Nathan Martine 4

4 · Super Group (SGHC) Ltd · Filed Apr 10, 2026

AI-generated summary of this filing

Updated Apr 10, 2026

Super Group (SGHC) General Counsel Nathan Martine Sells Shares

What Happened

Nathan Martine, General Counsel of Super Group (SGHC) Ltd, had RSUs vest and settle into common stock on March 31, 2026 (total 10,465 shares). Following the vesting, Martine sold 4,761 shares in an open-market transaction on April 8, 2026 for $10.71 each, receiving $50,990.
The RSU settlements were recorded as exercises/conversions of derivatives (code M); no cash exercise price applies for RSU settlements (price = N/A). After the sale, the net increase from these transactions is 5,704 shares (10,465 settled minus 4,761 sold). The filing does not state total shares owned after the transactions.

Key Details

Transaction dates and prices:
- Mar 31, 2026: Two RSU settlements converted to common stock — 4,400 shares (from 2026 grant) and 6,065 shares (from 2025 grant); conversion price N/A.
- Apr 8, 2026: Open-market sale of 4,761 shares at $10.71 each, proceeds $50,990.
Reason for sale: Per the filing (footnote), the 4,761-share sale was done solely to satisfy tax withholding obligations incurred upon RSU vesting.
Net effect: +5,704 shares retained from the vesting after the withholding sale.
Filing timeliness: Form 4 was filed April 10, 2026. The March 31, 2026 vesting was reported about 10 days after vesting (which is beyond the typical two-business-day Form 4 reporting window), while the April 8 sale was reported within two business days of that sale.

Context

These were RSU settlements (awards converting to shares), not option exercises requiring cash. The subsequent partial sale was a routine tax-withholding sale, which does not necessarily signal a change in the insider's view on the company.
For retail investors: purchases are generally more informative than routine withholding sales. Here, the material event is the RSU vesting (new shares issued to the insider) with a routine sale to cover taxes.

Form 4

Period: 2026-03-31

General Counsel

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-31+4,400→ 28,868 total
Exercise/Conversion
Common Stock
[F2]
2026-03-31+6,065→ 34,933 total
Sale
Common Stock
[F3]
2026-04-08$10.71/sh−4,761$50,990→ 30,172 total
Exercise/Conversion
Restricted Stock Unit (RSUs)
[F1]
2026-03-31−4,400→ 8,800 total
→ Common Stock (4,400 underlying)
Exercise/Conversion
Restricted Stock Unit (RSUs)
[F2]
2026-03-31−6,065→ 6,066 total
→ Common Stock (6,065 underlying)

Footnotes (3)

[F1]On January 3, 2026, Super Group (SGHC) Limited (the "Issuer") granted 13,200 restricted stock units ("RSUs") to Ms. Nathan, of which 4,400 RSUs have been settled into common stock on March 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.
[F2]On January 3, 2025, the Issuer granted 18,196 RSUs to Ms. Nathan, of which 6,065 RSUs have previously been settled as shares of the Issuer's common stock and 6,065 RSUs have been settled on March 31, 2026. The remaining RSUs will vest on March 31, 2027. 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.
[F3]Ms. Nathan sold 4,761 shares of the Issuer's common stock upon the partial vesting of RSUs granted to her on March 31, 2026, solely to satisfy tax withholding obligations incurred upon vesting.

Signature

/s/ Nathan Martine|2026-04-10

1 file