[8-K/A] SharpLink Gaming Ltd. Amends Material Event Report

Rhea-AI Filing Summary

Crown Holdings (CCK) Form 4: EVP & Chief Accounting Officer Gerard H. Gifford sold 8,222 common shares on 07/25/2025 at an average price of $102.9254, realizing roughly $0.85 million.

After the sale, he still directly owns 122,585 shares and indirectly holds 5,832 shares in the company’s 401(k) plan. No derivative transactions were reported. The sale trims his direct stake by about 6 percent but leaves a sizeable position that continues to align his interests with shareholders. The filing is purely an insider-ownership update; it does not announce operational or financial changes at Crown Holdings.

Positive

• Executive retains 122,585 direct shares, preserving substantial equity alignment with shareholders.
• No derivative or option transactions reported, simplifying ownership structure and limiting leverage-related risk.

Negative

• Insider sale of 8,222 shares at $102.93 (~$0.85 M) could be interpreted as reduced short-term confidence.
• Direct stake falls by roughly 6 %, marginally lowering insider ownership percentage.

Insights

Securities Analyst

TL;DR: Modest insider sale; executive retains large stake, suggesting limited directional signal.

The 8,222-share disposal represents roughly 6 % of Gifford’s direct holdings and less than 0.1 % of Crown’s outstanding shares, so market impact is likely muted. With 122,585 shares still owned, his remaining exposure approximates $12.6 million at the reported price, maintaining meaningful alignment. No option exercises or derivative positions were disclosed, further indicating routine portfolio management rather than a strategic shift. Overall, the event is informational and neutral for valuation.

Corporate Governance Expert

TL;DR: Sale cuts stake slightly; governance risk unchanged.

Executives often diversify holdings; a 6 % reduction is within normal governance tolerances. Retained ownership exceeds typical board guidelines for meaningful equity interest. Absence of clustered insider selling or complex instruments reduces red-flag potential. Consequently, the filing carries no significant governance concerns for investors.

true Amendment No. 1 0001981535 0001981535 2025-07-24 2025-07-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No.1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934

Date of Report (date of earliest event reported): July 24, 2025

SHARPLINK GAMING, INC.

(Exact name of registrant as specified in charter)

Delaware		001-41962		87-4752260
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

333 Washington Avenue North, Suite 104

Minneapolis, Minnesota 55402

(Address of Principal Executive Offices) (Zip Code)

612-293-0619

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, is Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 per share		SBET		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Current Report on Form 8-K/A is being filed by SharpLink Gaming, Inc. (the “Company”) as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on July 25, 2025, to announce the preliminary results of the Company’s 2025 special meeting of stockholders held on July 24, 2025 (the “Special Meeting”). This Amendment is being filed to disclose the final certified voting results reported by the inspector of election for the Special Meeting (the “Inspector of Election”).

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 24, 2025, the Company convened the Special Meeting virtually via live webcast. Only stockholders of record at the close of business on June 18, 2025, the record date for the Special Meeting, were entitled to vote at the Special Meeting. As of the record date, 62,125,336 shares of the Company’s common stock were outstanding and entitled to vote at the Special Meeting. Based on the certified final voting results received from the Inspector of Election, present at the meeting or by proxy were holders of 35,082,620 shares of the Company’s common stock, which represented approximately 56% of the voting power of all shares of common stock as of the record date and constituted a quorum for the transaction of business at the Special Meeting.

The stockholders of the Company voted on the following two proposals at the Special Meeting:

1.	To adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock of the Company; and
2.	To adopt the Amended and Restated Equity Incentive Plan.

The final results of each proposal as certified by the Inspector of Election were as follows:

Proposal No. 1 - Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock.

For				Against				Abstain				Broker Non-Votes
	34,648,965				406,442				27,213				-

Based on the final votes set forth above, the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock.

Proposal No. 2 - Approval of the Amended and Restated Equity Incentive Plan.

For				Against				Abstain				Broker Non-Votes
	19,090,752				187,399				1,154,361				14,650,108

Based on the final votes set forth above, the stockholders approved the Amended and Restated Equity Incentive Plan.

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 hereunto duly authorized.

	SHARPLINK GAMING, INC.
	By:	/s/ Rob Phythian
	Name:	Rob Phythian
	Title:	Chief Executive Officer
Dated: July 28, 2025

FAQ

How many Crown Holdings (CCK) shares did EVP Gerard Gifford sell?

He sold 8,222 common shares on 07/25/2025 at $102.9254 each.

What is Gifford’s remaining Crown Holdings ownership after the sale?

He directly owns 122,585 shares and indirectly holds 5,832 shares via the 401(k) plan.

Were any options or other derivatives exercised in this Form 4?

No. No derivative securities were reported in the filing.

What percentage of his holdings did the sale represent?

Approximately 6 % of his direct stake was sold.

Does this Form 4 indicate any operational changes at Crown Holdings?

No. The document only records an insider share sale and contains no operational or financial updates.