Were Neal Menashe’s SGHC share sales under a Rule 10b5-1 trading plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not affirmatively marked for a trading plan. The footnotes describe RSU vesting and tax-related sales but do not state that the transactions were executed pursuant to a Rule 10b5-1 trading arrangement.

Super Group (SGHC) CEO vests RSUs, sells shares to cover taxes

Q: What did SGHC CEO Neal Menashe report in this Form 4 transaction?

SGHC CEO Neal Menashe reported settlement of 102,839 RSUs into common stock and a sale of 48,440 shares . The sale occurred on July 31, 2026 and was tied to a previously granted RSU award under the company’s long-term incentive plan.

Q: How many SGHC RSUs vested and settled for Neal Menashe on July 31, 2026?

On July 31, 2026, 102,839 RSUs granted to Neal Menashe settled into common stock. These RSUs were part of a larger 308,518 -unit grant from March 1, 2025 whose vesting schedule was amended on July 1, 2026 under the global LTIP plan.

Q: How many SGHC shares did Neal Menashe sell and at what price?

Neal Menashe sold 48,440 shares of SGHC common stock at $13.97 per share . According to the filing, this sale was made upon partial RSU vesting and was executed solely to satisfy tax withholding obligations incurred upon the vesting event.

Q: How many SGHC RSUs does Neal Menashe still hold after this transaction?

After settlement of 102,839 RSUs, Neal Menashe has 205,679 RSUs remaining from the March 1, 2025 grant. The filing states these remaining RSUs will vest in two equal annual installments on March 31, 2027 and March 31, 2028, subject to plan terms.

Q: What change was made to SGHC’s LTIP vesting schedule affecting Neal Menashe’s RSUs?

On July 1, 2026, SGHC amended the global LTIP plan vesting schedule for a 308,518 RSU grant to Neal Menashe. This change caused 102,839 RSUs to settle on July 31, 2026, with the balance vesting in 2027 and 2028 on specified March 31 dates.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Super Group (SGHC) Ltd CEO Neal Menashe had 102,839 RSUs from a March 1, 2025 grant settle into common stock on July 31, 2026. He then sold 48,440 shares at $13.97 solely to satisfy tax withholding obligations and retains 205,679 RSUs vesting in 2027 and 2028.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Menashe Neal

Role Chief Executive Officer

Sold 48,440 shs ($677K)

Approx. gross sale proceeds $677K

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit (RSUs) ^F1	102,839	--	--
Exercise	Common Stock ^F1	102,839	--	--
Sale	Common Stock ^F2	48,440	$13.97	$677K

Holdings After Transaction: Restricted Stock Unit (RSUs) — 205,679 shares (Direct); Common Stock — 730,733 shares (Direct)

Footnotes (2)

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 308,518 restricted stock units ("RSUs") that it granted to Mr. Menashe on March 1, 2025, so that 102,839 of the vesting RSUs have been settled into common stock on July 31, 2026. The remaining RSUs will vest in two 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. Mr. Menashe sold 48,440 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.

Key Figures

RSUs granted: 308,518 RSUs RSUs settled: 102,839 RSUs RSUs remaining: 205,679 RSUs +2 more

5 metrics

RSUs granted 308,518 RSUs Restricted stock units granted to Neal Menashe on March 1, 2025

RSUs settled 102,839 RSUs RSUs converted into common stock on July 31, 2026

RSUs remaining 205,679 RSUs Restricted stock units remaining after July 31, 2026 settlement

Shares sold 48,440 shares Common stock sold upon RSU vesting to satisfy tax withholding

Sale price $13.97 per share Price for 48,440 SGHC common shares sold on July 31, 2026

Key Terms

Restricted Stock Unit (RSUs), global LTIP plan, tax withholding obligations, one-for-one basis, +1 more

5 terms

Restricted Stock Unit (RSUs) financial

"the vesting schedule of the 308,518 restricted stock units (RSUs) that it granted"

global LTIP plan financial

"amended the vesting schedule for its global LTIP plan impacting the vesting schedule"

tax withholding obligations financial

"sold 48,440 shares ... solely to satisfy tax withholding obligations incurred upon vesting"

one-for-one basis financial

"Upon vesting, the RSUs will be settled on a one-for-one basis in shares"

exercise or conversion of derivative security financial

"transaction code description: Exercise or conversion of derivative security"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/03/2026 - 08:35 PM Accepted by SEC EDGAR 08/03/2026 - 08:35 PM

FAQ

What did SGHC CEO Neal Menashe report in this Form 4 transaction?

SGHC CEO Neal Menashe reported settlement of 102,839 RSUs into common stock and a sale of 48,440 shares. The sale occurred on July 31, 2026 and was tied to a previously granted RSU award under the company’s long-term incentive plan.

How many SGHC RSUs vested and settled for Neal Menashe on July 31, 2026?

On July 31, 2026, 102,839 RSUs granted to Neal Menashe settled into common stock. These RSUs were part of a larger 308,518-unit grant from March 1, 2025 whose vesting schedule was amended on July 1, 2026 under the global LTIP plan.

How many SGHC shares did Neal Menashe sell and at what price?

Neal Menashe sold 48,440 shares of SGHC common stock at $13.97 per share. According to the filing, this sale was made upon partial RSU vesting and was executed solely to satisfy tax withholding obligations incurred upon the vesting event.

How many SGHC RSUs does Neal Menashe still hold after this transaction?

After settlement of 102,839 RSUs, Neal Menashe has 205,679 RSUs remaining from the March 1, 2025 grant. The filing states these remaining RSUs will vest in two equal annual installments on March 31, 2027 and March 31, 2028, subject to plan terms.

What change was made to SGHC’s LTIP vesting schedule affecting Neal Menashe’s RSUs?

On July 1, 2026, SGHC amended the global LTIP plan vesting schedule for a 308,518 RSU grant to Neal Menashe. This change caused 102,839 RSUs to settle on July 31, 2026, with the balance vesting in 2027 and 2028 on specified March 31 dates.

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^*

Menashe Neal

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive 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)

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	07/31/2026		M		102,839	A	⁽¹⁾	779,173	D
Common Stock	07/31/2026		S⁽²⁾		48,440	D	$13.97	730,733	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⁾	07/31/2026		M			102,839	⁽¹⁾	⁽¹⁾	Common Stock	102,839	⁽¹⁾	205,679	D

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 308,518 restricted stock units ("RSUs") that it granted to Mr. Menashe on March 1, 2025, so that 102,839 of the vesting RSUs have been settled into common stock on July 31, 2026. The remaining RSUs will vest in two 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. Mr. Menashe sold 48,440 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/ Menashe Neal	08/03/2026
	** 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