DEF 14A of Sharplink, Inc., Mar 17, 2026

DEF 14A of Sharplink, Inc.

Filed Mar 17, 2026 · FY20250001493152-26-010536

Open on EDGAR

  1. Director Compensation

    Director Compensation The following table provides information on compensation earned by or paid to our non-employee directors in 2025. Neither Mr. Chalom nor Mr. Phythian was eligible to receive compensation for their service on the Board.

  2. Director Compensation

    | Name | Fees earned or paid in cash ($) | Stock Awards (1) ($) | Total ($) | | Leslie Bernhard | 83,543 | 663,432 | 746,975 | | Obie McKenzie | 82,500 | 663,432 | 745,932 | | Robert Gutkowski | 76,042 | 663,432 | 739,474 | | Joseph Lubin | 107,917 | - | 107,917 |

  3. Director Compensation

    | (1) Reflects the grant date fair value of restricted stock unit awards for 2025 computed in accordance with FASB ASC Topic 718. See Note 8 to the consolidated financial statements included in our Annual Report for the fiscal year ended December 31, 2025, for a discussion of the relevant assumptions used in calculating the grant date fair value under ASC Topic 718. As of December 31, 2025, each non-employee director held the following number of unvested restricted stock units: Ms. Bernhard – 49,997 restricted stock units; Mr. McKenzie – 49,997 restricted stock units; Mr. Gutkowski – 49,997 restricted stock units; and Mr. Lubin – zero restricted stock units. The non-employee directors do not hold any stock options. The unvested RSUs will vest equally over the next two years on the anniversary of May 26, 2025, the grant date. |

  4. Director Compensation Program

    Director Compensation Program Our non-employee director compensation program is designed to enhance our ability to attract and retain highly qualified independent directors and to align their interests with the long-term interests of our stockholders. The program consists of both a cash component, designed to compensate independent directors for their service on the Board and its committees, and an equity component, designed to align the interests of independent directors and stockholders. The Compensation Committee periodically reviews compensation paid to our non-employee directors and makes recommendations for adjustments, as appropriate, to the full Board. As part of this annual review, the Compensation Committee considers the significant time commitment and skill level required by each non-employee director in serving on our board of directors and its various committees. The Compensation Committee seeks to maintain a market competitive director compensation program and, with the assistance of its independent compensation consultant, benchmarks our director compensation program against those maintained by the peer group we use to evaluate our executive compensation program. On March 19, 2025, the Board approved the following director compensation program for 2025:

  5. Director Compensation Program

    | ● | An annual cash retainer of $35,000; | | ● | An additional annual cash retainer of $15,000 for the chair of the Audit Committee and $10,000 for each of its other members; and | | ● | An additional annual cash retainer of $15,000 for the chair of the Compensation Committee, and $10,000 for each of its other members. |

  6. Director Compensation Program

    Each non-employee was also eligible to receive an annual grant of 6,667 fully vested shares, subject to stockholder approval of an increase in the shares authorized under the 2023 Equity Incentive Plan, which occurred at the special meeting of stockholders held on July 24, 2025. The annual grant of 6,667 was fully vested on July 24, 2025. In connection with the private placement offering, and after seeking guidance from its independent compensation consultant, on May 26, 2025, the Compensation Committee approved a “staking” grant of restricted stock units covering 74,996 shares for each of Ms. Bernhard, Mr. McKenzie and Mr. Gutkowski, subject to stockholder approval of an increase in the shares authorized under the 2023 Equity Incentive Plan, which vested as to one-third of the units on each of the date of stockholder approval of the amended 2023 Equity Incentive Plan and on the first two anniversaries thereof, with accelerated vesting in the event of a termination without cause (including due to not being re-elected by stockholders) or for death or disability, or failure to be re-nominated for election to the Board, or a change in control. As noted above, our stockholders approved an increase in the shares authorized under the 2023 Equity Incentive Plan on July 24, 2025. Effective as of June 1, 2025, and after a review of the director compensation practices of the new compensation peer group, the Board approved an updated director compensation program, as set forth below:

  7. Director Compensation Program

    | ● | An annual cash retainer of $75,000; | | ● | An additional annual cash retainer of $90,000 for the Chair of the Board; | | ● | An additional annual cash retainer of $20,000 for the chair of the Audit Committee and $10,000 for each of its other members; | | ● | An additional annual cash retainer of $15,000 for the chair of the Compensation Committee, and $7,500 for each of its other members; | | ● | An additional annual cash retainer of $10,000 for the chair of the Nominating and Corporate Governance Committee, and $5,000 for each of its other members; and | | ● | An additional annual cash retainer of $10,000 for the chair of the Investment and Technology Committee, and $5,000 for each of its other members. |

  8. Director Compensation Program

    Each non-employee director who is serving on the Board as of the date of any annual meeting (including the Annual Meeting), and who will continue to serve as a non-employee director immediately following such meeting, will automatically be granted on the date of such annual meeting a fully vested stock award with a value of $75,000 Effective January 1, 2026, the Board amended the director compensation program to increase the annual cash retainer to $175,000.

  9. Strengthening Market Positioning and Brand Identity

    Strengthening Market Positioning and Brand Identity

  10. Strengthening Market Positioning and Brand Identity

    | ● | Completed a comprehensive rebrand to align the Company’s public identity with its ETH-focused treasury strategy. | | ● | Adopted the tagline “Ethereum with an Edge” and launched a new corporate website to support investor education and engagement. | | ● | Expanded global investor outreach and communications initiatives to increase market awareness of the Company’s differentiated strategy. |

  11. Strengthening Market Positioning and Brand Identity

    These notable accomplishments, together with individual executive performance and the Company’s broader strategic progress during 2025, were factored by the Compensation Committee in determining the compensation for the Company’s named executive officers. (1)To enhance transparency into the Company’s yield performance, Sharplink tracks a reporting metric called “ETH Concentration,” which is also referred to as “ETH per share.” This metric is calculated by dividing the number of ETH, including the as-if redeemed LsETH, Sharplink holds by each 1,000 assumed diluted shares issued and outstanding (“Assumed Diluted Shares Outstanding”). Assumed Diluted Shares Outstanding represents the sum of (i) Sharplink’s actual shares of common stock issued and outstanding as of the end of each reporting period, inclusive of disclosed ATM sales, plus (ii) the additional shares that would be issued upon the assumed exercise or settlement of all outstanding warrants, pre-funded warrants, stock option awards, and restricted stock units. Notably, Assumed Diluted Shares Outstanding is not calculated using the treasury stock method. It does not account for equity award vesting conditions, stock option exercise prices, or contractual restrictions limiting the convertibility of debt instruments. Additionally, it excludes any assumed share repurchases that would ordinarily be considered under the treasury stock method. Cash-converted basis assumes full cash deployment into ETH at week-ending closing price.

  12. Competitive Compensation Levels

    Competitive Compensation Levels We believe that each element of our compensation program should remain competitive to retain, and, if necessary, attract experienced, high-caliber executives. When setting 2025 compensation levels for the named executive officers in March 2025, the Compensation Committee established a compensation peer group using the following criteria: (i) traded on the Nasdaq Stock Market; (ii) market capitalization below $15 million; and (iii) businesses that focus on sports, technology and digital marketing. Based on these criteria, the initial peer group for compensation decisions made in March 2025 was comprised of Connexa Sports Technologies, Inc.; Gryphon Digital Mining, Inc.; Hall of Fame Resort & Entertainment; Marin Software Incorporated; Motorsports Games Inc.; Nextrip, Inc.; and Verb Technology Company, Inc. In connection with the private placement offering in May of 2025, the Compensation Committee retained Farient Advisors as its independent compensation consultant, reporting directly to the Compensation Committee and serving at the sole discretion of the Compensation Committee. During its engagement, Farient Advisors was asked to establish a new compensation peer group to reflect the new strategic direction of the Company and to review competitive compensation data, including pay mix and compensation levels. The Compensation Committee, after obtaining advice from Farient Advisors, established the following criteria for the new compensation peer group: (i) traded on major U.S. exchanges; (ii) headquartered in the U.S.; (iii) financial services or banking companies engaged in treasury management, sports gaming or entertainment companies similar or related to the Company’s legacy business and cryptocurrency and/or blockchain businesses or firms that support companies engaged in those activities; and (iv) market capitalization between approximately $500 million and $5 billion. Based on this criteria, the members of the compensation peer group for purposes of making compensation decisions after the private placement offering were as follows: Associated Banc-Corp; Atlantic Union Bankshares Corp.; CleanSpark, Inc.; Columbia Banking System, Inc.; CRA International, Inc.; Customers Bancorp, Inc.; DeFi Development Corp.; F.N.B. Corp.; Hut 8 Corp.; PENN Entertainment, Inc.; Q2 Holdings, Inc.; Rush Street Interactive, Inc.; Semler Scientific, Inc.; TeraWulf Inc.; Upexi, Inc.; and WSFS Financial Corp. For 2025, the Compensation Committee attempted to structure compensation for named executive officers at approximately the 50th percentile of the market data. The Compensation Committee, however, retained discretion to adjust specific compensation elements and levels above or below these guidelines to respond to market conditions, promotions, new hires, individual performance or other circumstances.

  13. Elements of Total Direct Compensation

    Elements of Total Direct Compensation A summary of our total direct compensation - consisting of base salary, STI opportunities and LTI opportunities - for our named executive officers is set forth below. Annual Base Salaries We provide a base salary to retain and attract key executive talent and to align our compensation with market practices. Base salaries are reviewed and established by the Compensation Committee on a competitive basis each year to align with market levels. On March 19, 2025, the Compensation Committee approved an annual base salary of $440,000 for Mr. Phythian and $261,684 for Mr. DeLucia. In connection with the private placement offering and the hiring of Mr. Chalom, the Compensation Committee reviewed the compensation data from the new compensation peer group, as prepared by the committee’s independent compensation consultant, and approved the following base salary levels effective as of July 24, 2025: Mr. Chalom’s base salary was set at $750,000, Mr. Phythian’s base salary was increased to $660,000 and Mr. DeLucia’s base salary was increased to $450,000. Short-Term Incentives The STI program is designed to motivate our named executive officers to achieve annual business plan objectives and individual goals. Each year the Compensation Committee establishes a target STI award opportunity for our named executive officers. On March 19, 2025, the Compensation Committee approved a target STI opportunity of 50% of base salary for each of Mr. Phythian and Mr. DeLucia. In connection with the private placement offering and the hiring of Mr. Chalom, the Compensation Committee reviewed the compensation data from the new compensation peer group, as prepared by the committee’s independent compensation consultant, and approved a target STI opportunity for each named executive officer at 100% of his base salary, effective as of July 24, 2025. The 2025 STI payout levels were determined by the Compensation Committee based on an overall assessment of corporate performance and individual contributions. After the closing of the private placement offering, the Compensation Committee approved certain corporate goals and objectives that generally focused on deliverables with respect to the following areas: business transition from a small cap to a major public company; capital markets and investor relations; treasury strategy and investment operations; communications and public relations; corporate governance; financial reporting and operations; current operating business; and future operating business. Based on its assessment of overall corporate performance and the exceptional individual contributions of each participating executive, and its desire to retain a management team that is essential to our continued success, the Compensation Committee recommended, and the Board approved, a 2025 STI award of (i) $4,000,000 for Mr. Chalom, three quarters of which was paid in fully vested stock and one-quarter of which was paid in cash; and (ii) $1,350,000 for Mr. DeLucia, two-thirds of which was paid in fully vested stock and one-third of which was paid in cash. The shares of fully vested stock were issued under the 2023 Equity Incentive Plan. The STI awards were heavily weighted toward Company stock to enhance the link between executive and stockholder interests. Mr. Phythian’s role was eliminated on December 15, 2025, and he received a pro-rated STI award of $144,658, payable in cash. Long-Term Incentives The Compensation Committee believes that a competitive LTI program is an important component of total direct compensation because it: (i) enhances the retentive value of our compensation; (ii) rewards executives for increasing our stock price and developing long-term value; and (iii) provides executives with an opportunity for stock ownership to align their interests with those of our stockholders. On March 19, 2025, the Compensation Committee approved an award of restricted stock units to Mr. Phythian, covering 18,333 shares, and to Mr. DeLucia, covering 10,904 shares, in each case subject to stockholder approval of an increase in the shares authorized under the 2023 Equity Incentive Plan, which occurred on July 24, 2025. These restricted stock units vested on December 31, 2025. On May 26, 2025, in connection with the private placement offering, and after seeking guidance from its independent compensation consultant, the Compensation Committee approved a “staking” grant of restricted stock units to Mr. Phythian and Mr. DeLucia, subject to stockholder approval of an increase in the shares authorized under the 2023 Equity Incentive Plan. Mr. Phythian’s grant covered 224,987 shares and Mr. DeLucia’s grant covered 112,493 shares. The special grant will vest one-third on each of the first three anniversaries of the date that stockholders approved an increase in the shares authorized under the 2023 Equity Incentive Plan, with accelerated vesting in the event of a termination without cause, or for death or disability, or a resignation for good reason, or a change in control. As noted above, our stockholders approved an increase in the shares authorized under the 2023 Equity Incentive Plan on July 24, 2025. In connection with the private placement offering and the hiring of Mr. Chalom, the Compensation Committee reviewed the compensation data from the new compensation peer group, as prepared by the committee’s independent compensation consultant, and on August 27, 2025, approved a sign-on restricted stock unit award for our named executive officers with a value of $7,000,000 for Mr. Chalom, $3,700,000 for Mr. Phythian and $1,150,000 for Mr. DeLucia. The award value was converted to shares using the average closing per-share price of the Company’s common stock for the seventy-five trading days immediately preceding July 24, 2025 (which seventy-five-day average price was $15.79). The award was allocated (i) two-thirds to time-based vesting conditions, with one-third of such time-based vesting units vesting on the first anniversary of the grant date and the remaining time-based vesting units vesting in equal quarterly installments thereafter, and (ii) one-third to performance-based vesting conditions, which vests based on the extent to which certain annual performance goals (with the following performance periods: July 1, 2025 – June 30, 2026; July 1, 2026 – June 30, 2027; and July 1, 2027 – June 30, 2028) were achieved over a three-year performance cycle. For the first annual performance period commencing July 1, 2025, the Compensation Committee approved certain corporate goals and objectives that generally focus on deliverables with respect to the following areas: capital markets and investor relations; treasury strategy and investment operations; communications and public relations; corporate governance; financial reporting and operations; current operating business; and future operating business.

  14. Employment Agreements

    Employment Agreements In connection with his appointment as the Company’s Co-Chief Executive Officer, Mr. Chalom entered into an employment agreement with the Company on July 24, 2025, which provides for (i) an annual base salary of $750,000; (ii) a target short-term incentive opportunity equal to 100% of his base salary, with a maximum opportunity of up to 150% of his base salary; (iii) a sign-on restricted stock unit award with an award value of $7,000,000, allocated two-thirds to time-based vesting conditions, with one-third of such time-based vesting units vesting on the first anniversary of the grant date and the remaining time-based vesting units vesting in equal quarterly installments thereafter, and one-third to performance-based vesting conditions, which will vest based on the extent that certain annual performance goals, selected by the Board or a committee thereof, are achieved over a three-year performance cycle; (iv) a long-term incentive opportunity for the 2026 fiscal year commencing July 1, 2026 with a “target” value of not less than $4,000,000; and (v) payment for an annual executive physical. Mr. Chalom’s employment agreement also provides for certain severance benefits if his employment were terminated by the Company without cause, death or disability, or upon his resignation for good reason, including an amount equal to two times his base salary and target bonus, any short-term incentive earned for the prior fiscal year but not yet paid, a pro-rated short-term incentive for the year of termination, based on actual results, subsidized health insurance premiums for eighteen months, full vesting of any time-based equity awards and pro-rated vesting of any performance-based equity awards, based on actual results for the entire performance period. Moreover, upon a change in control, all his equity awards will vest in full (with performance-based awards vesting based on performance through the date of the transaction). In exchange for the severance benefits, Mr. Chalom must sign a release of claims in favor of the Company. Mr. Chalom’s employment agreement also includes standard confidentiality, non-competition, non-solicitation and non-disparagement covenants. In connection with his appointment as the Company’s Co-Chief Executive Officer, Mr. Phythian entered into a new employment agreement with the Company on July 24, 2025, which replaces and supersedes his prior employment agreement with the Company dated as of February 14, 2024, as amended on March 19, 2025, and as amended on June 29, 2025. The employment agreement provides for (i) an annual base salary of $660,000, (ii) a target short-term incentive opportunity equal to 100% of his base salary, with a maximum opportunity of up to 150% of his base salary, (iii) a sign-on restricted stock unit award with an award value of $3,700,000, allocated two-thirds to time-based vesting conditions, with one-third of such time-based vesting units vesting on the first anniversary of the grant date and the remaining time-based vesting units vesting in equal quarterly installments thereafter, and one-third to performance-based vesting conditions, which will vest based on the extent that certain annual performance goals, selected by the Board or a committee thereof, are achieved over a three-year performance cycle; (iv) a long-term incentive opportunity for the 2026 fiscal year commencing July 1, 2026 with a “target” value of not less than $3,700,000; and (v) payment for an annual executive physical. Mr. Phythian’s employment agreement also provides for certain severance benefits if his employment were terminated by the Company without cause, death or disability, or upon his resignation for good reason, including an amount equal to two times his base salary and target bonus, any short-term incentive earned for the prior fiscal year but not yet paid, a pro-rated short-term incentive for the year of termination, based on actual results, subsidized health insurance premiums for eighteen months, full vesting of any time-based equity awards and pro-rated vesting of any performance-based equity awards, based on actual results for the entire performance period. Moreover, upon a change in control, all his equity awards will vest in full (with performance-based awards vesting based on performance through the date of the transaction). In exchange for the severance benefits, Mr. Phythian must sign a release of claims in favor of the Company. Mr. Phythian’s employment agreement also includes standard confidentiality, non-solicitation and non-disparagement covenants. In connection with these appointments, Mr. DeLucia, our Chief Financial Officer, entered into a new employment agreement with the Company on July 24, 2025, which replaces and supersedes his prior employment agreement with the Company dated as of February 14, 2024, as amended on March 19, 2025, and as amended on June 29, 2025. The employment agreement provides for (i) an annual base salary of $450,000, (ii) a target short-term incentive opportunity equal to 100% of his base salary, with a maximum opportunity of up to 150% of his base salary, (iii) a sign-on restricted stock unit award, with an award value of $1,150,000, allocated two-thirds to time-based vesting conditions, with one-third of such time-based vesting units vesting on the first anniversary of the grant date and the remaining time-based vesting units vesting in equal quarterly installments thereafter, and one-third to performance-based vesting conditions, which will vest based on the extent that certain annual performance goals, selected by the Board or a committee thereof, are achieved over a three-year performance cycle; and (iv) a long-term incentive opportunity for the 2026 fiscal year commencing July 1, 2026 with a “target” value of not less than $1,150,000. Mr. DeLucia’s employment agreement also provides for certain severance benefits if his employment were terminated by the Company without cause, death or disability, or upon his resignation for good reason, including an amount equal to two times his base salary and target bonus, any short-term incentive earned for the prior fiscal year but not yet paid, a pro-rated short-term incentive for the year of termination, based on actual results, subsidized health insurance premiums for eighteen months, full vesting of any time-based equity awards and pro-rated vesting of any performance-based equity awards, based on actual results for the entire performance period. Moreover, upon a change in control, all his equity awards will vest in full (with performance-based awards vesting based on performance through the date of the transaction). In exchange for the severance benefits, Mr. DeLucia must sign a release of claims in favor of the Company. Mr. DeLucia’s employment agreement also includes standard confidentiality, non-competition, non-solicitation and non-disparagement covenants.

  15. Severance Agreement

    Severance Agreement On December 15, 2025, we effected the separation of Mr. Phythian’s role as Co-Chief Executive Officer and he entered into a separation agreement with the Company, which provided (i) cash severance in the amount of $1,980,000, (ii) a pro-rated short-term incentive for the 2025 fiscal year equal to $144,658 to be paid in cash, (iii) subsidized health insurance premiums for eighteen months, (iv) full vesting of his time-based restricted stock units covering 224,987 shares of the Company’s common stock that were approved on May 26, 2025, (v) vesting of 78,120 shares of the Company’s common stock, which represents 50% of the time-based restricted stock units that were approved on August 27, 2025, and (vi) vesting of 13,020 shares of the Company’s common stock, representing 1/6th of his performance-based restricted stock units that were approved on August 27, 2025. Under the separation agreement, Mr. Phythian reconfirmed compliance with the restrictive covenants set forth in his employment agreement and executed a release of claims with the Company. Mr. Phythian also resigned from the Board on December 15, 2025.

  16. Summary Executive Compensation Table

    | Name and Position | Fiscal Year | Salary ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Joseph Chalom (1) | 2025 | 317,308 | 6,136,448 | - | 4,000,000 | - | 10,453,756 | | President and Chief Executive Officer | | | | | | | | | Rob Phythian (1) | 2025 | 467,502 | 8,421,840 | - | 144,658 | 1,991,000 | 11,025,001 | | Former President and Chief Executive Officer | 2024 | 276,346 | 140,000 | 108,242 | 216,595 | 12,000 | 753,183 | | Robert DeLucia | 2025 | 345,263 | 3,679,448 | - | 1,350,000 | - | 5,374,711 | | Chief Financial Officer | 2024 | 219,615 | 112,000 | 35,445 | 170,938 | - | 537,998 |

  17. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth information regarding the stock options and unvested restricted stock units held by each of the named executive officers as of December 31, 2025.

  18. Outstanding Equity Awards

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#) (2) | Market Value of Shares or Units That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested ($)(3) | | Joseph Chalom | | | | | 295,590 | | | 2,642,575 | | | | | | | | | 147,795 | 1,321,287 | | Rob Phythian | 668 | | $112.32 | 12/28/2030 | | | | | | | 278 | | $808.80 | 7/27/2031 | | | | | | | 4,722 | | $808.80 | 7/26/2031 | | | | | | | 3,750 | | $75.48 | 9/8/2032 | | | | | | | 1,458 | | $52.80 | 2/27/2033 | | | | | | Robert DeLucia | | | | | 48,560 | | | 434,126 | | | | | | | 112,493 | | | 1,005,687 | | | | | | | 8,094 | | | 72,360 | | | | | | | | | 24,281 | 217,072 | | | 1,250 | | $144.00 | 8/22/2032 | | | | | | | 417 | | $52.80 | 2/27/2033 | | | | |

  19. Outstanding Equity Awards

    | (1) Reflect unvested stock options held by each named executive officer as of December 31, 2025. | | (2) Reflects unvested time-based restricted stock units held by each named executive officer as of December 31, 2025. The unvested time-based restricted stock units vest as follows: (i) for Mr. Chalom, the 295,590 units vest one-third on July 24, 2026, and the remaining amount in eight equal quarterly installments thereafter; and (ii) for Mr. DeLucia, the 48,560 restricted stock units vest one-third on July 24, 2026, and the remaining amount in eight equal quarterly installments thereafter, and the 112,493 restricted stock units vest one-third on each of the first three anniversaries of July 24, 2025. | | (3) The market value is based on the closing market price of our common stock on the last trading day of 2025 ($8.94). | | (4) Reflects the unvested performance-based restricted stock units held by each named executive officer as of December 31, 2025. These awards are reported at the target level and are scheduled to vest, based on achievement of the applicable performance goals, on July 24, 2028. |

  20. Pay Versus Performance

    Pay Versus Performance The information provided below is mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, which requires that we, among other things, report the amount of “compensation actually paid” to our named executive officers. These amounts are calculated in accordance with applicable SEC rules, and do not reflect the actual amount of compensation earned by or paid to our named executive officers during each applicable year.

  21. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO – Joseph Chalom ($)(1) | Summary Compensation Table Total for PEO – Rob Phythian ($)(1) | Compensation Actually Paid to PEO – Joseph Chalom ($)(1)(2)(3) | Compensation Actually Paid to PEO - Rob Phythian ($)(1)(2)(3)(5) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) | Value of Initial Fixed $100 Investment Based on Total Stockholder Return ($)(4) | Net Income (Loss) ($) | | 2025 | 10,453,756 | 11,025,001 | 6,959,882 | 4,773,798 | 5,374,711 | 3,625,945 | 47 | (734,586,614) | | 2024 | - | 761,837 | - | 901,758 | 634,704 | 660,676 | 50 | 10,099,619 | | 2023 | - | 488,428 | - | 691,300 | 911,674 | 1,092,856 | 100 | (14,243,182) |

  22. Pay Versus Performance

    | (1) Our principal executive officers (“PEOs”) for 2025 were Mr. Chalom and Mr. Phythian. The Non-PEO named executive officers (“Non-PEO NEOs”) for 2025 is Robert DeLucia, CFO. |

  23. Pay Versus Performance

    | (2) The amounts shown as Compensation Actually Paid (“CAP”) have been calculated in accordance with Item 402(v) of Regulation S-K and do not represent amounts actually earned, realized or received by the Company’s named executive officers. CAP reflects adjustments to the Summary Compensation Table (“SCT”) total compensation for each applicable year, as described in footnote (3) below. | | (3) CAP reflects the exclusion of the grant-date fair value of equity awards reported in the SCT and the inclusion of the fair value of equity awards determined in accordance with ASC Topic 718, Compensation—Stock Compensation, based on the measurement dates prescribed by Item 402(v) of Regulation S-K. |

  24. Pay Versus Performance

    These adjustments include:

  25. Pay Versus Performance

    | ● | subtracting the grant-date fair value of stock awards reported in the Stock Awards column of the SCT; | | ● | adding the year-end fair value of awards granted in the applicable fiscal year that remain outstanding and unvested as of the end of the fiscal year; | | ● | adding or subtracting the change in fair value of awards granted in prior fiscal years that remain outstanding and unvested as of the end of the fiscal year; | | ● | adding the change in fair value from the end of the prior fiscal year to the vesting date for awards granted in prior fiscal years that vested during the fiscal year; | | ● | adding the fair value of awards granted and vested in the same fiscal year; and | | ● | deducting the fair value at the end of the prior fiscal year of awards granted in prior fiscal years that were forfeited during the fiscal year. |

  26. Pay Versus Performance

    | (4) Company total shareholder return (“TSR”) represents the cumulative investment return of an initial fixed $100 investment in the Company’s common stock beginning on December 29, 2023 (the last trading day of fiscal 2023) and ending on the last trading day of the applicable fiscal year, assuming reinvestment of all dividends. The TSR reflected in the table above may not be indicative of future performance. | | (5) The amount reported as Compensation Actually Paid to Mr. Phythian for fiscal 2025 includes amounts associated with the termination of his employment on December 15, 2025, including cash severance and the value of equity awards that vested on an accelerated basis in connection with his separation from service. See “Potential Payments Upon Termination or Change in Control” for additional information. |

  27. Pay Versus Performance

    | | 2025 - PEO ($) Joseph Chalom | 2025 - PEO ($) Rob Phythian | 2025 -Non - PEO NEOs ($) | | Summary Compensation Table (“SCT”) Total Compensation | 10,453,756 | 11,025,001 | 5,374,711 | | Deduct equity awards reported in SCT | (6,136,448) | (8,421,840) | (3,679,448) | | Add year-end fair value of equity awards in covered fiscal year which are outstanding and unvested as of the end of the current fiscal year | 2,642,575 | - | 1,512,174 | | Add the change in fair value as of the end of the current fiscal year (from the end of the prior fiscal year) of any awards granted in prior years that remain outstanding and unvested as of the end of the current fiscal year | - | - | (3,265) | | Add the change in fair value from the end of the prior fiscal year to the vest date for awards granted in prior years that vested in the current year | - | - | 3,274 | | Add the fair value as of the vesting dates for awards that are granted and vested in the same current fiscal year | - | 2,170,638 | 58,500 | | Deduct the fair value at the end of the prior fiscal year for awards granted in prior years that forfeited during the current fiscal year | - | - | - | | Add the dollar value of any dividends, dividend equivalents, or other earnings paid on stock or option awards in the current fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the covered fiscal year | - | - | - | | Compensation Actually Paid | 6,959,882 | 4,773,798 | 3,265,945 |

  28. Compensation Actually Paid and Total Shareholder Return

    Compensation Actually Paid and Total Shareholder Return The Company’s total shareholder return (“TSR”) declined significantly over the period presented, reflecting the volatility in the Company’s stock price. Compensation actually paid to our PEOs and Non-PEO NEOs during the period is influenced by the fair value of equity awards, which fluctuates with changes in the Company’s stock price. As a result, CAP amounts may increase or decrease from year to year based on stock price performance, regardless of whether new equity awards are granted.

  29. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss) Net income (loss) varied significantly during the period presented, including a substantial net loss for fiscal 2025 primarily related to non-cash charges associated with the Company’s digital asset strategy and related accounting adjustments. Because a significant portion of executive compensation is delivered in the form of equity awards, CAP amounts do not directly correspond to net income (loss) for the applicable fiscal year.