High Roller Technologies (ROLR) sets June 30, 2026 annual meeting and proxy deadlines

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

High Roller Technologies, Inc. disclosed the timing and mechanics for its 2026 annual meeting of stockholders. The annual meeting will be held on June 30, 2026.

Stockholder proposals and director nominations for inclusion in the company’s proxy materials under Rule 14a-8 must be received by the Secretary at the Las Vegas headquarters by the close of business on May 4, 2026. Proposals or nominations outside Rule 14a-8 must also arrive by May 4, 2026 and comply with the company’s Bylaws and SEC rules.

To comply with the SEC’s universal proxy rules, stockholders who plan to solicit proxies for their own director nominees must deliver the notice required by Rule 14a-19 no later than May 1, 2026.

8-K Event Classification

Item 5.08 — Shareholder Director Nominations

1 item

Item 5.08 Shareholder Director Nominations Governance

Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.

Key Figures

Annual meeting date: June 30, 2026 Rule 14a-8 proposal deadline: May 4, 2026 Bylaw proposal/nomination deadline: May 4, 2026 +2 more

5 metrics

Annual meeting date June 30, 2026 Date of 2026 annual meeting of stockholders

Rule 14a-8 proposal deadline May 4, 2026 Close of business deadline for inclusion in proxy materials

Bylaw proposal/nomination deadline May 4, 2026 Deadline for other stockholder business at annual meeting

Universal proxy notice deadline May 1, 2026 Rule 14a-19 notice deadline, 60 days before meeting

Form type Form 8-K Item 5.08 Shareholder Director Nominations

Key Terms

Rule 14a-8, universal proxy rules, Rule 14a-19, Schedule 14N, +1 more

5 terms

Rule 14a-8 regulatory

"pursuant to Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

universal proxy rules regulatory

"In addition, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies"

Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.

Rule 14a-19 regulatory

"information required by Rule 14a-19 under the Exchange Act to comply with the universal proxy rules"

Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.

Schedule 14N regulatory

"including any notice on Schedule 14N, comply with the rules and regulations promulgated under the Exchange Act"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

04/22/2026 - 04:35 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2026

HIGH ROLLER TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

001-42202

(Commission File Number)

Delaware		87-4159815
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification Number)

400 South 4th Street, Suite 500-#390
Las Vegas, Nevada 89101

(Address of principal executive offices, with zip code)

(702) 509-5244

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ROLR		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.08 Shareholder Director Nominations.

High Roller Technologies, Inc. (the “Company”) has determined that the Company’s annual meeting of stockholders (the “Annual Meeting”) will be held on June 30, 2026.

Because the Annual Meeting date has been changed by more than 30 calendar days from the anniversary date of the previous year’s annual meeting (the “Prior Annual Meeting”), pursuant to Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the deadline for stockholder nominations or proposals for consideration at the Annual Meeting set forth in the Company’s 2025 Annual Meeting proxy statement no longer applies. As such, the Company is filing this Current Report on Form 8-K to inform stockholders of this change and to provide the due date for the submission of any qualified stockholder proposals or qualified stockholder director nominations.

Additionally, stockholders who wish to submit a proposal or director nomination for consideration at the Annual Meeting, other than pursuant to Rule 14a-8, must comply with the procedures set forth in the Company’s Bylaws.

Stockholders of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must ensure that such proposal is delivered to or mailed to and received by the Company’s Secretary at 400 South 4th Street, Suite 500-#390, Las Vegas, NV 89101, not later than the close of business on May 4, 2026, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its notice and access of proxy materials. Such proposals must comply with all applicable procedures and requirements of Rule 14a-8. Any stockholder who intends to submit a director nomination or who intends to submit a proposal regarding any other matter of business at the Annual Meeting other than in accordance with Rule 14a-8 or otherwise must similarly make sure that such nomination or proposal and related notice, including any notice on Schedule 14N, comply with the rules and regulations promulgated under the Exchange Act and the Company’s Bylaws, and are delivered to, or mailed and received at, the Company’s principal executive offices on or before the close of business on May 4, 2026. Any director nominations and stockholder proposals received after the May 4, 2026 deadline will be considered untimely and will not be considered for inclusion in the proxy material for the Annual Meeting nor will it be considered at the Annual Meeting.

In addition, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act to comply with the universal proxy rules, which notice must be postmarked or transmitted electronically to the Company at its principal executive offices no later than May 1, 2026, which is 60 calendar days prior to the Annual Meeting.

All stockholder proposals or director nominations must be received by the Company at its principal executive offices located at 400 South 4th Street, Suite 500-#390, Las Vegas, NV 89101 addressed to the Secretary of the Company and must comply with applicable Delaware law, the rules and regulations promulgated by the SEC and the procedures set forth in the Company’s Bylaws.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HIGH ROLLER TECHNOLOGIES, INC.

Date: April 22, 2026	By:	/s/ Adam Felman
		Adam Felman Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

When is High Roller Technologies, Inc. (ROLR) holding its 2026 annual meeting?

High Roller Technologies’ 2026 annual meeting of stockholders will be held on June 30, 2026. The company notes this date is more than 30 days after the prior year’s meeting, triggering updated deadlines for stockholder proposals and director nominations under SEC proxy rules.

What is the deadline to submit Rule 14a-8 proposals for High Roller Technologies (ROLR)?

Stockholders seeking to include a proposal in High Roller Technologies’ proxy materials under Rule 14a-8 must ensure it is received by the company’s Secretary by the close of business on May 4, 2026 at the Las Vegas headquarters address stated in the disclosure.

How can ROLR stockholders submit director nominations or other business outside Rule 14a-8?

Stockholders must follow the procedures in High Roller Technologies’ Bylaws and applicable SEC rules. Nominations or other business, including any related Schedule 14N notice, must be delivered to the principal executive offices by the close of business on May 4, 2026 for consideration at the annual meeting.

What are the universal proxy rule requirements for High Roller Technologies’ 2026 meeting?

Stockholders soliciting proxies for director nominees other than the company’s must provide a Rule 14a-19 notice. This notice must be postmarked or electronically transmitted to High Roller Technologies’ principal executive offices no later than May 1, 2026, which is 60 days before the annual meeting.

Where must High Roller Technologies (ROLR) stockholder proposals and nominations be sent?

All stockholder proposals and director nominations must be addressed to the Secretary of High Roller Technologies at 400 South 4th Street, Suite 500-#390, Las Vegas, NV 89101. They must also comply with Delaware law, SEC regulations, and the company’s Bylaws to be considered.

What happens if ROLR receives stockholder proposals after May 4, 2026?

Any director nominations or stockholder proposals received after May 4, 2026 are deemed untimely. They will not be included in High Roller Technologies’ proxy materials for the 2026 annual meeting and will not be considered at the meeting, according to the company’s disclosure.

Filing Exhibits & Attachments

5 documents