IHS Holding (IHS) awards 32,958 RSUs to EVP and Group General Counsel

Rhea-AI Filing Summary

Tharoo Mustafa reported acquisition or exercise transactions in this Form 4 filing.

IHS Holding Ltd reported that EVP and Group General Counsel Mustafa Tharoo received a grant of 32,958 Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one ordinary share. The RSUs vest in three equal installments on March 26, 2027, March 26, 2028 and March 26, 2029, aligning the award with multi‑year service and performance. Following this grant, Tharoo is reported as holding 32,958 RSUs directly.

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).

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^*

Tharoo Mustafa

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Group General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

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

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)	03/26/2026		A		32,958		(2)	(2)	Ordinary Shares	32,958	$0	32,958	D

Explanation of Responses:

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

2. The RSUs will vest in three equal installments on March 26, 2027, March 26, 2028 and March 26, 2029.

	/s/ Mustafa Tharoo	03/27/2026
	** 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) disclose for Mustafa Tharoo?

IHS disclosed that EVP and Group General Counsel Mustafa Tharoo received a grant of 32,958 Restricted Stock Units. These are derivative securities that can convert into ordinary shares over time, subject to vesting conditions and continued service with the company.

How many Restricted Stock Units did the IHS EVP receive in this Form 4?

The EVP and Group General Counsel received 32,958 Restricted Stock Units. Each RSU represents a contingent right to receive one ordinary share, giving him potential future equity ownership if vesting conditions are satisfied over the stated schedule.

When do the newly granted IHS (IHS) RSUs vest for the EVP?

The 32,958 RSUs vest in three equal installments on March 26, 2027, March 26, 2028, and March 26, 2029. This structure spreads potential share delivery across three years, encouraging longer-term alignment with company performance and retention.

What does each IHS Restricted Stock Unit represent in this grant?

Each Restricted Stock Unit represents a contingent right to receive one ordinary share of IHS Holding Ltd. The units convert into shares only when vesting dates are reached and applicable conditions are met, so they are not immediately equivalent to outstanding stock.

Is the IHS insider transaction a purchase or a grant of securities?

The transaction is a grant or award of derivative securities, not an open-market purchase. The Form 4 uses transaction code A, indicating a grant of 32,958 RSUs as part of compensation rather than a discretionary buy or sell in the public market.