[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.

Positive

• Director increases direct ownership by 31,665 shares, enhancing alignment with common shareholders.
• RSUs provide long-term incentive, vesting over two years to encourage board retention.
• Shareholder approval obtained prior to expanding equity plan, reflecting adherence to governance best practices.

Negative

• Equity Incentive Plan expanded by 8,000,000 shares, creating future dilution potential.
• No open-market purchases; all shares obtained via compensation rather than cash investment.

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

OMB APPROVAL

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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^*

GUTKOWSKI ROBERT M

(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
	Officer (give title below)		Other (specify below)

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
Common Stock	07/24/2025		A		6,667	A	(5)	18,334	D
Common Stock	07/24/2025		A		24,998	A	(6)	43,332	D

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)	07/24/2025		A		6,667		(3)	(3)	Common Stock	6,667	(2)	6,667	D
Restricted Stock Units(1)	(2)	07/24/2025		A		74,996		(4)	(4)	Common Stock	74,996	(2)	74,996	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 the Issuer's special meeting of stockholders where the Plan Amendment was approved, subject to the Reporting Person's continued service with the Issuer as of the vesting date.

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

5. Common Stock acquired upon vesting of restricted stock units granted on March 19, 2025.

6. Common Stock acquired upon vesting of restricted stock units granted on May 26, 2025.

	/s/ Robert Gutkowski	07/28/2025
	** Signature of Reporting Person	Date
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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FAQ

How many SharpLink Gaming (SBET) shares did Director Leslie Bernhard acquire?

The Form 4 shows acquisitions of 31,665 common shares through RSU vesting.

What is Bernhard’s current direct ownership in SBET after the transaction?

Post-transaction, Bernhard directly holds 43,332 common shares.

How many new RSUs were granted to the director?

Bernhard received 81,663 restricted stock units convertible into an equal number of shares.

When do the newly granted RSUs vest?

6,667 vested immediately; the remaining 74,996 vest one-third immediately and one-third on each of the next two anniversaries.

What change did shareholders approve regarding SBET's equity plan?

They approved an amendment adding 8,000,000 additional shares to the 2023 Equity Incentive Plan.