETH Held at End of Year (h)

December 31, 2025
204,409
$2,307
$471,567
$5,359
$1,095,522
$3,185
$650,978

(c)
“Lowest Market Price of LsETH Held During the Year” represents the lowest market price for one LsETH reported on the
Coinbase exchange during the respective year, since our holdings began.

(d)
“Market Value of LsETH Held Using Lowest Market Price” represents a mathematical calculation consisting of the lowest
market price for one LsETH reported on the Coinbase exchange during the respective year multiplied by the number of LsETH held by
us at the end of the applicable period.

(e)
“Highest Market Price of LsETH During the Year” represents the highest market price for one LsETH reported on the Coinbase
exchange during the respective year, since our holdings began.

(f)
“Market Value of LsETH Held Using Highest Market Price” represents a mathematical calculation consisting of the lowest
market price for one LsETH reported on the Coinbase exchange during the respective quarter multiplied by the number of LsETH held
by us at the end of the applicable period.

(g)
“Market Price of LsETH at End of Year” represents the market price of one LsETH on the Coinbase exchange at midnight
UTC on the last day of the respective year.

(h)
“Market Value of LsETH Held at End of Year” represents a mathematical calculation consisting of the market price of one
LsETH on the Coinbase exchange at 11:59 EST on the last day of the respective year multiplied by the number of LsETH held by us at
the end of the applicable period.

amounts reported as “Market Value” in the table above represent only a mathematical calculation consisting of the number
of LsETH tokens held by us at the end of the applicable period multiplied by the market price of LsETH as reported on the Coinbase exchange.

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

Market
Opportunity and Competitive Positioning

Sharplink
operates at the intersection of public markets and digital asset infrastructure, addressing a growing demand for transparent, regulated
exposure to core digital assets through established public company structures. As institutional adoption of digital assets continues
to evolve, many investors remain constrained to publicly traded securities and seek exposure that combines regulatory oversight, financial
reporting discipline, and governance standards with participation in the digital asset ecosystem.

While
a number of public companies hold digital assets as an ancillary component of their treasury functions, few are structured with digital
asset management as a central element of their capital allocation strategy. At the same time, alternative exposure vehicles such as exchange-traded
products generally provide passive price exposure and do not participate in network-level economics or yield generation. Sharplink’s
strategy is designed to address this gap by treating digital assets—particularly Ethereum—as a long-term strategic asset
rather than a speculative or incidental holding.

Ethereum
represents a programmable, yield-generating digital asset that underpins a broad and expanding ecosystem of decentralized applications,
financial infrastructure and settlement activity. Following technological advancements to the Ethereum network, including the transition
to a proof-of-stake consensus mechanism, ETH has evolved to support native yield generation through staking and related activities. Sharplink’s
digital asset management approach seeks to participate in these network economics while maintaining a disciplined risk management framework
and compliance with public company governance standards.

A
key component of the Company’s strategy is the maintenance of an internal digital asset treasury management function. Sharplink
manages its digital asset activities through an in-house team with deep experience in capital markets, institutional-grade risk management
and digital asset operations, rather than solely relying on third-party discretionary managers or outsourced treasury platforms. The Company
believes that internal management enables greater control over asset custody decisions, staking and yield participation, liquidity management
and risk oversight, while allowing treasury activities to be closely integrated with corporate governance, accounting and disclosure
processes.

digital asset strategy provides operating scalability and leverages institutional expertise. Value creation is driven by disciplined
capital allocation, asset appreciation and participation in yield-generating mechanisms within the Ethereum ecosystem. We believe that
this approach best allows us to scale our balance sheet exposure without commensurate increases in operating complexity, while retaining
flexibility to adapt our allocation strategy as market conditions, technology developments and regulatory frameworks evolve.

As
regulatory clarity around digital assets continues to develop, Sharplink believes our public company status, internal controls and disclosure
practices position us to operate with a level of transparency and governance that may not be available through alternatives. Our in-house
treasury management model is intended to support consistent application of internal policies, risk limits and compliance procedures,
and to facilitate timely and accurate financial reporting.

Sharplink
believes that the combination of regulated public-market access, an ETH-centered digital asset strategy and internally managed treasury
operations positions us to address an under-served segment of the capital markets. By providing stockholders with exposure to the economic
activity of the Ethereum network through a publicly traded entity with direct oversight of digital asset management, the Company seeks
to align its long-term growth strategy with the continued development and adoption of blockchain-based financial infrastructure.

Institutional
Adoption of Ethereum

Institutional
adoption of Ethereum represents a foundational shift in global financial infrastructure. The world’s largest and most conservative
financial institutions, including BlackRock, Franklin Templeton, Goldman Sachs, and BNY Mellon, are actively building on Ethereum, marking
a transition from experimentation to production-scale deployment.

This
institutional momentum is evidenced across three primary categories. In stablecoins, over 60% of the $300+ billion market settles on
Ethereum, with major issuers including Circle, Tether, and PayPal choosing Ethereum as their primary infrastructure.

In
tokenization, institutions have deployed over $18 billion in real-world assets on Ethereum (representing 900x growth since 2023). BlackRock,
Franklin Templeton, Ondo, VanEck, J.P. Morgan, Fidelity, and Apollo have each launched tokenized products on Ethereum infrastructure,
with market projections reaching $14 trillion according to BCG research. These deployments span U.S. Treasuries, private credit, and
traditional securities, demonstrating Ethereum’s capacity to support institutional-grade settlement at scale.

In
decentralized finance, Ethereum protocols manage over $50 billion in assets with 72% market dominance, providing 24/7 programmable financial
services that operate continuously with full transparency. Ethereum’s infrastructure has delivered over 10 years of continuous
uptime with 1,056,000 validators operating across 84 countries, establishing the institutional-grade reliability required for large-scale
financial operations.

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

Market
Outlook for Digital Asset Treasury (“DAT”) Companies

DAT
companies are an emerging segment within the public markets, characterized by the use of digital assets as a core component of a capital
allocation strategy rather than a short-term investment. This segment has developed in response to increasing institutional and investor
interest in digital assets, alongside demand for access through regulated, publicly traded entities subject to established disclosure,
governance, and financial reporting requirements.

Public-market
investors seeking exposure to digital assets have historically relied on limited alternatives, including passive exchange-traded products
or operating companies whose business performance may not directly correlate with digital asset economics. DAT companies seek to address
this gap by providing shareholders with balance sheet exposure to digital assets through a transparent, institutionally governed corporate
structure.

outlook for DAT companies is influenced by several factors, including broader adoption of digital assets, infrastructure maturation,
evolving regulatory frameworks and macroeconomic conditions. Advancements in blockchain scalability, security and yield-generating mechanisms,
together with increased institutional participation, have expanded potential treasury strategies, as well as improved liquidity, custody
solutions and market infrastructure.

As
the DAT segment evolves, differentiation among participants is increasingly driven by governance practices, risk management frameworks,
treasury expertise and transparency. Market participants with disciplined internal controls, clearly defined investment policies, and
experienced treasury management capabilities may be better positioned to manage market volatility. Conversely, the segment remains subject
to risks associated with digital asset price fluctuations, regulatory uncertainty, technological change and overall market sentiment.

At
Sharplink, we believe that the DAT market is in an early stage of development and will evolve as regulatory clarity improves and investor
understanding of DAT strategies increases. Over time, the segment may undergo consolidation or specialization as market participants
refine their approaches and differentiate themselves based on governance quality, strategy execution and risk management practices.

Competitive
Landscape

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

Within
the public markets, we compete indirectly with digital asset exchange-traded products (“ETPs”). These products generally
do not engage in active treasury management or, in some cases, participate in network-level economics, such as staking or other yield-generating
activities.

Company also competes with other public companies that hold digital assets on their balance sheet including ETH-centric, Bitcoin-centric
or diversified digital asset reserve models. In many cases, these holdings are ancillary to the companies’ core operating businesses,
and may not be supported by dedicated internal treasury teams. According to The National Law Review, by late 2025, more than 200 U.S.
public companies had adopted digital asset treasury strategies and raised more than an estimated $100 billion for crypto acquisitions.
(Source: The National Law Review, Digital Asset Treasury Companies - Structure and Regulation, November 3, 2025.) Independent
market commentary further suggests that corporate allocations to digital assets could reach the low-hundreds of billions of dollars over
the next several years, although actual amounts raised may differ materially based on market conditions, regulatory developments and
investor demand.

In
addition, the Company competes indirectly with crypto-native firms, private funds and offshore investment vehicles that offer managed
digital asset exposure. While such entities may pursue a wider range of digital asset strategies that differ from our own, they typically
operate outside the U.S. public company reporting framework and may be subject to different regulatory, disclosure and governance standards,
which can limit accessibility for certain investors.

As
the digital asset treasury segment matures, the competitive landscape may evolve through increased mergers and acquisitions (“M&A”)
and broader consolidation among public companies and other market participants. As more firms adopt similar digital asset treasury strategies,
differentiation may increasingly occur through strategic combinations rather than standalone growth, with consolidation potentially favoring
fewer, larger participants with greater scale, operational capabilities and capital efficiency.

Potential
consolidation activity could influence competitive dynamics in the DAT sector, as investors and capital markets place greater emphasis
on scale, governance, management expertise, internal controls and treasury execution. Larger or well-capitalized participants may seek
to acquire smaller or less differentiated companies to expand balance sheet scale, enhance capabilities or access specialized assets
or talent. There can be no assurance that such transactions will occur on favorable terms or that consolidation will benefit Sharplink
or our stockholders; and M&A activity may be affected by market conditions, regulatory developments or investor sentiment.

Competitive
Strengths

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

Early
Mover in ETH-Centric Digital Asset Treasury Strategy. Sharplink was among the first public companies to publicly articulate and
implement a digital asset treasury strategy centered primarily on Ethereum. We believe this early positioning has contributed to
Sharplink’s experience in managing Ethereum-based treasury activities and in developing internal policies and operational frameworks
specific to ETH.

Scale
of Public Digital Asset Holdings. As a result of its capital allocation strategy and balance sheet deployment, Sharplink has
grown to become one of the largest publicly traded companies with a dedicated digital asset treasury focus. The Company believes
that balance sheet scale is an important factor as investors, counterparties and market participants increasingly evaluate digital
asset treasury companies based on asset size, liquidity, governance practices and operational maturity.

Strong
Balance Sheet and Capital Flexibility. Sharplink maintains a strong balance sheet with no long-term debt. This financial position
provides flexibility in capital allocation decisions, supports liquidity management and may enhance our ability to rapidly respond
to strategic market opportunities or periods of volatility without the constraints associated with leverage.

Focused
Digital Asset Strategy. The Company is pursuing a disciplined, ETH-focused digital asset management strategy aligned with the
economic and technological evolution of the Ethereum network. We seek to maintain consistency in our capital allocation decisions
and treasury operations.

Alignment
with Institutional Adoption of Ethereum Infrastructure. Ethereum is increasingly being adopted by financial institutions, payment
platforms and enterprise participants as an infrastructure layer for settlement and tokenization. Large financial institutions have
publicly disclosed initiatives involving Ethereum blockchain networks for real-world financial applications, including tokenized
funds, inter-institutional settlement and payment experimentation. The Company believes that its ETH-centric treasury strategy aligns
with these broader institutional developments and positions Sharplink to participate in a digital asset ecosystem that is being increasingly
integrated into traditional financial and commercial activity.

Internally
Managed Treasury Function. We maintain an in-house treasury management team with deep experience in institutional-grade capital
markets, risk management and digital asset operations. This internal management framework enables direct oversight of asset custody,
staking and yield participation, liquidity management and risk and controls, rather than sole reliance on third-party discretionary
managers or outsourced treasury platforms.

Public
Company Governance and Transparency. As a U.S. domestic reporting company, Sharplink operates under established governance, disclosure
and internal control frameworks, including periodic SEC reporting, Nasdaq rules and regulations, audit requirements and board-level
oversight. We believe these governance standards may be increasingly relevant as investors compare digital asset exposure across
public and private market alternatives.

Risk
Management and Compliance Framework. We have adopted formal policies and procedures governing digital asset acquisition, portfolio
construction and management, custody practices, risk limits and compliance monitoring. These frameworks are designed to support consistent
application of internal governance standards and to adapt to fast evolving regulatory and market conditions.

Scalable
Asset Management Operating Model. Sharplink’s operating model emphasizes balance sheet deployment and asset management
rather than traditional operating cost structures. This approach enables us to scale our treasury without additional fixed cost requirements
associated with labor-intensive or asset-heavy operating businesses.

Access
to Public Markets for Capital Formation. Operating as a publicly traded entity provides us with access to public capital markets,
subject to applicable securities laws, which may support balance sheet growth, liquidity management and strategic flexibility. Public
market access also differentiates us from private or offshore digital asset strategies that are not subject to the same disclosure
and governance requirements.

Strategic
Optionality for Mergers and Acquisitions. Our balance sheet strength, public market access and internal treasury capabilities
may provide flexibility to evaluate strategic transactions, including potential mergers, acquisitions or other business combinations.
Such transactions could be pursued to achieve greater scale, acquire complementary assets or capabilities or consolidate participants
within a fragmented market. There can be no assurance that any such transactions will be pursued or completed, or that they would
be accretive to stockholders.

Key
Growth Strategies

Sharplink’s
growth strategy is focused on disciplined capital allocation, balance sheet optimization and strategic flexibility within the evolving
digital asset treasury segment. The Company seeks to grow shareholder value through the following key initiatives:

Strategic
Expansion of Digital Asset Holdings. We intend to grow our digital asset treasury through disciplined deployment of capital into
ETH, focused on increasing ETH concentration, subject to market conditions, risk management parameters and internal governance policies.

Positioning
Within Expanding Institutional Use of Ethereum. The Company intends to manage its digital asset treasury with an awareness of
broader institutional and enterprise adoption of Ethereum-based infrastructure. Financial institutions, payment platforms and commercial
enterprises are increasingly exploring or implementing Ethereum-based solutions for settlement, tokenization and transaction processing.
While Sharplink does not operate these networks or control their adoption, the Company believes that maintaining an ETH-focused treasury
strategy aligns our balance sheet with a digital asset that is increasingly utilized within institutional and commercial ecosystems.

Active
Treasury Management and Yield Participation. Sharplink seeks to generate returns above the native staking rate through internally
managed treasury activities, including staking, trading, liquidity provisioning and other yield or return seeking mechanisms, where
appropriate and consistent with risk management objectives. These strategies may be employed directly on-team and/or leveraging partners.
The Company believes that proactive treasury management will enable us to generate returns beyond asset price appreciation and native
staking yield, enabling us to compound ETH concentration while maintaining liquidity and security controls.

Pioneering
Institutional-Grade ETH Staking and Asset Utilization. Sharplink was among the early public companies to implement ETH staking
activities. Through disciplined participation in Ethereum’s proof-of-stake framework, the Company seeks to materially enhance
the productivity of our ETH holdings while maintaining strict custody, liquidity and risk management controls. We believe our early
development of staking processes and internal oversight frameworks provided unmatched experience in managing ETH-yield participation.

Balance
Sheet Optimization and Capital Formation. Our strong balance sheet and access to public capital markets provide flexibility to
pursue growth through equity issuances or other financing transactions, subject to market conditions. Capital raised may be used
to expand digital asset holdings or support strategic initiatives. We evaluate capital formation opportunities with an emphasis on
long-term shareholder alignment.

Strategic
Mergers, Acquisitions and Consolidation Opportunities. As the DAT segment matures, we may evaluate strategic transactions, including
mergers, acquisitions or other business combinations, to increase scale, acquire complementary assets or complementary operating
businesses, or consolidate participants within a fragmented market. The Company believes its debt-free balance sheet, internal treasury
capabilities and liquidity may provide flexibility to pursue such opportunities, although there can be no assurance that any transactions
will be completed.

Operational
and Governance Differentiation. We will endeavor to strengthen our competitive position by maintaining best-in-class treasury
policies and corporate governance practices tailored to digital asset treasury management. As investor scrutiny of digital asset
exposure increases, we believe that consistent transparent disclosure, risk management discipline and internal execution may support
broader market acceptance, long-term growth and enduring stockholder value appreciation.

Adaptation
to Market and Regulatory Developments. Sharplink regularly monitors developments in digital asset markets, technology and regulation,
and intends to adapt its strategy, as appropriate. This may include adjustments to treasury practices, custody arrangements or capital
allocation approaches to reflect changes in the regulatory environment or the structure of digital asset markets.

Affiliate
Marketing Segment

In
December 2021, the Company acquired certain assets of FourCubed, including its online casino gaming-focused affiliate marketing network,
PAS.net (“PAS”). PAS operates an established international affiliate platform that connects regulated online casino and gaming
operators with prospective players through performance-based marketing arrangements. PAS has operated for approximately two decades and
maintains long-standing relationships with a number of online gaming operators.

acquisition of FourCubed expanded the Company’s affiliate marketing capabilities through the addition of experienced personnel
and existing contractual relationships with casino gaming operators, under which the Company earns commissions based on player acquisition
and gaming activity.

In
November 2022, the Company expanded its affiliate marketing activities into the U.S. sports betting market through the launch of a portfolio
of state-specific, content-driven websites designed to direct users to licensed sportsbook and online casino operators. These websites
are structured to comply with applicable state regulatory requirements and are tailored to individual jurisdictions in which online sports
betting and casino gaming are permitted. As of March 2026, we operated affiliate marketing properties serving 15 U.S. states (with current
emphasis in Michigan, New Jersey, Pennsylvania and West Virginia), and are licensed or otherwise authorized to operate in 32 jurisdictions.
Traffic acquisition is primarily driven through search engine optimization and targeted digital advertising.

affiliate marketing industry is highly competitive and includes a large number of domestic and international participants competing for
user traffic, search engine rankings and operator relationships. Competitive factors include brand recognition, content quality, marketing
efficiency, regulatory compliance and the terms of affiliate agreements with gaming operators.

Affiliate
Marketing Services Revenue Model

Company generates affiliate marketing revenue by earning commissions from sportsbook and casino operators for new depositing customers
referred through its affiliate platforms. Depending on the applicable jurisdiction, regulatory framework and commercial arrangements,
commissions are earned on a cost-per-acquisition (“CPA”) basis or as a percentage of net gaming revenue (“NGR”)
generated by referred players over time.

While
the Company continues to operate its affiliate marketing segment, management’s strategic focus has shifted toward digital asset
treasury activities. The affiliate marketing business is managed to preserve value and cash flow, subject to market conditions, and is
not considered the Company’s primary growth platform.

Organizational
History

Shift
in Primary Business Strategy to Digital Asset Treasury Management

In
response to evolving market conditions and capital markets developments, we began reassessing our long-term strategic focus in the spring
of 2024. After evaluating numerous strategic opportunities over a period spanning 14 months, in the second quarter of 2025 management
determined to shift the Company’s primary emphasis toward digital asset treasury activities, including the development of an ETH-centered
digital asset treasury management strategy. While we continue to operate our legacy affiliate marketing business, our organizational
focus has transitioned toward the management of digital assets as a core component of our long-term business plan.

Discontinued
Operations

Sharplink’s
business platform previously included the provision of Free-To-Play (“F2P”) sports game and mobile app development services
to a marquis list of customers, which included several of the biggest names in sports and sports betting, including Turner Sports, NBA,
NFL, PGA TOUR, NASCAR and BetMGM, among others. In addition, we previously owned and operated a variety of proprietary real-money fantasy
sports and sports simulation games and mobile apps through our SportsHub/fantasy sports business unit, which also owned and operated
LeagueSafe, one of the fantasy sports industry’s most trusted sources for collecting and protecting private fantasy league dues.

On
January 18, 2024, Sharplink sold all of the issued and outstanding membership interests, in our Sports Gaming Client Services and SportsHub
Gaming Network business units to RSports Interactive, Inc. (“RSports”) for $22,500 in an all-cash transaction (the
“Sale of Business”), pursuant to the signing of a Purchase Agreement and other related agreements. Nearly all the employees
of these acquired business units moved to RSports to help ensure a seamless transaction.

historical results of our Sports Gaming Client Services, SportsHub Gaming Network and MTS businesses have been reflected as discontinued
operations in our consolidated financial statements for the period prior to the Sale of Business. See Note 14 - Discontinued Operations
included in the Consolidated Financial Statements for the years ended December 31, 2025 and 2024.

Government
Regulation

Overview

operations are subject to extensive and evolving regulation in the jurisdictions in which we operate. These regulatory regimes include,
among others, laws and regulations governing digital assets, securities, financial reporting, online gaming and sports betting, advertising
and marketing practices, data privacy and anti-money laundering and sanctions compliance. Regulatory requirements may change rapidly,
and the interpretation or application of existing laws may evolve over time. Compliance with these regulations requires ongoing monitoring
and may result in increased operating costs, restrictions on business activities, or changes to the Company’s strategy.

Regulation
of Digital Assets and Treasury Activities

Regulatory
frameworks applicable to digital assets in the United States and internationally continue to evolve and, in certain respects, have become
more clearly defined in recent periods. Multiple regulatory authorities have undertaken efforts to provide additional clarity on how
digital assets are treated under existing laws and to develop frameworks for digital asset markets.

On
January 21, 2025, the U.S. Securities and Exchange Commission (“SEC”) established a dedicated Crypto Task Force, led by SEC
Commissioner Hester M. Peirce, with a mandate to evaluate and recommend policy approaches for digital assets, including potential pathways
for registration, disclosure frameworks, asset classification and the application of federal securities laws to digital asset markets
and intermediaries. The Crypto Task Force’s stated goals include drawing clearer regulatory lines, providing realistic paths for
registration when warranted, and deploying enforcement resources judiciously in connection with digital asset activities.

On
January 23, 2025, the President of the United States issued Executive Order 14178, titled “Strengthening American Leadership in
Digital Financial Technology,” which revoked certain prior executive orders and directed federal agencies to engage in the development
of a coordinated regulatory framework for digital assets. The executive order also prohibited the establishment, issuance or promotion
of a central bank digital currency and established a President’s Working Group on Digital Asset Markets tasked with proposing federal
regulatory recommendations within a specified period.

These
federal initiatives have coincided with a shift in emphasis by certain regulators from enforcement actions toward efforts to clarify
regulatory expectations for digital assets and market participants. For example, many high-profile enforcement actions initiated in prior
years have been dismissed, and certain accounting guidance that posed practical impediments to institutional digital asset holdings has
been rescinded or revised.

In
addition, Congress has passed legislation affecting digital asset markets, including legislation establishing comprehensive regulatory
standards for stablecoins, which was signed into law on July 18, 2025. The Guiding and Establishing National Innovation for U.S. Stablecoins
Act (GENIUS Act) requires that stablecoins be backed one-for-one by specified low-risk assets and establishes a dual federal and state
supervisory regime for stablecoin issuers.

While
these developments may contribute to increased clarity regarding the regulatory treatment of certain digital asset activities, the regulatory
environment remains complex and subject to change. Regulatory authorities continue to assess and refine their approaches to digital asset
classification, market structure and compliance expectations. There can be no assurance that future regulatory actions will be consistent
with current interpretations or that such developments will benefit the Company’s operations or strategic objectives.

actively monitor regulatory developments affecting digital asset markets and seek to conduct our digital asset treasury activities in
a manner consistent with applicable laws, public company disclosure obligations and internal governance and risk management policies.

Securities
Laws and Public Company Regulation

As
a publicly traded company, Sharplink is subject to the reporting, disclosure, governance, and internal control requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated by the SEC. These requirements
include periodic reporting obligations, disclosure controls and procedures, internal control over financial reporting and compliance
with applicable stock exchange listing standards.

Company’s digital asset holdings and treasury activities are reflected in its financial statements and disclosures in accordance
with applicable accounting standards and SEC guidance. Changes in accounting standards, disclosure expectations or regulatory interpretations
relating to digital assets could affect the manner in which the Company reports its financial position and results of operations.

Regulation
of Online Gaming and Affiliate Marketing Activities

Company’s legacy affiliate marketing business operates in connection with online gaming and sports betting markets that are subject
to extensive regulation at the international, federal, state, and local levels. Regulatory frameworks governing online gaming and sports
betting vary significantly by jurisdiction and may impose licensing, registration, reporting, advertising, and operational requirements
on gaming operators and, in certain cases, their marketing partners.

In
the United States, online sports betting and casino gaming are regulated primarily at the state level. The Company operates affiliate
marketing websites only in jurisdictions where online gaming or sports betting is permitted and where the Company is licensed or otherwise
authorized to operate. State gaming regulators may impose restrictions on marketing practices, content, disclosures, and compensation
arrangements, and may require ongoing compliance audits or reporting.

Internationally,
the Company’s affiliate marketing activities may be subject to the laws and regulations of the jurisdictions in which its operator
partners are licensed or in which users are located. These regulations may change, and failure to comply could result in penalties, suspension
of operations or termination of affiliate relationships.

Advertising,
Marketing, and Consumer Protection Laws

affiliate marketing activities are subject to federal and state laws governing advertising, marketing and consumer protection, including
laws relating to deceptive or unfair practices. These regulations may affect the content, presentation, and distribution of marketing
materials, including disclosures regarding responsible gaming, age restrictions and promotional offers. Search engine providers, digital
advertising platforms and content distribution channels may also impose their own policies and restrictions on gaming-related advertising,
which can change over time and may impact our ability to attract traffic or monetize our affiliate properties.

Data
Privacy and Cybersecurity Regulation

Company is subject to data protection and privacy laws governing the collection, use, storage and security of personal information. These
laws include, among others, U.S. federal and state privacy statutes and, where applicable, international data protection regulations.
Compliance with these requirements may require the implementation of technical, administrative and organizational safeguards and may
increase operating costs. Cybersecurity risks and data protection obligations are also subject to evolving regulatory standards, including
SEC disclosure requirements related to cybersecurity incidents and risk management practices.

Anti-Money
Laundering and Sanctions Compliance

Certain
aspects of our operations, including digital asset activities and relationships with gaming operators, may be subject to anti-money laundering
(“AML”), counter-terrorist financing and economic sanctions laws. While we do not directly process customer wagers or hold
customer funds, we maintain policies and procedures designed to support compliance with applicable laws and to mitigate the risk of facilitating
prohibited activities.

Regulatory
Uncertainty

regulatory environment applicable to digital assets, online gaming, and related technologies is complex and subject to change. New laws,
regulations, or interpretations could be enacted or adopted that may adversely affect the Company’s operations, require significant
compliance expenditures, or limit the Company’s ability to pursue its business strategy. Regulatory developments in one jurisdiction
may influence regulatory approaches in others. See