Sec Form 4 Filing - Nesset Endre @ GAN Ltd - 2023-03-23

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 Nesset Endre 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, B2C (Last) (First) (Middle) C/O GAN LIMITED, 10845 GRIFFITH PEAK DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2023 (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 11/29/2024 M 93,535 A $ 0.01 96,035 D Ordinary Shares 81,846 I By Eiketreet OU

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 Employee Stock Option (right to buy) $ 0.01 03/23/2023 A 2,000 ( 1 ) 03/23/2033 Ordinary Shares 2,000 $ 0 2,000 D Employee Stock Option (right to buy) $ 0.01 03/23/2023 A 8,000 ( 2 ) 03/23/2033 Ordinary Shares 8,000 $ 0 8,000 D Employee Stock Option (right to buy) $ 0.01 11/29/2024 M 18,386 ( 3 ) 03/11/2032 Ordinary Shares 18,386 $ 0 9,194 D Employee Stock Option (right to buy) $ 0.01 11/29/2024 M 31,859 ( 4 ) 03/11/2032 Ordinary Shares 31,859 $ 0 0 D Employee Stock Option (right to buy) $ 0.01 11/29/2024 M 43,290 ( 5 ) 11/12/2032 Ordinary Shares 43,290 $ 0 47,055 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nesset Endre C/O GAN LIMITED 10845 GRIFFITH PEAK DRIVE, SUITE 200 LAS VEGAS,, NV89135 President, B2C Signatures /s/ Jeffrey H. Kuras, by Power of Attorney 12/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option was granted on March 23, 2023 and is fully vested. ( 2 )The option was granted to the Reporting Person on March 23, 2023, and vested with respect to one-fourth of the shares on March 23, 2024; the remaining three-fourths of the shares will vest in equal monthly installments over the subsequent 36 months, subject to the reporting person's continued service. ( 3 )The option was granted to the Reporting Person on March 11, 2022, and vested with respect to one-fourth of the shares on March 11, 2023; the remaining three-fourths of the shares will vest in equal monthly installments over the subsequent 36 months, subject to the reporting person's continued service. ( 4 )The option was granted on March 11, 2022 and is fully vested. ( 5 )The option was granted to the Reporting Person on November 12, 2022, and vested with respect to one-fourth of the shares on November 12, 2023; the remaining three-fourths of the shares will vest in equal monthly installments over the subsequent 36 months, subject to the reporting person's continued service.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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