[Form 4] SharpLink Gaming Ltd. Insider Trading Activity

Rhea-AI Filing Summary

On 07/24/2025 SharpLink Gaming (SBET) director Leslie Bernhard reported insider activity on Form 4. Two transactions converted previously granted restricted stock units (RSUs) into 31,665 common shares (6,667 + 24,998). After these conversions, Bernhard directly owns 43,332 common shares.

The filing also discloses new equity awards dated the same day: 81,663 RSUs (6,667 fully vested; 74,996 vest 1/3 immediately and 1/3 on each of the next two anniversaries), each representing one future share. These awards became effective once shareholders approved an amendment to the 2023 Equity Incentive Plan that authorizes an additional 8,000,000 shares. No open-market purchases or sales occurred; all acquisitions were through company equity compensation.

Insights

Securities Analyst

TL;DR Bernhard gains 31.7k shares via RSU vesting; receives 81.7k new RSUs after plan expansion—neutral cash impact, modest dilution risk.

The director’s direct stake rises to 43,332 shares, signalling commitment but involving no cash outlay. New RSUs expand potential future share count yet are routine for small-cap incentive structures. The key takeaway is shareholder approval of 8 million additional plan shares, which increases dilution capacity though no immediate issuance occurs. Net impact: neutral for near-term valuation, mildly dilutive over time.

Corporate Governance Expert

TL;DR Shareholder-approved plan expansion aligns incentives but enlarges share reserve; governance process followed, impact modest.

Board granted RSUs contingent on prior shareholder approval, demonstrating procedural compliance. Immediate vesting of a small portion rewards continued service, while staggered vesting supports long-term alignment. However, authorising 8 million extra shares increases potential dilution. From a governance stance, disclosure is transparent and within norms; financial impact remains limited unless large portions of the new reserve are later issued.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Phythian Rob

(Last) (First) (Middle)

C/O SHARPLINK GAMING, INC.

333 WASHINGTON AVENUE NORTH

(Street)

MINNEAPOLIS MN 55401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SharpLink Gaming, Inc. [ SBET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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(1)	(2)	03/19/2025		A		18,333		(3)	(3)	Common Stock	18,333	(2)	18,333	D
Restricted Stock Units(1)	(2)	05/26/2025		A		224,987		(4)	(4)	Common Stock	224,987	(2)	224,987	D
Restricted Stock Units(5)	(2)	07/24/2025		A		156,240		(6)	(6)	Common Stock	156,240	(2)	156,240	D

Explanation of Responses:

1. These grants were approved by the Board of Directors (the "Board") on March 19, 2025 and May 26, 2025, subject to stockholder approval of an amendment to the SharpLink Gaming, Inc. 2023 Equity Incentive Plan (the "Plan Amendment"), which provides that, an additional 8,000,000 shares of the Company's common stock will be made available pursuant to the Plan Amendment. The stockholders approved the Plan Amendment on July 24, 2025.

2. Each restricted stock unit represents a contingent right to receive one share of SharpLink Gaming, Inc common stock.

3. The restricted stock units shall be fully vested at the close of business on December 31, 2025, subject to the Reporting Person's continued employment with the Issuer as of the vesting date.

4. The restricted stock units shall vest in one-third increments at the close of business on the first three anniversaries of the Issuer's special meeting of stockholders where the Plan Amendment was approved, subject to the Reporting Person's continued employment with the Issuer as of the vesting date.

5. Restricted stock units issued in connection with the new employment agreement entered into on July 24, 2025 by and between the Reporting Person and the Issuer.

6. The restricted stock units shall vest with one-third (1/3) on the first (1st) anniversary of July 24, 2025, and the remaining units vesting in equal quarterly installments thereafter, subject to the Reporting Person's continued employment with the Issuer as of the vesting date.

Remarks:

Note: 1. On July 24, 2025, the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, are not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and are excluded from this report. 2. For purposes of Footnote 6 to this Form 4, the grant date, or July 24, 2025, for such restricted stock unit awards means the date that the Company established the vesting terms and the number of shares subject to the grant under the employment agreement; however the Compensation Committee has 30 days to formally approve the grant and register the shares.

	/s/ Rob Phythian	07/28/2025
	** Signature of Reporting Person	Date
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