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): September 16, 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 September 16, 2025, SharpLink Gaming, Inc. (the “Company”) issued a press release announcing the Company’s ETH holdings to date and utilization of its 2025 Share Repurchase Program as described herein. 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.

Stock Repurchase Program

On August 21, 2025, the Board of Directors of the Company approved a share repurchase program (the “2025 Repurchase Program”) providing for the repurchase of up to $1.5 billion of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).

On September 15, 2025, the Company repurchased 1,000,000 shares of Common Stock at an average price of $16.67 per share.

ETH Update

As of September 14, 2025, substantially all of the Company’s ETH Holdings were deployed in staking, including through liquid staking (“Staking Activities”). As of September 14, 2025, the Company’s aggregate ETH Holdings were 838,152. As of September 14, 2025, the Company has generated 3,240 ETH staking rewards, since launching its ETH treasury strategy on June 2, 2025. 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 September 16, 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: September 16, 2025	SHARPLINK GAMING, INC.

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

Exhibit 99.1

SharpLink Acquires 1,000,000 Shares of Common Stock in

Ongoing Buyback Program

Total Staking Rewards Climb to 3,240 ETH as of September 14, 2025

MINNEAPOLIS, MN – September 16, 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 the purchase of 1,000,000 shares of its common stock at an average purchase price of $16.67 per share as part of the Company’s ongoing stock buyback program, which was initially announced in late August 2025.

Key Highlights for the Week Ending September 14, 2025

	●	No capital was raised through the ATM facility.
	●	Total staking rewards rose to 3,240 ETH since launching SharpLink’s treasury strategy on June 2, 2025.
	●	Total ETH holdings increased to 838,152, currently valued at $3.86 billion.
	●	ETH Concentration is 3.97, up over 98% since June 2, 2025.

A total of 1,938,450 shares of common stock have been repurchased by the Company since initiating its stock buyback program earlier this month, inclusive of the 1,000,000 share buyback which occurred on Monday, September 15, 2025.

The Company continues to believe its common stock is significantly undervalued in the market, and that stock repurchases represent the best method to maximize stockholder value under current market conditions. As of September 14, 2025, SharpLink had a NAV of $3.86 billion, representing a NAV per fully diluted share of approximately $18.55*, and no outstanding debt obligations. Moreover, nearly 100% of its ETH is staked, generating material revenue for the Company. SharpLink expects to continue repurchasing additional shares based on market conditions using cash on hand, cash available from operating activities like staking, or alternative forms of financing.

Joseph Chalom, Co-CEO of SharpLink, stated “Ethereum is rapidly emerging as the cornerstone of the digital asset economy, with momentum accelerating as institutions announce tokenization across stocks and funds, regulators provide greater clarity across global markets, and central banks prepare for easing monetary policy. We are excited about the historic opportunity and believe SharpLink is uniquely positioned to participate in, and help demonstrate, the transformative potential of Ethereum.”

“We continue to be focused on stockholder value. By expanding our ETH concentration, we are reinforcing our commitment to align the long-term interests of SharpLink, Ethereum and our shareholders, while showcasing how digital assets can be responsibly and strategically deployed to drive meaningful value creation,” concluded Chalom.

* The sum of the current market cap of SBET using assumed diluted shares outstanding plus our total debt, less our most recently reported cash balance. Does not factor in cash proceeds from warrant exercises. Assumed diluted shares outstanding represents the sum of (i) the Company’s actual shares of common stock issued and outstanding as of the end of each reporting period, inclusive of any 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.

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.

To enhance transparency and investor engagement, SharpLink launched a dynamic ETH dashboard, which includes information regarding market data for the Company and Ethereum, ETH Concentration, basic mNAV, and other relevant metrics related to its ETH treasury.

SharpLink is also reimagining the future of online gaming. Backed by a veteran team with deep roots in sports media, gaming and technology, SharpLink is charting a new course – building scalable, secure and transparent solutions that challenge outdated models and bring real innovation to the user experience. 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, the execution of the Company’s treasury strategy and other statements that are not historical facts, including statements which may be 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 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 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 ETH below the cost value at which the Company’s ETH 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.

Investor Relations Contact:

Sean Mansouri, CFA or Aaron D’Souza

Elevate IR

(720) 330-2829

[email protected]

Media Contact:

[email protected]