[144] SU Group Holdings Ltd SEC Filing

Rhea-AI Filing Summary

SU Group Holdings Ltd (SUGP) filed a Form 144 notifying the proposed sale of 10,000 Class A Ordinary Shares through Tiger Brokers (HK) Global Limited on the Nasdaq with an aggregate market value of $59,900. The filing lists total shares outstanding as 563,092 and an approximate sale date of 09/23/2025.

The shares were acquired on 12/09/2024 under the company’s 2024 Equity Incentive Plan from SU Group Holdings Limited and will be sold on a cashless basis. The filer states no undisclosed material adverse information and indicates no sales by the same person in the past three months.

Positive

• Regulatory compliance: The filer provided full Rule 144 disclosure including broker, sale date, and acquisition details.
• Transparency: Filer affirms no undisclosed material adverse information and reports no sales in the prior three months.

Negative

• Insider sale: The proposed disposition of shares by an insider may be perceived negatively by some investors despite being routine.

Insights

Securities Analyst

TL;DR Routine insider notice of sale under Rule 144; not immediately material to valuation.

The Form 144 documents a planned disposal of 10,000 shares valued at $59,900, registered for sale through an external broker on Nasdaq. The shares originated from a 2024 equity incentive award and will be sold cashless, which is consistent with common option/RSU settlement practices. No prior sales in the past three months are reported, and the filer affirms no undisclosed material information. Given the size relative to total outstanding shares (~1.78%), this appears to be a routine insider liquidity event rather than a signal of material shift in control or financing.

Corporate Governance Expert

TL;DR Filing demonstrates regulatory compliance for insider disposition; governance implications are minimal.

The disclosure follows Rule 144 procedures, naming the broker, sale date, and acquisition provenance under the 2024 Equity Incentive Plan. The cashless nature suggests settlement of incentive awards rather than an outright cash raise. The explicit representation that no material undisclosed information exists is standard and important for market transparency. From a governance perspective, the filing meets expected disclosure standards and does not, by itself, indicate governance concerns.

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

Relationship to Issuer

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	10000	59900.00	563092	09/23/2025	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	12/09/2024	2024 Equity Incentive Plan	SU Group Holdings Limited			10000	12/09/2024	Cashless

* 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

What does SU Group Holdings Ltd's Form 144 filed by SUGP disclose?

The filing discloses a proposed sale of 10,000 Class A Ordinary Shares via Tiger Brokers on Nasdaq with aggregate market value of $59,900 and an approximate sale date of 09/23/2025.

When were the shares being sold by SUGP acquired?

The shares were acquired on 12/09/2024 under the 2024 Equity Incentive Plan from SU Group Holdings Limited and will be sold on a cashless basis.

How large is the proposed sale relative to outstanding shares?

The sale is 10,000 shares versus 563,092 shares outstanding, approximately 1.78% of the outstanding share count as reported in the filing.

Does the Form 144 report any other sales in the past three months for this person?

No; the filing explicitly states 'Nothing to Report' for securities sold during the past three months.

Which broker is handling the proposed sale in the Form 144?

Tiger Brokers (HK) Global Limited is named as the broker in the filing.