Sec Form 4 Filing - Gardali Giuseppe @ GAN Ltd - 2025-05-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gardali Giuseppe 2. Issuer Name and Ticker or Trading Symbol GAN Ltd [ GAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, B2B (Last) (First) (Middle) C/O GAN LIMITED, 10845 GRIFFITH PEAK DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 05/27/2025 (Street) LAS VEGAS,, NV89135 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares 05/27/2025 D( 1 ) 82,507 D $ 1.97 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 2 ) 05/27/2025 D( 2 ) 6,031 ( 3 ) ( 3 ) Ordinary Shares 6,031 $ 0 0 D Restricted Stock Units ( 2 ) 05/27/2025 D( 2 ) 39,306 ( 4 ) ( 4 ) Ordinary Shares 39,306 $ 0 0 D Restricted Stock Units ( 2 ) 05/27/2025 D( 2 ) 21,018 ( 5 ) ( 5 ) Ordinary Shares 21,018 $ 0 0 D Restricted Stock Units ( 2 ) 05/27/2025 D( 2 ) 15,850 ( 6 ) ( 6 ) Ordinary Shares 15,850 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gardali Giuseppe C/O GAN LIMITED 10845 GRIFFITH PEAK DRIVE, SUITE 200 LAS VEGAS,, NV89135 President, B2B Signatures /s/ Jeffrey H. Kuras, Attorney-in-Fact 05/27/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )The RSUs were originally granted on March 11, 2022 and provided for vesting on March 11, 2026. ( 4 )The RSUs were originally issued on March 23, 2023 and provided for vesting as to 19,653 shares on each of March 23, 2026 and 2027. ( 5 )The RSUs were originally granted on August 1, 2023 and provided for vesting as to 10,509 shares on each of March 23, 2026 and 2027. ( 6 )The RSUs were originally granted on July 22, 2024 and provided for vesting as to 7,925 shares on each of March 23, 2026 and 2027.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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