Nathan Martine 4

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.