Meridian Holdings Inc.: amends MeridianBet purchase terms; promotes principal financial officer

What happened

• The company reported that on Sep 28, 2026 it entered into a Tenth Amendment to the MeridianBet Purchase Agreement and a Second Amendment to Promissory Notes with the Meridian sellers (Aleksandar Milovanović, Zoran Milošević and Snežana Božović). The original acquisition closed Apr 9, 2024, effective Apr 1, 2024.
• The company reported that on Oct 2, 2026 the board promoted Zhe “Scott” Yan to chief accounting officer, principal financial officer and principal accounting officer, effective immediately; William Scott ceased serving as principal financial officer and principal accounting officer on Oct 2, 2026 but remains president, chief financial officer, treasurer and chairman.

Key details

• Purchase agreement payments: the Tenth Amendment confirmed $10,000,000 of the 12 Month Non-Contingent Post-Closing Consideration and $9,374,328 of the 18 Month Non-Contingent Post-Closing Consideration had been paid; $625,672 of the 18 Month Non-Contingent Post-Closing Consideration remains due and payable by Nov 1, 2031 (or earlier at the company’s discretion) and will not accrue interest.
• Promissory notes: the Notes totaling $15,000,000 (allocated $13,125,000 to Milovanović, $1,250,000 to Milošević and $625,000 to Božović) were amended to extend the due date to Nov 1, 2031, to not accrue interest unless an event of default occurs (in which case interest accrues at the lesser of 12% per year and the maximum allowed by law), and to eliminate monthly interest payments.
• Officer pay and agreements: Mr. Yan’s expected base salary is 280,000 Australian dollars per year; Mr. Yan is party to an existing Offer of Employment with Global Technology Group Pty Ltd. The company also reported a Sep 29, 2026 amendment to Milošević’s employment reducing his base salary from $396,000 to $216,000 per year effective Jan 1, 2026 and removing certain stock-payment and annual increase provisions.

Why it may matter

• Item 1.01 was reported for amendments to a material definitive agreement (the MeridianBet Purchase Agreement) and related promissory notes. Item 5.02 was reported for officer changes, including the appointment of a new principal financial officer and related employment and indemnification arrangements. The filing does not show why the insider traded or why the company acted.