CEO block sale trims Bragg Gaming (NASDAQ: BRAG) stake to 13.55%

Rhea-AI Filing Summary

Bragg Gaming Group reported that its board approved a limited waiver of its trading blackout period to allow CEO Matevž Mazij to complete a private block sale of 1,039,000 common shares to a single purchaser at C$2.00 per share, for gross proceeds of C$2,078,000. The waiver was granted after Mazij requested liquidity to address urgent personal financial circumstances, and the board concluded the transaction was in the company’s and shareholders’ best interests and that he did not hold material non-public financial information, given previously announced preliminary 2025 results.

The sale was executed on February 26, 2026 by Mazij’s holding company, K.A.V.O. Holdings Limited, and the purchaser agreed to a non-disclosure agreement and a six‑month lock‑up on the shares. Following the transaction, entities controlled by Mazij hold 3,395,000 shares, reducing their stake from 17.70% to 13.55% of Bragg’s outstanding common shares, while his options and stock appreciation rights remain unchanged.

Positive

• None.

Negative

• CEO Matevž Mazij reduced his beneficial ownership from 17.70% to 13.55% through a blackout-waiver private sale of 1,039,000 shares at C$2.00, which may signal decreased insider exposure.

Insights

Equity ownership and governance analyst

CEO completes sizable blackout-waiver block sale, cutting his Bragg stake.

The CEO of Bragg Gaming Group, Matevž Mazij, arranged a private block sale of 1,039,000 shares at C$2.00 per share via his holding company. The board granted a limited blackout waiver, citing his urgent personal financial circumstances and prior disclosure of preliminary 2025 results.

Post-transaction, entities he controls hold 3,395,000 shares, with ownership falling from 17.70% to 13.55%. This meaningfully reduces insider concentration while keeping him a major shareholder. The buyer accepted a six‑month lock‑up and a non‑disclosure agreement, which helps contain immediate trading overhang.

The company states it does not expect further blackout waivers, and any future Mazij share acquisitions or disposals will depend on market conditions and diversification. Subsequent regulatory filings, including the Early Warning Report on SEDAR+, will provide additional detail on his evolving ownership position.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2026

Commission File Number: 001-40759

Bragg Gaming Group Inc.

(Translation of registrant's name into English)

130 King Street West, Suite 1955

Toronto, Ontario M5X 1E3

Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ¨ Form 40-F  x

DOCUMENTS FILED AS PART OF THIS FORM 6-K

Exhibit	Description
99.1	News Release, dated February 27, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BRAGG GAMING GROUP INC.
Date: February 27, 2026
	By:	/s/ Robert Bressler
	Name:	Robert Bressler
	Title:	Chief Financial Officer

Exhibit 99.1

Bragg Gaming Group Facilitates Executive Block Trade

Toronto, February 27, 2026 – Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) (“Bragg” or the “Company”), a leading iGaming content and technology provider, today announced that its Board of Directors approved a limited waiver of the company's scheduled blackout period, in order to permit its chief executive officer, Matevž Mazij, to conduct a block sale of 1,039,000 common shares of the Company to a single purchaser in a private transaction (the “Sale”). The Board granted the waiver in response to a request from Mr. Mazij to address urgent personal financial circumstances. The Board determined that granting the waiver was in the best interests of the Company and shareholders in order to facilitate the Sale in an orderly manner. Given the Company’s prior announcement of its preliminary unaudited fourth quarter and full year 2025 financial results, the Board was satisfied that Mr. Mazij was not in possession of material non-public financial information regarding the Company. The purchaser under the Sale agreed to execute a customary non-disclosure agreement and 6 month lock up in respect of the Company’s common shares. The Company does not expect any further waivers of the blackout period to be sought or granted.

Required Early Warning Disclosure

This additional disclosure is being provided pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed by Mr. Mazij, and his holding company, K.A.V.O. Holdings Limited, with the regulatory authorities in each jurisdiction in which the Company is a reporting issuer, containing information with respect to the Sale (the “Early Warning Report”). The Sale was completed by K.A.V.O. Holdings Limited on February 26, 2026, at a price of C$2.00 per common share for aggregate gross proceeds to of C$2,078,000. Mr. Mazij completed the sale to address urgent personal financial circumstances.

Prior to the Sale, Mr. Mazij, directly or indirectly, through entities owned and/or controlled, directly or indirectly by him (the “Mazij Group”), held 4,434,000 common shares, representing 17.70% of the issued and outstanding common shares. In addition, Mr. Mazij held 25,000 options and 283,476 stock appreciation rights, which each may be exercisable or settled for Common Shares.

Following the Sale, the Mazij Group held 3,395,000 Common Shares representing 13.55% of the issued and outstanding Common Shares. In addition, Mr. Mazij continues to hold 25,000 options and 283,476 stock appreciation rights, which each may be exercisable or settled for Common Shares.

In addition to the Sale, Mr. Mazij may, depending on market conditions, acquire additional Common Shares or dispose of Common Shares in the future whether in transactions over the open market or through privately negotiated arrangements or otherwise, subject to a number of factors, including general market conditions and investment diversification.

The head office of the Company is located at 130 King Street West, Suite 1955 Toronto, Ontario. A copy of the Early Warning Report will be filed under the Company’s profile on SEDAR+. The head office of Mr. Mazij’s holding company K.A.V.O. Holdings Limited is located at Themistokli dervi 41, Hawaii Tower, 1st Floor, Flat Office 106, 1066, Nicosia, Cyprus.

About Bragg Gaming Group

Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) is an iGaming content and platform technology solutions provider serving online and land-based gaming operators with its proprietary and exclusive content, and cutting-edge player account management (“PAM”) technology. Bragg Studios offer high-performing and passionately crafted casino game titles using the latest in data-driven insights from in-house brands including Wild Streak Gaming, Atomic Slot Lab and Indigo Magic. Its proprietary content portfolio is complemented by a selection of exclusive titles from carefully selected studio partners under the Powered By Bragg program. Games built on Bragg’s remote games server (“RGS”) technology are distributed via the Bragg HUB content delivery platform and are available exclusively to Bragg customers. Bragg’s powerful, modular PAM technology powers multiple leading iCasino and sportsbook brands and is supported by expert in-house managed, operational, and marketing services. Content delivered via the Bragg HUB either exclusively or from the Bragg aggregated games portfolio is managed from a single back-office which is supported by a cutting-edge data platform, and Bragg’s award-winning Fuze™ player engagement toolset. Bragg is licensed, certified, or otherwise approved and operational in over 30 regulated iCasino markets globally, including in the U.S., Canada, LatAm and Europe.

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For investor enquiries, please contact:

Stephen Kilmer 

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stephen.kilmer@bragg.group

FAQ

What transaction did Bragg Gaming Group (BRAG) disclose involving its CEO?

Bragg Gaming disclosed that CEO Matevž Mazij completed a private block sale of 1,039,000 common shares at C$2.00 per share. The transaction was executed via his holding company after the board granted a limited waiver of the company’s trading blackout period.

How did the block sale affect Matevž Mazij’s ownership in Bragg Gaming (BRAG)?

After selling 1,039,000 shares, entities controlled by Matevž Mazij hold 3,395,000 Bragg shares. His ownership declined from 17.70% to 13.55% of issued and outstanding common shares, though his options and stock appreciation rights positions remained the same.

Why did Bragg Gaming’s board approve a blackout waiver for the CEO’s share sale?

The board approved a limited blackout waiver after Mazij requested liquidity to address urgent personal financial circumstances. Directors concluded the orderly block sale was in the best interests of the company and shareholders, and that he did not possess material non-public financial information.

What terms did the purchaser agree to in Bragg Gaming’s CEO block trade?

The single purchaser in the CEO’s private block trade agreed to sign a customary non-disclosure agreement and accept a six‑month lock‑up on the acquired common shares. These conditions are intended to manage information sensitivity and reduce immediate resale pressure on the stock.

What early warning disclosure is required for the Bragg Gaming CEO share sale?

The sale triggers early warning disclosure under National Instrument 62-103, requiring an Early Warning Report by Matevž Mazij and K.A.V.O. Holdings Limited. This report, filed on SEDAR+, will provide detailed information about the 1,039,000-share transaction and resulting ownership levels.

Can Bragg Gaming’s CEO buy or sell more shares after this block trade?

Yes. The disclosure notes that, beyond this block sale, Matevž Mazij may acquire or dispose of additional Bragg common shares in the future. Any such activity would depend on market conditions, general circumstances, and investment diversification considerations, and could occur in market or private transactions.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 11.2 KB