Were the Super Group (SGHC) CEO’s share sales part of a tax withholding event?

Yes. A footnote states Mr. Menashe sold 78,530 Super Group common shares solely to satisfy tax withholding obligations. These obligations arose upon partial vesting of RSUs on March 31, 2026, indicating the sale was tax-driven rather than a discretionary open-market divestment.

Super Group (SGHC) CEO nets stock from RSU vesting, sells shares for taxes

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Super Group (SGHC) Ltd CEO Neal Menashe reported the vesting of restricted stock units and related share movements. On March 31, 2026, several RSU awards vested and were settled on a one-for-one basis into common stock, increasing his direct holdings.

On the same date, he sold 78,530 shares of common stock at $10.71 per share, but a footnote states this sale was made solely to satisfy tax withholding obligations from the RSU vesting, rather than a discretionary open-market sale. After these transactions, he directly owns 676,334 shares of common stock.

Insights

RSU vesting with tax-related share sale looks routine and neutral.

The CEO received common shares as multiple RSU grants vested and were settled on a one-for-one basis into stock. These derivative exercises (code M) increased his equity exposure and reflect standard equity compensation mechanics rather than new cash investment.

He then sold 78,530 shares at $10.71 per share, but the footnote clarifies this was solely to cover tax withholding obligations from the vesting. Afterward, he still holds 676,334 common shares, indicating a substantial remaining position. Overall, this pattern appears as routine compensation and tax management, not a directional bet on the stock.

Insider Trade Summary

Net Seller: 78,530 shares ($841,056)

Net Sell 7 txns

Insider Menashe Neal

Role Chief Executive Officer

Sold 78,530 shs ($841K)

Type	Security	Shares	Price	Value
Sale	Common Stock	78,530	$10.71	$841K
Exercise	Restricted Stock Unit (RSUs)	32,300	$0.00	--
Exercise	Restricted Stock Unit (RSUs)	108,710	$0.00	--
Exercise	Restricted Stock Unit (RSUs)	24,277	$0.00	--
Exercise	Common Stock	32,300	$0.00	--
Exercise	Common Stock	108,710	$0.00	--
Exercise	Common Stock	24,277	$0.00	--

Holdings After Transaction: Common Stock — 676,334 shares (Direct); Restricted Stock Unit (RSUs) — 64,600 shares (Direct)

Footnotes (1)

On March 1, 2026, Super Group (SGHC) Limited (the "Issuer") granted 96,900 restricted stock units ("RSUs") to Mr. Menashe, 32,300 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. On March 1, 2026, the Issuer granted 326,130 restricted stock units to Mr. Menashe, 108,710 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. On March 1, 2025, the Issuer granted 48,554 RSUs to Mr. Menashe, 24,277 of which have been settled into common stock 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. Mr. Menashe sold 78,530 shares of the Issuer's common stock upon the partial vesting of RSUs granted to him on March 31, 2026, solely to satisfy tax withholding obligations incurred upon vesting.

Key Figures

Shares sold for taxes: 78,530 shares Sale price per share: $10.71 per share Shares held after transactions: 676,334 shares +4 more

7 metrics

Shares sold for taxes 78,530 shares Common stock sale on March 31, 2026 to satisfy tax withholding

Sale price per share $10.71 per share Price for 78,530 common shares sold on April 8, 2026

Shares held after transactions 676,334 shares Direct common stock ownership following reported transactions

Derivative exercises 165,287 shares Total shares from derivative exercises (M code) per summary

RSU grant 1 96,900 RSUs Granted March 1, 2026; 32,300 settled March 31, 2026

RSU grant 2 326,130 RSUs Granted March 1, 2026; 108,710 settled March 31, 2026

RSU grant 3 48,554 RSUs Granted March 1, 2025; 24,277 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

"granted 96,900 restricted stock units ("RSUs") to Mr. Menashe"

tax withholding obligations financial

"sold 78,530 shares ... solely to satisfy tax withholding obligations"

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"

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 on a one-for-one basis financial

"RSUs will be settled on a one-for-one basis in shares"

Form 4 Insider Transactions: What Each Field Means →

04/10/2026 - 04:56 PM

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)
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		32,300	A	⁽¹⁾	621,877	D
Common Stock	03/31/2026		M		108,710	A	⁽²⁾	730,587	D
Common Stock	03/31/2026		M		24,277	A	⁽³⁾	754,864	D
Common Stock	04/08/2026		S⁽⁴⁾		78,530	D	$10.71	676,334	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			32,300	⁽¹⁾	⁽¹⁾	Common Stock	32,300	⁽¹⁾	64,600	D
Restricted Stock Unit (RSUs)	⁽²⁾	03/31/2026	⁽²⁾	M			108,710	⁽²⁾	⁽²⁾	Common Stock	108,710	⁽²⁾	217,420	D
Restricted Stock Unit (RSUs)	⁽³⁾	03/31/2026	⁽³⁾	M			24,277	⁽³⁾	⁽³⁾	Common Stock	24,277	⁽³⁾	24,277	D

Explanation of Responses:

1. On March 1, 2026, Super Group (SGHC) Limited (the "Issuer") granted 96,900 restricted stock units ("RSUs") to Mr. Menashe, 32,300 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 326,130 restricted stock units to Mr. Menashe, 108,710 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.

3. On March 1, 2025, the Issuer granted 48,554 RSUs to Mr. Menashe, 24,277 of which have been settled into common stock 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. Mr. Menashe sold 78,530 shares of the Issuer's common stock upon the partial vesting of RSUs granted to him on March 31, 2026, solely to satisfy tax withholding obligations incurred upon vesting.

	/s/ Menashe Neal	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

FAQ

What insider transactions did Super Group (SGHC) CEO Neal Menashe report?

Neal Menashe reported RSU vesting into common stock and a related share sale. Several restricted stock unit awards settled one-for-one into common stock, and 78,530 shares were sold to cover tax withholding obligations arising from the March 31, 2026 vesting event.

How many Super Group (SGHC) shares did the CEO sell, and at what price?

The CEO sold 78,530 shares of Super Group common stock at $10.71 per share. A footnote explains the sale was executed solely to satisfy tax withholding obligations triggered by RSU vesting, rather than as a discretionary open-market reduction of his investment position.

How many Super Group (SGHC) shares does the CEO hold after these transactions?

Following the reported transactions, Neal Menashe directly owns 676,334 shares of Super Group common stock. This figure reflects the net position after RSU settlements into stock on March 31, 2026 and the 78,530-share sale used to cover associated tax withholding obligations.

What RSU grants to the Super Group (SGHC) CEO are disclosed in this filing?

The filing notes RSU grants of 96,900 units and 326,130 units on March 1, 2026, plus 48,554 units on March 1, 2025. Portions of each grant vested and were settled into common stock on March 31, 2026, with remaining units scheduled to vest in future years.