Super Group (SGHC) Ltd 2026年年度报告和过渡报告

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGEACT OF 1934 ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934 Date of event requiring this shell company report: Commission File Number: 001-41253 Super Group (SGHC) Limited Super Group (SGHC) LimitedKingsway House, Havilland Street, StPeter Port, Guernsey, GY1 2QETelephone: +44 (0)1481 822 939(Address of Principal ExecutiveOffices) Donald J. Puglisi Puglisi & Associates 850 Library Avenue #204 Newark, Delaware 19711 (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Table ofContents Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.☒Yes No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).☒Yes No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of theExchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act.☐ †The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☒☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. □ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). □ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: If "Other" has been checked in response to the previous question indicate by check mark which financial statement item theregistrant has elected to follow.☐Item 17 Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes☐No☒ SUPER GROUP (SGHC) LIMITED TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiCONVENTIONS WHICH APPLY TO THIS REPORT AND EXCHANGE RATE PRESENTATIONivTRADEMARKS, TRADE NAMES AND SERVICE MARKSvMARKET AND INDUSTRY DATAvPART IvITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY55ITEM 4A.UNRESOLVED STAFF COMMENTS80ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS80ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES119ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS136ITEM 8.FINANCIAL INFORMATION138ITEM 9.THE OFFER AND LISTING139ITEM 10.ADDITIONAL INFORMATION139ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK151ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES151PART II152 ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES152ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS152I