SU Group (SUGP) CFO holds 8,000 restricted shares with staged vesting

Rhea-AI Filing Summary

SU Group Holdings Ltd disclosed that Chief Financial Officer Kong Wing Fai holds 8,000 Class A Ordinary Shares as restricted stock granted on December 9, 2024 under the company’s 2024 Equity Incentive Plan. Half of these 8,000 restricted shares vest after completion of the company’s secondary offering on a date set by the board, and the other half vest on December 9, 2026, in each case contingent on his continued service or as otherwise provided in the award agreement.

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

KONG WING FAI

(Last) (First) (Middle)

12A, 16/F, NASSAU STREET

MEI FOO SUN CHUEN

(Street)

KOWLOON

(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
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

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	8,000(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 8,000 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) 4,000 Restricted Shares vest on such date after the completion of the Issuers Secondary Offering as determined by the Issuers Board of Directors and (ii) 4,000 Restricted Shares will vest on December 9, 2026.

	Kong Wing Fai	03/18/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What insider ownership does SU Group (SUGP) report for its CFO?

SU Group reports that its Chief Financial Officer, Kong Wing Fai, holds 8,000 Class A Ordinary Shares as restricted stock. These shares were granted under the 2024 Equity Incentive Plan and are subject to a time- and event-based vesting schedule.

How many restricted shares of SU Group does the CFO hold?

The CFO of SU Group holds 8,000 restricted Class A Ordinary Shares. This entire amount stems from a grant made on December 9, 2024 under the company’s 2024 Equity Incentive Plan, as described in the insider ownership disclosure.

When were the 8,000 restricted SU Group shares granted to the CFO?

The 8,000 restricted shares held by SU Group’s CFO were granted on December 9, 2024. The grant was made under the company’s 2024 Equity Incentive Plan, as amended, and is documented in the insider ownership disclosure and related footnote.

What is the vesting schedule for SU Group CFO’s restricted shares?

The vesting schedule splits the 8,000 restricted shares into two equal tranches of 4,000. One tranche vests on a date after completion of SU Group’s secondary offering set by the board, and the other vests on December 9, 2026, subject to continued service conditions.

Are SU Group CFO’s restricted shares subject to service conditions?

Yes, the restricted shares are contingent on the CFO’s continued service at each vesting date or as otherwise provided in the award agreement. Both the post-secondary offering tranche and the December 9, 2026 tranche depend on this service-based condition.

How is SU Group’s secondary offering linked to the CFO’s vesting?

4,000 of the CFO’s restricted shares vest on a date after completion of SU Group’s secondary offering, as determined by the board. This makes the timing of that corporate event directly relevant to when half of his restricted stock becomes fully vested.