GDEV Inc. (GDEV) SEC Filings

GDEV Inc. held its 2026 annual general meeting on August 28, 2026 in Limassol, Cyprus, and reported that all agenda items were approved by a majority of votes cast.

Shareholders re-elected the company’s independent directors, with support levels above 14.19 million votes for each nominee and very few votes against or abstentions. Shareholders also approved and adopted an Amended and Restated Memorandum and Articles of Association, with 14,197,627 votes for, 2,437 against and 100 abstentions. The updated corporate charter is furnished as Exhibit 3.1 and, together with this report, is incorporated by reference into GDEV’s existing Form F-3 registration statements (File Nos. 333-280580 and 333-282062).

GDEV Inc. (GDEV) had its warrants removed from listing and registration on the Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. The action applies to the company’s warrant class of securities. Nasdaq states it complied with its own rules and SEC Rule 12d2‑2(b) to strike the warrants from listing and/or withdraw their registration. GDEV Inc. is noted as having complied with the Exchange’s rules and SEC Rule 12d2‑2(c) governing the voluntary withdrawal of this warrant class from listing and registration.

GDEV Inc. insider Anton Reingold, who serves as Chief Executive Officer of Nexters Global Ltd., reported an option exercise and related share movements. On 2026-08-21, he exercised a fully vested stock option for 22,072 Ordinary Shares at a conversion price of $0.00 per share. In connection with this exercise, 3,863 Ordinary Shares were delivered or withheld at $11.24 per share for payment of the exercise price or tax liability. The exercised stock option position was reduced to 0 derivative shares after the transaction.

GDEV Inc. (GDEV) reported lower top-line but stronger profitability for the quarter and six months ended June 30, 2026. Q2 2026 revenue was $93.6 million, down 22% year-over-year, as bookings fell 21% to $73 million, mainly driven by a 23% decline in monthly paying users. H1 2026 revenue declined 11% to $193.0 million, with bookings down 10% to $156 million. Advertising’s share of bookings edged down to about 5%.

Despite revenue pressure, cost discipline and mix effects improved earnings. Q2 2026 profit net of tax rose to $19.9 million from $16.6 million, and H1 profit increased to $37.3 million from $30.9 million. Q2 Adjusted EBITDA was $20 million (slightly below prior year), while H1 Adjusted EBITDA inched up to $39 million. Operating cash flow improved sharply, to $10 million in Q2 and $14.8 million for H1, versus negative cash generation a year earlier, lifting cash and cash equivalents to $78.2 million. Hero Wars contributed about 93% of H1 revenue, and deferred revenue remained large at $242.4 million, reflecting significant future performance obligations. GDEV also agreed to sell its Island Hoppers game for up to $5.0 million, triggering accelerated recognition of $2.1 million in deferred revenue at closing.

GDEV Inc. (GDEV) reports an amendment to a prior notice regarding its listed public warrants. The company clarifies that its public warrants (CUSIP: G6529J118) trade on the Nasdaq Global Market under the symbol GDEVW and will be suspended from trading as of the close of business one trading day before their expiration, on August 25, 2026. After trading is suspended, a Form 25 will be filed to remove the public warrants from listing on the Nasdaq Global Market. The rest of the prior disclosure remains unchanged, and this report is incorporated by reference into GDEV’s existing Form F-3 registration statements.

GDEV Inc. director Andrew Jeremy Sheppard exercised a fully vested stock option for 7,906 Ordinary Shares on 2026-08-11. The derivative position in this option was reduced to zero, and his directly held Ordinary Shares increased to 8,418 following the transaction.

GDEV Inc. has filed a prospectus supplement allowing certain affiliates to resell up to 982,615 ordinary shares issued or issuable under its 2021 Employee Stock Option Plan. These shares may be sold from time to time by the named Selling Shareholders in various transaction types and at varying prices.

GDEV is not selling any shares in this offering and will not receive proceeds from resale of the ordinary shares, other than any cash paid upon exercise of options that carry an exercise price. Ordinary shares outstanding were 18,150,489 as of the supplement date; this is a baseline figure, not the amount being offered. The supplement updates the list of Selling Shareholders and their respective resale amounts, including executives and directors, and replaces the prior prospectus supplement no. 1.

The ordinary shares trade on the Nasdaq Global Market under the symbol GDEV, and the last reported sale price on July 28, 2026 was $11.81 per share.

GDEV Inc. notified holders of its outstanding public and private warrants that, under their terms, all such warrants will expire at 5:00 p.m., New York City time, on August 26, 2026. Each ten warrants permit the purchase of one ordinary share at an exercise price of $115.00 per share, and the warrants are currently out of the money.

The company’s public warrants, listed on the Nasdaq Global Market under the symbol GDEVW, will cease trading and be delisted upon expiration. The information is incorporated by reference into GDEV Inc.’s Registration Statements on Form F-3, File Nos. 333-280580 and 333-282062.