SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nathan Martine

(Last)

(First)

(Middle)

C/O KINGSWAY HOUSE, HAVILLAND STREET

(Street)

ST PETER PORT

GY1 2QE

(City)

(State)

(Zip)

GUERNSEY

(Country)

2. Issuer Name and Ticker or Trading Symbol
Super Group (SGHC) Ltd [ SGHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/31/2026		M		4,400	A	⁽¹⁾	28,868	D
Common Stock	03/31/2026		M		6,065	A	⁽²⁾	34,933	D
Common Stock	04/08/2026		S⁽³⁾		4,761	D	$10.71	30,172	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSUs)	⁽¹⁾	03/31/2026	⁽¹⁾	M			4,400	⁽¹⁾	⁽¹⁾	Common Stock	4,400	⁽¹⁾	8,800	D
Restricted Stock Unit (RSUs)	⁽²⁾	03/31/2026	⁽²⁾	M			6,065	⁽²⁾	⁽²⁾	Common Stock	6,065	⁽²⁾	6,066	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

	/s/ Nathan Martine	04/10/2026
	** 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 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).
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* Form 4: SEC 1474 (03-26)

SEC Form 4 filed by Nathan Martine