SEC Form 3 filed by new insider Ross Kirsty Farrah
$SGHC
Services-Misc. Amusement & Recreation
Consumer Discretionary
| 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*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Super Group (SGHC) Ltd [ SGHC ] | |||||||||||||||
| 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)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
| Common Stock | 44,628 | 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 | ||||
| Restricted Stock Unit (RSUs) | (1) | (1) | Common Stock | 48,450 | (1) | D | |
| Restricted Stock Unit (RSUs) | (2) | (2) | Common Stock | 149,466 | (2) | D | |
| Restricted Stock Unit (RSUs) | (3) | (3) | Common Stock | 149,466 | (3) | D | |
| Restricted Stock Unit (RSUs) | (4) | (4) | Common Stock | 107,437 | (4) | D | |
| Restricted Stock Unit (RSUs) | (5) | (5) | Common Stock | 67,551 | (5) | D | |
| Restricted Stock Unit (RSUs) | (6) | (6) | Common Stock | 5,780 | (6) | D | |
| Restricted Stock Unit (RSUs) | (7) | (7) | Common Stock | 80,000 | (7) | D | |
| Explanation of Responses: |
| 1. On March 1, 2026, Super Group (SGHC) Limited (the "Issuer") granted 48,450 restricted stock units ("RSUs") to Ms. Ross. The RSUs vest in three equal annual installments on March 31, 2026, 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 March 1, 2026, the Issuer granted 149,466 restricted stock units to Ms. Ross. The RSUs vest in three equal annual installments on March 31, 2026, 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. |
| 3. On March 1, 2026, the Issuer granted 149,466 RSUs to Ms. Ross. The RSUs vest fifty per cent on March 31, 2029, and twenty-five per cent on each of March 31, 2030, and March 31, 2031. 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. |
| 4. On March 1, 2025, the Issuer granted 107,437 RSUs to Ms. Ross. The RSUs vest fifty per cent on March 31, 2028, and twenty-five per cent on each of March 31, 2029, and March 31, 2030. 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. |
| 5. On March 1, 2025, the Issuer granted 101,326 RSUs to Ms. Ross, of which 33,775 of the RSUs have been settled as shares of the Issuer's common stock. The remaining RSUs vest in two equal annual installments on March 31, 2026, and March 31, 2027. 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. |
| 6. On December 1, 2023, the Issuer granted 5,780 RSUs to Ms. Ross. The RSUs are due to vest on October 31, 2026. 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. |
| 7. On October 1, 2023, the Issuer granted 80,000 RSUs to Ms. Ross. The RSUs are due to vest on July 31, 2026. 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. |
| /s/ Kirsty Farrah Ross | 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) | ||