SU Group (SUGP) CEO details Class A and Class B share holdings

Rhea-AI Filing Summary

SU Group Holdings Ltd Chairman and CEO Chan Ming Dave filed an initial ownership report showing his equity position in the company. He holds 10,000 Class A Ordinary Shares directly, plus 20,000 Restricted Shares granted on December 9, 2024 under the 2024 Equity Incentive Plan. These restricted shares vest in two equal tranches: 10,000 after completion of the issuer’s secondary offering on a date set by the board, and 10,000 on December 9, 2026, subject to continued service or award terms. He also has indirect ownership of 842,280 Class B Ordinary Shares through Exceptional Engineering Limited and 59,400 Class B Ordinary Shares through DC & Partners Incorporation Limited, both wholly owned by him. Each Class B Ordinary Share is convertible at the holder’s option into one Class A Ordinary Share.

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^*

Chan Ming Dave

(Last) (First) (Middle)

UNIT 01 - 03, 3/F, BILLION TRADE CENTRE

31 HUNG TO ROAD, KWUN TONG

(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)
	Chairman & CEO

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	10,000	D
Class A Ordinary Shares	20,000(1)	D
Class B Ordinary Shares(2)	842,280	I	By Exceptional Engineering Limited(3)
Class B Ordinary Shares(2)	59,400	I	By DC & Partners Incorporation Limited(4)

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 20,000 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) 10,000 Restricted Shares vest on such date after the completion of the Issuers Secondary Offering as determined by the Issuers Board of Directors and (ii) 10,000 Restricted Shares will vest on December 9, 2026.

2. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share.

3. Exceptional Engineering Limited, a company incorporated in the British Virgin Islands, is wholly owned by the Reporting Person.

4. DC & Partners Incorporation Limited, a company incorporated in the British Virgin Islands, is wholly owned by the Reporting Person.

	Chan Ming Dave	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 did SU Group (SUGP) CEO Chan Ming Dave report on Form 3?

Chan Ming Dave reported direct ownership of 10,000 Class A Ordinary Shares and indirect ownership of Class B shares through two wholly owned entities. He also disclosed 20,000 Restricted Shares granted under the 2024 Equity Incentive Plan with a defined vesting schedule.

How many restricted SU Group (SUGP) shares were granted to the CEO and when?

The CEO received 20,000 Restricted Shares on December 9, 2024 under SU Group’s 2024 Equity Incentive Plan. These shares vest in two 10,000-share tranches, contingent on continued service and specified vesting conditions, including a secondary offering-related date and December 9, 2026.

What is the vesting schedule for SU Group (SUGP) CEO’s 20,000 Restricted Shares?

The 20,000 Restricted Shares vest in two equal parts. 10,000 vest on a date after completion of the issuer’s secondary offering set by the board, and 10,000 vest on December 9, 2026, subject to continued service or award agreement terms.

What indirect Class B share holdings in SU Group (SUGP) did the CEO disclose?

The CEO disclosed indirect ownership of 842,280 Class B Ordinary Shares through Exceptional Engineering Limited and 59,400 Class B Ordinary Shares through DC & Partners Incorporation Limited. Both entities are wholly owned by him, giving him indirect exposure to these Class B shares.

Can SU Group (SUGP) Class B Ordinary Shares held by the CEO’s entities convert to Class A shares?

Each Class B Ordinary Share is convertible into one Class A Ordinary Share at the option of the holder. This means the Class B shares held through Exceptional Engineering Limited and DC & Partners Incorporation Limited could become Class A shares on a one-for-one basis.

Does the SU Group (SUGP) Form 3 show any insider buying or selling by the CEO?

The Form 3 functions as an initial ownership report and lists existing holdings, including direct Class A shares, restricted shares, and indirect Class B shares. It does not report any new purchases or sales, only the positions held as of the reported date.