IHS (IHS) CEO Sam Darwish sells shares under 10b5-1 plan for RSU taxes

Rhea-AI Filing Summary

IHS Holding Ltd Chairman and CEO Sam Darwish reported an open-market sale of 86,793 Ordinary Shares on March 18, 2026 at a weighted-average price of $8.1794 per share. According to the footnotes, the shares were sold to cover taxes due upon the vesting of restricted stock units under a mandatory Rule 10b5-1 trading instruction adopted on June 1, 2023.

After the sale, Darwish directly holds 405,841 Ordinary Shares and indirectly holds 12,746,233 Ordinary Shares through trusts. The price reflects multiple trades between $8.16 and $8.19 per share.

Insights

Insider trading and governance analyst

CEO's sale is a pre-planned tax transaction with sizable holdings retained.

The filing shows Sam Darwish, Chairman and CEO of IHS Holding Ltd, executed an open-market sale of 86,793 Ordinary Shares at a weighted-average price of $8.1794 on March 18, 2026. Footnotes explain the sale was to cover taxes on vested RSUs.

The transaction was carried out under a mandatory Rule 10b5-1 trading instruction embedded in the award agreement, adopted on June 1, 2023. Such plans are set in advance, so the timing of the sale is more mechanical than discretionary, reducing its informational value about management’s short-term outlook.

After the sale, Darwish still holds 405,841 Ordinary Shares directly and 12,746,233 Ordinary Shares indirectly through trusts. This suggests the tax-related sale is small relative to his overall exposure, and there are no derivative positions remaining disclosed in this filing.

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 STATES

(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)
03/18/2026

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	03/18/2026		S(1)		86,793	D	$8.1794(2)	405,841	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

Explanation of Responses:

1. Shares were sold to cover taxes upon the vesting of restricted stock units ("RSUs") 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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.16 to $8.19, inclusive.

	/s/ Sam Darwish	03/20/2026
	** 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)

FAQ

What insider transaction did IHS (IHS) report for Sam Darwish?

IHS reported that Chairman and CEO Sam Darwish sold 86,793 Ordinary Shares on March 18, 2026. The weighted-average sale price was about $8.1794 per share, executed in multiple trades between $8.16 and $8.19.

Why did IHS CEO Sam Darwish sell shares according to the Form 4?

The sale was made to cover taxes owed when restricted stock units vested. Footnotes state it followed a mandatory Rule 10b5-1 trading instruction embedded in the award agreement, meaning the trades were pre-planned rather than discretionary.

How many IHS shares does Sam Darwish hold after this transaction?

Following the sale, Sam Darwish directly owns 405,841 Ordinary Shares of IHS and indirectly owns 12,746,233 Ordinary Shares through trusts. These post-transaction holdings are reported in the Form 4’s ownership tables.

What price did IHS CEO Sam Darwish receive for the sold shares?

The reported weighted-average price was $8.1794 per share. Footnotes clarify the 86,793 shares were sold in multiple transactions, with prices ranging from $8.16 to $8.19 per share, all on March 18, 2026.

Was the IHS CEO’s share sale under a Rule 10b5-1 plan?

Yes. The Form 4 explains the shares were sold under a mandatory Rule 10b5-1 trading instruction in the RSU award agreement. That instruction was adopted on June 1, 2023, indicating the sales were scheduled in advance.

Does the IHS Form 4 show any derivative exercises for Sam Darwish?

No derivative exercises are reported in this Form 4. The derivativeSummary is empty, and the only transaction listed is an open-market sale of 86,793 Ordinary Shares to cover tax obligations on vested RSUs.