SU Group Holdings (SUGP) director holds 2,000 restricted shares

Rhea-AI Filing Summary

SU Group Holdings Ltd filed an initial ownership report showing director To Hoi Pan holds 2,000 Class A ordinary shares as restricted stock. These shares were granted on December 9, 2024 under the company’s 2024 Equity Incentive Plan.

According to the vesting schedule, 1,000 restricted shares will vest on a date after completion of the company’s secondary offering, as determined by the board of directors. The remaining 1,000 restricted shares are scheduled to vest on December 9, 2026, contingent on continued service or award terms.

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^*

To Hoi Pan

(Last) (First) (Middle)

FLAT G, 7/F, BLOCK 33

LAGUNA CITY

(Street)

LAM TIN KOWLOON 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.

	To Hoi Pan	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.
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 does the SU Group (SUGP) Form 3 filing report for To Hoi Pan?

The Form 3 reports that director To Hoi Pan beneficially holds 2,000 restricted Class A ordinary shares. These shares were granted on December 9, 2024 under SU Group’s 2024 Equity Incentive Plan and are subject to a multi-year vesting schedule tied to service and a secondary offering.

How many SU Group (SUGP) shares does To Hoi Pan hold according to this filing?

The filing indicates To Hoi Pan holds 2,000 Class A ordinary shares in the form of restricted shares. The position reflects an equity award rather than open-market purchases and is reported as direct ownership in SU Group’s initial beneficial ownership statement on Form 3.

What is the vesting schedule for To Hoi Pan’s 2,000 restricted SU Group (SUGP) shares?

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

Are the SU Group (SUGP) shares in this Form 3 from open-market transactions?

No, the Form 3 describes 2,000 restricted shares granted to To Hoi Pan under the 2024 Equity Incentive Plan. The filing and footnote characterize the position as an equity award with specified vesting conditions, not as shares acquired through open-market buying or selling.

When will To Hoi Pan’s remaining SU Group (SUGP) restricted shares vest?

Of the 2,000 restricted shares, 1,000 are scheduled to vest on December 9, 2026. The other 1,000 will vest on a date after completion of SU Group’s secondary offering, which will be determined by the company’s board of directors under the award terms.