2,000 restricted SU Group (SUGP) shares disclosed for director Tse Sui Man

Rhea-AI Filing Summary

SU Group Holdings Ltd director Tse Sui Man has filed an initial Form 3 detailing equity holdings in the company. The filing reports 2,000 restricted Class A Ordinary Shares granted on December 9, 2024 under the 2024 Equity Incentive Plan. These restricted shares vest in two equal tranches of 1,000 shares each, contingent on continued service: one tranche vests on a date after completion of the company’s secondary offering as determined by the board of directors, and the second tranche vests on December 9, 2026.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Tse Sui Man

(Last) (First) (Middle)

FLAT A, 15/F, SOUTH WING

2GETHER, 8 WU ON ST.

(Street)

TUEN MUN N.T. 00000

(City) (State) (Zip)

HONG KONG

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
SU Group Holdings Ltd [ SUGP ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	1,000	D
Class A Ordinary Shares	2,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 2,000 Restricted Shares granted to the Reporting Person on December 9, 2024 under the Issuers 2024 Equity Incentive Plan, as amended. The Restricted Shares are subject to the following vesting schedule, contingent upon continued service of the Reporting Person at the time of vesting or as otherwise provided for in the applicable award agreement: (i) 1,000 Restricted Shares vest on such date after the completion of the Issuers Secondary Offering as determined by the Issuers Board of Directors and (ii) 1,000 Restricted Shares will vest on December 9, 2026.

	Tse Sui Man	03/23/2026
	** 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 5 (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.
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* Form 3: SEC 1473 (03-26)

FAQ

What does the SU Group (SUGP) Form 3 for Tse Sui Man report?

The Form 3 reports Tse Sui Man’s initial holdings in SU Group. It discloses 2,000 restricted Class A Ordinary Shares granted under the 2024 Equity Incentive Plan, with vesting tied to the secondary offering and a December 9, 2026 date.

How many SU Group (SUGP) shares does Tse Sui Man beneficially own?

The filing shows beneficial ownership of 2,000 restricted Class A Ordinary Shares. These were granted on December 9, 2024 and are subject to time- and event-based vesting conditions linked to the company’s secondary offering and a future calendar date.

What is the vesting schedule for Tse Sui Man’s SU Group (SUGP) restricted shares?

The 2,000 restricted shares vest in two equal tranches of 1,000 shares. One tranche vests on a board‑determined date after completion of the company’s secondary offering, and the second tranche vests on December 9, 2026, subject to continued service.

Under which plan were Tse Sui Man’s SU Group (SUGP) restricted shares granted?

The restricted shares were granted under SU Group’s 2024 Equity Incentive Plan, as amended. This plan governs the grant and vesting terms, including service requirements and the specific schedule described in the Form 3 footnote.

Are Tse Sui Man’s SU Group (SUGP) restricted shares fully vested today?

No, the restricted shares are subject to future vesting conditions. One 1,000‑share tranche vests after completion of the secondary offering on a board‑set date, and the remaining 1,000 shares vest on December 9, 2026, assuming continued service.