Sharplink (SBET) entities convert pre-funded warrants into common stock and shift holdings
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Sharplink, Inc. director-related entities restructured their position by exercising pre-funded warrants into Common Stock and reallocating those warrants among affiliated vehicles. On April 15, 2026, Consensys Software, Inc. exercised pre-funded warrants to receive 3,966,340 shares of Common Stock at an exercise price of $0.0001 per share, and held a total of 5,676,952 shares indirectly associated with director Joseph Michael Lubin.
On the same date, Lubin held 5,154,213 shares of Common Stock directly after exercising pre-funded warrants, and Permanent Highest Power Capital LLC, a family-related entity, held 1,200,000 shares following its exercises. Additional indirect holdings include shares held by ConsenSys AG and Ethereal Ventures Fund II L.P. The filing notes that Lubin disclaims beneficial ownership of most entity-held securities except to the extent of his pecuniary interest.
The transactions also include 2,400,000 pre-funded warrants transferred as bona fide gifts, and all reported pre-funded warrants at an exercise price of $0.0001 per share were exercisable until fully used. No remaining derivative positions are shown after these exercises, indicating a shift from warrant-based exposure to Common Stock held directly and through affiliated entities.
Positive
- None.
Negative
- None.
Insider Trade Summary
11,817,165 shares exercised/converted
Mixed
12 txns
Insider
Lubin Joseph Michael
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Pre-Funded Warrants (Right to Buy) | 1,200,000 | $0.00 | -- |
| Gift | Pre-Funded Warrants (Right to Buy) | 1,200,000 | $0.00 | -- |
| X | Pre-Funded Warrants (Right to Buy) | 1,496,612 | $0.00 | -- |
| X | Pre-Funded Warrants (Right to Buy) | 3,966,340 | $0.00 | -- |
| X | Pre-Funded Warrants (Right to Buy) | 5,154,213 | $0.00 | -- |
| X | Pre-Funded Warrants (Right to Buy) | 1,200,000 | $0.00 | -- |
| X | Common Stock | 1,496,612 | $0.0001 | $149.66 |
| X | Common Stock | 3,966,340 | $0.0001 | $396.63 |
| X | Common Stock | 5,154,213 | $0.0001 | $515.42 |
| X | Common Stock | 1,200,000 | $0.0001 | $120.00 |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Pre-Funded Warrants (Right to Buy) — 5,154,213 shares (Direct);
Pre-Funded Warrants (Right to Buy) — 1,200,000 shares (Indirect, By Permanent Highest Power Capital LLC);
Common Stock — 1,710,612 shares (Indirect, By Consensys Software, Inc.);
Common Stock — 5,154,213 shares (Direct)
Footnotes (1)
- These shares of Common Stock, par value $0.0001 per share ("Common Stock") of the Issuer are held directly by Consensys Software, Inc. ("CSI"). Mr. Lubin is the Chief Executive Officer of CSI and may be deemed to control CSI. Mr. Lubin disclaims beneficial ownership of the securities of the Issuer held by CSI for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16, in each case except to the extent of his pecuniary interest therein. The amount in this column includes an aggregate of 1,496,612 shares of Common Stock issued to CSI upon the exercise of an equal number of pre-funded warrants by CSI on April 15, 2026. These shares of Common Stock of the Issuer are held directly by CSI. Mr. Lubin disclaims beneficial ownership of the securities of the Issuer held by CSI for purposes of Section 16, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16, in each case except to the extent of his pecuniary interest therein. The amount in this column includes an aggregate of 3,966,340 shares of Common Stock issued to CSI upon the exercise of an equal number of pre-funded warrants by CSI on April 15, 2026. These shares of Common Stock of the Issuer are held directly by Permanent Highest Power Capital LLC ("PHPC LLC"), a limited liability company owned by Gradient Ascent Trust (the "Trust"). Mr. Lubin's son is a co-trustee of the Trust, and the beneficiaries of the Trust are members of Mr. Lubin's immediate family. Mr. Lubin is the manager of PHPC LLC. Mr. Lubin disclaims beneficial ownership of these securities for purposes of Section 16, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16, in each case except to the extent of his pecuniary interest therein. The amount in this column consists of 1,200,000 shares of Common Stock issued to PHPC upon the exercise of an equal number of pre-funded warrants by PHPC on April 15, 2026. The securities are held directly by ConsenSys AG. Mr. Lubin is the Chairperson of the Board of Consensys AG and may be deemed to control CAG. Mr. Lubin disclaims beneficial ownership of these securities for purposes of Section 16, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16, in each case except to the extent of his pecuniary interest therein. The securities are held directly by Ethereal Ventures Fund II L.P. ("Fund II"). The sole general partner of Fund II is Ethereal Ventures II Partners L.P., and its sole general partner is Ethereal Ventures II GP Ltd. Mr. Lubin has a 50% ownership interest in Ethereal Ventures II GP Ltd., and as a result, may be deemed to be a beneficial owner of the securities held by Fund II. Mr. Lubin disclaims beneficial ownership of these securities for purposes of Section 16, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16, in each case except to the extent of his pecuniary interest therein. The holder of theses pre-funded warrants may, at any time and from time to time, exercise the pre-funded warrants for up to an equivalent number of shares of the Issuer's Common Stock until it has been exercised in full. On April 15, 2026, Mr. Lubin contributed 1,200,000 (of a total of 6,354,213) directly-held, pre-funded warrants to purchase up to 1,200,000 shares of Common Stock of the Issuer, to PHPC LLC, in exchange for all of the limited liability company interests of PHPC LLC; and immediately thereafter, transferred all of the limited liability interests of PHPC LLC to the Trust for no consideration. Mr. Lubin was initially (and remains) the manager of PHPC LLC. Mr. Lubin's son is a co-trustee of the Trust, and the beneficiaries of the Trust are members of his immediate family. Mr. Lubin disclaims beneficial ownership of these securities for purposes of Section 16, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16, in each case except to the extent of his pecuniary interest therein. These pre-funded warrants were exercisable at any time and from time to time until exercised in full for up to an equivalent number of shares of Common Stock of the Issuer. These pre-funded warrants were exercisable at any time and from time to time until exercised in full for up to an equivalent number of shares of Common Stock of the Issuer. On April 15, 2026, after: (i) the contribution and transfer described in footnote 7 above; and (ii) the exercise of an aggregate of 5,462,952 pre-funded warrants by CSI, Mr. Lubin exercised the remaining pre-funded warrants held by him directly. On April 15, 2026, after: (i) the contribution and transfer described in footnote 7 above; and (ii) the exercise of an aggregate of 5,462,952 pre-funded warrants by CSI and the exercise of 5,154,213 pre-funded warrants by Mr. Lubin, PHPC LLC exercised all of the pre-funded warrants contributed to it by Mr. Lubin. Mr. Lubin disclaims beneficial ownership of these securities for purposes of Section 16, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16, in each case except to the extent of his pecuniary interest therein.
Key Figures
Aggregate derivative exercises: 11,817,165 pre-funded warrants
Gifted warrants: 2,400,000 pre-funded warrants
Exercise price: $0.0001 per share
+3 more
6 metrics
Aggregate derivative exercises
11,817,165 pre-funded warrants
Exercise of in-the-money derivative securities into Common Stock on April 15, 2026
Gifted warrants
2,400,000 pre-funded warrants
Bona fide gifts of pre-funded warrants reported in the filing
Exercise price
$0.0001 per share
Exercise or conversion price for pre-funded warrants into Common Stock
Indirect CSI common stock
5,676,952 shares
Common Stock held by Consensys Software, Inc. after warrant exercises
Direct common stock holdings
5,154,213 shares
Sharplink Common Stock held directly by Joseph Michael Lubin after transactions
PHPC LLC common stock
1,200,000 shares
Common Stock held by Permanent Highest Power Capital LLC after exercising pre-funded warrants
Key Terms
pre-funded warrants, bona fide gift, Section 16, pecuniary interest, +1 more
5 terms
pre-funded warrants financial
"These pre-funded warrants were exercisable at any time and from time to time until exercised in full"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
bona fide gift financial
"transaction_code_description": "Bona fide gift""
Section 16 regulatory
"Mr. Lubin disclaims beneficial ownership of the securities of the Issuer held by CSI for purposes of Section 16"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
pecuniary interest financial
"in each case except to the extent of his pecuniary interest therein"
beneficial ownership regulatory
"Mr. Lubin disclaims beneficial ownership of these securities for purposes of Section 16"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What did the Sharplink (SBET) Form 4 filing report for Joseph Michael Lubin?
The Form 4 reports entities associated with director Joseph Michael Lubin exercising pre-funded warrants into Common Stock and reallocating those warrants among affiliated entities. The activity reflects structural changes in how their Sharplink exposure is held, rather than open-market buying or selling.
How many pre-funded warrants were exercised in the Sharplink (SBET) Form 4?
The transaction summary shows exercises of pre-funded warrants covering 11,817,165 shares of Sharplink Common Stock. These warrants carried a very low exercise price and were converted into shares held directly and through several entities linked to director Joseph Michael Lubin.
What exercise price applied to the Sharplink (SBET) pre-funded warrants?
The pre-funded warrants reported in the Form 4 carried an exercise price of $0.0001 per share. This low price means converting warrants into Common Stock required minimal additional cash, mainly changing the form of the holder’s exposure rather than its economic size.
Were any of the Sharplink (SBET) warrants transferred as gifts in this Form 4?
Yes. The filing shows 2,400,000 pre-funded warrants classified as bona fide gifts. These transfers were not open-market sales but movements of warrants into a family-related entity structure, consistent with estate or ownership planning instead of trading activity.
What role do Consensys Software, Inc. and Permanent Highest Power Capital LLC play in Sharplink (SBET) holdings?
Consensys Software, Inc. and Permanent Highest Power Capital LLC are entities through which Sharplink securities are held. They exercised large blocks of pre-funded warrants into Common Stock. Joseph Michael Lubin is associated with these entities but disclaims beneficial ownership other than any direct pecuniary interest.