GSUI 10-K & 10-Q changes, risk factors and insider trading

Financial Highlights for the Three and Six Months Ended MarchJune 31,30, 2026 and 2025 (All amounts in the following table and the subsequent paragraphs, except Share, SUI and price of SUI amounts, are in thousands)

Net assets isin the above table and subsequent paragraphs are calculated in accordance with U.S. GAAP based on the Digital Asset Market price of SUI on the Digital Asset Trading Platform that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date.

Net realized and unrealized loss on investment in SUI for the three months ended MarchJune 31,30, 20252026 was ($5,867$4,620), which includes a realized gainloss of $16($3) on the transfer of SUI to pay the Sponsor’s FeeFee, a realized loss of ($5) on the transfer of SUI to pay the Sponsor’s Staking Fee, a realized loss of ($727) on the transfer of SUI to pay Redemptions and net change in unrealized appreciation/depreciation on investment in SUI of ($5,883$3,885). Net realized and unrealized loss on investment in SUI for the period was driven by SUI price depreciation from $4.17 per SUI as of December 31, 2024, to $2.27$0.88 per SUI as of March 31, 2025.2026, to $0.70 per SUI as of June 30, 2026. Net decrease in net assets resulting from operations was ($5,932$4,543) for the three months ended MarchJune 31,30, 2025,2026, which consisted of the net realized and unrealized loss on investment in SUI, plusand the Sponsor’snet Feeinvestment income of $65.$77. Net assets decreased to $7,053$21,038 at MarchJune 31,30, 2025,2026, a 44%31% decrease for the three-month period. The decrease in net assets resulted from the aforementioned SUI price depreciationdepreciation, andthe redemption of approximately 8,540,330 SUI with a value of $8,587 from the Trust, the withdrawal of approximately 18,98712,462 SUI to pay the foregoing Sponsor’s Fee, the withdrawal of approximately 25,521 SUI to pay the foregoing Sponsor’s Staking Fee, and the payable of approximately 253 SUI for the Sponsor’s Staking Fee, partially offset by the contribution of approximately 96,2664,053,733 SUI with a value of $350$3,767 to the Trusttrust in connection with Share creations during the period.period and the contribution of approximately 122,870 SUI with a value of $111 to the Trust in connection with Staking Rewards.

The Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor’s Fee of the Trust in its discretion for stated periods of time. Effective February 18, 2026, the Sponsor has determined to waive a portion of the Sponsor’s Fee until the earlier of (x) May 18, 2026 and (y) the first date on which the NAV of the Trust exceeds $1.0 billion (such period, the “Fee Waiver Period”). IfFollowing the Trust’sexpiration NAVdate exceedsof $1.0the billionthree-month priorwaiver toperiod on May 18, 2026,2026 (the “Sponsor’s Fee Waiver Expiration Date”), the Sponsor’s Fee charged on assets over $1.0 billion will beis 0.35%. After the Fee Waiver Period is over, the Sponsor’s Fee will be 0.35%. From February 18, 2026 to March 31, 2026, the Trust’s assets did not exceed $1.0 billion and no Sponsor’s Fee had been incurred.

The Trust’s NAV and NAV per Share are derived from the Index Price as represented by the Index as of 4:00 p.m., New York time, on the valuation date. The Trust’s NAV per Share is calculated using a non-GAAP methodology where the price is derived from multiple Digital Asset Trading Platforms. The Digital Asset Trading Platforms included in the Index (the “Constituent Trading Platforms”) as of MarchJune 31,30, 2026 were Binance, Bitstamp by Robinhood, Bullish, Bybit, Crypto.com, GATE,Gate, Hashkey,Gemini, HashKey, Kraken, and OKX. The Digital Asset Trading Platforms included in the Index as of MarchJune 31,30, 2025 were Coinbase, Kraken, and Crypto.com. See “Item 1. Business—Overview of the Sui Industry and Market—SUI Value—The Index and the Index Price” in our Annual Report for a description of the Index and the Index Price.

The Trust’s performance prior to February 18, 2026 is based on market-determined prices on theOTC OTCQB marketplaceMarkets and on the Trust’s performance without an ongoing share creation and redemption program. Prior to February 18, 2026, the Trust’s Shares traded at both premiums and discounts to the value of the Trust’s assets, less its expenses and other liabilities, which at times were substantial, in part due to the lack of an ongoing redemption program. Effective as of February 18, 2026, the Trust established an ongoing share creation and redemption program and the Shares of the Trust were listed to NYSE Arca. Hence, the Trust’s performance for periods prior to February 18, 2026 is not directly comparable to, and should not be used to make conclusions in conjunction with, the Trust’s performance for periods subsequent to February 18, 2026.

The following chart illustrates the movement in the Trust’s NAV per Share versus the Index Price and the Trust’s Principal Market NAV per Share from August 1, 2024 (the commencement of the Trust’s operations) to MarchJune 31,30, 2026. For more information on the determination of the Trust’s NAV, see “Item 1. Business—Overview of the Sui Industry and Market—SUI Value—The Index and the Index Price” in our Annual Report.

The following table illustrates the movements in the Index Price from August 1, 2024 (the commencement of the Trust’s operations) to MarchJune 31,30, 2026. The Sponsor has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms as of MarchJune 31,30, 2026, individually or as a group.

The following table illustrates the movements in the Digital Asset Market price of SUI, as reported on the Trust’s principal market, from August 1, 2024 (the commencement of the Trust’s operations) to MarchJune 31,30, 2026.

The following chart sets out the historical closing prices for the Shares as reported by OTCQBOTC Markets and the Trust’s NAV per Share from November 24, 2025 to February 17, 2026.

Effective February 18, 2026, the Trust established an ongoing share creation and redemption program and the Shares of the Trust were listed to NYSE Arca. The following chart sets out the historical closing prices for the Shares as reported by NYSE Arca and the Trust’s NAV per Share from February 18, 2026 to MarchJune 31,30, 2026.

The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by OTCQBOTC Markets divided by the Trust’s NAV per Share from November 24, 2025 to February 17, 2026.

The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing prices for the Shares as reported by NYSE Arca divided by the Trust’s NAV per Share from February 18, 2026 to MarchJune 31,30, 2026.