Were the SGHC insider share sales by Kirsty Ross discretionary or tax-related?

The filing states the 47,391-share sale by Kirsty Ross was solely to satisfy tax withholding obligations. This suggests the transaction was driven by tax requirements linked to RSU vesting rather than a discretionary decision to reduce her equity exposure.

SGHC executive sells shares to cover RSU taxes

Super Group (SGHC) Ltd Chief of Staff Kirsty Farrah Ross reported equity compensation activity and related share sales.

Filing Impact

(Very High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

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Form Type

Rhea-AI Filing Summary

Super Group (SGHC) Ltd Chief of Staff Kirsty Farrah Ross reported equity compensation activity and related share sales. On March 31, 2026, RSUs previously granted to her were settled into common stock, and she acquired additional shares through derivative exercises. She then sold 47,391 shares of common stock at $10.71 per share on April 8, 2026, with a footnote stating the sale was made solely to cover tax withholding obligations arising from RSU vesting. Following these transactions, she directly holds 96,984 common shares, indicating the filing reflects routine compensation vesting with a tax-related share sale rather than a discretionary reduction of her position.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider Ross Kirsty Farrah

Role Chief of Staff

Sold 47,391 shs ($508K)

Approx. gross sale proceeds $508K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	47,391	$10.71	$508K
Exercise	Restricted Stock Unit (RSUs)	16,150	$0.00	$0.00
Exercise	Restricted Stock Unit (RSUs)	49,822	$0.00	$0.00
Exercise	Restricted Stock Unit (RSUs)	33,775	$0.00	$0.00
Exercise	Common Stock	16,150	$0.00	$0.00
Exercise	Common Stock	49,822	$0.00	$0.00
Exercise	Common Stock	33,775	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit (RSUs) — 165,720 contracts (Direct); Common Stock — 96,984 shares (Direct)

Footnotes (4)

F1. On March 1, 2026, Super Group (SGHC) Limited (the "Issuer") granted 48,450 restricted stock units ("RSUs") to Ms. Ross, 16,150 of which has 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 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.
F2. On March 1, 2026, the Issuer granted 149,466 RSUs to Ms. Ross, 49,822 of which 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 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.
F3. On March 1, 2025, the Issuer granted 101,326 RSUs to Ms. Ross, of which 33,775 of the RSUs have previously been settled as shares of the Issuer's common stock, and 33,775 have been settled on March 31, 2026. The remaining RSUs will vest on March 31, 2027. 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.
F4. Ms. Ross sold 47,391 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: 47,391 shares Sale price: $10.71 per share Post-transaction holdings: 96,984 shares +4 more

7 metrics

Shares sold 47,391 shares Common stock sold on April 8, 2026

Sale price $10.71 per share Price for 47,391 common shares

Post-transaction holdings 96,984 shares Common stock held directly after transactions

RSUs settled 99,747 units Total RSUs exercised/settled per transaction summary

RSU grant 1 48,450 units Granted March 1, 2026; 16,150 settled March 31, 2026

RSU grant 2 149,466 units Granted March 1, 2026; 49,822 settled March 31, 2026

RSU grant 3 101,326 units Granted March 1, 2025; 33,775 settled March 31, 2026

Key Terms

Restricted Stock Unit (RSUs), tax withholding obligations, derivative security, vesting, +1 more

5 terms

Restricted Stock Unit (RSUs) financial

"On March 1, 2026, Super Group (SGHC) Limited granted 48,450 restricted stock units ("RSUs") to Ms. Ross"

tax withholding obligations financial

"Ms. Ross sold 47,391 shares ... solely to satisfy tax withholding obligations incurred upon vesting."

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.

vesting financial

"The remaining RSUs will vest in two equal annual installments on March 31, 2027, and March 31, 2028."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

settled into common stock financial

"16,150 of which has been settled into common stock on March 31, 2026."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did SGHC Chief of Staff Kirsty Ross report?

Kirsty Ross reported RSU settlements into common stock followed by a share sale. She exercised derivative awards and then sold 47,391 common shares, with the sale disclosed as solely to satisfy tax withholding obligations resulting from RSU vesting.

How many SGHC shares did Kirsty Ross sell and at what price?

She sold 47,391 shares of Super Group (SGHC) common stock at $10.71 per share. A footnote explains the sale was executed solely to cover tax withholding obligations triggered when her restricted stock units vested and were settled into common shares.

How many SGHC shares does Kirsty Ross hold after these transactions?

After the reported transactions, Kirsty Ross directly holds 96,984 shares of Super Group (SGHC) common stock. This figure reflects her position following RSU settlements into shares and the subsequent tax-related sale disclosed in the Form 4 filing.

What RSU grants to Kirsty Ross are described in the SGHC Form 4?

Footnotes describe RSU grants of 48,450, 149,466, and 101,326 units to Kirsty Ross. Portions of these awards have been settled into common stock, with remaining RSUs scheduled to vest in equal installments on March 31, 2027 and March 31, 2028.

How many RSUs did Kirsty Ross have settled into SGHC common stock on March 31, 2026?

On March 31, 2026, 16,150, 49,822, and 33,775 RSUs granted to Kirsty Ross were settled into common stock. These settlements converted part of her equity awards into shares, which then contributed to the reported tax-related sale and her post-transaction holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/10/2026 - 04:58 PM EDT

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^*

Ross Kirsty Farrah

(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)
	Chief of Staff

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/31/2026		M		16,150	A	⁽¹⁾	60,778	D
Common Stock	03/31/2026		M		49,822	A	⁽²⁾	110,600	D
Common Stock	03/31/2026		M		33,775	A	⁽³⁾	144,375	D
Common Stock	04/08/2026		S⁽⁴⁾		47,391	D	$10.71	96,984	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSUs)	⁽¹⁾	03/31/2026	⁽¹⁾	M			16,150	⁽¹⁾	⁽¹⁾	Common Stock	16,150	⁽¹⁾	32,300	D
Restricted Stock Unit (RSUs)	⁽²⁾	03/31/2026	⁽²⁾	M			49,822	⁽²⁾	⁽²⁾	Common Stock	49,822	⁽²⁾	99,644	D
Restricted Stock Unit (RSUs)	⁽³⁾	03/31/2026	⁽³⁾	M			33,775	⁽³⁾	⁽³⁾	Common Stock	33,775	⁽³⁾	33,776	D

Explanation of Responses:

1. On March 1, 2026, Super Group (SGHC) Limited (the "Issuer") granted 48,450 restricted stock units ("RSUs") to Ms. Ross, 16,150 of which has 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 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 March 1, 2026, the Issuer granted 149,466 RSUs to Ms. Ross, 49,822 of which 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 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.

3. On March 1, 2025, the Issuer granted 101,326 RSUs to Ms. Ross, of which 33,775 of the RSUs have previously been settled as shares of the Issuer's common stock, and 33,775 have been settled on March 31, 2026. The remaining RSUs will vest on March 31, 2027. 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.

4. Ms. Ross sold 47,391 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/ Ross Kirsty Farrah	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.
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