Sharplink, Inc. Stock Compensation Disclosure
Inducement Award Plan
On August 19, 2025, the Board of Directors (the “Board”) of the Company adopted the Sharplink, Inc. Inducement Award Plan (the “Inducement Award Plan”). The Board reserved shares of the Company’s Common Stock for issuance under the Inducement Award Plan, including restricted stock units (time-based and performance-based), subject to adjustment as provided in the plan document.
The terms of the Inducement Award Plan are substantially similar to the terms of the Company’s Amended and Restated 2023 Equity Incentive Plan, with the exception that incentive stock options may not be issued under the Inducement Award Plan, and equity awards under the Inducement Award Plan (including nonqualified stock options, restricted stock, restricted stock units, and other stock-based awards) may be issued only to an employee who is commencing employment with the Company or any subsidiary or who is being rehired following a bona fide interruption of employment by the Company or any subsidiary, in either case if he or she is granted such award in connection with his or her commencement of employment and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.
In August 2025, the Company granted restricted stock units to the newly appointed CEO with performance based awards and service based awards, under the Inducement Award Plan (see Restricted Stock Units - Performance Based below).
Stock Options
Option awards are generally granted with an exercise price equal to the market price of the Company’s Common Stock at the date of grant; those options generally vest based over three years of continuous service and have ten-year contractual terms. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the plans. For the year ended December 31 2025, the Company managed the following equity plans: Sharplink Gaming Ltd. 2021 Equity Incentive Plan, Sharplink Gaming, Inc. 2023 Equity Incentive Plan and Inducement Award Plan.
The Company granted stock options for the year ended December 31, 2025 and 2024, respectively. The Company recognized stock compensation expense for stock options of $ and $for the years ended December 31, 2025 and 2024, respectively, of which $0 and $12 of expense are recorded in discontinued operations.
| Options | Shares of Common Stock | Weighted average exercise price | Weighted average remaining contractual term | Aggregate intrinsic value | ||||||||||||
| Outstanding as of December 31, 2024 | 9,022 | $ | 91.08 | 7.6 | $ | |||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited | (116 | ) | 52.80 | |||||||||||||
| Expired | ||||||||||||||||
| Outstanding as of December 31, 2025 | 8,906 | $ | 91.56 | 2.5 | $ | |||||||||||
| Exercisable as of December 31, 2025 | 8,863 | $ | 91.76 | 2.5 | $ | |||||||||||
Unamortized stock compensation expense of $ will be recognized through 2026 for unvested options which have a weighted average recognition period of .
The summary of activity under the plans as of December 31, 2024, and change during the year ended December 31, 2024, is as follows:
| Options | Shares of Common Stock | Weighted average exercise price | Weighted average remaining contractual term | Aggregate intrinsic value | ||||||||||||
| Outstanding as of December 31, 2023 | 34,568 | $ | 105.48 | 7.7 | $ | 3,750 | ||||||||||
| Granted | ||||||||||||||||
| Exercised | (208 | ) | 7.44 | |||||||||||||
| Forfeited | (8,721 | ) | $ | 68.28 | ||||||||||||
| Expired | (16,618 | ) | $ | 132.72 | ||||||||||||
| Outstanding as of December 31, 2024 | 9,022 | $ | 91.08 | 7.6 | $ | |||||||||||
| Exercisable as of December 31, 2024 | 6,631 | $ | 96.60 | 7.6 | $ | |||||||||||
Restricted Stock Units - Service Based
The Company’s Compensation Committee recommended to the Board and the Board approved the granting of certain restricted stock units (“RSUs”) to employees and the Board that vest over the passage of time. The Company recognized stock compensation expense for service based RSU awards of $ and $ for the year ended December 31, 2025 and 2024, respectively.
The following is a summary of service based RSU activity for the year ended December 31, 2025:
| Weighted | ||||||||||||||||
| Average | ||||||||||||||||
| Weighted | Remaining | Aggregate | ||||||||||||||
| Number of | Average Grant | Contractual | Intrinsic | |||||||||||||
| RSU Shares | Date Fair Value | Term | Value | |||||||||||||
| Outstanding as of December 31, 2024 | 12,501 | $ | 7.80 | - | $ | |||||||||||
| Granted | 1,791,002 | 19.12 | - | |||||||||||||
| Forfeited | (58,020 | ) | - | |||||||||||||
| Vested | (151,278 | ) | 18.22 | - | 1,440,990 | |||||||||||
| Outstanding and unvested as of December 31, 2025 | 1,594,205 | $ | 14.26 | 3.48 | $ | |||||||||||
The total unrecognized compensation cost related to unvested service based RSUs as of December 31, 2025 was $. The grant date fair value of the vested and issued restricted stock was $.
The following is a summary of RSU activity for the year ended December 31, 2024:
| Weighted | ||||||||||||||||
| Average | ||||||||||||||||
| Weighted | Remaining | Aggregate | ||||||||||||||
| Number of | Average Grant | Contractual | Intrinsic | |||||||||||||
| RSU Shares | Date Fair Value | Term | Value | |||||||||||||
| Outstanding as of December 31, 2023 | $ | - | $ | |||||||||||||
| Granted | 41,667 | 8.64 | - | |||||||||||||
| Forfeited | - | |||||||||||||||
| Vested | (29,166 | ) | 9.00 | - | ||||||||||||
| Outstanding and unvested as of December 31, 2024 | 12,501 | $ | 7.80 | 13.13 | $ | |||||||||||
Restricted Stock Units - Performance Based
The Company’s Compensation Committee recommended to the Board of Directors and the Board approved the design of performance based restricted stock units (“Performance RSU”) for certain executive officers. The awards are intended to vest based on the achievement of specified financial and operational performance metrics over a three-year performance period, subject to continued service through the end of the performance period. The Company recognizes the stock-based compensation expense in connection with the Performance RSUs when they are granted or at the service inception date if the service inception date precedes the grant date. As of December 31, 2025, a grant date had not yet been established for Performance RSUs granted during 2025 because certain performance conditions and award parameters remained subject to the sole discretion and final determination by the Compensation Committee. The Company remeasures the fair value of the award at each reporting date, as the service date preceded the grant date. In the period in which the grant date occurs, cumulative compensation cost will be adjusted to reflect the cumulative effect of measuring compensation cost based on the fair value at the grant date rather than the fair value previously used at the service inception date or subsequent reporting dates. For the year ended December 31, 2025, the Company recognized $in stock compensation expense. Unamortized stock compensation expense of $ will be recognized through 2028 for unvested RSU’s subject to fair value remeasurement to the grant date.
There were no Performance RSUs issued during 2024.
Accelerated Restricted Stock Units
In connection with the separation of the Company’s former Co-Chief Executive Officer on December 15, 2025 (see Note 5 - Additional Balance Sheet Information), equity awards vested pursuant to the terms of the applicable employment and award agreements. As a result, the Company recognized stock-based compensation expense of $ related to the accelerated vesting of these awards during the year ended December 31, 2025. The shares were issued in January 2026, utilizing a net share method, for 171,216 common shares issued for vested restricted stock. These shares were considered issued and outstanding as of December 31, 2025.
Related Party Stock-Based Compensation
As stated in Note 7 - Warrants, the Company recognized $ in stock-based compensation for the Strategic Advisor Warrants and an additional $ in stock-based compensation for the Secondment Agreements as stated in Note 12 - Related Party.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.