High Roller Technologies (ROLR) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 30, 2026, with stockholders able to vote and submit questions online.

• Stockholders of record as of May 11, 2026, are entitled to vote on key proposals, including director elections, an equity plan amendment, auditor ratification, and other business.

• Proxy materials and the 2025 Annual Report are available online, with options for electronic or paper delivery.

Voting matters and shareholder proposals

• Proposals include electing six directors, amending the 2024 Equity Incentive Plan to increase the individual award limit from 170,000 to 250,000 shares, ratifying WithumSmith + Brown, PC as auditor for 2026, and other business.

• Board recommends voting FOR all director nominees, the plan amendment, and auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by January 18, 2027, for proxy inclusion.

Board of directors and corporate governance

• Six director nominees: Michael Cribari (Chair), Brandon Eachus, Daniel Bradtke, Jonas Martensson, Kristen Britt, and David Weild IV, all with significant industry and leadership experience.

• Three directors (Britt, Martensson, Weild) are independent under SEC and NYSE American rules.

• Board committees: Audit (Weild, Britt, Martensson), Compensation (Britt, Martensson, Weild), Nominating and Governance (Britt, Martensson, Weild), all with written charters.

• Code of business conduct and ethics and insider trading policy are in place and available online.