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Meridian Holdings Inc. 8-K Filings

MRDN NASDAQ

Every 8-K that Meridian Holdings Inc. (MRDN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow MRDN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MRDN filings page.

Rhea-AI Summary

Meridian Holdings Inc. amended the MeridianBet acquisition agreement and its $15 million promissory notes. As of September 28, 2026, it had paid the sellers $10 million of 12-month consideration and $9,374,328 of 18-month consideration, in cash or stock. The remaining $625,672 is payable by November 1, 2031, or earlier at the company’s discretion, without interest. The notes are also due November 1, 2031, with no interest unless an event of default occurs; then principal accrues interest at the lesser of 12% annually and the maximum rate under applicable law. Monthly interest payments were removed.

On October 2, 2026, Zhe ‘Scott’ Yan became chief accounting officer, principal financial officer and principal accounting officer; William Scott ceased the latter two roles and remains president, chief financial officer, treasurer and board chair. Yan is expected to receive an annual salary of $280,000 Australian dollars. Company CEO Zoran Milošević’s annual base salary was reduced from $396,000 to $216,000, effective January 1, 2026; the amendment also removes a yearly 10% increase and the option to receive salary in company stock.

Rhea-AI Summary

Meridian Holdings Inc. (MRDN) updated investors on Brazil’s September 25, 2026 Provisional Measure and said its exposure is limited. The company said Brazil represents an immaterial share of Group revenue and that it entered the market without large-scale marketing expenditure before licensing. The measure prohibits operation, intermediation and advertising of online betting and online casino services in Brazil, and requires funds to be returned to bettors.

The measure is expected to be subject to congressional approval within 120 days of adoption to remain in effect. Under Brazilian law, it takes effect on publication in the Diário Oficial da União, is valid for 60 days and may be extended once for a further 60 days; without congressional approval within that period, it ceases to have effect. Meridian Holdings said it has been and continues to be fully compliant with the measure and applicable Brazilian regulatory requirements, and is reviewing its implications with legal advisers. Its subsidiary Meridian Gaming Brasil SPE Ltda holds authorization for fixed-odds sports betting and online gaming through December 31, 2029.

Rhea-AI Summary

Meridian Holdings appointed long-time Meridianbet leader Zoran Milošević as Chief Executive Officer of the parent company, while he continues as Meridianbet CEO. William Scott, previously Interim CEO, will become Chief Financial Officer and remain Chairman, focusing on financial reporting, capital allocation and investor engagement.

The Board also added Michael Prescott as an independent director and Audit Committee member, bringing global gaming, legal and regulatory experience. Current CFO Rich Christensen will leave the company. The Board states that this leadership structure is intended to enhance executive accountability, strengthen governance and support Meridian’s next phase of disciplined international growth.

Rhea-AI Summary

Meridian Holdings reported strong second quarter 2026 results, with revenue up 16% year-over-year to $50.2 million. Net income attributable to MRDN was $2.2 million, or $0.17 per diluted share, marking a second consecutive quarter of GAAP profitability. Adjusted EBITDA rose 43% to $5.9 million, expanding margin to 11.8%. First-half 2026 revenue reached $100.3 million, up 17% and surpassing $100 million for the first time. Gross profit was $26.9 million with a 53.5% margin, reflecting lower sportsbook and casino hold and bettor-favorable World Cup results.

Operating cash flow was $7.8 million in the quarter, supporting continued deleveraging. Total debt declined to $26.7 million, with net debt down 65% year-over-year to $9.4 million and net debt leverage at 0.39x, the sixth straight quarter of balance sheet improvement. Meridianbet Group delivered $35.8 million of revenue, up 23% with strong customer growth, while Expanse Studios grew revenue 138%. RKings and Classics for a Cause generated $10.8 million of combined revenue, and GMAG contributed $3.6 million.

For the second half of 2026, the company expects constant currency revenue growth of approximately 8% to 10% year-over-year, with the fourth quarter anticipated to be the strongest period given major sporting events and holiday wagering.

Rhea-AI Summary

Meridian Holdings posted a strong Q1 2026, with revenue of $50.1 million, up 17% year over year as its Meridianbet operations scaled. Gross profit rose to $28.1 million with a 56.2% margin, broadly in line with last year.

The company returned to GAAP profitability, generating $2.2 million in net income, or $0.18 per diluted share, versus a small loss a year ago. Adjusted EBITDA increased 26% to $6.3 million, above the $6.1 million target, and margin expanded to 12.6%.

Meridian strengthened its balance sheet with $16.2 million of cash, total debt of $29.7 million (down 54% year over year), net debt of $13.4 million (down 62% year over year), and a net debt leverage ratio of 0.53x. Operating cash flow was $5.2 million. The company issued revenue guidance of $51–53 million, implying 18%–23% growth over revenue of $43.2 million.

Rhea-AI Summary

Meridian Holdings reported record full-year 2025 revenue of $182.9 million, up 21%, and fourth quarter revenue of $49.6 million, up 8% from the prior year. Gross profit rose to $103.5 million, a 17% increase, but the company recorded a 2025 net loss of $92 million, or $7.76 per share, driven mainly by a $91.8 million non-cash goodwill and intangible asset impairment linked to a sustained share price decline. Adjusted EBITDA was $19.4 million for the year and $4.6 million for the quarter, both below 2024 as Meridian increased selling and marketing spend to grow customers. The company ended 2025 with cash of $18.1 million, total debt of $34.7 million (down 51%) and a net debt leverage ratio of 0.86. For Q1 2026, Meridian preliminarily expects revenue of about $50 million, up roughly 17%, and Adjusted EBITDA of about $6.1 million, up roughly 9% year over year.

Rhea-AI Summary

Meridian Holdings Inc., formerly Golden Matrix Group, approved a 1-for-12 reverse stock split and a corporate name change to better reflect its role as holding company for MeridianBet Group. Both actions became effective on March 3, 2026.

The reverse split is intended to help the company meet Nasdaq’s minimum $1.00 per share bid price requirement for continued listing. Authorized common shares were reduced from 300 million to 25 million and issued and outstanding shares from 151.7 million to 12.6 million, with fractional shares cashed out.

The company’s Nasdaq ticker changed from GMGI to MRDN, and a new CUSIP was assigned. Options, warrants and preferred stock conversion ratios were adjusted proportionately so that shareholder ownership percentages and voting power remain essentially unchanged.

Rhea-AI Summary

Golden Matrix Group is implementing a 1-for-12 reverse stock split of its common stock and changing its name to Meridian Holdings Inc. to support compliance with Nasdaq’s minimum bid price rule and reposition its capital structure.

The split, name change and new ticker “MRDN” are expected to become effective at 12:01 AM ET on March 3, 2026, with trading on a split-adjusted basis beginning that day. Issued and outstanding common shares will be reduced from 151,692,749 to 12,641,062, and authorized common shares will decrease from 300,000,000 to 25,000,000, without changing par value.

All shareholders will be affected proportionally, preserving ownership percentages and voting power, aside from cash paid in lieu of fractional shares. Equity awards, plan reserves and warrants will be adjusted to reflect the new share count, and no action is required for most brokerage or book-entry holders.

Rhea-AI Summary

Golden Matrix Group, Inc. updated its leadership structure. The Board confirmed Executive Chairman and Interim Chief Executive Officer William Scott as President of the company, effective February 19, 2026. Chief Financial Officer Rich Christensen was also appointed Treasurer on the same date, consolidating his financial responsibilities.

The company states that Mr. Scott and Mr. Christensen are not party to any other material arrangements tied to these roles, beyond existing indemnification agreements, a nominating and voting agreement related to Series C Preferred Stock, and Mr. Christensen’s employment agreement as previously described in the company’s proxy materials. The filing also confirms there are no family relationships between either executive and other directors or officers.

Rhea-AI Summary

Golden Matrix Group reported that board member Thomas E. McChesney resigned from the Board of Directors and all committee roles, effective December 12, 2025. He previously served on the Audit and Nominating and Corporate Governance Committees and chaired the Compensation Committee.

Under a Director Separation Agreement, the company paid Mr. McChesney $60,000 in cash for past board service and in lieu of 2025 board incentive compensation he was eligible to earn, and all of his unvested restricted stock units were forfeited. The agreement includes mutual release, confidentiality, and non-disparagement provisions.

The company stated that his resignation did not result from any dispute or disagreement with management, the Board, or company policies. The Board has begun a process to identify candidates to fill his vacancy and the independent director vacancy created when William Scott became Interim Chief Executive Officer, and plans to appoint new independent directors as soon as practicable.

Rhea-AI Summary

Golden Matrix Group, Inc. has authorized a share repurchase program for up to $3 million of its outstanding common stock. The Board approved the program on December 15, 2025, with an expected end date of December 15, 2026, unless it is extended, completed earlier once the $3 million limit is reached, or discontinued.

The company may buy back shares from time to time in the open market, through negotiated transactions, or by other methods that comply with federal securities laws, including Rule 10b-18, and may also use a Rule 10b5-1 plan. Repurchases will be made at management’s discretion at prices it considers attractive and in the best interests of the company and its stockholders. The program can be suspended, modified, or terminated at any time and does not obligate Golden Matrix to repurchase any specific number of shares. It is expected to be funded from the company’s working capital.

Rhea-AI Summary

Golden Matrix Group reported that former Chief Executive Officer Anthony Brian Goodman’s employment ended effective December 12, 2025 under a previously signed Severance and Release Agreement. The agreement provides a severance payment of $951,750, including $537,327 placed in escrow, of which $300,000 was released on December 12 and the remaining $237,327 is expected to be released shortly.

As of that date, Mr. Goodman resigned from all roles with the company and its subsidiaries, including President, Chief Executive Officer, Principal Executive Officer, Secretary, Treasurer, and director. Executive Chairman William Scott has been appointed Interim Chief Executive Officer and Principal Executive Officer, and the board has begun a process to identify a new independent director to fill the vacancy created by his move into management.

Rhea-AI Summary

Golden Matrix Group (GMGI) amended its MeridianBet acquisition terms and adjusted related payments. The company and the sellers executed a Ninth Amendment under which $8,000,000 of non‑contingent post‑closing cash consideration owed to Aleksandar Milovanović was converted into 8,000,000 shares of common stock at $1.00 per share, with the shares in process of issuance. The due date for the remaining $1,099,672 owed to the sellers was extended to October 9, 2026.

The company reported these as unregistered issuances under Section 4(a)(2)/Rule 506 of Regulation D. Separately, minority interest holders of Meridian Gaming Ltd. converted $24,000 into 18,606 common shares at $1.29 per share.

At the 2025 annual meeting, stockholders elected three directors and Series C holders elected two Series C directors. Say‑on‑pay was approved with 123,452,449.85 votes for, and the auditor appointment passed with 125,508,630.85 votes for.

Rhea-AI Summary

Golden Matrix Group (GMGI) furnished its quarterly results materials for the three-month period ended September 30, 2025. The company provided a press release and an investor presentation, with a related webcast available on its website.

The materials are furnished under Item 2.02 and not deemed filed. The company references non-GAAP financial measures; reconciliations to comparable GAAP metrics are included in the press release and presentation (Exhibits 99.1 and 99.2).

Rhea-AI Summary

Golden Matrix Group, Inc. disclosed issuance of unregistered common shares described as "Post-Closing Cash Conversion Shares" to accredited investors. The shares were offered without general solicitation, no underwriters or agents participated, and no underwriting discounts or commissions were paid. Recipients are subject to transfer restrictions and the securities will carry legends noting they have not been registered under the Securities Act and cannot be offered or sold in the United States absent registration or an applicable exemption. The disclosure incorporates earlier Item language by reference and affirms the private placement nature of the issuance.