The accretion of coarse-grained material at the shelf-edge rollover has been emphasized in studies of basin-margin progradation, despite fine-grained sediment (clay and silt) representing a volumetrically more significant component of subaqueous clinothems. The timing and processes of fine-grained sediment transport across the shelf and onto the slope remains an understudied facet of sedimentary-basin stratigraphy. Three exhumed basin-margin-scale clinothems of the Permian Waterford Formation, in the Karoo Basin, South Africa, offer outcrop examples of margin development through the accretion of mud during flooded shelf conditions. The progradation of wave-influenced sandy shelf topset deposits over a thick mudstone succession and beyond a previously established sand-rich shelf-edge rollover suggests that some periods of basin-margin progradation took place exclusively via dilute mud-rich gravity flows. Detailed outcrop and core study of offshore mudstones reveals a high content of organic debris and mica. Individual beds show normal and inverse grading, internal erosion surfaces, and moderate to low bioturbation, reflecting relatively stressed conditions in frequently supplied outer-shelf to upper-slope regions. The estimated low gradient (< 0.7°) of the Karoo Basin margin and prevailing wave and/or storm conditions facilitated prolonged suspension of fluid mud and transport across the shelf and beyond the shelf-edge rollover in sediment gravity flows. This study represents a rare example of mudstone-dominated shelf-edge rollover deposits documented at outcrop and core, and demonstrates how accretion of fine-grained sediment can play a significant role in basin-margin progradation. Conventional depositional models do not adequately account for progradation of basin margins in the absence of sand supply, which implies potential risks in the identification of shelf-edge rollover positions and application of trajectory analysis in strongly progradational margins.