08/03/2026 | Press release | Distributed by Public on 08/03/2026 18:34
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FORM 4
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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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit (RSUs) | (1) | 07/31/2026 | M | 35,812 | (1) | (1) | Common Stock | 35,812 | (1) | 71,625 | D | ||||
| Restricted Stock Unit (RSUs) | (2) | 07/31/2026 | M | 80,000 | (2) | (2) | Common Stock | 80,000 | (2) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Ross Kirsty Farrah C/O KINGSWAY HOUSE, HAVILLAND STREET ST PETER PORT GY1 2QE |
Chief Operating Officer | |||
| /s/ Ross Kirsty Farrah | 08/03/2026 | |
| **Signature of Reporting Person | Date |
| * | 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 107,437 restricted stock units ("RSUs") that it granted to Ms. Ross on March 1, 2025, so that 35,812 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 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) | On October 1, 2023, the Issuer granted 80,000 RSUs to Ms. Ross, all of which have been settled into common stock on July 31, 2026. |
| (3) | Ms. Ross sold 54,551 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. |