Endre Nesset - 27 May 2025 Form 4 Insider Report for GAN Ltd (GAN)

Reporting relationship: President, B2C
Issuer ticker: GAN
Reported as of: 27 May 2025
Net transaction value: -$378,333
SEC form: 4
Accepted by SEC: 27 May 2025, 14:07:10 UTC
Prior SEC filing: 09 May 2025
Source filing: View source filing
Reporting owner signature: /s/ Jeffrey H. Kuras, by Power of Attorney

Key filing fact

Endre Nesset filed Form 4 for GAN Ltd (GAN) on 27 May 2025.

Key facts

This page summarizes Endre Nesset's Form 4 filing for GAN Ltd (GAN).
7 reported transactions and 5 derivative rows are listed below.
Accepted by SEC: 27 May 2025, 14:07.

Change

Previous filing in this sequence was filed on 09 May 2025.
Current net transaction value: -$378,333.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001956794 Primary reporting owner

Nesset Endre

Relationship: President, B2C
Address: C/O GAN LIMITED, 10845 GRIFFTH PEAK DRIVE, SUITE 200, LAS VEGAS,
Signature: /s/ Jeffrey H. Kuras, by Power of Attorney
Signature date: 27 May 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

GAN transaction

Ordinary Shares

Disposed to Issuer

Transaction value: $217,096
Shares: -110,201
Change %: -100%
Price: $1.97
Shares after: 0
Date: 27 May 2025
Ownership: Direct
Footnotes: F1

GAN transaction

Ordinary Shares

Disposed to Issuer

Transaction value: $161,237
Shares: -81,846
Change %: -100%
Price: $1.97
Shares after: 0
Date: 27 May 2025
Ownership: By Eiketreet OU
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

GAN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value: $0
Shares: -6,321
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 27 May 2025
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 6,321
Exercise price: $0.0100
Footnotes: F2, F3

GAN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value: $0
Shares: -35,762
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 27 May 2025
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 35,762
Exercise price: $0.0100
Footnotes: F2, F4

GAN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value: $0
Shares: -2,000
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 27 May 2025
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 2,000
Exercise price: $0.0100
Footnotes: F2, F5

GAN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value: $0
Shares: -8,000
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 27 May 2025
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 8,000
Exercise price: $0.0100
Footnotes: F2, F6

GAN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value: $0
Shares: -83,430
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 27 May 2025
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 83,430
Exercise price: $0.0100
Footnotes: F2, F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Endre Nesset is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote 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.

Footnote F2

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.

Footnote F3

The options were originally granted to the Reporting Person on March 11, 2022, and provided for vesting as to one-fourth of the shares on March 11, 2023, with the remaining shares vesting in equal monthly installments over the subsequent 36 months.

Footnote F4

The options were originally granted to the Reporting Person on November 12, 2022, and provided for vesting as to one-fourth of the shares on November 12, 2023, with the remaining shares vesting in equal monthly installments over the subsequent 36 months.

Footnote F5

The options vested immediately upon grant.

Footnote F6

The options were originally granted on March 23, 2023 and provided for vesting as to one-fourth of the shares on March 23, 2024, with the remaining shares vesting in equal monthly installments over the subsequent 36 months.

Footnote F7

The options were originally granted on August 1, 2023 and provided for vesting as to one-fourth of the shares on August 1, 2024, with the remaining shares vesting in equal monthly installments over the subsequent 36 months.