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Super Group (SGHC) Ltd

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

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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
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Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report on Form 20-F (including information incorporated by reference herein, the "Annual Report" or the "Report") contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance.

The words "aim," "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements relate to expectations for our future operations, financial performance and business strategies. Specifically, forward-looking statements may include statements relating to:

operational, economic, political and regulatory risks;

the potential opportunity for profitability within targeted markets and geographic regions;

the impact of seasonality effects;

business disruptions, including natural disasters, outbreaks of epidemic or pandemic disease and their impact on our business;

failure to retain key personnel;

our inability to recognize deferred tax assets and tax loss carry forwards;

our future operating results fluctuating, failing to match performance or to meet expectations;

unanticipated changes in our tax obligations;

our obligations under various laws and regulations;

the effect of litigation, judgments, orders or regulatory proceedings on our business;

our ability to successfully expand and launch into new markets;

global or local economic and political movements;

our ability to effectively manage our credit risk and collect on our accounts receivable;

our ability to fulfill our public company obligations;

any failure of our information technology systems, management processes and data security;

our ability to meet our working capital and capital expenditure requirements and obligations;

our growth strategies;

our marketing strategies and plans;

future acquisitions;

the recognition of business combinations and acquisitions within our financial results;

uncertainties regarding development and adoption of advanced technologies, including artificial intelligence;

the effectiveness of non-GAAP financial information in evaluating our performance;

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changes in accounting policies applicable to us;

the development and maintenance of effective internal controls; and

other risks and uncertainties discussed in the section titled "Risk Factors" in this Report.

You should refer to the section of this Report titled "Risk Factors" for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot offer assurances that the forward-looking statements in this Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements that "we believe" and other similar statements reflect our belief and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherent uncertain and readers are cautioned not to unduly rely upon these statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements contained in this Report, or the documents to which we refer readers in this Report, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.

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