Seamus M. Mcgill - 27 May 2025 Form 4 Insider Report for GAN Ltd (GAN)

Role: Chief Executive Officer, Director
Signature: /s/ Seamus McGill
Issuer symbol: GAN
Transactions as of: 27 May 2025
Net transactions value: -$284,184
Form type: 4
Filing time: 27 May 2025, 14:07:04 UTC
Previous filing: 06 Nov 2024
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
MCGILL SEAMUS M	Chief Executive Officer, Director	C/O GAN LIMITED, 10845 GRIFFITH PEAK DRIVE, SUITE 200, LAS VEGAS,	/s/ Seamus McGill	27 May 2025	0001210280

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GAN	Ordinary Shares	Disposed to Issuer	$284,184	-144,256	-100%	$1.97	0	27 May 2025	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GAN	Restricted Stock Units	Disposed to Issuer	$0	-206,250	-100%	$0.000000	0	27 May 2025	Ordinary Shares	206,250		Direct	F2, F3
transaction	GAN	Employee Stock Option (right to buy)	Disposed to Issuer	$0	-50,000	-100%	$0.000000	0	27 May 2025	Ordinary Shares	50,000	$1.06	Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Seamus M. Mcgill is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated as of November 7, 2023 by and between SEGA Sammy Creation Inc., a Japanese corporation ("SSC") and Arc Bermuda Limited, a Bermuda exempted company limited by shares and a wholly-owned subsidiary of SSC, and GAN Limited, a Bermuda exempted company limited by shares ("GAN"), each outstanding ordinary share of GAN was converted into the right to receive $1.97 in cash, without interest and less any applicable tax withholding, pursuant to the closing of the Merger on May 27, 2025 of GAN with and into SSC.
F2	Pursuant to the Merger Agreement, at the effective time of the Merger, any vesting conditions applicable to outstanding restricted stock unit awards ("RSUs") under GAN's equity incentive plans automatically accelerated in full and such restricted share units converted into the right of the holder thereof to receive a single lump sum cash payment, without interest, equal to (a) the product of (i) $1.97 and (ii) the number of ordinary shares subject to such RSU, less (b) any applicable tax withholding.
F3	The RSUs were originally granted on October 5, 2023 and provided for vesting as to 68,750 shares on each of October 5, 2025, 2026, and 2027.
F4	Pursuant to the Merger Agreement, at the effective time of the Merger, any vesting conditions applicable to outstanding options to acquire ordinary shares under GAN's equity incentive plans automatically accelerated in full and such options were automatically cancelled in exchange for the right of the holder thereof to receive a single lump sum cash payment, without interest, equal to (a) the product of (i) the excess, if any, of $1.97 over the per share exercise price of the option and (ii) the number of ordinary shares issuable upon the exercise in full of such option, less (b) any applicable tax withholding.
F5	The option was immediately exercisable.