STOCK TITAN

Super Group (SGHC) Ltd (SGHC) officer reports RSU vesting and tax share sale

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Super Group (SGHC) Ltd’s general counsel reported the vesting and settlement of 8,817 Restricted Stock Units (RSUs) into common stock on July 31, 2026, from a 26,453‑unit grant whose vesting schedule was amended. Of the shares received, 3,997 were sold at $13.97 per share solely to cover tax withholding, with the remaining shares retained. 17,636 RSUs continue to vest in two equal installments on March 31, 2027 and March 31, 2028, payable one‑for‑one in shares or cash at the issuer’s election.

Positive

  • None.

Negative

  • None.
Insider Nathan Martine
Role General Counsel
Sold 3,997 shs ($56K)
Approx. gross sale proceeds $56K
Type Security Shares Price Value
Exercise Restricted Stock Unit (RSUs) F1 8,817 -- --
Exercise Common Stock F1 8,817 -- --
Sale Common Stock F2 3,997 $13.97 $56K
Holdings After Transaction: Restricted Stock Unit (RSUs) — 17,636 shares (Direct); Common Stock — 34,992 shares (Direct)
Footnotes (2)
  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 26,453 restricted stock units ("RSUs") that it granted to Ms. Nathan on January 3, 2025, so that 8,817 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 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. F2. Ms. Nathan sold 3,977 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 8,817 RSUs Portion of 26,453‑unit grant settled into common stock on July 31, 2026
Original RSU grant 26,453 RSUs RSUs granted on January 3, 2025 under the issuer’s global LTIP plan
Shares sold 3,997 shares Common shares sold on July 31, 2026 to satisfy tax withholding obligations
Sale price $13.97 per share Price for common stock sold in the tax‑related sale on July 31, 2026
RSUs remaining 17,636 RSUs Unvested RSUs remaining after the July 31, 2026 settlement event
Future vesting dates March 31, 2027 and March 31, 2028 Two equal annual installments when remaining RSUs are scheduled to vest
Restricted Stock Unit (RSUs) financial
"26,453 restricted stock units ("RSUs") that it granted to Ms. Nathan"
global LTIP plan financial
"amended the vesting schedule for its global LTIP plan impacting the vesting"
vesting schedule financial
"amended the vesting schedule for its global LTIP plan impacting the vesting"
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.
tax withholding obligations financial
"sold shares of the Issuer's common stock upon the partial vesting of RSUs solely to satisfy tax withholding obligations"

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FAQ

What insider transactions did SGHC’s general counsel report in this Form 4?

The general counsel reported that 8,817 RSUs from a prior 26,453‑unit grant vested and settled into common stock, and that 3,997 shares were sold at $13.97 per share solely to satisfy tax withholding obligations, with the remaining vested shares retained.

How many RSUs vested for SGHC’s (SGHC) general counsel on July 31, 2026?

On July 31, 2026, 8,817 RSUs vested and were settled into common stock for the general counsel. These units were part of a larger 26,453‑RSU grant originally awarded on January 3, 2025 under the company’s global long‑term incentive plan.

How many SGHC (SGHC) shares were sold and at what price in the reported transaction?

The general counsel sold 3,997 shares of Super Group common stock at $13.97 per share. According to the disclosure, this sale occurred upon RSU vesting and was conducted solely to cover related tax withholding obligations, rather than as a discretionary portfolio transaction.

How many RSUs remain unvested for SGHC’s (SGHC) general counsel and when will they vest?

After the July 31, 2026 settlement, 17,636 RSUs from the original grant remain unvested. These are scheduled to vest in two equal annual installments on March 31, 2027 and March 31, 2028, subject to the terms of the amended vesting schedule.

Will SGHC (SGHC) settle the remaining RSUs in stock or cash for the general counsel?

Upon future vesting, each remaining RSU will be payable on a one‑for‑one basis in either shares of Super Group common stock or the cash value of those shares, at the issuer’s election, providing flexibility in how the awards are ultimately settled.
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*
Nathan Martine

(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)
General Counsel
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 Stock07/31/2026M8,817A(1)38,989D
Common Stock07/31/2026S(2)3,997A$13.9734,992D
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)07/31/2026M8,817 (1) (1)Common Stock8,817(1)17,636D
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 26,453 restricted stock units ("RSUs") that it granted to Ms. Nathan on January 3, 2025, so that 8,817 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 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. Ms. Nathan sold 3,977 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/ Nathan Martine08/03/2026
** 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)