UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event Reported): November 10, 2025~~1934

Date of Report (Date of earliest event reported): November 17, 2025

HIGH ROLLER TECHNOLOGIES, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

001-42202

Delaware		001-42202		87-4159815
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Commission File Number)

400 South 4th Street, Suite 500-#390 Las Vegas, Nevada		89101
(Address of Principal Executive Offices)		(Zip Code)

Delaware		87-4159815
(State or Other Jurisdictionof Incorporation)		(I.R.S. EmployerIdentification Number)

Registrant’s telephone number, including area code: (702) 509-5244

~~400 South 4th Street, Suite 500-#390Las Vegas, Nevada 89101~~N/A

(~~Address~~Former ofname ~~principal~~or ~~executive~~former ~~offices~~address, ~~with~~if ~~zip~~changed ~~code~~since last report.)

~~(702)~~Check ~~509~~the appropriate box below if the Form 8-~~5244~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchangeon which registered
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	ROLR	NYSE American ~~LLC~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 1117, 2025, the stockholders of High Roller Technologies, Inc. ~~issued~~(the a“Company”) ~~press~~approved ~~release~~and ~~announcing~~adopted ~~its~~an ~~financial~~amendment ~~results~~(the ~~for~~“Plan Amendment”) to the ~~three~~Company’s ~~and~~2024 ~~nine~~Equity ~~months~~Incentive ~~ended~~Plan, ~~September~~as 30amended (the “Plan”), at its 2025 annual meeting of stockholders (the “Annual Meeting”). A ~~copy~~summary of the ~~press~~material ~~release~~terms isof ~~furnished~~the Plan, as ~~Exhibit~~amended 99by the Plan Amendment, is included under the heading “Proposal No.1 2: The Plan Amendment Proposal” in the definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities and Exchange Commission on October 3, 2025. The summary is qualified in its entirety by reference to ~~this~~the ~~report~~full text of the Plan, as amended by the Plan Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

~~The information furnished pursuant to~~ Item 25.~~02 of this Current Report on Form 8-K, including Exhibit 99~~07.1 ~~attached~~Submission ~~hereto, is being furnished and shall not be deemed “filed” for purposes~~ of ~~Section~~Matters ~~18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject~~ to ~~the~~a ~~liabilities~~Vote of ~~that~~Security section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filingHolders.

~~Item~~The ~~5.02~~Company ~~Departure~~held ofthe ~~Directors~~Annual orMeeting ~~Certain~~on ~~Officers;~~November ~~Election~~17, of2025. ~~Directors;~~At ~~Appointment~~the ofAnnual ~~Certain~~Meeting, ~~Officers;~~the ~~Compensatory~~Company’s ~~Arrangements~~stockholders ofwere ~~Certain~~asked ~~Officers~~to vote upon:

~~Appointment~~1. The election of ~~Chief~~six ~~Operating~~directors, ~~Officer~~each to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified. The nominees for election were Michael Cribari, Brandon Eachus, Daniel Bradtke, Jonas Martensson, Kristen Britt, and David Weild IV;

On2. ~~November~~The ~~10,~~approval ~~2025,~~of the ~~Board~~Plan ofAmendment ~~Directors~~to ofincrease the ~~Company~~number ~~appointed~~of ~~Jake~~shares ~~Francis~~of ~~age~~common 43stock asavailable ~~Chief~~for ~~Operating~~issuance ~~Officer~~thereunder offrom ~~the~~1.7 ~~Company,~~million ~~effective~~to ~~November~~4.2 ~~12,~~million; ~~2025.~~and

Mr3. ~~Francis,~~The ~~previously~~ratification ~~served~~of ~~as a consultant to~~ the ~~Company~~appointment ~~since October, 2025, providing operations support services. Mr. Francis brings nearly two decades~~ of ~~technical~~WithumSmith+Brown, ~~regulatory,~~PC ~~and~~as ~~operational experience to~~ the Company’s ~~leadership~~independent ~~team.~~registered ~~Prior~~public toaccounting ~~joining~~firm ~~the Company, Mr. Francis served as Senior Vice President of Operations~~ for ~~BlueBet~~the ~~from~~fiscal ~~March~~year ~~2022~~ending toDecember ~~March 2025~~31, Director of Internet Gaming Compliance at Hard Rock Hotel & Casino in Atlantic City from February 2018 to March 2019, worked in risk management at NYX Gaming Group from November 2014 to February 2018, and Senior Director, Operations at Penn Entertainment from March 2007 to January 20142025.

~~Mr.~~The ~~Francis~~results ~~holds~~of athe ~~M.B.A.~~matters invoted ~~Business~~on ~~Strategy~~at ~~from~~the Annual Meeting, based on the ~~Fox~~presence ~~School~~in ofperson ~~Business~~or atby ~~Temple~~proxy ~~University,~~of aholders ~~B.S.~~of inrecord ~~Marketing~~of ~~from~~5,778,880 ~~Lehigh~~of ~~University~~the 8,467,841 ~~and~~shares isof athe ~~Certified~~Company’s ~~Six~~common ~~Sigma~~stock ~~Black~~entitled ~~Belt~~to ~~(CSSBB).~~vote, were as follows:

~~There~~1. ~~are~~The nostockholders ~~arrangements~~approved orthe ~~understandings~~election ~~between~~of ~~Mr.~~each ~~Francis~~of ~~and~~the ~~any~~director ~~other~~nominees ~~person pursuant~~ to ~~which~~serve heuntil ~~was~~the ~~appointed~~2026 asannual ~~Chief~~meeting ~~Operating Officer~~ of ~~the~~stockholders ~~Company.~~and ~~There~~until ~~are~~their norespective ~~family~~successors ~~relationships~~are ~~between~~duly ~~Mr.~~elected ~~Francis~~ and ~~any~~qualified, ~~director~~which orrequired ~~executive~~the ~~officer~~affirmative vote of the ~~Company,~~majority ~~and~~of heshares ~~has~~of nostock ~~direct~~present, orin ~~indirect~~person ~~material~~or ~~interest~~by inproxy, ~~any~~and ~~transaction~~entitled ~~required~~ to bevote. ~~disclosed~~The ~~pursuant~~voting toresults ~~Item~~were ~~404(a)~~as ~~of Regulation S-K.~~follows:

[Item 7.01. Regulation FD Disclosure.

	For		Withheld		Broker Non-Votes
Michael Cribari		5,681,437		6,023		91,420
Brandon Eachus		5,681,437		6,023		91,420
Daniel Bradtke		5,681,437		6,023		91,420
Jonas Martensson		5,687,045		415		91,420
Kristen Britt		5,687,161		299		91,420
David Weild IV		5,687,164		296		91,420

A2. ~~copy~~The ofstockholders approved the ~~press~~Plan ~~release~~Amendment, ~~issued~~which byrequired the ~~Company,~~affirmative ~~dated~~vote ~~November~~of ~~12,~~the ~~2025,~~majority ~~relating~~of toshares ~~Mr.~~of ~~Francis’~~stock ~~appointment~~present, asin ~~the~~person ~~Chief~~or ~~Operating~~by ~~Officer~~proxy, ofand ~~the~~entitled ~~Company~~to isvote. ~~attached~~The ~~hereto~~voting asresults ~~Exhibit~~were ~~99.2~~as ~~to this Form 8-K.~~follows:

The information under this Item 7.01 and the press release attached to this Form 8-K as Exhibit 99.2 shall be deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

For		Against		Abstain		Broker Non-Votes
5,667,333		19,627		500		91,420

The stockholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
5,773,076		0		5,804		-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release of the registrant, dated November 11, 2025
ExhibitNumber		Description
99.2	Press Release of the registrant, dated November 12, 2025
10.1		Amendment to High Roller Technologies, Inc. 2024 Equity Incentive Plan
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HIGH ROLLER TECHNOLOGIES, INC.
Date: November 12, 2025	By:	/s/ Adam Felman
Dated: November 19, 2025	By:	/s/ Seth Young
		Adam FelmanChief Financial Officer
		Name:	Seth Young
		Title:	Chief Executive Officer

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