SEC FORM 4

SEC FORM 4 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GUTKOWSKI ROBERT M

(Last)

(First)

(Middle)

C/O SHARPLINK GAMING, INC.

333 WASHINGTON AVENUE NORTH

(Street)

MINNEAPOLIS

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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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Director Gutkowski Robert M was granted 31,665 shares, increasing direct ownership by 271% to 43,332 units (SEC Form 4)