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Super Group (SGHC) COO settles 115,812 RSUs and sells shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Super Group (SGHC) Ltd reported that Chief Operating Officer Kirsty Farrah Ross settled 115,812 RSUs into common stock on July 31, 2026, from prior grants. On the same date she sold 54,551 shares at $13.97 per share, described as solely to cover tax withholding obligations. From a 107,437-unit grant, 35,812 RSUs vested on July 31, 2026, with the remainder scheduled to vest in equal installments on March 31, 2027 and March 31, 2028.

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Insider Ross Kirsty Farrah
Role Chief Operating Officer
Sold 54,551 shs ($762K)
Approx. gross sale proceeds $762K
Type Security Shares Price Value
Exercise Restricted Stock Unit (RSUs) F1 35,812 -- --
Exercise Restricted Stock Unit (RSUs) F2 80,000 -- --
Exercise Common Stock F1 35,812 -- --
Exercise Common Stock F2 80,000 -- --
Sale Common Stock F3 54,551 $13.97 $762K
Holdings After Transaction: Restricted Stock Unit (RSUs) — 71,625 shares (Direct); Common Stock — 88,261 shares (Direct)
Footnotes (3)
  1. F1. On July 1, 2026, Super Group (SGHC) Ltd (the "Issuer") amended the vesting schedule for its global LTIP plan impacting the vesting schedule of the 107,437 restricted stock units ("RSUs") that it granted to Ms. Ross on March 1, 2025, so that 35,812 of the vesting RSUs have been settled into common stock on July 31, 2026. The remaining RSUs will vest in two equal annual installments on March 31, 2027, and March 31, 2028. Upon vesting the RSUs will be settled on a one-for-one basis in shares of the Issuer's common stock or the cash value thereof, at the election of the Issuer.
  2. F2. On October 1, 2023, the Issuer granted 80,000 RSUs to Ms. Ross, all of which have been settled into common stock on July 31, 2026.
  3. F3. Ms. Ross sold 54,551 shares of the Issuer's common stock upon the partial vesting of RSUs that settled on July 31, 2026, solely to satisfy tax withholding obligations incurred upon vesting.
RSUs settled into stock 115,812 shares Total RSUs settled into common stock on July 31, 2026
RSUs from 2025 grant 107,437 RSUs RSUs granted March 1, 2025 to the COO under global LTIP
RSUs vested from 2025 grant 35,812 RSUs Portion of 2025 grant settled into stock on July 31, 2026
RSUs vested from 2023 grant 80,000 RSUs RSUs granted October 1, 2023 and settled on July 31, 2026
Shares sold for taxes 54,551 shares Common stock sold July 31, 2026 to satisfy tax withholding
Sale price $13.97 per share Per-share price for 54,551-share sale on July 31, 2026
Restricted Stock Unit (RSUs) financial
"the 107,437 restricted stock units (RSUs) that it granted to Ms. Ross"
vesting schedule financial
"amended the vesting schedule for its global LTIP plan"
A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.
global LTIP plan financial
"amended the vesting schedule for its global LTIP plan impacting the vesting"
tax withholding obligations financial
"sold 54,551 shares solely to satisfy tax withholding obligations incurred upon vesting"

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FAQ

What RSUs vested for Super Group (SGHC) COO Kirsty Farrah Ross on July 31, 2026?
Kirsty Farrah Ross had 115,812 RSUs settle into Super Group (SGHC) common stock on July 31, 2026. This comprised 35,812 RSUs from a March 1, 2025 grant and 80,000 RSUs from an October 1, 2023 grant, all converting one-for-one into shares.

How many Super Group (SGHC) shares did the COO sell and at what price?
The COO sold 54,551 shares of Super Group (SGHC) common stock at $13.97 per share on July 31, 2026. A footnote states this sale occurred upon partial RSU vesting and was undertaken solely to satisfy tax withholding obligations from the vesting event.

What is the remaining RSU vesting schedule for the Super Group (SGHC) COO?
From the 107,437 RSUs granted on March 1, 2025, 35,812 vested and settled on July 31, 2026. The remaining units are scheduled to vest in two equal annual installments on March 31, 2027 and March 31, 2028, settling one-for-one in stock or cash at the issuer’s election.

Was the Super Group (SGHC) COO’s transaction reported under a Rule 10b5-1 plan?
The Form 4’s Rule 10b5-1 checkbox is not marked as affirming that the reported trades were pursuant to a Rule 10b5-1 trading plan. The narrative footnotes instead focus on RSU vesting mechanics and tax-withholding-related share sales.
SEC Form 4
FORM 4UNITED 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).
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*
Ross Kirsty Farrah
(Last)(First)(Middle)
C/O KINGSWAY HOUSE,
HAVILLAND STREET
(Street)
ST PETER PORTGY1 2QE
(City)(State)(Zip)
GUERNSEY
(Country)		2. Issuer Name and Ticker or Trading Symbol
Super Group (SGHC) Ltd [ SGHC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/31/2026M35,812A(1)62,812D
Common Stock07/31/2026M80,000A(2)142,812D
Common Stock07/31/2026S(3)54,551D$13.9788,261D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit (RSUs)(1)07/31/2026M35,812 (1) (1)Common Stock35,812(1)71,625D
Restricted Stock Unit (RSUs)(2)07/31/2026M80,000 (2) (2)Common Stock80,000(2)0D
Explanation of Responses:
1. On July 1, 2026, Super Group (SGHC) Ltd (the "Issuer") amended the vesting schedule for its global LTIP plan impacting the vesting schedule of the 107,437 restricted stock units ("RSUs") that it granted to Ms. Ross on March 1, 2025, so that 35,812 of the vesting RSUs have been settled into common stock on July 31, 2026. The remaining RSUs will vest in two equal annual installments on March 31, 2027, and March 31, 2028. Upon vesting the RSUs will be settled on a one-for-one basis in shares of the Issuer's common stock or the cash value thereof, at the election of the Issuer.
2. On October 1, 2023, the Issuer granted 80,000 RSUs to Ms. Ross, all of which have been settled into common stock on July 31, 2026.
3. Ms. Ross sold 54,551 shares of the Issuer's common stock upon the partial vesting of RSUs that settled on July 31, 2026, solely to satisfy tax withholding obligations incurred upon vesting.
/s/ Ross Kirsty Farrah08/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR