SU Group (SUGP) director reports 2,000 restricted Class A shares

Rhea-AI Filing Summary

SU Group Holdings Ltd director Mark Allen Brisson has filed an initial Form 3 disclosing his equity holdings in the company. The filing shows 2,000 restricted Class A ordinary shares granted on December 9, 2024 under the company’s equity incentive plan.

The restricted shares vest in two equal tranches, contingent on his continued service or as otherwise provided in the award agreement: 1,000 shares vest on a date after completion of the company’s secondary offering as determined by the board, and 1,000 shares vest 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^*

Brisson Mark Allen

(Last) (First) (Middle)

FLAT 3B, NO 43, CRESTMONT VILLA

PENINSULA VILLAGE

(Street)

DISCOVERY BAY 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 Equity Incentive Plan, as amended. The Restricted Shares are subject to the following vesting schedule, contingent upon the 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.

	Brisson Mark Allen	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 SU Group Holdings (SUGP) director Mark Allen Brisson report on this Form 3?

He reports holding 2,000 restricted Class A ordinary shares in SU Group Holdings Ltd. These shares were granted on December 9, 2024 under the company’s equity incentive plan and are subject to a time-based vesting schedule tied to service and specific future dates.

How many restricted shares does SU Group Holdings (SUGP) grant to Mark Allen Brisson?

The filing reflects 2,000 restricted Class A ordinary shares granted to Mark Allen Brisson. All 2,000 shares are issued under SU Group’s equity incentive plan and are subject to vesting conditions rather than being fully owned and unrestricted at the grant date.

What is the vesting schedule for Mark Allen Brisson’s restricted SUGP shares?

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

Are Mark Allen Brisson’s SU Group (SUGP) restricted shares subject to service conditions?

Yes, vesting is contingent on his continued service or as provided in the award agreement. Both the tranche linked to the company’s secondary offering and the tranche vesting on December 9, 2026 depend on him remaining in service with SU Group Holdings Ltd.

Does this SU Group (SUGP) Form 3 show any insider buying or selling activity?

No, the Form 3 functions as an initial ownership report rather than a trade record. It discloses 2,000 previously granted restricted shares and their vesting terms, but does not list any open-market purchases or sales of SU Group Holdings Ltd stock by Mark Allen Brisson.