Super Group (NYSE: SGHC) GC exercises RSUs, sells shares for taxes

Rhea-AI Filing Summary

Super Group (SGHC) Ltd’s General Counsel Nathan Martine reported compensation-related equity moves and a small share sale. On March 31, 2026, RSUs previously granted in 2025 and 2026 vested and were settled into a total of 10,465 shares of common stock at a conversion price of $0.00 per share, increasing her direct holdings.

After these settlements, she held 34,933 common shares and had 8,800 RSUs from the 2026 grant and 6,066 RSUs from the 2025 grant still outstanding, scheduled to vest in 2027 and 2028. On April 8, 2026, Martine sold 4,761 common shares at $10.71 each, with the footnotes stating the sale was made solely to cover tax withholding obligations arising from the RSU vesting. Following this tax-related sale, she directly owned 30,172 common shares, alongside her remaining unvested RSUs.

Insider Trade Summary

Net Seller: 4,761 shares ($50,990)

Net Sell 5 txns

Insider Nathan Martine

Role General Counsel

Sold 4,761 shs ($51K)

Type	Security	Shares	Price	Value
Sale	Common Stock	4,761	$10.71	$51K
Exercise	Restricted Stock Unit (RSUs)	4,400	$0.00	--
Exercise	Restricted Stock Unit (RSUs)	6,065	$0.00	--
Exercise	Common Stock	4,400	$0.00	--
Exercise	Common Stock	6,065	$0.00	--

Holdings After Transaction: Common Stock — 30,172 shares (Direct); Restricted Stock Unit (RSUs) — 8,800 shares (Direct)

Footnotes (1)

1. On January 3, 2026, Super Group (SGHC) Limited (the "Issuer") granted 13,200 restricted stock units ("RSUs") to Ms. Nathan, of which 4,400 RSUs have been settled into common stock on March 31, 2026. The remaining RSUs will vest in two equal annual installments on March 31, 2027, and March 31, 2028. Upon settlement, the RSUs will be payable 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. On January 3, 2025, the Issuer granted 18,196 RSUs to Ms. Nathan, of which 6,065 RSUs have previously been settled as shares of the Issuer's common stock and 6,065 RSUs have been settled on March 31, 2026. The remaining RSUs will vest on March 31, 2027. Upon settlement, the RSUs will be payable 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. Ms. Nathan sold 4,761 shares of the Issuer's common stock upon the partial vesting of RSUs granted to her on March 31, 2026, solely to satisfy tax withholding obligations incurred upon vesting.

Key Figures

Shares sold: 4,761 shares Sale price: $10.71 per share Shares after sale: 30,172 shares +3 more

6 metrics

Shares sold 4,761 shares Common stock sold on April 8, 2026 at $10.71 to cover taxes

Sale price $10.71 per share Price for 4,761 common shares sold on April 8, 2026

Shares after sale 30,172 shares Direct common stock holdings following the April 8, 2026 sale

RSUs settled 10,465 RSUs RSUs settled into common stock on March 31, 2026

Remaining 2026 grant RSUs 8,800 RSUs Unvested RSUs from January 3, 2026 grant after March 31, 2026 settlement

Remaining 2025 grant RSUs 6,066 RSUs Unvested RSUs from January 3, 2025 grant after March 31, 2026 settlement

Key Terms

Restricted Stock Unit (RSUs), derivative security, open-market sale, tax withholding obligations, +1 more

5 terms

Restricted Stock Unit (RSUs) financial

"granted 13,200 restricted stock units ("RSUs") to Ms. Nathan"

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

tax withholding obligations financial

"sold 4,761 shares ... solely to satisfy tax withholding obligations incurred upon vesting"

settled into common stock financial

"4,400 RSUs have been settled into common stock on March 31, 2026"

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Nathan Martine

(Last) (First) (Middle)

C/O KINGSWAY HOUSE, HAVILLAND STREET

(Street)

ST PETER PORT GY1 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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
Common Stock	03/31/2026		M		4,400	A	(1)	28,868	D
Common Stock	03/31/2026		M		6,065	A	(2)	34,933	D
Common Stock	04/08/2026		S(3)		4,761	D	$10.71	30,172	D

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 Unit (RSUs)	(1)	03/31/2026	(1)	M			4,400	(1)	(1)	Common Stock	4,400	(1)	8,800	D
Restricted Stock Unit (RSUs)	(2)	03/31/2026	(2)	M			6,065	(2)	(2)	Common Stock	6,065	(2)	6,066	D

Explanation of Responses:

1. On January 3, 2026, Super Group (SGHC) Limited (the "Issuer") granted 13,200 restricted stock units ("RSUs") to Ms. Nathan, of which 4,400 RSUs have been settled into common stock on March 31, 2026. The remaining RSUs will vest in two equal annual installments on March 31, 2027, and March 31, 2028. Upon settlement, the RSUs will be payable 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 January 3, 2025, the Issuer granted 18,196 RSUs to Ms. Nathan, of which 6,065 RSUs have previously been settled as shares of the Issuer's common stock and 6,065 RSUs have been settled on March 31, 2026. The remaining RSUs will vest on March 31, 2027. Upon settlement, the RSUs will be payable 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.

3. Ms. Nathan sold 4,761 shares of the Issuer's common stock upon the partial vesting of RSUs granted to her on March 31, 2026, solely to satisfy tax withholding obligations incurred upon vesting.

	/s/ Nathan Martine	04/10/2026
	** 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.
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* Form 4: SEC 1474 (03-26)