Form 4: GAN Ltd. CEO Seamus McGill Reports Final Share Disposition Following Merger Completion with SEGA Sammy Creation Inc.

GAN Ltd. CEO Seamus McGill has reported the final disposition of his ordinary shares, restricted stock units, and employee stock options, converting them into cash at $1.97 per share following the completion of the merger with SEGA Sammy Creation Inc. on May 27, 2025.

Summary

• Seamus McGill, the Chief Executive Officer and a Director of GAN Ltd., reported the disposition of all his beneficial ownership in GAN Ltd. securities.
• The transactions occurred on May 27, 2025, coinciding with the closing of the merger between GAN Limited and Arc Bermuda Limited, a wholly-owned subsidiary of SEGA Sammy Creation Inc. (SSC).
• Mr. McGill disposed of 144,256 ordinary shares, which were converted into cash at a price of $1.97 per share, without interest and less any applicable tax withholding.
• Additionally, 206,250 Restricted Stock Units (RSUs) had their vesting conditions automatically accelerated in full and were converted into a lump sum cash payment based on the $1.97 per share merger price. These RSUs were originally scheduled to vest in installments on October 5, 2025, 2026, and 2027.
• Furthermore, 50,000 employee stock options with an exercise price of $1.0601 were also automatically accelerated and cancelled in exchange for a cash payment equal to the difference between the $1.97 merger price and the exercise price, multiplied by the number of shares.
• Following these transactions, Mr. McGill holds 0 ordinary shares and 0 derivative securities, indicating no remaining beneficial ownership in GAN Ltd. and is no longer subject to Section 16 reporting obligations for GAN Ltd.

Sentiment

Score: 7

Explanation: The sentiment is positive as the merger successfully closed, providing a definitive cash payout to shareholders and equity holders like the CEO. The acceleration of equity vesting is also a positive outcome for the reporting person. There are no negative surprises or delays reported.

Positives

• The merger with SEGA Sammy Creation Inc. has successfully closed, providing a definitive cash value for GAN Ltd. shareholders.
• Seamus McGill's equity awards, including 206,250 Restricted Stock Units and 50,000 employee stock options, had their vesting conditions automatically accelerated, allowing for immediate cash realization.
• Shareholders received $1.97 per ordinary share in cash, providing liquidity and a clear exit value.
• The employee stock options, with an exercise price of $1.0601, yielded a positive cash payout of $0.9099 per share ($1.97 $1.0601).

Negatives

• GAN Ltd. ceases to exist as an independent publicly traded entity following the merger.
• Shareholders no longer have exposure to the future growth or potential upside of GAN Ltd. as a standalone company.

Risks

• No new risks are identified in this Form 4 filing, as it reports the completion of a transaction rather than ongoing operational or financial risks. The primary risk associated with the merger (i.e., the risk of it not closing) has been resolved.

Future Outlook

The document does not provide a future outlook for GAN Ltd. as it details the completion of its acquisition, effectively ending its independent operations and public trading.

Management Comments

• 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.
• 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... 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.
• 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... 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.

Industry Context

This filing signifies the successful completion of a significant acquisition in the online gaming and gambling technology sector, where consolidation is a recurring theme. SEGA Sammy Creation Inc.'s acquisition of GAN Ltd. expands its footprint or capabilities in this rapidly evolving digital entertainment market, reflecting a broader trend of strategic mergers and acquisitions aimed at achieving scale, market share, or technological synergies.

Comparison to Industry Standards

• The merger price of $1.97 per share for GAN Ltd. can be assessed against its historical trading performance and the valuation multiples of comparable companies in the online gaming and B2B iGaming technology sector at the time the merger agreement was announced (November 7, 2023).
• While specific comparable companies are not mentioned in the filing, typical industry benchmarks for acquisitions in this space often consider revenue multiples, EBITDA multiples, and premium paid over pre-announcement stock prices.
• The acceleration of equity vesting for executives like Seamus McGill upon a change of control is a standard provision in many corporate equity incentive plans, designed to ensure executive alignment during M&A processes.

Management Changes

Stakeholder Impact

• Shareholders: Received $1.97 per share in cash, providing a definitive return on investment and liquidity.
• Employees (specifically Seamus McGill): Equity awards (RSUs and stock options) were accelerated and converted to cash, providing immediate financial benefit.
• Company (GAN Ltd.): Ceased to exist as an independent publicly traded entity, becoming part of SEGA Sammy Creation Inc.

Next Steps

• GAN Ltd. will likely be delisted from public exchanges following the merger completion.
• Shareholders who have not yet tendered their shares will receive the cash consideration.

Key Dates

Keywords

GAN Ltd, SEGA Sammy Creation Inc., Merger, Acquisition, Form 4, Beneficial Ownership, Seamus McGill, Stock Options, Restricted Stock Units, Equity Incentive Plans, Gaming Technology, Gambling Industry