Form 4: GAN Ltd. CFO Brian Chang Reports Share and RSU Conversion Following Merger Close with SEGA Sammy Creation Inc.

GAN Ltd. CFO Brian Chang reported the conversion of his ordinary shares and restricted stock units into cash at $1.97 per share, following the closing of the merger with SEGA Sammy Creation Inc. on May 27, 2025.

Summary

• Brian P. Chang, the Chief Financial Officer (CFO) of GAN Ltd., reported changes in his beneficial ownership of GAN 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).
• Pursuant to the merger agreement, 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.
• Mr. Chang disposed of 91,690 ordinary shares at a price of $1.97 per share.
• All outstanding restricted stock unit (RSU) awards under GAN's equity incentive plans automatically accelerated in full and converted into a single lump sum cash payment.
• The cash payment for RSUs was calculated as the product of $1.97 and the number of ordinary shares subject to each RSU, less any applicable tax withholding.
• RSUs totaling 2,535, 7,065, 53,570, 33,020, and 37,852 units were converted into cash.
• Following these reported transactions, Mr. Chang holds 0 ordinary shares and 0 derivative securities of GAN Ltd.

Sentiment

Score: 7

Explanation: The document reports the successful completion of a merger, which provides a definitive cash exit for shareholders and RSU holders at the agreed-upon price. This resolves uncertainty for investors, although it also means the end of GAN as an independent public entity.

Positives

• The merger closing provides immediate liquidity to former GAN shareholders and RSU holders at a fixed price of $1.97 per share.
• Vesting conditions for all outstanding restricted stock units were automatically accelerated, allowing RSU holders to realize the cash value of their awards immediately upon merger completion.

Negatives

• GAN Ltd. shares are no longer publicly traded, as the company has merged into a subsidiary of SEGA Sammy Creation Inc., meaning existing shareholders no longer participate in any potential future upside of GAN's operations.

Future Outlook

The document primarily reports a completed transaction (merger closing) and does not provide forward-looking statements or guidance for GAN Ltd. as it has been acquired. The future outlook for former GAN shareholders is the cash received from the merger.

Management Comments

• "Pursuant to the Agreement and Plan of Merger dated as of November 7, 2023, each outstanding ordinary share of GAN was converted into the right to receive $1.97 in cash."
• "At the effective time of the Merger, any vesting conditions applicable to outstanding restricted stock unit awards 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 $1.97 multiplied by the number of ordinary shares subject to such RSU."

Industry Context

This filing marks the completion of the acquisition of GAN Ltd., a B2B technology provider of internet gaming software, by SEGA Sammy Creation Inc., a subsidiary of the Japanese entertainment conglomerate SEGA Sammy Holdings. This transaction reflects ongoing consolidation within the global gaming and online gambling technology sector, where larger entities are acquiring specialized technology providers to expand their market reach and capabilities.

Comparison to Industry Standards

• The acquisition price of $1.97 per share for GAN Ltd. would need to be compared to historical trading multiples (e.g., EV/Revenue, P/S) of comparable B2B iGaming software providers at the time the merger agreement was announced (November 2023) and at closing (May 2025).
• For example, companies like Kambi Group plc, Playtech plc, or Evolution AB, while not direct comparables due to different business models (platform vs. content vs. live casino), could offer a general industry valuation context. However, without specific financial data for GAN at the time of the merger announcement, a detailed comparison of the premium paid is not possible from this document alone.
• The acceleration of RSU vesting upon merger completion is a standard provision in many corporate acquisition agreements, designed to ensure executive and employee alignment and provide immediate liquidity for equity awards.

Stakeholder Impact

• Shareholders: Received $1.97 per share in cash, providing a definitive exit and liquidity.
• Employees (with RSUs): Vesting of RSUs accelerated, converting to cash, providing immediate liquidity for their equity compensation.
• Company (GAN Ltd.): Ceases to exist as an independent public entity, becoming part of SEGA Sammy Creation Inc.

Next Steps

• Former GAN shareholders will receive cash payments for their shares and RSUs.
• GAN Ltd. will cease to be a publicly traded company.

Key Dates

Keywords

GAN Ltd, GAN, SEGA Sammy Creation Inc., Merger, Acquisition, Form 4, Beneficial Ownership, Restricted Stock Units, Equity Incentive Plans, Brian P. Chang, CFO, Gaming Industry, Software, Online Gaming