Super Group (NYSE: SGHC) investors approve directors and 14.99% share buyback authority

Rhea-AI Filing Summary

Super Group (SGHC) Limited reported the results of its 2026 Annual Meeting of Shareholders, where 437,650,834 shares, representing 86.13% of the 508,096,671 shares entitled to vote, were represented. Shareholders approved the 2025 annual report and audited financial statements and ratified Deloitte LLP as auditor, including authorization for the directors to set the auditor’s remuneration.

All nominated directors, including Eric Grubman, Robert James Dutnall, John Le Poidevin, Natara Holloway Branch, Jonathan Jossel and Merrick Wolman, were re-appointed by strong majorities. Shareholders also approved an authorization allowing the company to make market acquisitions of its own shares, up to 14.99% of shares in issue, within specified pricing bands and a term of up to 15 months or until the next annual general meeting, whichever is earlier.

Insights

Corporate governance analyst

Shareholders backed all governance items and a sizeable buyback authorization.

Super Group received broad shareholder support at its 2026 annual meeting, with 86.13% of eligible shares represented. The 2025 financial statements and Deloitte’s appointment as auditor were approved almost unanimously, which indicates no evident shareholder pushback on reporting or audit matters in this vote.

All directors on the ballot were re-appointed with high support levels, suggesting continuity in board oversight. Notably, shareholders authorized the company to make market acquisitions of up to 14.99% of shares in issue, within defined price bands and a limited time frame. The actual impact will depend on whether and how management uses this repurchase capacity.

Key Figures

Shares represented: 437,650,834 shares Shares entitled to vote: 508,096,671 shares Support for Resolution 10: 406,396,538 votes For (92.86%) +5 more

8 metrics

Shares represented 437,650,834 shares At 2026 Annual Meeting; 86.13% of 508,096,671 entitled

Shares entitled to vote 508,096,671 shares Voting power at 2026 Annual Meeting

Support for Resolution 10 406,396,538 votes For (92.86%) Market acquisition authority for own shares

Opposition to Resolution 10 31,194,156 votes Against (7.13%) Market acquisition authority for own shares

Buyback capacity Up to 14.99% of shares in issue Maximum aggregate number of shares for market acquisitions

Minimum buyback price 1% of 3-day average market value Per-share minimum, exclusive of expenses

Maximum buyback price 110% of 3-day average market value Per-share maximum, exclusive of expenses

Authority duration 15 months or until next AGM Expiry of share acquisition authority, whichever is earlier

Key Terms

ORDINARY RESOLUTION, Companies (Guernsey) Law, 2008, market acquisitions, treasury shares, +1 more

5 terms

ORDINARY RESOLUTION regulatory

"Super Group shareholders approved an ORDINARY RESOLUTION that the annual report..."

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

Companies (Guernsey) Law, 2008 regulatory

"in accordance with section 257(4) of the Companies (Guernsey) Law, 2008, as amended..."

market acquisitions financial

"authorised...to make market acquisitions (within the meaning of section 316 of the Companies Law)..."

treasury shares financial

"which may be cancelled or held as treasury shares in accordance with the Companies Law..."

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

Shares in issue financial

"shall not exceed 14.99% of the Shares in issue (excluding Shares held in treasury)..."

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 07/01/2026 - 07:33 AM Accepted by SEC EDGAR 07/01/2026 - 07:33 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-41253

Super Group (SGHC) Limited

(Translation of registrant’s name into English)

Super Group (SGHC) Limited

Bordeaux Court, Les Echelons

St. Peter Port, Guernsey, GY1 1AR

Telephone: +44 (0) 1481 746 411

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

CONTENTS

Submission of Matters to a Vote of Security Holders.

On June 25, 2026 Super Group (SGHC) Limited (NYSE: SGHC) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”).

Represented at the Meeting were 437,650,834 shares, or 86.13%, of the Company’s 508,096,671 shares entitled to vote at the Meeting. The following matters were voted upon at the Annual Meeting and below are the voting results:

			FOR									AGAINST									ABSTAIN
			Votes			% of Votes						Votes			% of Votes						Votes
Resolution 1
Super Group shareholders approved an ORDINARY RESOLUTION that the annual report, the audited financial statements, the Directors’ report and the Auditor’s report for the financial year ended 31 December 2025 were received and approved:			437,631,594			100.00		%				4,147			—		%				15,093
Resolution 2
Super Group shareholders approved an ORDINARY RESOLUTION ratifying the appointment of Deloitte LLP as the auditor of the Company from the end of this annual general meeting until the end of the next annual general meeting of the Company in accordance with section 257(4) of the Companies (Guernsey) Law, 2008, as amended (the "Companies Law"):			437,636,034			100.00		%				7,039			—		%				7,761
Resolution 3
Super Group shareholders approved an ORDINARY RESOLUTION authorising the Directors of the Company to determine the remuneration of the Auditor in accordance with section 259(a)(ii) of the Companies Law:			437,548,587			99.98		%				10,171			—		%				92,076
Resolution 4
Super Group shareholders approved an ORDINARY RESOLUTION confirming the re-appointment of Eric Grubman as a director of the Company from the end of the AGM until the end of the next annual general meeting of the Company:			437,258,845			99.91		%				381,478			0.09		%				10,511
Resolution 5
Super Group shareholders approved an ORDINARY RESOLUTION confirming the re-appointment of Robert James Dutnall as a director of the Company from the end of the AGM until the end of the next annual general meeting of the Company:			432,525,110			98.83		%				4,989,500			1.14		%				136,224
Resolution 6
Super Group shareholders approved an ORDINARY RESOLUTION confirming the re-appointment of John Le Poidevin as a director of the Company from the end of the AGM until the end of the next annual general meeting of the Company:			435,587,751			99.53		%				1,917,824			0.44		%				145,259
Resolution 7
Super Group shareholders approved an ORDINARY RESOLUTION confirming the re-appointment of Natara Holloway Branch as a director of the Company from the end of the AGM until the end of the next annual general meeting of the Company:			437,492,696			99.96		%				94,752			0.02		%				63,389

			FOR									AGAINST									ABSTAIN
			Votes			% of Votes						Votes			% of Votes						Votes
Resolution 8
Super Group shareholders approved an ORDINARY RESOLUTION confirming the re-appointment of Jonathan Jossel as a director of the Company from the end of the AGM until the end of the next annual general meeting of the Company:			434,122,298			99.19		%				3,465,276			0.79		%				63,260
Resolution 9
Super Group shareholders approved an ORDINARY RESOLUTION confirming the re-appointment of Merrick Wolman as a director of the Company from the end of the AGM until the end of the next annual general meeting of the Company:			437,238,079			99.91		%				351,544			0.08		%				61,214
Resolution 10
Super Group shareholders approved an ORDINARY RESOLUTION confirming that the Company be and is hereby generally and unconditionally authorised, in accordance with section 315 of the Companies Law, subject to all other applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Shares (as defined in the Company's Articles of Incorporation) (the "Shares"), on such terms and in such manner as the Directors may from time to time determine and which may be cancelled or held as treasury shares in accordance with the Companies Law, provided that:			406,396,538			92.86		%				31,194,156			7.13		%				60,140
a.the maximum aggregate number of Shares authorised to be purchased under this authority shall not exceed 14.99% of the Shares in issue (excluding Shares held in treasury) as at the date this resolution is passed; b.the minimum price (exclusive of expenses) which may be paid for a Share shall be 1% of the average market value of a Share for the three Business Days prior to the day the purchase is made; c.the maximum price (exclusive of expenses) which may be paid for a Share shall be not more than 110% the of the average market value of a Share for the three Business Days prior to the day the purchase is made;
such authority to expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the annual general meeting of the Company to be held in 2025 (unless previously renewed, revoked or varied by the Company by ordinary resolution) save that the Company may make a contract to acquire Shares under this authority before its expiry which will or may be executed wholly or partly.

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, thereunto duly authorized.

						SUPER GROUP (SGHC) LIMITED
Date: July 1, 2026						By:			/s/ Robert James Dutnall
						Name:			Robert James Dutnall
						Title:			Authorized Signatory

FAQ

What did Super Group (SGHC) shareholders approve at the 2026 Annual Meeting?

Shareholders approved the 2025 annual report and audited financial statements, ratified Deloitte LLP as auditor, authorized directors to set the auditor’s pay, re-appointed all nominated directors, and granted authority for market acquisitions of the company’s own shares within specified limits and time frame.

How many Super Group (SGHC) shares were represented at the 2026 Annual Meeting?

A total of 437,650,834 shares were represented, equal to 86.13% of the 508,096,671 Super Group shares entitled to vote. This indicates a high level of shareholder participation in approving financial statements, director re-appointments and the share repurchase authorization.

Which directors of Super Group (SGHC) were re-appointed at the 2026 Annual Meeting?

Shareholders re-appointed Eric Grubman, Robert James Dutnall, John Le Poidevin, Natara Holloway Branch, Jonathan Jossel and Merrick Wolman as directors. Each was confirmed by an ordinary resolution with strong majorities, providing continuity in the company’s board composition for the next term.

What share repurchase authority did Super Group (SGHC) shareholders grant in Resolution 10?

Shareholders authorized Super Group to make market acquisitions of its own shares up to 14.99% of shares in issue, excluding treasury shares. Purchases must fall within defined minimum and maximum price bands based on recent average market value and occur within the specified authority period.

What are the pricing limits for Super Group (SGHC) share buybacks under the new authority?

The minimum price per share, excluding expenses, is 1% of the average market value for the three business days before purchase. The maximum price is 110% of that three-day average, ensuring repurchases occur within a preset market-related price range approved by shareholders.

How long does Super Group’s (SGHC) new share repurchase authority remain in effect?

The authority expires 15 months from the date the resolution was passed or, if earlier, at the end of the company’s next annual general meeting. However, Super Group may enter into acquisition contracts before expiry that are executed wholly or partly afterward under this authorization.