SEC Form 4 · accession 0001011438-26-000457
Super Group (SGHC) Ltd · SGHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martine Nathan
Officer — General Counsel
Period of report
Jul 31, 2026
Accepted (ET)
Aug 3, 2026 · 8:32 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001878057
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 31, 2026 | M | 8,817 | — | A | 38,989 | D | |
| Common Stock | Jul 31, 2026 | S | 3,997 | $13.97 | A | 34,992 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit (RSUs)F1 | — | Jul 31, 2026 | M | 8,817 | D | — | — | Common Stock | 8,817 | 17,636 | D |
Explanation of responses
- F1On July 1, 2026, Super Group (SGHC) Ltd (the "Issuer") amended the vesting schedule for its global LTIP plan impacting the vesting schedule of the 26,453 restricted stock units ("RSUs") that it granted to Ms. Nathan on January 3, 2025, so that 8,817 of the vesting RSUs have been settled into common stock on July 31, 2026. The remaining RSUs will vest in two equal annual installments on March 31, 2027, and March 31, 2028. Upon settlement, the RSUs will be payable on a one-for-one basis in shares of the Issuer's common stock or the cash value thereof, at the election of the Issuer.
- F2Ms. Nathan sold 3,977 shares of the Issuer's common stock upon the partial vesting of RSUs that settled on July 31, 2026, solely to satisfy tax withholding obligations incurred upon vesting.