Shareholders back High Roller (NYSE: ROLR) 2024 equity plan amendment

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

High Roller Technologies, Inc. reported results of its June 30, 2026 annual stockholder meeting. Stockholders approved an amendment to the Company’s 2024 Equity Incentive Plan, which is filed as Exhibit 10.1.

Holders of 7,562,064 of the 10,968,987 common shares entitled to vote were present in person or by proxy. All director nominees received between 6,214,820 and 6,264,080 votes “for,” with relatively small “withheld” votes and 1,145,353 broker non-votes for each nominee.

A proposal related to the plan amendment received 6,312,420 votes “for,” 100,521 “against,” 3,767 abstentions and 1,145,356 broker non-votes. Another proposal passed with 7,473,420 votes “for,” 3,738 “against” and 84,906 abstentions.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented: 7,562,064 shares Shares entitled to vote: 10,968,987 shares Equity plan amendment votes for: 6,312,420 votes +4 more

7 metrics

Shares represented 7,562,064 shares Shares present in person or by proxy at annual meeting

Shares entitled to vote 10,968,987 shares Common stock entitled to vote at annual meeting

Equity plan amendment votes for 6,312,420 votes Votes in favor of plan amendment proposal

Equity plan amendment votes against 100,521 votes Votes against plan amendment proposal

Equity plan amendment abstentions 3,767 votes Abstentions on plan amendment proposal

Equity plan amendment broker non-votes 1,145,356 votes Broker non-votes on plan amendment proposal

Other proposal votes for 7,473,420 votes Votes in favor of another proposal at meeting

Key Terms

2024 Equity Incentive Plan, Plan Amendment, definitive proxy statement, Broker Non-Votes, +1 more

5 terms

2024 Equity Incentive Plan financial

"approved and adopted an amendment (the “Plan Amendment”) to the Company’s 2024 Equity Incentive Plan, as amended (the “Plan”)"

Plan Amendment financial

"approved and adopted an amendment (the “Plan Amendment”) to the Company’s 2024 Equity Incentive Plan"

definitive proxy statement regulatory

"included under the heading “Proposal No. 2: The Plan Amendment Proposal” in the definitive proxy statement filed by the Company"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Broker Non-Votes financial

"For | | Against | | Abstain | | Broker Non-Votes 6,312,420 | | 100,521 | | 3,767 | | 1,145,356"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"Emerging growth company Item 5.02. Departure of Directors or Certain Officers"

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.

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Understanding 8-K Material Events →

Available on EDGAR 07/01/2026 - 04:38 PM Accepted by SEC EDGAR 07/01/2026 - 04:35 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 30, 2026

HIGH ROLLER TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-42202

87-4159815

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 30, 2026, the stockholders of High Roller Technologies, Inc. (the “Company”) approved and adopted an amendment (the “Plan Amendment”) to the Company’s 2024 Equity Incentive Plan, as amended (the “Plan”), at its 2026 annual meeting of stockholders (the “Annual Meeting”). A summary of the material terms of the Plan, as amended by the Plan Amendment, is included under the heading “Proposal No. 2: The Plan Amendment Proposal” in the definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities and Exchange Commission on May 14, 2026. The summary is qualified in its entirety by reference to the full text of the Plan, as amended by the Plan Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting on June 30, 2026. At the Annual Meeting, the Company’s stockholders were asked to vote upon:

The election of six directors, each to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. The nominees for election were Michael Cribari, Brandon Eachus, Daniel Bradtke, Jonas Martensson, Kristen Britt, and David Weild IV;

2.	The approval of the Plan Amendment to increase the individual award limit set forth in Section 9.8 of the Plan from 170,000 to 250,000 shares; and

3.	The ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 7,562,064 of the 10,968,987 shares of the Company’s common stock entitled to vote, were as follows:

1.	The stockholders approved the election of each of the director nominees to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. The voting results were as follows:

	For		Withheld		Broker Non-Votes
Michael Cribari		6,215,097		201,614		1,145,353
Brandon Eachus		6,215,056		201,655		1,145,353
Daniel Bradtke		6,214,820		201,891		1,145,353
Jonas Martensson		6,251,391		165,320		1,145,353
Kristen Britt		6,253,981		162,730		1,145,353
David Weild IV		6,264,080		152,631		1,145,353

2.	The stockholders approved the Plan Amendment, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
6,312,420		100,521		3,767		1,145,356

The stockholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
7,473,420		3,738		84,906		N/A

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Amendment to High Roller Technologies, Inc. 2024 Equity Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated: July 1, 2026	By:	/s/ Adam Felman
		Adam Felman
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did High Roller Technologies (ROLR) stockholders approve at the 2026 annual meeting?

Stockholders approved an amendment to High Roller Technologies’ 2024 Equity Incentive Plan. The amendment was presented as a proposal at the June 30, 2026 annual meeting and received strong support, with over 6.3 million votes in favor versus about 100,000 against.

How many High Roller Technologies (ROLR) shares were represented at the 2026 annual meeting?

Holders of 7,562,064 shares were present in person or by proxy at the meeting. These shares came from a total of 10,968,987 common shares entitled to vote, indicating a solid turnout for the company’s annual stockholder meeting.

How did director nominees fare in the High Roller Technologies (ROLR) 2026 vote?

All director nominees were elected with about 6.2 million votes “for” each. Withheld votes were near 200,000 per nominee, and there were 1,145,353 broker non-votes, showing broad but not unanimous support for the current board slate.

What were the vote results on the High Roller Technologies (ROLR) equity plan amendment?

The equity plan amendment proposal received 6,312,420 votes “for” and 100,521 “against.” There were 3,767 abstentions and 1,145,356 broker non-votes, indicating substantial approval among voting stockholders for changes to the 2024 Equity Incentive Plan.

Were there other proposals voted on at High Roller Technologies’ 2026 meeting?

Yes. Another proposal received 7,473,420 votes “for,” 3,738 “against,” and 84,906 abstentions. The filing does not detail the proposal’s subject in this excerpt, but the vote totals show it passed comfortably with strong stockholder backing.

Where can investors find full details of High Roller Technologies’ amended equity plan?

Full details of the amended 2024 Equity Incentive Plan are in Exhibit 10.1. The company’s summary in its proxy statement is expressly qualified by reference to this exhibit, which contains the complete text of the plan as amended.

Filing Exhibits & Attachments

6 documents