[144] SU Group Holdings Ltd SEC Filing

Rhea-AI Filing Summary

SU Group Holdings Ltd (SUGP) filed a Form 144 reporting a proposed sale of 42,070 Class A Ordinary Shares through Tiger Brokers (HK) Global Limited on 09/26/2025 with an aggregate market value of $243,164.60. The filing shows total shares outstanding of 563,092, and indicates the shares were originally acquired on 06/20/2023 in a private placement from SU Group Holdings Limited, purchase paid in cash.

The filer also reported a sale on 07/09/2025 by Koo Lon Tien of 13,250 ordinary shares for gross proceeds of $153,138.41. The notice includes the required representation that the seller is not aware of any undisclosed material adverse information about the issuer.

Positive

• Acquisition origin disclosed: shares were acquired via a private placement on 06/20/2023 and paid in cash.
• Broker named: proposed sale will be executed through Tiger Brokers (HK) Global Limited, providing a clear execution channel.

Negative

• Proposed sale size is material: 42,070 shares represent approximately 7.5% of the 563,092 shares reported outstanding, which is a significant insider sale.
• Recent disposition activity: a prior sale of 13,250 shares on 07/09/2025 for $153,138.41 indicates ongoing insider selling.

Insights

Securities Analyst

TL;DR: Insider filing shows a material proposed sale representing a meaningful share of outstanding stock, indicating notable insider liquidity.

The Form 144 discloses a proposed 42,070-share sale valued at $243,164.60 against 563,092 shares outstanding, which is approximately 7.5% of outstanding common stock. Such a notice signals insider liquidity and may increase tradable float near the sale date. The filing also documents a recent 13,250-share sale by the same account on July 9, 2025, for $153,138.41, suggesting prior disposition activity. All acquisitions noted trace to a private placement on June 20, 2023, paid in cash, so the origin of the shares is documented in the filing.

Corporate Governance Expert

TL;DR: The filing is a routine Rule 144 disclosure but discloses sizable insider sales that warrant governance attention.

The notice meets Rule 144 disclosure elements: broker, sale date, acquisition history, and signature representation regarding material information. The magnitude of the proposed sale relative to reported outstanding shares is material for shareholder base composition. The prior July 9 sale is recorded, and the acquisition via private placement is disclosed, providing a clear chain of title. No governance violations or additional contextual details are included in the filing.

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
Class A Ordinary Shares	Tiger Brokers (HK) Global Limited 1/F, 308 Des Voeux Road Central Hong Kong K3 000000	42070	243164.60	563092	09/26/2025	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	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Koo Lon Tien FLAT 10, 20/F, 136 BELCHER'S STREET KENNEDY TOWN K3 NA	Ordinary Shares	07/09/2025	13250	153138.41

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

What does SU Group Holdings Ltd's Form 144 disclose about the proposed sale?

The filing reports a proposed sale of 42,070 Class A Ordinary Shares via Tiger Brokers on 09/26/2025 with an aggregate value of $243,164.60.

How many shares outstanding does the filing report for SUGP?

The Form 144 lists 563,092 shares outstanding for the class of securities to be sold.

When and how were the shares being sold originally acquired?

The shares were acquired on 06/20/2023 in a private placement from SU Group Holdings Limited, with payment in cash.

Has the filer sold any shares recently before this proposed sale?

Yes. The filing records a sale on 07/09/2025 by Koo Lon Tien of 13,250 ordinary shares for $153,138.41.

Which broker is handling the proposed sale and where will the shares be listed?

The broker is Tiger Brokers (HK) Global Limited and the marketplace listed in the filing is Nasdaq.