Meridian Holdings Inc.: Form 10-Q for the period ended Jun 30, 2026

General Information

The following discussion should be read in conjunction with the financial statements for the fiscal year ended December 31, 2025 and notes thereto, which the Company filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026 as part of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2025 Annual Report.

Statements made in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” are subject to forward-looking statements and various risks and should be read in connection with the “Special Note Regarding Forward-Looking Statements”, above and “Risk Factors”, described below and incorporated by reference into this Report, as described below.

As used in this Report, “EUR”, “€” or “Euros” means the official currency of the member states of the European Union; “GBP”, “£” or “Pounds” means the currency of the United Kingdom and its associated territories; “USD”, “$” or “dollars” means U.S. dollars; “RSD” or “dinars” means the Serbian Dinar, the official currency of Serbia; “AUD” means Australian dollars, “BRL” or “R$” means the Brazilian Real, the official currency of Brazil, “PEN” means the Peruvian Sol, the official currency of Peru, and “TZS” means the Tanzanian Shilling, the official currency of Tanzania, provided that all dollar amounts in this Report are in U.S. dollars unless otherwise stated.

Our Business

We (i) operate online sports betting, online casino, and gaming operations in more than 20 jurisdictions across Europe, Africa and Central and South America, (ii) are an innovative provider of enterprise Software-as-a-Service (“SaaS”) solutions for online casino operators and online sports betting operators, commonly referred to as iGaming operators, and (iii) offer pay-to-enter prize competitions in the United Kingdom (UK) and lead trade promotions in Australia, providing members with free prizes.

50

Table of Contents

Online Sports Betting, Online Casino, And Gaming Operations

We are a well-established brand and operator in the sports betting and gaming industry, spanning across over 20 markets in Europe, Central and South America, and Africa. We employ approximately 1,200 personnel, operating both online (mobile and web) and approximately 700 company-owned or franchised betting shops, with a primary focus (in those shops) on sports betting, slot machines, and virtual games. Of those 700 shops, approximately 260 are owned by our subsidiaries and approximately 440 shops are owned by franchisees. This is complemented by a variety of slot machines and online casinos, eSports, fixed odds games, and other entertainment options, contingent on the regulatory parameters of the specific jurisdictions. While sports betting is a primary focus, our online casino revenue has grown significantly over the past several years.

Our proprietary technology enables the development of scalable systems capable of operating in multiple jurisdictions and currencies, all the while leveraging the same technical infrastructure for odds setting and risk management. Our technology platform ensures consistency in odds setting and risk management across all the markets that they operate in.

Additionally, our approach to our markets is flexible and omni-channel, encompassing (for example) iOS, Android, mobile browser, desktop, SMS, SST, and USSD applications (discussed in greater detail below) and technologies (as well as customary retail operations). This omni-channel approach seeks to ensure that consumers can access our offerings in different ways, but is also, in certain jurisdictions, essential to overcoming some of the technological challenges faced by consumers in those territories. This approach ensures our customers across diverse regions and connectivity levels can engage with our content and have the same level of user experience.

More specifically, our technological platforms include:

• iOS and Android services: We offer dedicated mobile applications for both iOS and Android users, providing a seamless and user-friendly experience for those who prefer betting on the go.
• Mobile Browser: Our mobile website is optimized for various mobile browsers, ensuring that customers can access these services conveniently from their mobile devices, even without the need for a dedicated app.
• Desktop: For customers who prefer a traditional desktop experience, we offer a comprehensive desktop platform that provides a wide range of betting options.
• SMS (Short Message Service): In regions with limited internet connectivity, such as parts of Africa, we offer SMS betting services. Customers can place bets and receive updates through text messages, making sports betting accessible to a broader audience.
• SST (Simplified Service Text): Similar to SMS, SST allows customers to place bets and receive information via text messages, ensuring that users with basic mobile phones or limited internet access can still enjoy our services.
• USSD (Unstructured Supplementary Service Data): USSD is a critical channel in regions where internet access is limited. It enables users to interact with our platform through a simple, menu-based system on their mobile phones. Customers can place bets, check odds, and manage their accounts using USSD, providing inclusivity in markets with varying levels of technological infrastructure.

A significant component of our revenue is derived from our comprehensive sports betting offerings, which cover over approximately 800 different leagues, providing more than approximately 11 million bets on over approximately 20,000 sporting events each month, inclusive of in-play betting. Notably, the sports betting technology, odds setting, and risk management platforms are proprietary to us.

Our sports betting services cover a wide range of sports, events, and markets to cater to diverse player local preferences. They offer betting options for traditional sports such as soccer (football), basketball, tennis, table tennis, volleyball, handball, ice hockey, American football, baseball, rugby, cricket, horse racing, and more. Additionally, they provide opportunities for betting on emerging trends like e-football and e-sports. In addition to conventional sports, our portfolio extends to niche markets like futsal, floorball, snooker, badminton, beach volleyball, darts, water polo, golf, biathlon, cycling, boxing, martial arts, alpine skiing, skiing, Formula 1, motor sports, NASCAR, kabaddi, and even sports specials related to major competitions. Moreover, we offer betting on political events where regulatory conditions permit, and even allow customers to propose their own bets, provided they meet ethical and legal requirements and are measurable.

51

Table of Contents

Our innovative use of machine learning technologies within our platform serves enhanced customer experiences by offering tailored bets and continuously updated odds over an extensive range of events. This significantly reduces the requirement for manual oversight and intervention.

We offer a diverse and multifaceted portfolio of betting options that extends beyond traditional sports betting. We offer a portfolio of gaming products including casino games, slots, roulette, and other random number generator (RNG) games. We also own our own casino development studio, which has thus far produced 95 proprietary titles, which are available online, where regulatory approval is granted, catering to customers on our proprietary casino platform. RNG games are games in which the outcome is determined by a random element generated by a computer algorithm. These games rely on chance rather than skill or strategy to determine the results.

Our casino offerings include a mix of in-house developed games from Expanse Studios and a selection of titles from renowned third-party casino providers. These providers include Games Global, BluOcean, Relax, Oryx, Playtech, iSoftbet, Leap, Evolution, Easit, Amusnet, Thunderkick, Spribe, Habanero, PG Soft, Greentube, EvoPlay, Wazdan, Pragmatic Play, Playson, Fazi, Endorphina, Spearhead, CT Interactive, Kiron, and Platipus. We have established revenue-sharing agreements with such providers to offer a wide variety of casino games, ensuring a diverse and engaging casino experience for our players via a vibrant and ever-expanding casino game library.

We have a dedicated iGaming section that covers eSports competitions and allows betting on gaming tournaments. This section caters to the growing interest in competitive gaming and includes popular titles such as CS:GO, Dota 2, Fortnite, LoL, Valorant, Rainbow Six, Crossfire, King of Glory, and more. This diverse range allows us to cater to the preferences of eSports enthusiasts.

We also provide extensive coverage of eSports events, encompassing major tournaments such as The International (Dota 2), League of Legends World Championship, and CS:GO Majors. Additionally, we align our coverage with significant European and international eSports tournaments according to the European competition calendar. This approach ensures that customers have access to a broad spectrum of eSports events, adhering to regulatory guidelines. We also utilize ethical advertising practices and partnerships with specialized gaming websites to connect with eSports enthusiasts effectively.

We offer in-play betting for eSports matches, enabling customers to place bets during the live progression of the games. This real-time betting feature enhances the eSports betting experience while ensuring that we comply with regulatory standards. To maintain the integrity of eSports betting and prevent unethical practices like match-fixing, we collaborate closely with international eSports federations. This partnership allows us to monitor eSports events and swiftly respond to any suspicious activities. In the event of any concerns, we proactively engage with national law enforcement authorities to uphold fair play and regulatory compliance.

We understand that player preferences and market dynamics can vary significantly. To address these differences across the group’s many jurisdictions, we have implemented several unique features and tailored offerings, including:

• Localized content: In all markets, we provide localized content and promotions to align with city, country, and regional preferences. This includes language-specific interfaces, promotions tied to local events, and culturally relevant gaming experiences and consumer patterns.
• Customer engagement: We prioritize responsible gaming and offer tools such as deposit and loss limits, time-out features, and self-exclusion options. These tools empower players to manage their gaming experiences responsibly.
• Innovative Betting Options: Our “Empty Bets” feature allows customers to propose their own bets, fostering a sense of engagement and personalization. These bets are subject to stringent ethical and legal criteria and must be measurable. These bets are strictly prohibited from involving any unethical or illegal events or activities. We maintain a strong commitment to upholding the highest ethical standards in all aspects of their operations, including innovative betting options.

52

Table of Contents

Beyond our direct B2C operations, we also operate an indirect B2B franchise model. Under this model, we license our proprietary sports betting technology to local partners, who can operate under our brand or their own brand. This diversifies our revenue stream, enabling us to leverage our technology for added income, while expanding our brand presence.

Status of Development Efforts for New or Enhanced Products, Trends in Market Demand and Competitive Conditions

We are diligently invested in research and development initiatives to attempt to stay at the forefront of our industry and meet the ever-evolving needs of our diverse customer base. As part of this strategy, our developmental efforts are primarily focused on enhancing product offerings, refining user experience, and bolstering our proprietary sports betting technology.

Our products and services compete in a market characterized by rapid technological advances, which means evolving standards in software technology and frequent new product introductions and enhancements that may render the existing ones obsolete. We attempt to continuously refine our software and technology offerings especially in terms of more intensive customer specification, segmentation and personalization, as well as to address regulatory changes in the markets in which we operate and plan to operate. We believe that in order to remain competitive, we need to continuously modify and enhance our technology platform and service offerings.

In the realm of technological advancement, one of the key development initiatives currently in progress is our integration of advanced Machine Learning (ML) technologies into our sports betting platform. The incorporation of these sophisticated technologies aims to personalize and enrich the betting experience for individual users by offering tailored bets, real-time updating of odds across a vast range of events, and further reducing the need for human oversight. This is expected to not only create a more dynamic, responsive, and intuitive betting experience, but also present a significant competitive advantage in a market where customer experience is paramount.

In terms of market trends, we believe that demand for online betting is on a significant upward trajectory globally, partially due to the lasting impact of the COVID-19 pandemic, which has accelerated the shift from traditional, physical betting shops to online platforms. The industry-wide transition towards mobile betting is another recent major trend, spurred on by the increased penetration of smartphones and improved internet connectivity. In response to these trends, we have successfully implemented an omni-channel approach to our markets, including iOS, Android, mobile browser, desktop, SMS, SST, USSD as well as retail segment (each as discussed above).

With regard to competitive conditions, the betting industry continues to be highly competitive, with new entrants emerging frequently. However, we have maintained a robust competitive position, owing to our advanced technological infrastructure, diversified product portfolio, personalized customer experience, and prudent regulatory compliance. We are focused on maintaining and enhancing this competitive edge through continuous innovation, customer-centricity, and adaptability.

A Provider of Enterprise Software-as-a-Service (“SaaS”) Solutions

Following the closing of the MeridianBet Acquisition and effective April 1, 2024, we, through Golden Matrix, own and operate a proprietary online gaming aggregation and enterprise software platform (the “GM-Ag System”) that serves international customers, primarily in the Asia Pacific region.

The GM-Ag System is an integrated iGaming platform that connects licensed gaming content providers with licensed online gaming operators. The system aggregates gaming content from multiple third-party suppliers and makes such content available to customers through a single technical integration.

Under distribution agreements with licensed and accredited gaming content providers, we have the right to distribute and resell third-party game content to our customers. The content portfolio includes slot games, table games (such as roulette, blackjack and poker), sportsbook offerings, lottery products and live dealer games.

53

Table of Contents

The GM-Ag System provides two principal advantages to licensed online gaming operators.

• First, the platform enables operators to access a broad portfolio of third-party gaming content providers through a single technical integration. This aggregation model significantly reduces the time, cost and operational complexity typically associated with establishing multiple direct integrations with individual content suppliers.
• Second, the GM-Ag System offers operators a suite of technology-driven tools designed to support customer acquisition, engagement and retention. These tools include marketing automation capabilities, loyalty program management systems, real-time player analytics and reporting functionalities, which allow operators to manage and optimize player activity across multiple gaming verticals.

A Provider of Pay To Enter Prize Competitions And Online Trade Promotions Platform

We engage in competition operations in the United Kingdom via our subsidiary RKingsCompetitions Ltd., (“RKings”). We operate competitions to win prizes online such as cars, motorbikes, watches, technology, holidays, luxury gadgets and other items by offering pay to enter prize competitions throughout the UK which are not gambling or a lottery and RKings does not offer B2C online sports betting and/or online casino services. The participants are provided with a route to free entry to the prize competitions as required by UK law. We refer to these as “pay to enter prize competitions”.

As a purely online business, we have been focusing on enhancing the products and experience we offer to both new and existing players by improving the functionality and responsiveness of the RKingsCompetitions.com website, enhancing the prize values, and reducing the ticket prices.

In addition, we, through GMG Assets Limited, provide the winners of RKings’ prizes with the option of accepting the cash value of the prize. In doing so, GMG Assets purchases the prize from the winner for cash and sells the prize to wholesalers at a margin.

On August 16, 2024, we entered into a Share Exchange Agreement to acquire an 80% ownership interest in Classics Holdings Co. Pty Ltd (“Classics Holdings”). Classics Holdings, through its wholly-owned subsidiary, Classics For A Cause Pty Ltd (“Classics For a Cause”), is an independent online trade promotions company, located in Australia, which operates a well-established business-to-consumer (B2C) platform that offers paid members access to a wide range of discounts from retailers across Australia. Classics For a Cause rewards its members with free entries into promotional giveaways, which feature luxury and classic motor vehicles, and exotic motor vehicles. On August 21, 2024, we closed the transactions contemplated by the Share Exchange Agreement, which was effective as of August 1, 2024.

Cash Requirements, Liquidity and Capital Resources

We had $17,318,751 cash on hand and a working capital deficit of $24,909,577 as of June 30, 2026. We believe our cash on hand is sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months. We will continue to evaluate our long-term operating performance and cash needs and we believe we are well positioned to continue to fund the long-term operations of our business. We may raise additional equity and debt funding in the future, including up to $16.9 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings, subject to potential limitations on such sales pursuant to the “baby shelf” Form S-3 rules, which prevent us from selling more than 1/3rd of our float every 12 months.

54

Table of Contents

Our material cash requirements include the following contractual obligations:

Debt:

The Company currently has the following outstanding debts:

1. Unicredit Bank Facility;

2. Igor Salindrija Facility;

3. Makerplay Entretenimento & Marketing Limitada Facility; and

4. Loans from former shareholders of Fair Bet Limited.

The outstanding balances of these debt facilities as of June 30, 2026 and December 31, 2025 are presented below:

See “Note 15 – Short-Term and Long-Term Loans” in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, for more details on these debts.

Consideration payable to the former owners of MeridianBet Group:

As discussed in greater detail in “Note 22 – MeridianBet Group Purchase Agreement”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, the Company incurred the following payment obligations in connection with the MeridianBet Acquisition:

The Company has received confirmation from the former owners of MeridianBet Group that they will extend the repayment dates and will not require repayment until such time as the Company has sufficient financial resources to do so.

55

Table of Contents

Liquidity and capital resources

The Company had $17,318,751 of cash on hand at June 30, 2026 and total assets of $115,125,515 ($35,209,391 of which were current assets) and a working capital deficit of $24,909,577 as of June 30, 2026. The working capital deficit was mainly due to $9,978,715 of current portion of long-term loans included in current liabilities, as well as $15,730,672 of current consideration payable to the Meridian Sellers. Included in total assets at June 30, 2026 was $8,846,513 of goodwill and $25,698,550 in net intangible assets, as discussed in greater detail above under “Note 8 – Intangible Assets – Software, Licenses, Trademarks, Developed Technology, Customer Relationships, and Non-Compete Agreements”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”.

The Company had $18,078,300 cash on hand at December 31, 2025 and total assets of $118,078,800 ($35,438,153 of which were current assets) and a working capital deficit of $24,128,745 as of December 31, 2025. The working capital deficit was mainly due to $10,581,035 of current portion of long-term loans included in current liabilities, as well as $16,199,672 of current consideration payable to the Meridian Sellers. Included in total assets at December 31, 2025 was $8,450,955 of goodwill and $26,463,965 in net intangible assets, as discussed in greater detail above under “Note 8 – Intangible Assets – Software, Licenses, Trademarks, Developed Technology, Customer Relationships, and Non-Compete Agreements”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”.

The decrease in cash of $759,549 between June 30, 2026, and December 31, 2025, was mainly due to the repayment of debt and cash used in investing activities, offset by cash provided by operating activities.

Our financial focus is on long-term, sustainable growth in revenue with the goal of marginal increases in expenses. We believe that our operations are highly scalable, and we plan to continuously add new products to our offerings with the anticipation that they will provide successful revenue growth.

In the future, we may be required to seek additional capital, including to pay amounts due pursuant to the terms of the MeridianBet Group Purchase Agreement, and to repay outstanding debt as discussed above, by selling additional debt or equity securities, which may include up to $16.9 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings, or may otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to scale down our operations, which could cause our securities to decline in value.

See “Note 15 – Short-Term and Long-Term Loans” in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, for more details on the Company’s debts and lending facilities.

Cash flows

56

Table of Contents

Cash flows from operating activities include net income adjusted for certain non-cash expenses, and changes in operating assets and liabilities. Non-cash expenses for the six months ended June 30, 2026, mainly include stock-based compensation, amortization expenses on intangible assets, depreciation on property plant and equipment and non-cash interest expense related to debt discount amortization.

The Company generated cash from operating activities of $12,954,795 during the six months ended June 30, 2026, due primarily to $4,130,027 of net income, a $3,293,938 increase in accounts payable, $2,556,674 of amortization expenses relating to intangible assets, and $2,621,005 of depreciation expenses.

The Company generated cash from operating activities of $10,117,167 during the six months ended June 30, 2025, due primarily to a $4,530,082 increase in accounts payable and accrued liabilities, $2,456,639 of stock-based compensation, $1,950,094 of non-cash interest expense related to debt discount amortization, $4,618,020 of amortization expenses relating to intangible assets, and $2,780,271 of depreciation expenses, which was mainly offset by a $3,990,108 net loss, an $804,244 increase in taxes payable, and a $1,190,337 increase in accounts receivable.

During the six months ended June 30, 2026, cash used in investing activities was $4,182,414, which was primarily due to $517,579 paid to acquire subsidiaries, $2,173,430 spent on intangible assets, and $1,022,405 spent on property, plant and equipment.

During the six months ended June 30, 2025, cash used in investing activities was $11,903,508, which was primarily due to $1,610,343 of consideration paid to the former owners of MeridianBet Group in connection with the Meridian Purchase, $715,650 of consideration paid to acquire subsidiaries, $5,976,880 spent on intangible assets, and $3,574,317 spent on property, plant and equipment.

During the six months ended June 30, 2026, cash used in financing activities was $7,932,294, which was primarily due to repayments on debt of $6,621,291 and a repayment of lease of $1,309,888.

During the six months ended June 30, 2025, cash used in financing activities totaled $14,301,175. This was primarily driven by debt repayments of $15,060,133 and lease repayments of $1,093,927, partially offset by $1,172,000 in loan proceeds, attributable to short-term credit line agreement in the amount of EUR 1,000,000 (approximately $1,172,000) from UniCredit Bank, and $632,813 in net proceeds after commissions, from the sale of common stock under the Distribution Agreement as part of at-the-market sales.

The Company had a net decrease in cash of $759,549 for the six months ended June 30, 2026, which is mainly due to repayment of debt, cash used in investing activities, offset by cash provided by operating activities.

Equity Distribution Agreement

On November 22, 2024, we entered into an Equity Distribution Agreement with Craig-Hallum Capital Group LLC. Pursuant to the Distribution Agreement, the Company may sell, at its option, up to an aggregate of $20 million in shares of its common stock through Craig-Hallum, as sales agent. Sales of the common stock made pursuant to the Distribution Agreement, if any, will be made under a Registration Statement on Form S-3. Subject to the terms and conditions of the Distribution Agreement, Craig-Hallum may sell the shares, if any, only by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including without limitation sales made directly through The Nasdaq Capital Market, by means of ordinary brokers’ transactions, in negotiated transactions, to or through a market maker other than on an exchange or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices and/or any other method permitted by law. The Company is not obligated to sell, and Craig-Hallum is not obligated to buy or sell, any shares of common stock under the Distribution Agreement.

The Company will pay Craig-Hallum a commission equal to 3.00% of any gross proceeds from the sale of shares of the Company’s common stock under the Distribution Agreement. Pursuant to the terms of the Distribution Agreement, the Company also provided Craig-Hallum with customary indemnification rights and has agreed to reimburse Craig-Hallum for certain specified expenses up to $50,000, plus up to $5,000 for each future quarterly period that the Distribution Agreement remains in place. The offering of common stock pursuant to the Distribution Agreement will terminate upon the earlier of (i) the sale of all of the common stock subject to the Distribution Agreement and (ii) the termination of the Distribution Agreement by the Company or Craig-Hallum. Either party may terminate the agreement in its sole discretion at any time upon written notice to the other party.

57

Table of Contents

As of the date of this Report, we are eligible to sell up to an additional $16.9 million under the Distribution Agreement, subject to the terms thereof and subject to the limitations of Form S-3, which prohibit us, for so long as our non-affiliate market capitalization remains below $75 million, from selling securities valued at more than one-third of our non-affiliate float every 12 months.

Adjusted EBITDA – Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization

In addition to our results calculated under generally accepted accounting principles in the United States (“GAAP”), we also present EBITDA and Adjusted EBITDA below. EBITDA and Adjusted EBITDA are “non-GAAP financial measures” presented as a supplemental measure of the Company’s performance. They are not presented in accordance with GAAP. The Company uses EBITDA and Adjusted EBITDA as a metric of profits and successful operations management. In particular, we use Adjusted EBITDA as a milestone for the purposes of certain incentive compensation programs applicable to some of our officers and directors, in order to evaluate our Company’s performance and determine whether certain restricted stock units and cash bonuses will vest as of the end of December 31, 2025. EBITDA means net loss before interest, taxes, depreciation and amortization. Adjusted EBITDA means EBITDA before stock-based compensation, unrealized foreign exchange gain or loss, severance costs related to the termination of executive officers and directors, and restructuring costs which include charges or expenses attributable to acquisition related costs. EBITDA and Adjusted EBITDA should be viewed as supplemental to, and not as an alternative for net income or loss calculated in accordance with GAAP.

EBITDA and Adjusted EBITDA are presented because management believes they provide useful supplemental information to investors regarding the Company’s operating performance by excluding certain non-cash items and non-recurring or one-time items, thereby facilitating period-to-period comparisons. EBITDA and Adjusted EBITDA are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry. EBITDA and Adjusted EBITDA are unaudited, and have limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are: EBITDA and Adjusted EBITDA do not reflect cash expenditures, or future or contractual commitments; EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, capital expenditures or working capital needs; EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments; although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. In addition, other companies in this industry may calculate EBITDA and Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure. The Company’s presentation of these measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. We compensate for these limitations by providing a reconciliation of such non-GAAP measures to the most comparable GAAP measure, below. We encourage investors and others to review our business, results of operations, and financial information in their entirety, not to rely on any single financial measure, and to view non-GAAP measures in conjunction with the most directly comparable GAAP financial measure.

Reconciliation of EBITDA and Adjusted EBITDA to Net income (loss):

58

Table of Contents

Results of Operations

Three months ended June 30, 2026, compared to the three months ended June 30, 2025.

The following table summarizes the consolidated results of operations for the interim periods indicated, and the changes between the periods.

Revenue. Revenue increased by $6,948,631, or 16%, to $50,193,999 for the three months ended June 30, 2026, from $43,245,368 for the three months ended June 30, 2025. Revenues from online casino from MeridianBet Group increased by $1,765,415, or 14%, to $14,489,125 for the three months ended June 30, 2026, from $12,723,710 for the three months ended June 30, 2025, mainly due to the increase in the offer of online casino games from different providers to 2,500+, the integration of 10+ new providers (some of which are AIR Dice, Push Gaming, and EGT Digital), launching of the new game “Gates of Olympia” from the Company’s studio Expanse, which became a top 3 most popular game in the first quarter of 2026, and revenues from online sports betting which increased by $3,254,645, or 33%, to $13,125,159 for the three months ended June 30, 2026, from $9,870,514 for the three months ended June 30, 2025, mainly due to the launch of our fifth-generation sports betting and online casino platform – ATLAS – at the end of 2024, which includes three key new features, such as: Bet Boost – enhanced odds on selected bets, Auto Cashout – automatic cashout based on predefined conditions, and Early Payout –settlement of bets before the final result, as well as a complete redesign of the entire sports webpage, improvements to the live betting offered through the Watch & Bet feature, an increase in live streams, especially for tennis and optimizing the loyalty program for our online players. While the platform was launched at the end of 2024, its full operational and commercial impact was realized during 2026, contributing to higher revenues in 2026 compared with 2025. Revenues from retail sports betting and retail casino increased by $1,568,432, or 27%, to $7,375,033 for the three months ended June 30, 2026, from $5,806,601 for the three months ended June 30, 2025, mainly due to continued network expansion and a new betshop concept that adapts each location to its local market. During the 12 months period from July 1, 2025 to June 30, 2026, we expanded our slot capacity by adding over 100 machines, representing approximately 10% growth of the total installed base. Additionally, we opened 10+ new locations, completed renovations and adaptations across 50 betshops, and relocated underperforming betshops to more optimal positions. We also introduced a new loyalty application and deployed additional operational systems that enhanced customer engagement and internal efficiency. Alongside these investments, we implemented a comprehensive field reorganization aimed at improving operational efficiency and service quality, resulting in a stronger and more optimized retail network.

59

Table of Contents

COGS. Costs of goods (COGS) sold increased by $4,470,730, or 24%, to $23,339,079 for the three months ended June 30, 2026, from $18,868,349 for the three months ended June 30, 2025. MeridianBet Group COGS from online casino, online sports betting, retail casino, retail sports betting, bars and franchise fees increased by $3,820,679 in total, or 45%, to $12,324,962 for the three months ended June 30, 2026, from $8,504,283 for the three months ended June 30, 2025, mainly due to the increase in the variable amounts of gaming tax and software fee costs which were in line with the increase in income from online casinos, online sports betting, retail casinos and retail sports betting.

Gross profit. Gross profit increased by $2,477,901, or 10%, to $26,854,920 for the three months ended June 30, 2026, from $24,377,019 for the three months ended June 30, 2025. MeridianBet Group gross profit from online casinos increased by $463,955 or 5%; gross profit from online sports betting increased by $1,593,716, or 23%, and gross profit from retail sports betting and retail casino increased by $710,959 or 17% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in gross profits was due to the increase in the revenues as discussed above.

General and administrative expenses (G&A). General and administrative expenses decreased by $2,266,884, or 8%, to $24,414,985 for the three months ended June 30, 2026, from $26,681,869 for the three months ended June 30, 2025. General and administrative expenses consisted primarily of stock-based compensation, depreciation expenses, amortization expenses, salary and wages, professional fees, marketing expenses, rents and utilities, as discussed below.

Stock-based compensation (within G&A) for the three months ended June 30, 2026, was negative $(97,292), compared to $1,327,711 for the three months ended June 30, 2025, representing a $1,425,003 decrease from the prior period. The decrease was primarily attributable to fewer RSUs granted to the Company’s employees and directors, fewer shares issued for services during the period, and the reversal of previously accrued stock-based quarterly salary compensation for the Company’s executives. The reversal resulted from an agreement entered into in June 2026 with certain executives to reduce the number of shares to be issued in settlement of accrued salary compensation, reflecting shares that had previously been issued upon the vesting of restricted stock units under the Company’s 2023 Equity Incentive Plan.

Amortization expenses for the three months ended June 30, 2026, were $1,531,499, compared to $2,465,380 for the three months ended June 30, 2025, a $933,881, or 38% decrease from the prior period. The decrease was primarily attributable to the impairment of intangible assets recognized in the prior year, which reduced the amortizable asset base.

Salaries and wages for the three months ended June 30, 2026, were $7,188,363, compared to $6,841,937 for the three months ended June 30, 2025, a $346,426 or 5% increase from the prior period, which was due mainly to increased headcount to both support revenue growth and to enable the entry into new markets for the current period, as well as an increase in employee salaries, compared to the prior period.

Professional fees for the three months ended June 30, 2026, were $1,097,191, compared to $1,155,410 for the three months ended June 30, 2025, a $58,219 or 5% decrease from the prior period. The decrease was primarily attributable to lower legal and advisory fees due to fewer acquisition, financing, and other corporate transaction activities during the current period.

Marketing expenses for the three months ended June 30, 2026, were $5,870,811, compared to $6,705,582 for the three months ended June 30, 2025, an $834,771 or 12% decrease from the prior period, which was primarily driven by the optimization of marketing costs, which mainly consisted of shifting toward more efficient and cost-effective marketing channels and campaigns.

Rents and utilities for the three months ended June 30, 2026, were $1,885,225, compared to $1,766,242 for the three months ended June 30, 2025, a $118,983 or 7% increase from the prior period, which was mainly due to the opening of new betting shops, which contributed to the growth of rent and utility costs, as well as the general increase in heating, electricity, telephone and internet costs, due to inflationary trends.

60

Table of Contents

Interest expense. Interest expense decreased by $1,181,484, or 80%, to $300,185 for the three months ended June 30, 2026, from $1,481,669 for the three months ended June 30, 2025. The decrease primarily reflects the repayment of an October 2024 Secured Convertible Note in early April 2025, resulting in no interest accruals for the October 2024 Secured Convertible Note during the current quarter. In addition, the Company continued to repay the outstanding balances of its other loans, which further reduced interest expense during the period.

Interest earned. Interest earned increased by $18,249, to $35,133 for the three months ended June 30, 2026, from $16,884 for the three months ended June 30, 2025. The increase was mainly due to interest income from Eurobonds.

Foreign exchange loss. Foreign exchange loss increased by $98,620, to $162,075 for the three months ended June 30, 2026, compared to $63,455 for the three months ended June 30, 2025. The increase in loss was primarily driven by volatility and unfavorable fluctuations in the EUR/RSD/USD exchange rates, which impacted the remeasurement of the Company’s monetary assets and liabilities denominated in euros and Serbian dinars. Volatility in the euro and Serbian dinar against the U.S. dollar, as well as across other currencies used by the Group, including differences between average and period-end exchange rates, resulted in higher unrealized foreign exchange losses.

Other Income. Other income is related to income from marketing services for third-party advertising in MeridianBet Group betting shops, sale of fixed assets, value-added-tax (VAT) refunds, income from compensation for damages, income from reduction of liabilities and other income that is not directly related to the Company’s core activity. For the three months ended June 30, 2026, and 2025, other income amounted to $572,182 and $591,576, respectively.

Provision for income taxes. We are subject to federal and state income taxes in the United States, as well as income taxes in the foreign jurisdictions in which we operate. Our effective tax rate was 24.21% and -4.02% for the six months ended June 30, 2026 and 2025, respectively. In addition, our effective tax rate was 24.10% and -15.13% for the three months ended June 30, 2026 and 2025, respectively. The increase in the effective tax rate for the six months ended June 30, 2026, compared with the same period in 2025, was primarily due to a change in the jurisdictional mix of income.

Net loss attributable to noncontrolling interest. Net loss attributable to noncontrolling interest in the acquired entity is measured at the proportionate share of each acquired entity, and for (a) Meridian Gaming Brazil SPE Ltda in the percentage of 30% (b) Fair Champions Meridian Ltd. Cyprus in the percentage of 49%, and (c) Classics Holding Pty Ltd Australia in the percentage of 20%. For the three months ended June 30, 2026, and 2025, net loss attributable to noncontrolling interest amounted to $203,180 and $147,546, respectively. The increase in loss was primarily driven by higher net losses generated by these entities during the three months ended June 30, 2026.

Net income (loss) attributable to MRDN. Net income attributable to MRDN increased by $5,749,395 to $2,165,050 for the three months ended June 30, 2026, from a net loss of $(3,584,345) for the three months ended June 30, 2025. The increase was mainly due to higher revenues, gross profits as well as lower costs as discussed above.

61

Table of Contents

Six months ended June 30, 2026, compared to the six months ended June 30, 2025.

The following table summarizes the consolidated results of operations for the interim periods indicated, and the changes between the periods.

Revenue. Revenue increased by $14,329,448, or 17%, to $100,297,869 for the six months ended June 30, 2026, from $85,968,421 for the six months ended June 30, 2025. Revenues from online casino from MeridianBet Group increased by $5,622,255, or 23%, to $29,741,393 for the six months ended June 30, 2026, from $24,119,139 for the six months ended June 30, 2025, mainly due to the increase in the offer of online casino games from different providers to 2,500+, the integration of 10+ new providers (some of which are AIR Dice, Push Gaming, and EGT Digital), launching of the new game “Gates of Olympia” from the Company’s studio Expanse, which became a top 3 most popular game in the first quarter of 2026, and revenues from online sports betting which increased by $5,107,733, or 26%, to $24,829,582 for the six months ended June 30, 2026, from $19,721,849 for the six months ended June 30, 2025, mainly due to the launch of our fifth-generation sports betting and online casino platform – ATLAS – at the end of 2024, which includes three key new features, such as: Bet Boost – enhanced odds on selected bets, Auto Cashout – automatic cashout based on predefined conditions, and Early Payout –settlement of bets before the final result, as well as a complete redesign of the entire sports webpage, improvements to the live betting offered through the Watch & Bet feature, an increase in live streams, especially for tennis and optimizing the loyalty program for our online players. While the platform was launched at the end of 2024, its full operational and commercial impact was realized during 2026, contributing to higher revenues in 2026 compared with 2025. Revenues from retail sports betting and retail casino increased by $2,859,766, or 25%, to $14,342,419 for the three months ended June 30, 2026, from $11,482,653 for the three months ended June 30, 2025, mainly due to continued network expansion and a new betshop concept that adapts each location to its local market. During the 12 months period from July 1, 2025 to June 30, 2026, we expanded our slot capacity by adding over 100 machines, representing approximately 10% growth of the total installed base. Additionally, we opened 10+ new locations, completed renovations and adaptations across 50 betshops, and relocated underperforming betshops to more optimal positions. We also introduced a new loyalty application and deployed additional operational systems that enhanced customer engagement and internal efficiency. Alongside these investments, we implemented a comprehensive field reorganization aimed at improving operational efficiency and service quality, resulting in a stronger and more optimized retail network.

COGS. Costs of goods (COGS) sold increased by $7,903,268, or 21%, to $45,298,709 for the six months ended June 30, 2026, from $37,395,441 for the six months ended June 30, 2025. MeridianBet Group COGS from online casino, online sports betting, retail casino, retail sports betting, bars and franchise fees increased by $6,670,939, or 41%, to $23,041,265 for the six months ended June 30, 2026, from $16,370,326 for the six months ended June 30, 2025, mainly due to the increase in the variable amounts of gaming tax and software fee costs which were in line with the increase in income from online casinos, online sports betting, retail casinos and retail sports betting.

Gross profit. Gross profit increased by $6,426,180, or 13%, to $54,999,160 for the six months ended June 30, 2026, from $48,572,980 for the six months ended June 30, 2025. MeridianBet Group gross profit from online casinos increased by $2,841,838 or 17%; gross profit from online sports betting increased by $2,664,101, or 19%, and gross profit from retail sports betting and retail casino increased by $1,476,246 or 18% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in gross profits was due to the increase in the revenues as discussed above.

62

Table of Contents

General and administrative expenses (G&A). General and administrative expenses decreased by $1,581,746, or 3%, to $49,402,101 for the six months ended June 30, 2026, from $50,983,847 for the six months ended June 30, 2025. General and administrative expenses consisted primarily of stock-based compensation, depreciation expenses, amortization expenses, salary and wages, professional fees, marketing expenses, rents and utilities, as discussed below.

Stock-based compensation (within G&A) for the six months ended June 30, 2026, was $150,765, compared to $2,368,036 for the six months ended June 30, 2025, representing a $2,217,271 decrease from the prior period. The decrease was primarily attributable to fewer RSUs granted to the Company’s employees and directors, fewer shares issued for services during the period, and the reversal of previously accrued stock-based quarterly salary compensation for the Company’s executives. The reversal resulted from an agreement entered into in June 2026 with certain executives to reduce the number of shares to be issued in settlement of accrued salary compensation, reflecting shares that had previously been issued upon the vesting of restricted stock units under the Company’s 2023 Equity Incentive Plan.

Amortization expenses for the six months ended June 30, 2026, were $2,556,674, compared to $4,618,020 for the six months ended June 30, 2025, a $2,061,346, or 45% decrease from the prior period. The decrease was primarily attributable to the impairment of intangible assets recognized in the prior year, which reduced the amortizable asset base.

Salaries and wages for the six months ended June 30, 2026, were $14,276,592, compared to $13,132,804 for the six months ended June 30, 2025, a $1,143,788 or 9% increase from the prior period, which was due mainly to increased headcount to both support revenue growth and to enable the entry into new markets for the current period, as well as an increase in employee salaries, compared to the prior period.

Professional fees for the six months ended June 30, 2026, were $1,998,683, compared to $2,075,650 for the six months ended June 30, 2025, a $76,967 or 4% decrease from the prior period. The decrease was primarily attributable to lower legal and advisory fees due to fewer acquisition, financing, and other corporate transaction activities during the current period.

Marketing expenses for the six months ended June 30, 2026, were $12,263,264, compared to $12,751,378 for the six months ended June 30, 2025, a $488,114 or 4% decrease from the prior period, which was primarily driven by the optimization of marketing costs, which mainly consisted of shifting toward more efficient and cost-effective marketing channels and campaigns.

Rents and utilities for the six months ended June 30, 2026, were $4,127,481, compared to $3,509,304 for the six months ended June 30, 2025, a $618,177 or 18% increase from the prior period, which was mainly due to the opening of new betting shops, which contributed to the growth of rent and utility costs, as well as the general increase in heating, electricity, telephone and internet costs, due to inflationary trends.

Interest expense. Interest expense decreased by $2,299,118, or 78%, to $653,911 for the six months ended June 30, 2026, from $2,953,029 for the six months ended June 30, 2025. The decrease primarily reflects the repayment of an October 2024 Secured Convertible Note in early April 2025, resulting in no interest accruals for the October 2024 Secured Convertible Note during the current year. In addition, the Company continued to repay the outstanding balances of its other loans, which further reduced interest expense during the period.

Interest earned. Interest earned decreased by $19,688, to $41,132 for the six months ended June 30, 2026, from $60,820 for the six months ended June 30, 2025. The decrease was mainly due to the maturity of term deposit agreements with banks during the period. The funds were subsequently reallocated into Eurobonds, which are expected to generate interest income in future periods.

Foreign exchange gain (loss). Foreign exchange results decreased by $944,482, to a loss of $574,269 for the six months ended June 30, 2026, compared to a gain of $370,213 for the six months ended June 30, 2025. The decrease was primarily driven by volatility and unfavorable fluctuations in the EUR/RSD/USD exchange rates, which impacted the remeasurement of the Company’s monetary assets and liabilities denominated in euros and Serbian dinars. Volatility in the euro and Serbian dinar against the U.S. dollar, as well as across other currencies used by the Group, including differences between average and period-end exchange rates, resulted in higher unrealized foreign exchange losses.

Other Income. Other income is related to income from marketing services for third-party advertising in MeridianBet Group betting shops, sale of fixed assets, value-added-tax (VAT) refunds, income from compensation for damages, income from reduction of liabilities and other income that is not directly related to the Company’s core activity. For the six months ended June 30, 2026, and 2025, other income amounted to $1,039,270 and $1,097,079, respectively.

63

Table of Contents

Provision for income taxes. We are subject to federal and state income taxes in the United States, as well as income taxes in the foreign jurisdictions in which we operate. Our effective tax rate was 24.21% and -4.02% for the six months ended June 30, 2026 and 2025, respectively. In addition, our effective tax rate was 24.10% and -15.13% for the three months ended June 30, 2026 and 2025, respectively. The increase in the effective tax rate for the six months ended June 30, 2026, compared with the same period in 2025, was primarily due to a change in the jurisdictional mix of income.

Net loss attributable to noncontrolling interest. Net loss attributable to noncontrolling interest in the acquired entity is measured at the proportionate share of each acquired entity, and for (a) Meridian Gaming Brazil SPE Ltda in the percentage of 30% (b) Fair Champions Meridian Ltd. Cyprus in the percentage of 49%, and (c) Classics Holding Pty Ltd Australia in the percentage of 20%. For the six months ended June 30, 2026, and 2025, net loss attributable to noncontrolling interest amounted to $295,818 and $174,155, respectively. The increase in loss was primarily driven by higher net losses generated by these entities during the six months ended June 30, 2026.

Net income (loss) attributable to MRDN. Net income attributable to MRDN increased by $8,241,798 to $4,425,845 for the six months ended June 30, 2026, from a net loss of $3,815,953 for the six months ended June 30, 2025. The increase was mainly due to higher revenues, gross profits as well as lower costs as discussed above.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of the Company’s financial condition and results of operations are based upon its consolidated unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these unaudited financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates past judgments and estimates, including those related to bad debts, accrued liabilities, goodwill and contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting policies and related risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on March 31, 2026, are those that depend most heavily on these judgments and estimates. As of June 30, 2026, there had been no material changes to any of the critical accounting policies contained therein. “Note 1 – Basis of Presentation and Accounting Policies,” of the notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on March 31, 2026, describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. The critical accounting estimates include transactions, assets, liabilities and obligations that are stated in foreign local currency and their conversion to US currency. Resulting loss on currency conversions related to assets and liabilities is recognized in shareholders’ equity in accumulated other comprehensive income (loss) on the Company’s consolidated balance sheets and realized foreign currency translation adjustments are recognized in other income in the consolidated statements of operations and comprehensive income.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

64

Table of Contents

Disclosure controls and procedures

The Company’s Chief Executive Officer (the principal executive officer) and Chief Financial Officer (principal financial/accounting officer) have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Based upon such evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed with the Commission pursuant to the Exchange Act, is recorded properly, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

65

Table of Contents

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2025, filed with the Commission on March 31, 2026 (the “Form 10-K”), under the heading “Risk Factors”, except as discussed below, and investors should review the risks provided in the Form 10-K and below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K, under “Risk Factors” and below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial conditions and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.

Failures, disruptions, defects or errors in our internally developed software and technology infrastructure could harm our business, reputation and results of operations.

Our online casino and sports wagering platforms depend on the continuous, reliable operation of complex, internally developed and proprietary software, as well as the underlying technology infrastructure, including servers, databases, cloud hosting environments, networks, and related systems, that together support real-time wagering, account management, payment processing, and responsible gaming controls. This software and infrastructure may contain undetected errors, bugs, or design defects, particularly as we update existing platforms, deploy new features, integrate acquired technology, or scale to accommodate increased user volume or new jurisdictions. Any such defects, or any failure, outage, or degradation in performance of our systems, whether caused by software errors, hardware failures, capacity constraints, power outages, natural disasters, human error, or other causes, could result in incorrect bet settlement, erroneous odds or payouts, inability of customers to place or settle wagers, or extended service interruptions, particularly during high-traffic periods such as major sporting events. Any of the foregoing could result in customer dissatisfaction and attrition, negative publicity, regulatory scrutiny or enforcement action, litigation, financial losses (including losses arising from mispriced or mis-settled wagers), and harm to our brand and competitive position, any of which could materially and adversely affect our business, financial condition, and results of operations.

66

Table of Contents

We rely on third-party systems, platform providers, and content providers to operate our business, and any failure, disruption, or deterioration in these relationships or systems could materially harm our operations.

We depend on a variety of third parties to operate our online casino and sports betting products, including third-party gaming platform and content providers, payment processors and banking partners, cloud hosting and content-delivery providers, geolocation and identity-verification vendors, and other technology and service providers. We do not fully control the operation, security, or reliability of these third-party systems. If any of these providers experiences an outage, service degradation, security breach, financial distress, insolvency, or termination of its relationship with us, or if we are unable to renew agreements with key providers on commercially reasonable terms (or at all), we may be unable to offer affected games or services, may experience delayed or interrupted service to our customers, and may be required to transition to alternative providers on short notice, which could be costly, time-consuming, and disruptive. Certain of our third-party providers may also be single points of failure for particular products or markets, increasing our exposure to any disruption of their systems. Any of these events could result in loss of customers and revenue, reputational harm, and regulatory consequences, and could materially and adversely affect our business and results of operations.

We depend on external data feeds, including sports event and odds data, and any inaccuracy, delay, or interruption in this data could result in improper bet settlement, financial losses, and regulatory exposure.

Our sports wagering operations depend on data feeds licensed from third-party data providers for real-time sports scores, statistics, event outcomes, and in certain situations, pricing/odds information, which we use to offer markets, price wagers, and settle bets. We also rely on external data and content feeds to support certain online casino products. If these data feeds are delayed, interrupted, inaccurate, incomplete, or manipulated (whether due to technical failure, provider error, loss of a data licensing relationship, or other causes), we may be unable to offer or may be forced to suspend certain betting markets, may settle wagers incorrectly, or may be exposed to arbitrage or advantage betting by customers exploiting stale or erroneous data. Errors in official event data can also lead to disputes with customers over bet settlement, potential financial liability, negative publicity, and regulatory inquiries or sanctions in jurisdictions that impose specific integrity or data-accuracy requirements on licensed operators. Any loss of access to reliable, timely sports data, or a material increase in the cost of licensing such data, could impair our ability to compete effectively and could materially and adversely affect our business and results of operations.

Cybersecurity incidents, hacking, or other technology-related attacks against us or our third-party providers could disrupt our operations, compromise sensitive data, and expose us to significant liability and reputational harm.

Our business involves the collection, storage, and processing of large volumes of sensitive customer information, including personal, financial, and payment data, as well as proprietary business and wagering data. Our systems, and the systems of the third parties on which we rely, are targets for cyberattacks, including hacking, ransomware, denial-of-service attacks, phishing and social engineering, credential-stuffing and account takeover attempts, malware, and other efforts by increasingly sophisticated bad actors, including organized groups seeking to defraud our platform or manipulate wagering outcomes. Despite our investment in security controls, we may not be able to anticipate, detect, or prevent all such attempts, and a successful cybersecurity incident could result in unauthorized access to or disclosure, loss, or misuse of customer or company data; theft of funds; manipulation or corruption of wagering, payout, or account data; extended platform outages; and compromise of the integrity of our games and betting markets. Any such incident could subject us to significant remediation costs, litigation, regulatory investigations and penalties (including under applicable data privacy and gaming laws), loss of gaming licenses in one or more jurisdictions, increased insurance costs, loss of customer trust, and reputational harm, any of which could materially and adversely affect our business, financial condition, and results of operations. In addition, because techniques used to obtain unauthorized access change frequently and are often not recognized until launched against a target, we may be unable to implement adequate preventative measures in time.

Disruptions in the availability of our computer systems, through cyber-attacks or otherwise, could damage our computer or telecommunications systems, impact our ability to service our customers, adversely affect our operations and the results of operations, and have an adverse effect on our reputation. The costs to us to eliminate or alleviate security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and the efforts to address these problems could result in interruptions, delays, cessation of service and loss of existing or potential customers and may impede our sales, distribution and other critical functions. We may also be subject to regulatory penalties and litigation by customers and other parties whose information has been compromised, all of which could have a material adverse effect on our business, results of operations and cash flows.

We face cyber security risks that could result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits and restrictions on our use of data.

Our information systems and data, including those we maintain with our third-party service providers, may be subject to cyber security breaches. Computer programmers and hackers may be able to penetrate our network security and misappropriate, copy or pirate our confidential information or that of third parties, create system disruptions or cause interruptions or shutdowns of our internal systems and services. Our website may become subject to denial-of-service attacks, where a website is bombarded with information requests eventually causing the website to overload, resulting in a delay or disruption of service. Computer programmers and hackers also may be able to develop and deploy viruses, worms and other malicious software programs that attack our products or otherwise exploit any security vulnerabilities of our products. There is a growing trend of advanced persistent threats being launched by organized and coordinated groups against corporate networks to breach security for malicious purposes.

67

Table of Contents

The techniques used to obtain unauthorized, improper, or illegal access to our systems, our data or customers' data, disable or degrade service, or sabotage systems are constantly evolving and have become increasingly complex and sophisticated, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched. Although we have developed systems and processes designed to protect our data and customer data and to prevent data loss and other security breaches and expect to continue to expend significant resources to bolster these protections, there can be no assurance that these security measures will provide absolute security, as demonstrated by the incident described below.

There has been in the past, and may in the future be, losses or unauthorized access to or releases of confidential information, including personally identifiable information, that could subject the Company to significant reputational, financial, legal and operational consequences. It is increasingly difficult to differentiate legitimate from illegitimate claims and therefore take reasonable and appropriate action.

The Company's business requires it to use, transmit and store confidential information including, among other things, personally identifiable information ("PII") with respect to the Company's customers and employees. The Company devotes significant resources to network and data security, including through the use of encryption and other security measures intended to protect its systems and data. But these measures cannot provide absolute security, and losses or unauthorized access to or releases of confidential information have occurred, including the incident described above, and could occur again, and could materially adversely affect the Company's reputation, financial condition and operating results. The Company's business also requires it to share confidential information with third parties. Although the Company takes steps to secure confidential information that is provided to third parties, such measures are not always effective, and losses or unauthorized access to or releases of confidential information have occurred and could recur, which could materially adversely affect the Company's reputation, financial condition and operating results.

For example, on May 26, 2026, the Company received a communication from a threat actor claiming to have obtained sensitive customer information by accessing a former employee’s credentials. The threat actor demanded payment from the Company in exchange for not publicly disclosing this information. Following receipt of such communication, the Company could not confirm the details of the threat actor’s allegations. The collective claimed to have information including, in certain cases, unique citizen identification numbers, ID card and passport data, home addresses, and other identifying information.

Upon receipt of that threat actor’s claims, the Company immediately investigated various potential infiltration methods used by the threat actor and confirmed that it was likely that some information was exfiltrated. However, the Company has not been able to quantify the information taken. The Company then considered whether and how to patch its methods to contain, assess and remediate the alleged incident. The Company believes such prophylactic actions have been successful and, since the initiation of its responsive efforts, it has not observed any evidence of new unauthorized activity. Still, the Company’s investigation, monitoring, and related activities are ongoing. The Company is actively engaged with local law enforcement and government partners in connection with the incident described herein. The Company is and will continue implementing further measures to strengthen its security environment and protect its customers. Although the Company has taken remedial measures, the Company cannot guarantee that all effects of the incident have been fully identified, remediated, or mitigated. If this threat actor’s claims were realized, the Company could face lawsuits, purported class actions, regulatory investigations and enforcement actions (and related fines, penalties, consent decrees, or other regulatory obligations), remediation costs, notification costs, reputational harm, loss of customers, contractual and business impacts, insurance premium increases (or loss of coverage), and increased cybersecurity compliance costs. Any of the foregoing consequences, individually or in the aggregate, could have a material adverse effect on the Company’s business, financial condition, results of operations, and reputation, and consequently, the value of the Company’s securities.

The effects of the above may result in a material adverse effect on our operations, cash flow, future prospects, and the value of our securities.

Nevertheless, to the Company’s knowledge, the incident has not resulted in any material disruption to, or impact on, the Company's operations, its financial condition or results of operations.

Additionally, as with all companies, our security measures may not be sufficient for all eventualities and may be vulnerable to hacking, employee error, malfeasance, system error, faulty password management or other irregularities. In addition to the risks relating to general confidential information described above, the Company is also subject to specific obligations relating to payment card data. Under payment card rules and obligations, if cardholder information is potentially compromised, the Company could be liable for associated investigatory expenses and could also incur significant fees or fines if the Company fails to follow payment card industry data security standards. The Company could also experience a significant increase in payment card transaction costs or lose the ability to process payment cards if it fails to follow payment card industry data security standards, which would materially adversely affect the Company’s reputation, financial condition and operating results.