SU Group (SUGP) files Form 144 for modest 132k-share disposition

Rhea-AI Filing Summary

SU Group Holdings Limited (SUGP) – Form 144 filing discloses the intention to sell 132,500 ordinary shares on or about 07 July 2025 through Tiger Brokers (HK) Global Limited on the NASDAQ exchange. The proposed sale has an aggregate market value of US$59,558.75, implying an average reference price of roughly US$0.45 per share. With 13,847,500 shares outstanding, the transaction represents ≈0.96 % of total shares, indicating a relatively modest increase in public float.

The seller originally acquired the stock via a series of private placements:

• 04/29/2021 – 25 shares, cash
• 02/27/2023 – 25 shares, cash
• 03/16/2023 – 386 shares, cash
• 06/20/2023 – 522,764 shares, cash

No shares have been sold by this holder in the past three months, and the filing contains the standard representation that the filer is unaware of undisclosed material adverse information.

Key take-aways for investors:

• The sale is small relative to the company’s outstanding shares and therefore unlikely to materially affect control or liquidity.
• Because Form 144 filings precede actual sales, the transaction may or may not ultimately be executed in full.
• The shares stem from private placements, suggesting they were previously restricted; sale may increase the free-trading float.

Positive

• Low relative volume: 132,500 shares equal only ≈0.96 % of outstanding stock, limiting market pressure.
• Regulatory transparency: Timely Form 144 filing provides advance notice and reassures investors of compliance with Rule 144.

Negative

• Potential insider selling signal: Any sale by affiliates can be perceived as reduced confidence in near-term prospects, though magnitude is small.

Insights

Securities Analyst

TL;DR – Minor insider sale (<1 %) adds float; limited fundamental impact.

The planned disposition of 132,500 shares is modest against 13.8 million outstanding, equating to less than 1 % dilution. Aggregate proceeds under US$60k signal a routine liquidity event rather than a strategic exit. Because Form 144 only signals intent, actual market impact depends on execution pace and prevailing liquidity. The absence of recent sales and the seller’s prior acquisition via private placements imply the stock has moved from restricted to potentially free-trading status, marginally increasing float. Overall, the filing is informational with negligible influence on valuation or corporate strategy.

Corporate Governance Expert

TL;DR – Standard compliance filing; governance risk minimal.

Form 144 ensures regulatory compliance for affiliate sales under Rule 144. The filer attests to possessing no undisclosed adverse information, and the volume is well within Rule 144 limits. Given the <1 % share impact and transparent disclosure, the transaction poses low governance concern. Investors should still monitor cumulative insider activity, but this isolated notice is unlikely to alter board dynamics or shareholder control.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Ordinary shares	Tiger Brokers (HK) Global Limited 1/F, 308 Des Voeux Road Central Hong Kong F4 000000	132500	59558.75	13847500	07/09/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Ordinary shares	04/29/2021	Through a private placement from a shareholder	SU GROUP HOLDINGS LIMITED			25	03/22/2023	Cash
Ordinary shares	02/27/2023	Through a private placement from a shareholder	CHAN WAI LING			25	06/20/2023	Cash
Ordinary shares	03/16/2023	Through a private placement from a shareholder	SU GROUP HOLDINGS LIMITED			386	03/16/2023	Cash
Ordinary shares	06/20/2023	Through a private placement from a shareholder	SU GROUP HOLDINGS LIMITED			522764	06/20/2023	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many SU Group Holdings (SUGP) shares are being sold under this Form 144?

The filer intends to sell 132,500 ordinary shares.

What is the market value of the proposed SUGP share sale?

The aggregate market value is US$59,558.75.

What percentage of SU Group Holdings’ outstanding shares does 132,500 represent?

Approximately 0.96 % of the 13,847,500 shares outstanding.

When is the anticipated sale date for the SUGP shares?

The approximate sale date disclosed is 07 July 2025.

Which broker and exchange will handle the sale of SUGP shares?

The shares are to be sold through Tiger Brokers (HK) Global Limited on the NASDAQ.

Were any SUGP shares sold by this filer in the past three months?

No, the filing states "Nothing to Report" for prior three-month sales.