Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On October 15, 2026, the Audit Committee (the “ Audit Committee ”) of the Board of Directors (the “ Board ”) of High Roller Technologies, Inc. (the “ Company ”), after discussion with the Company’s senior management, concluded that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the periods ended March 31, 2026 and June 30, 2026, ori…

of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD. The Company’s website address is included as an inactive textual reference only. Information on the Company’s website is not, and will not be deemed to be, a part of this Current Report on Form 8-K or incorporated into any other filings the Company may make with the Securities and Exchange Commission. The presen…

of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The filing is about an amendment to the equity incentive plan, not a management change.

of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On April 14, 2026, High Roller Technologies, Inc. (the "Company") entered into a Mutual Collaboration Agreement (the "Agreement") with Foris DAX Markets, Inc. ("FDMI"), d/b/a Crypto.com, and its affiliates, including North American Derivatives Exchange, Inc. d/b/a Crypto.com | Derivatives North America ("CDNA") and Foris DAX FCM, LLC ("CDC-FCM"). Pursuant to the Agreement, the Company will serve as a guaranteed introducing broker for the purpose of…

The filing pertains to the approval of discretionary cash bonuses for executives, not a management change.

of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement On January 19, 2026, High Roller Technologies, Inc. (the “Company”), entered into a placement agent agreement (the “Placement Agent Agreement”) with ThinkEquity LLC (“the “Placement Agent”), pursuant to which the Company agreed to issue and sell directly to several investors, in a registered direct offering (the “Offering”) an aggregate of 1,892,506 shares (the “Shares”) of the common stock, par value $0.001 (the “Common Stock”), at an offering price…

Other Events On January 14, 2026, the Company issued a press release announcing the execution of the LOI described above. Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction, anticipated definitive agreements, product launch timing, exclusivity arrangements that could cause actual results to differ materially from those…

Entry into a Material Definitive Agreement. Letter of Intent with FDMI On January 12, 2026, High Roller Technologies, Inc. (the “Company”) entered into a binding letter of intent (the “LOI”) with Foris DAX Markets, Inc. (“FDMI”) relating to a proposed strategic partnership involving derivatives contracts based on the outcome of specific and identifiable events in the “Predictions” product class offered by the North American Derivatives Exchange, Inc. d/b/a Crypto.com | Derivatives North Ameri…

Entry into a Material Definitive Agreement On January 8, 2026, High Roller Technologies, Inc. (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor in a private placement (the “Private Placement”) an aggregate of 357,143 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, at a purchase price of $2.80 per share. The aggre…

by reference. The information furnished by and incorporated by reference in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing. Forward-Looking Statements This communication includes forward-looking statements, including statements relating to the e…

Unregistered Sales of Equity Securities. The disclosure related to the Private Placement set forth above in

Seth Young: The CEO's salary was increased.

Completion of Acquisition or Disposition of Assets. On December 31, 2025 (the “Closing Date”), High Roller Technologies, Inc. (the “Company”) completed the acquisition, through its wholly owned subsidiary, Deepdive Holdings Ltd., a Malta company (the “Buyer”), pursuant to the previously disclosed share transfer agreement (the “STA”) among Deepdive and Happy Hour Entertainment Holdings Ltd., a British Virgin Islands company (the “Seller”). Pursuant to the STA dated December 23, 2025, on the Cl…

Entry into a Material Definitive Agreement. On December 23, 2025, High Roller Technologies, Inc., a Delaware corporation (the “Company”), through its wholly owned subsidiary, Deepdive Holdings Ltd., a Malta company (the “Buyer”), entered into a share transfer agreement (the “STA”) with Happy Hour Entertainment Holdings Ltd., a British Virgin Islands company (the “Seller”). Pursuant to the STA, the Buyer agreed to acquire from the Seller all of the issued and outstanding shares of Happy Hour S…

The filing is about an amendment to the equity incentive plan, not a management change.

of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Chief Operating Officer — Jake Francis: The company appointed Jake Francis as Chief Operating Officer, bringing in new leadership with extensive experience.

Chief Executive Officer — Ben Clemes: Ben Clemes resigned as CEO, and Seth Young was appointed as the new CEO.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On August 19, 2025, High Roller Technologies, Inc. (the “Company”) received notice from the NYSE American LLC (“NYSE American”) that it had accepted the Company’s plan to regain compliance with the NYSE American continued listing standards and granted a plan period through December 4, 2026 (“Plan Period Deadline”). As previously disclosed on June 6, 2025, the Company received a letter from the…

of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 4, 2025, High Roller Technologies, Inc. (the “Company”) was notified by NYSE American LLC that due to reporting of stockholders’ equity of approximately $2.8 million, the Company no longer meets the requirement that it must have no less than $4 million or more in stockholders’ equity pursuant to the continued listing standards set forth under Section 1003(a)(ii) of the NYSE American Co…

Regulation FD Disclosure. High Roller Technologies, Inc. (the “Company”) updated its corporate presentation, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company intends to use this presentation in meetings with investors and post on its website. The corporate presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to…