SGHC Limited

08/03/2026 | Press release | Distributed by Public on 08/03/2026 18:35

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Menashe Neal
2. Issuer Name and Ticker or Trading Symbol
Super Group (SGHC) Ltd [SGHC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O KINGSWAY HOUSE,, HAVILLAND STREET
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026
(Street)
ST PETER PORT GY1 2QE
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/31/2026 M 102,839 A (1) 779,173 D
Common Stock 07/31/2026 S(2) 48,440 D $13.97 730,733 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (RSUs) (1) 07/31/2026 M 102,839 (1) (1) Common Stock 102,839 (1) 205,679 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Menashe Neal
C/O KINGSWAY HOUSE,
HAVILLAND STREET
ST PETER PORT GY1 2QE
X Chief Executive Officer

Signatures

/s/ Menashe Neal 08/03/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) On July 1, 2026, Super Group (SGHC) Ltd (the "Issuer") amended the vesting schedule for its global LTIP plan impacting the vesting schedule of the 308,518 restricted stock units ("RSUs") that it granted to Mr. Menashe on March 1, 2025, so that 102,839 of the vesting RSUs have been settled into common stock on July 31, 2026. The remaining RSUs will vest in two annual installments on March 31, 2027, and March 31, 2028. Upon vesting, the RSUs will be settled 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.
(2) Mr. Menashe sold 48,440 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
SGHC Limited published this content on August 03, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 04, 2026 at 00:35 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]