Skip to main content

Super Group (SGHC) Ltd

For the period ended Dec 31, 2025. Filed Apr 17, 2026.

View on SEC.gov

About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Apr 17, 2026

SGHC$11.36-1.7%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Adjusted EBITDA

This Annual Report includes Adjusted EBITDA, which is a non-GAAP company-specific performance measure that we use to supplement our results presented in accordance with IFRS® Accounting Standards ("IFRS"). Adjusted EBITDA is defined as profit / (loss) before taxation, finance income, finance expense, depreciation, amortization, unrealized foreign exchange, expenses in connection with RSU awards, change in fair values of options, impairment of assets, US iGaming closure, provision for remote gaming duty, provision for penalties, gain on disposal of business, U.S. Sportsbook Closure, market closure costs and other adjustments. We believe that Adjusted EBITDA is useful in evaluating our operating performance as it is the profitability measure used by our chief operating decision maker (our chief executive officer) to evaluate the performance of our reportable segments and, on a consolidated basis, to allocate resources. Further, it is similar to measures reported by our public competitors and is regularly used by securities analysts, institutional investors and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA is not intended to be a substitute for any IFRS financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with IFRS. We compensate for these limitations by relying primarily on our IFRS results and using Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net profit to Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.

The table below presents a reconciliation of profit / (loss) for the period to Adjusted EBITDA:

2025$ 'millions2024$ 'millions2023$ 'millions
Profit / (loss) for the period218123(8)
Income tax expense1388128
Finance income(11)(11)(10)
Finance expense1273
Depreciation and amortization expense748489
Unrealized foreign exchange—64
RSU expense1151118
Change in fair value of options—1431
Impairment of assets684039
US iGaming Closure519——
Provision for remote gaming duty717——
Provision for penalties74——
Gain on disposal of business2—(44)—
US Sportsbook Closure3—36—
Market closure4—612
Other adjustments66410
Adjusted EBITDA560357216

1 Payroll expenses relating to the one-off RSUs issued in 2023 relates to awards granted to the pre-listing shareholders under which, they exchanged all their issued shares in SGHC Limited ("SGHC") for newly issued shares in Super Group at a fixed ratio of 8.51 for 1. The issuance of these shares to SGHC shareholders prior to listing has been presented as if the shares had been issued at the beginning of the earliest year presented in the statement of profit and loss and other comprehensive income in this Annual Report ofnil (2024: nil, 2023: nil) are included in this line.

2 The gain on disposal of business relates to the sale of the B2B division of DGC. See note 19 to our consolidated financial statements included in this Annual Report for further details.

3 The U.S. Sportsbook closure relates to onerous contracts and other costs relating to the closure of the DGC sportsbook during 2024. See note 10.1 to our consolidated financial statements included in this Annual Report for further details.

4 Market closure costs relates to the Group's exit from the Indian market on October 1, 2023. In 2023, this includes contract termination costs, bad debt and contract write offs. In 2024, this includes additional bad debt in connection with the closure.

5 The U.S. iGaming closure relates to onerous contracts and other costs relating to the closure of the DGC iGaming market during the year. See note 10.1 to our consolidated financial statements included in this Annual Report for further details.

6 Other adjustments mainly relate to Sportsbook acquisition related costs and certain legal costs in 2025 and 2024. In 2023, this included bad debt and SOX implementation fees relating to new acquisitions.

7 The Group has provided for an amount of $26 million relating to the ongoing Remote Gaming Duty matter for the period 2018 - 2022 between Jumpman and HMRC, of which $5 million has been included in finance expense and $4 million relates to penalties included in direct and marketing expenses in the consolidated statement of profit and loss and other comprehensive income.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.