High Roller Technologies (ROLR) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on November 17, 2025, with stockholders voting on director elections, an equity plan amendment, auditor ratification, and other business.

• Record date for voting is September 18, 2025; proxy materials are available online and by mail.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Stockholders will vote to elect six directors, approve an amendment to the 2024 Equity Incentive Plan (increasing shares from 1.7M to 4.2M), and ratify WithumSmith + Brown, PC as the independent auditor for 2025.

• Shareholder proposals for the 2026 meeting must be submitted by June 9, 2026, for proxy inclusion.

Board of directors and corporate governance

• The board consists of six members, with three independent directors as defined by SEC and NYSE American rules.

• Committees include audit, compensation, and nominating/governance, each with written charters and independent chairs.

• Directors are selected based on professional accomplishment, business knowledge, and alignment with growth strategy.

• A code of business conduct and ethics applies to all employees, officers, and directors.