IHS CEO sells shares to cover tax on RSU vesting

IHS Holding Ltd Chairman and CEO Sam Darwish reported compensation-related share activity and tax-driven sales.

Rhea-AI Filing Summary

IHS Holding Ltd Chairman and CEO Sam Darwish reported compensation-related share activity and tax-driven sales. On 6 April 2026, he received a grant of 412,544 Ordinary Shares at no cost and exercised 41,557 Restricted Stock Units, each converting into one Ordinary Share after fully vesting.

On 7 April 2026, he sold 124,275 Ordinary Shares at a weighted average price of $8.2386 per share to cover taxes due upon vesting of RSUs and performance stock units, under a mandatory Rule 10b5-1 trading instruction. After these trades, he holds 735,667 Ordinary Shares directly and 12,746,233 Ordinary Shares indirectly through trusts.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 6 txns

Insider Darwish Sam

Role Chairman and CEO

Sold 124,275 shs ($1.02M)

Approx. gross sale proceeds $1.02M

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	11,383	$8.2386	$94K
Sale	Ordinary Shares	112,892	$8.2386	$930K
Exercise	Restricted Stock Units	41,557	$0.00	$0.00
Exercise	Ordinary Shares	41,557	$0.00	$0.00
Grant/Award	Ordinary Shares	412,544	$0.00	$0.00
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Ordinary Shares — 735,667 shares (Direct); Ordinary Shares — 12,746,233 shares (Indirect, By Trusts)

Footnotes (4)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one Ordinary Share.
2. F2. Shares were sold to cover taxes upon the vesting of RSUs (in the case of 11,383 Ordinary Shares) and performance stock units (in the case of 112,892 Ordinary Shares) pursuant to a mandatory Rule 10b5-1 trading instruction in the award agreement adopted by the Reporting Person on June 1, 2023 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.235 to $8.26, inclusive.
4. F4. The RSUs have fully vested.

Key Figures

Shares sold: 124,275 Ordinary Shares Share grant: 412,544 Ordinary Shares RSUs exercised: 41,557 units +3 more

6 metrics

Shares sold 124,275 Ordinary Shares Open-market sales on 7 April 2026 at $8.2386 weighted average price

Share grant 412,544 Ordinary Shares Grant/award acquisition on 6 April 2026 at $0.00 per share

RSUs exercised 41,557 units Restricted Stock Units converting into Ordinary Shares on 6 April 2026

Direct holdings after trades 735,667 Ordinary Shares Direct ownership following 7 April 2026 tax-related sales

Indirect holdings by trusts 12,746,233 Ordinary Shares Indirect ownership by trusts as of 6 April 2026

Net shares sold 124,275 Ordinary Shares Net-sell volume in transaction summary for reported period

Key Terms

Restricted Stock Units, performance stock units, Rule 10b5-1 trading instruction, weighted average price

4 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one Ordinary Share."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance stock units financial

"performance stock units (in the case of 112,892 Ordinary Shares) pursuant to a mandatory Rule 10b5-1 trading instruction"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

Rule 10b5-1 trading instruction financial

"pursuant to a mandatory Rule 10b5-1 trading instruction in the award agreement adopted by the Reporting Person"

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did IHS CEO Sam Darwish report in this Form 4?

Sam Darwish reported a large share grant, RSU vesting, and related tax-cover sales. He received 412,544 Ordinary Shares as a grant, exercised 41,557 Restricted Stock Units into shares, then sold 124,275 Ordinary Shares mainly to pay taxes triggered by these equity awards.

How many IHS shares did Sam Darwish sell to cover taxes?

He sold 124,275 Ordinary Shares to cover tax obligations from vesting awards. This included 11,383 shares tied to RSU vesting and 112,892 shares tied to performance stock units, at a weighted average sale price of $8.2386 per share across multiple transactions.

Were Sam Darwish’s IHS share sales made under a Rule 10b5-1 plan?

Yes. The filing states the shares were sold pursuant to a mandatory Rule 10b5-1 trading instruction embedded in the award agreement. That instruction was adopted on June 1, 2023 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

How many IHS shares does Sam Darwish own after these transactions?

After the reported transactions, Sam Darwish holds 735,667 Ordinary Shares directly. He also has indirect ownership of 12,746,233 Ordinary Shares through trusts, giving him substantial ongoing exposure to IHS equity in addition to the compensation shares reported in this Form 4.

What RSU activity did Sam Darwish report for IHS Holding Ltd?

He reported exercising 41,557 Restricted Stock Units into Ordinary Shares at a $0.00 exercise price. Each RSU represented a contingent right to receive one Ordinary Share, and the filing notes these RSUs have fully vested, converting his derivative awards into actual IHS equity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/08/2026 - 05:12 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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^*

Darwish Sam

(Last) (First) (Middle)

1 CATHEDRAL PIAZZA

123 VICTORIA STREET

(Street)

LONDON SW1E 5BP

(City) (State) (Zip)

UNITED KINGDOM

(Country)

2. Issuer Name and Ticker or Trading Symbol
IHS Holding Ltd [ IHS ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

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

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

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

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
Ordinary Shares	04/06/2026		M		41,557	A	(1)	447,398	D
Ordinary Shares	04/07/2026		S(2)		11,383	D	$8.2386(3)	436,015	D
Ordinary Shares	04/06/2026		A		412,544	A	$0	848,559	D
Ordinary Shares	04/07/2026		S(2)		112,892	D	$8.2386(3)	735,667	D
Ordinary Shares								12,746,233	I	By Trusts

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)	04/06/2026		M			41,557	(4)	(4)	Ordinary Shares	41,557	$0	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one Ordinary Share.

2. Shares were sold to cover taxes upon the vesting of RSUs (in the case of 11,383 Ordinary Shares) and performance stock units (in the case of 112,892 Ordinary Shares) pursuant to a mandatory Rule 10b5-1 trading instruction in the award agreement adopted by the Reporting Person on June 1, 2023 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.235 to $8.26, inclusive.

4. The RSUs have fully vested.

	/s/ Sam Darwish	04/08/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)