Advances strategic partnership with
Management Commentary
“2025 capped a period of significant transformation for High Roller as we improved operational efficiency, refined our geographic footprint, and positioned the business for the next phase of growth as we expand into one of the most compelling new regulated categories —
“To accelerate our growth, we recently strengthened our balance sheet with
Recent Strategic & Corporate Highlights
Prediction Markets (
- Entered into a binding LOI with
Crypto.com |Derivatives North America (CDNA) to launch an event-based prediction markets product in theU.S. The plannedCrypto.com partnership is a key strategic milestone and forms the foundation of the Company’s strategy to scale its consumer base following launch. - Signed non-binding LOIs supporting go-to-market planning for
U.S. prediction markets, including proposed marketing/distribution relationships with Lines.com, Forever Network, and Leverage Game Media.
Sportsbook Expansion
- Signed a non-binding LOI with Altenar to pursue a fully managed B2B sportsbook platform for use on the Company’s licensed sports betting websites.
- Received a
$1.0 million strategic investment bySaratoga Casino Holdings through a private placement at$2.80 per share. - Completed a
$25 million registered direct offering (priced at$13.21 per share, 1,892,506 shares), with proceeds earmarked for sales & marketing, geographic expansion, product development/diversification, and general corporate purposes.
Leadership & Execution
- Appointed
Jake Francis as Chief Operating Officer. - Strengthened marketing leadership by appointing
Carlo Scappaticci as Chief Marketing Officer andFrances Cong as Director of Marketing. - Appointed
Andrew Walter as Chief Legal and Compliance Officer, replacingSarah Stienon .
Responsible Gaming
- Entered into a non-binding LOI with
Kindbridge Behavioral Health to support responsible gambling initiatives inOntario , subject to licensing and regulatory approval.
Fourth Quarter 2025 Financial Results Summary
- Net revenues from continuing operations were
$4.7 million , compared to$5.9 million in Q4 2024. The decrease was primarily due to the planned exit from certain markets. - Net income from continuing operations was
$2.7 million , compared to a net loss from continuing operations of$3.0 million in Q4 2024. - Adjusted EBITDA from continuing operations improved
$1.9 million to negative$427 thousand from negative$2.3 million in Q4 2024.
Full Year Ended
- Net revenues from continuing operations were
$20.5 million , a decrease of$2.8 million , or 11.9%, compared to$23.2 million for the year endedDecember 31, 2024 . - Total operating expenses were
$26.6 million , a decrease of 16%, as compared to$31.7 million for the year endedDecember 31, 2024 , primarily as a result of lower direct operating costs and advertising and promotions in 2025 vs. 2024. - Loss from operations improved to
$6.2 million compared to$8.5 million in 2024, primarily due to cost cutting, operational improvements, and focusing on more profitable opportunities. - Net income from continuing operations was
$690 thousand , or$0.08 per basic common share and$0.07 per diluted common share, compared to a net loss from continuing operations of$8.6 million , or$(1.19) per common share in 2024. - Net income was
$3.2 million , or$0.37 per basic common share and$0.33 per diluted common share, compared to a net loss of$5.9 million , or$(0.82) per common share, in 2024. - Adjusted EBITDA from continuing operations improved
$2.0 million to negative$3.7 million , or$(0.39) per common share, from negative$5.7 million , or$(0.79) per common share, in 2024. - Cash and cash equivalents totaled approximately
$2.7 million ,$589 thousand of which is restricted as ofDecember 31, 2025 , as compared to$3.5 million ,$770 thousand of which was restricted, as ofSeptember 30, 2025 . - Subsequent to year-end 2025, the Company raised a total of
$26.0 million in gross proceeds:$1.0 million from a strategic investment bySaratoga Casino Holdings LLC through a private placement of restricted shares of common stock onJanuary 9, 2026 ;$25.0 million from a registered direct offering of 1,892,506 shares of common stock priced at$13.21 per share, which closed onJanuary 21, 2026 .
Conference Call
As previously announced, High Roller will host a conference call to discuss fourth quarter and full year 2025 results and provide a business update today,
To join the live conference call, please dial 877-407-6176 (
1 https://next.io/news/betting/ekg-projects-1tn-annual-us-prediction-market-volume/
About
As an award-winning operator,
Forward Looking Statements
Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include such factors as discussed throughout Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended
Contact
ir@highroller.com
800-460-1039
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| For the Year Ended | ||||||||
| (in thousands, except share and per share data) | 2025 | 2024 | ||||||
| Revenues, net | $ | 20,453 | $ | 23,206 | ||||
| Operating expenses | ||||||||
| Direct operating costs: | ||||||||
| Related party | 1,111 | 3,650 | ||||||
| Other | 8,185 | 10,276 | ||||||
| General and administrative: | ||||||||
| Related party | 69 | — | ||||||
| Other | 9,878 | 9,110 | ||||||
| Advertising and promotions: | ||||||||
| Related party | 1,166 | 956 | ||||||
| Other | 4,884 | 6,676 | ||||||
| Product and software development: | ||||||||
| Related party | — | 208 | ||||||
| Other | 1,337 | 818 | ||||||
| Total operating expenses | 26,630 | 31,694 | ||||||
| Loss from operations | (6,177 | ) | (8,488 | ) | ||||
| Other expenses | ||||||||
| Interest expense, net | (74 | ) | (124 | ) | ||||
| Other income | (1 | ) | 1 | |||||
| Gain on acquisition of intangible assets | 4,000 | — | ||||||
| Total other expenses | 3,925 | (123 | ) | |||||
| Loss before income taxes | (2,252 | ) | (8,611 | ) | ||||
| Income tax expense (benefit) | (2,942 | ) | 7 | |||||
| Net income (loss) | $ | 690 | $ | (8,618 | ) | |||
| Net income from discontinued operations net of taxes | $ | 2,471 | $ | 2,695 | ||||
| Net income (loss) | $ | 3,161 | $ | (5,923 | ) | |||
| Other comprehensive (loss) income | ||||||||
| Foreign currency translation adjustment | 79 | (167 | ) | |||||
| Comprehensive income (loss) from continuing operations | $ | 769 | $ | (8,785 | ) | |||
| Net income (loss) per common share: | ||||||||
| Continuing operations | $ | 0.08 | $ | (1.19 | ) | |||
| Discontinued operations | $ | 0.29 | $ | 0.37 | ||||
| Net income (loss) per common share – basic | $ | 0.37 | $ | (0.82 | ) | |||
| Weighted average common shares outstanding – basic | 8,438,854 | 7,248,892 | ||||||
| Net income (loss) per common share: | ||||||||
| Continuing operations | $ | 0.07 | $ | (1.19 | ) | |||
| Discontinued operations | $ | 0.26 | $ | 0.37 | ||||
| Net income (loss) per common share – diluted | $ | 0.33 | $ | (0.82 | ) | |||
| Weighted average common shares outstanding – diluted | 9,659,274 | 7,248,892 | ||||||
CONSOLIDATED BALANCE SHEETS
| As of | As of | |||||||
| (in thousands, except share and per share data) | 2025 | 2024 | ||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 2,076 | $ | 6,869 | ||||
| Restricted cash | 589 | 1,085 | ||||||
| Prepaid expenses and other current assets | 779 | 802 | ||||||
| Deferred tax asset, current | 2,368 | — | ||||||
| Current assets of discontinued operations | — | 22 | ||||||
| Total current assets | 5,812 | 8,778 | ||||||
| Due from affiliates | — | 504 | ||||||
| Deferred offering costs | 80 | — | ||||||
| Property and equipment, net | 417 | 372 | ||||||
| Operating lease right-of-use asset, net | 826 | 910 | ||||||
| Intangible assets, net | 10,507 | 4,613 | ||||||
| Deferred tax asset, non-current | 817 | — | ||||||
| Other assets | 60 | 41 | ||||||
| Noncurrent assets of discontinued operations | — | 1,407 | ||||||
| Total assets | $ | 18,519 | $ | 16,625 | ||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 804 | $ | 926 | ||||
| Accrued expenses | 3,373 | 4,308 | ||||||
| Player liabilities | 816 | 662 | ||||||
| Due to affiliates | 1,993 | 3,329 | ||||||
| Short-term unsecured notes payable to stockholders | — | 90 | ||||||
| Operating leases obligation, current | 166 | 143 | ||||||
| Current liabilities of discontinued operations | — | 710 | ||||||
| Total current liabilities | 7,152 | 10,168 | ||||||
| Operating lease obligation, noncurrent | 641 | 729 | ||||||
| Other liabilities | 1,084 | 7 | ||||||
| Total liabilities | 8,877 | 10,904 | ||||||
| Stockholders’ equity | ||||||||
| Preferred stock, | — | — | ||||||
| Common stock, | 8 | 8 | ||||||
| Additional paid-in capital | 32,930 | 31,557 | ||||||
| Accumulated deficit | (24,299 | ) | (27,143 | ) | ||||
| Accumulated other comprehensive income | 1,003 | 1,299 | ||||||
| Total stockholders’ equity | 9,642 | 5,721 | ||||||
| Total liabilities and stockholders’ equity | $ | 18,519 | $ | 16,625 | ||||
This Report includes Adjusted EBITDA and Adjusted Earnings (Loss) Per Share, which are non-GAAP financial measures that we use to supplement our results presented in accordance with
We define and calculate Adjusted EBITDA as net income (loss) before the impact of interest income and expense, income tax provision or benefit, and depreciation and amortization, and further adjusted for the following items: stock-based compensation; and other non-recurring and non-operating costs or income, as described in the reconciliation below.
We define and calculate Adjusted Earnings (Loss) Per Share as basic earnings (loss) per share attributable to common stockholders before the impact of amortization of acquired intangible assets; stock-based compensation; and other non-recurring and non-operating costs or income, as described in the reconciliation below.
We include non-GAAP financial measures because they are used by management to evaluate our core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Adjusted EBITDA and Adjusted Earnings (Loss) Per Share exclude certain expenses that are required in accordance with
GAAP NET INCOME (LOSS) TO NON-GAAP ADJUSTED EBITDA
| Year Ended | ||||||||
| (in thousands) | 2025 | 2024 | ||||||
| Revenues | $ | 20,453 | $ | 23,206 | ||||
| Net income (loss) | 690 | (8,618 | ) | |||||
| Add back items: | ||||||||
| Stock-based compensation expense (1) | 1,374 | 1,052 | ||||||
| Depreciation and amortization (2) | 313 | 262 | ||||||
| Issuance of warrants | — | 250 | ||||||
| Interest expense, net | 74 | 124 | ||||||
| Income tax | (2,942 | ) | 7 | |||||
| Foreign exchange transaction loss | 498 | 1,137 | ||||||
| Other (3) | (3,744 | ) | 94 | |||||
| Adjusted EBITDA | $ | (3,737 | ) | $ | (5,692 | ) | ||
| Adjusted EBITDA margin | (18.00 | )% | (25.00 | )% | ||||
| Adjusted (loss) per share | (0.39 | ) | (0.79 | ) | ||||
(1) Includes restricted shares, stock options, equity-settled restricted share units, cash-settled restricted share units and equity-settled performance-based restricted share units granted to employees and directors (including related employer payroll taxes).
(2) Includes amortization of intangible assets generated through business acquisitions and depreciation of property and equipment, amortization of contract costs, and amortization of internally developed software and other intangible assets. Excludes amortization of right of use assets.
(3) Includes severance costs, non-recurring compensation payments and gain on acquisition.
GAAP NET INCOME (LOSS) TO NON-GAAP ADJUSTED EBITDA
| For the 3 Months Ended | ||||||||
| (in thousands) | Q4'2025 | Q4'2024 | ||||||
| Revenue (continuing operations) | 4,650 | 5,944 | ||||||
| Net Income (loss) | 2,678 | (3,029 | ) | |||||
| Add back items: | ||||||||
| Stock-based compensation expense (1) | 232 | 300 | ||||||
| Depreciation and amortization (2) | 61 | 71 | ||||||
| Issuance of warrants | — | 250 | ||||||
| Interest expense, net | (80 | ) | 47 | |||||
| Income tax | 646 | 7 | ||||||
| Foreign exchange transaction loss | 36 | 53 | ||||||
| Other (3) | (4,000 | ) | — | |||||
| Adjusted EBITDA (continuing operations) | $ | (427 | ) | $ | (2,301 | ) | ||
| Adjusted EBITDA margin | (9.00 | )% | (39.00 | )% | ||||
| Adjusted loss per share | (0.04 | ) | (0.33 | ) | ||||
(1) Includes restricted shares, stock options, equity-settled restricted share units, cash-settled restricted share units and equity-settled performance-based restricted share units granted to employees and directors (including related employer payroll taxes).
(2) Includes amortization of intangible assets generated through business acquisitions and depreciation of property and equipment, amortization of contract costs, and amortization of internally developed software and other intangible assets. Excludes amortization of right of use assets.
(3) Includes severance costs non-recurring compensation payments and gain on acquisition.
