ROLR — Q2 2026 Financial Report Analysis

High Roller Technologies' online-casino revenue fell by roughly half in the second quarter of 2026, to $2.8 million from $5.8 million, as the company kept pulling back from markets it exited after Q2 2025 and redirected spending toward a US prediction-markets product it has not yet launched. The operating loss more than doubled to $2.5 million. This report uses the amended quarterly filing (10-Q/A) filed on October 16, 2026, which restated the company's first-quarter and first-half figures; as explained below, the restatement does not change any of the three-month Q2 numbers.

At a glance

• Revenue down 51.6% to $2.8 million. Management attributes the drop to exiting "various markets after the second quarter of 2025" and a narrower marketing strategy aimed at fewer, more valuable players, while effort shifted to prediction markets.
• Operating loss of $2.5 million, versus $1.1 million a year earlier. Costs fell less than revenue: direct costs and advertising were cut sharply, but general and administrative spending rose 18.8% as the company prepared its prediction-markets launch.
• $18.0 million of cash at June 30, up from $2.1 million at the end of 2025. That money came from a $25.0 million share sale in January, not from the business, which used $5.9 million of cash in operations in the first half.

The numbers

Operating margin is the share of revenue left after running the business, before interest and tax; here it is negative because expenses exceeded revenue. "Revenue minus direct operating costs" is our own subtraction of the filing's direct-cost lines (payment fees, game-provider fees, affiliate revenue share) from revenue.

What changed in the business

High Roller makes money from "hold": what players lose to the house on its online casino sites (HighRoller.com, Kassuuu.com, fruta.com), mostly under an Estonian license. Two things drove the quarter:

• A smaller casino business by choice. Revenue fell faster than the cost of serving it. Direct operating costs (other) fell 58.6% to $1.0 million, which the filing attributes to "cost efficiencies identified within payment fees, game provider fees and affiliate revenue share." That is why revenue left after direct costs rose from 50.3% to 57.6% of sales: each dollar of remaining revenue is cheaper to deliver, but there are far fewer dollars. Non-related-party advertising was cut 66.1% to $0.2 million.
• Spending on a product with no revenue yet. General and administrative expense rose $0.5 million (18.8%) to $3.4 million, "primarily driven by an increase in spend for preparation of entrance in the prediction market." Related-party advertising rose 36.6%, also for prediction markets. In April the company signed a collaboration agreement with Crypto.com Derivatives North America to offer its event contracts (bets on the outcome of real-world events, regulated as derivatives by the CFTC) to US customers, and on June 24 its subsidiary received a Guaranteed Introducing Broker license from the National Futures Association. Of the $1.9 million the company spent on investing activities in the first half, $1.6 million was for this launch.

The year-ago net loss of $0.59 million included $0.57 million of profit from casinoroom.com, which the company handed over at the end of 2025 in exchange for Happy Hour Solutions Limited, a company holding an Estonian gaming license, and which is now reported as a discontinued operation. Comparing continuing operations only, the loss roughly doubled rather than quadrupled.

The restatement: what it was and what it changes

On October 15, 2026, the Audit Committee concluded that the previously issued Q1 and first-half 2026 financial statements "should no longer be relied upon." The error: about $1.0 million of warrants (rights to buy 94,625 shares) given to the placement agent of the January offering was booked as a general and administrative expense in Q1. Under US accounting rules, costs of selling new shares are deducted from the money raised (additional paid-in capital), not charged to the income statement.

The fix is non-cash and, by the filing's own table, changes no revenue, cash, total assets or total equity:

• First-half 2026 net loss falls from $5.3 million to $4.3 million ($0.50 to $0.41 per share).
• Q1 2026 net loss falls from $3.0 million to $2.0 million ($0.29 to $0.19 per share), per the October 16 8-K.
• Q2 three-month figures are unchanged (net loss $2.37 million, $0.22 per share), because the error arose entirely in Q1.

Adjusted EBITDA was also unchanged, since the warrant cost had already been excluded from it. The more lasting consequence is on controls: management identified an additional material weakness (a gap in internal checks serious enough that a material error could go uncaught) in its review of "significant and unusual transactions," and concluded that an earlier-identified weakness had not been fully remediated by June 30. Disclosure controls were not effective as of that date. The company also warns that the restatement has caused "significant unanticipated costs for accounting, legal and other professional fees."

What the headline numbers hide

• Cash burn is worse than the accounting loss. First-half net loss was $4.3 million, but operations used $5.9 million of cash, and investing used another $1.9 million. Together that is $7.7 million out the door in six months, against $18.0 million of unrestricted cash at June 30.
• Adjusted versus GAAP. The company's adjusted EBITDA loss of $1.8 million is $0.5 million smaller than the GAAP net loss. The add-backs are mostly recurring in nature: $0.41 million of stock-based compensation, $0.11 million of foreign-exchange losses, $0.08 million of severance and one-off pay, and $0.07 million of depreciation, offset by $0.15 million of interest income that is subtracted out. Stock-based pay is a real cost to shareholders even though no cash leaves.
• Interest income is propping up the bottom line a little. Net interest swung to $0.15 million of income from $0.05 million of expense a year ago, because the offering proceeds sit in an interest-bearing account. That will shrink as the cash is spent.
• Per-share losses are diluted by new stock. The weighted share count rose 30% after the January private placement (357,143 shares at $2.80) and registered direct offering (1,892,506 shares at $13.21, $25.0 million gross, about $3.5 million of issuance costs).
• Related-party reliance. Spike Up, a related party, still performs marketing services: $0.4 million of Q2 revenue was generated through its services, and the company paid it $0.1 million in direct costs and $0.3 million in advertising.

Takeaway: This is now a shrinking casino business funding a start-up. The core iCasino operation was deliberately cut in half and made cheaper to run per dollar of revenue, but the company's valuation case rests on a prediction-markets product with no revenue yet, a single exclusive partner (Crypto.com) for its first 24 months, and $18.0 million of cash being used at roughly $7.7 million per half-year, all reported through a finance function that has just restated two quarters.

Outlook

Management gives no revenue or earnings guidance. The filing says prediction-markets marketing spend "began in the second quarter and will continue to increase throughout the year," and that related-party direct costs "will increase later in the year." An October 13 8-K says the company "currently expects to launch its prediction markets product in October 2026, on a date to be confirmed," after a marketing email sent in error had suggested an earlier date.

Our read: expect Q3 to look similar to Q2, with lower casino revenue and higher pre-launch costs, so losses are unlikely to narrow before the new product produces revenue. The questions for the Q3 report are (1) whether the launch happened on schedule and how much trading volume it attracted, (2) whether the casino decline is flattening now that the market exits are a year old, and (3) how fast the $18.0 million cash balance is falling. If launch slips or early volumes are thin, the cash runway, not the income statement, becomes the main issue.