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

Risks Related to Our SUI Treasury Strategy

Our financial results and the market price of our Common Stock may be affected by the price of SUI.

As part of our capital allocation strategy for assets that are not required to provide working capital for our ongoing operations, we have invested and will continue to invest in SUI. As of February 23, 2026, we held an aggregate of 105,407,044 SUI and loan receivables of 2,961,550 SUI, which we acquired for an aggregate purchase price of approximately $386.5 million, exclusive of fees and expenses, at an average price of $3.56 per SUI. With 80,896,554 million fully adjusted shares issued and outstanding (including unexercised Pre-Funded Warrants) as of February 23, 2026, the Company has grown to approximately 1.34 SUI per share of Common Stock, or $1.17 per share of Common Stock. Our SUI holding (including SUI loan receivables) represents approximately 88.8% of our digital asset holdings, with the remainder being USDC stablecoins at approximately 1.8% and suiUSDe stablecoins approximately 9.4%. The price of SUI has historically been subject to dramatic price fluctuations and is highly volatile. SUI is a highly volatile asset that has traded between $4.33 and $0.85 per SUI on Coinbase in the 12 months preceding February 23, 2026. More recently, during the fourth calendar quarter of 2025, SUI traded between approximately $3.62 and $1.35 per SUI. Moreover, digital assets, such as SUI, are relatively novel. SUI’s initial coin offering took place on April 20, 2023, and Sui’s Mainnet (blockchain protocol) was launched on May 3, 2023. The application of securities laws and other regulations to such assets is unclear in many respects. It is possible that regulators may interpret laws in a manner that adversely affects the liquidity or value of SUI.

Any decrease in the fair value of SUI below our carrying value for such assets could require us to incur a loss due to the decrease in fair market value, and such charge could be material to our financial results for the applicable reporting period, which may create significant volatility in our reported earnings. Any decrease in reported earnings or increased volatility of such earnings could have a material adverse effect on the market price of our Common Stock. In addition, the application of generally accepted accounting principles in the United States, with respect to SUI, may change in the future and could have a material adverse effect on our financial results and the market price of our Common Stock.

In addition, if investors view the value of our Common Stock as dependent upon or linked to the value or change in the value of our SUI holdings, the price of SUI may significantly influence the market price of our Common Stock.

Our SUI treasury strategy has not been tested over an extended period of time or under different market conditions.

We recently undertook a strategic shift and launched the SUI treasury strategy. We are continually examining the risks and rewards of our strategy to acquire and hold SUI. This strategy has not been tested over an extended period of time or under different market conditions. If SUI prices were to decrease or our SUI treasury strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our Common Stock would be materially adversely impacted. Additionally, given that our SUI treasury business has been developed and pursued only for a few months prior to the Annual Report, investors have a relatively limited means to evaluate our performance, its evolution, and the likelihood of our future success.

The prices of digital currencies, including SUI, are highly volatile and may be influenced by regulatory, commercial, and technical factors that are highly uncertain, and fluctuations in the price of SUI are likely to influence our financial results and the market price of our Common Stock.

Fluctuations in the trading prices of digital assets are likely to impact our financial results and the market price of our Common Stock. Our financial results and the market price of our Common Stock and our business and financial condition could be negatively impacted if the price of SUI decreased substantially, including as a result of:

The growth of the digital assets industry in general, and the use and acceptance of SUI in particular, as well as other digital assets, may also impact the price of our digital asset holdings and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of digital assets, and SUI in particular, may depend, for instance, on public familiarity with digital assets, ease of buying and accessing the digital assets, institutional and consumer demand for SUI, and the availability and popularity of alternatives to bitcoin. Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term or that such growth will lead to a growth of the adoption of SUI.

Because SUI has no physical existence beyond the record of transactions on their respective blockchains, a variety of technical factors related to the Sui blockchain could also impact the price of SUI. For example, malicious attacks by stakers, inadequate staking fees to incentivize validating of transactions, hard forks of the blockchain into multiple blockchains, and advances in digital computing, algebraic geometry and quantum computing could undercut the integrity of the blockchain and negatively affect the price of our digital asset holdings. The liquidity of SUI may also be reduced and damage to the public perception of SUI may occur, if financial institutions were to deny banking services to businesses that hold digital assets, provide digital asset-related services or accept digital assets as payment, which could also decrease the price of our digital asset holdings.

The trading prices of many digital assets, including SUI, have experienced extreme volatility in recent periods and may continue to do so. Extreme volatility in the future, including further decline in the trading prices of SUI, could have a material adverse effect on the Company.

The trading prices of many digital assets, including SUI, have experienced extreme volatility in recent periods and may continue to do so. For instance, there were steep increases in the value of certain digital assets over the course of 2021, and multiple market observers asserted that digital assets were experiencing a “bubble.” These increases were followed by steep drawdowns throughout 2022 in digital asset trading prices. SUI was launched in May 2023, and over the course of 2023 and 2024, prices of digital assets continued to exhibit extreme volatility. SUI reached a low price of $0.3639 in October 2023 and a high price of $5.34 on January 4, 2025. As of February 23, 2026, the price of SUI was $0.88 Like many digital assets, SUI surged in value in its initial trading period, but shortly thereafter saw a decline in price, including as a result of the broader sell-off in cryptocurrency markets following the events of October 10 (described below); the price continues to fluctuate.

Extreme volatility may persist. The digital asset markets may still be experiencing a bubble or may experience a bubble again in the future. For example, in the first half of 2022, each of Celsius Network, Voyager Digital Ltd., and Three Arrows Capital declared bankruptcy, resulting in a loss of confidence in participants of the digital asset ecosystem and negative publicity surrounding digital assets more broadly. In November 2022, “FTX” one of the largest digital asset exchanges by volume at the time, halted customer withdrawals amid rumors of the company’s liquidity issues and likely insolvency, which were subsequently corroborated by its CEO. Shortly thereafter, FTX’s CEO resigned, and FTX and many of its affiliates filed for bankruptcy in the United States, while other affiliates have entered insolvency, liquidation, or similar proceedings around the globe, following which the U.S. Department of Justice brought criminal fraud and other charges, and the SEC and CFTC brought civil securities and commodities fraud charges, against certain of FTX’s and its affiliates’ senior executives, including its former CEO, who was found guilty of these criminal charges in November 2023. In addition, several other entities in the digital asset industry filed for bankruptcy following FTX’s bankruptcy filing, such as BlockFi Inc. and Genesis Global Capital, LLC (“Genesis”). In response to these events, the digital asset markets have experienced extreme price volatility and other entities in the digital asset industry have been, and may continue to be, negatively affected, further undermining confidence in the digital asset markets. For example, after October 10, 2025, approximately $19 billion of leveraged positions unwound, exceeding even the FTX collapse in 2022. In 2025, within a few weeks, Bitcoin dropped from the low $120,000s into the low $100,000s and continued to drop further in 2026, while Ether and many smaller tokens suffered double‑digit percentage declines, with some altcoins briefly collapsing to near‑zero on thin order books. Data providers such as CoinGlass recorded more than 1.6 million traders liquidated and total futures open interest shrank by tens of billions of dollars in a day, underscoring how concentrated leverage and fragmented liquidity turned a sharp price move into the largest liquidation event in crypto’s history. These events have also negatively impacted the liquidity of the digital asset markets as certain entities affiliated with FTX engaged in significant trading activity. If the liquidity of the digital asset markets continues to be negatively impacted by these events, digital asset prices, including SUI, may continue to experience significant volatility or price declines, and confidence in the digital asset markets may be further undermined. In addition, regulatory and enforcement scrutiny has been significant, including from, among others, the U.S. Department of Justice, the SEC, the CFTC, the White House and Congress, as well as state regulators and authorities. It is not possible to predict all of the risks that regulatory enforcement may pose to the Company, its service providers or to the digital asset industry as a whole.

The Sui network utilizes the Move programming language. The use of the Move programming language may make SUI more susceptible to volatility because Move is less widely known than more established programming languages, and developers’ lack of experience with Move could deter the adoption and development of SUI, leading to increased price volatility. Extreme volatility in the future, including further declines in the trading prices of SUI, could have a material adverse effect on the Company.

The value of SUI may be highly volatile and subject to fluctuations due to a number of factors.

Fluctuations in the price of SUI could adversely affect the Company. The market price of SUI may be highly volatile, and subject to a number of factors, including:

In addition, there is no assurance that SUI will maintain its value in the intermediate or long term. The value of SUI as represented by the price quoted on sites such as CoinGecko or by the Company’s principal market may also be subject to momentum pricing due to speculation regarding future appreciation in value, leading to greater volatility that could adversely affect the Company. Momentum pricing is typically associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for future appreciation in value, if any. The Company believes that momentum pricing of SUI has resulted, and may continue to result, in speculation regarding future appreciation in the price of SUI, inflating and making the price of SUI more volatile. As a result, SUI may be more likely to fluctuate in value due to changing investor confidence, which could impact future appreciation or depreciation in the pricing benchmark and could adversely affect the Company.

The concentration of our SUI holdings could enhance the risks inherent in our SUI treasury strategy.

As of February 23, 2026, we held an aggregate 105,407,044 SUI and loan receivable of 2,961,550 SUI, which represents approximately 88.8% of our digital asset holdings including SUI loan receivable, with the remainder being USDC stablecoins at approximately 1.8% and suiUSDe stablecoins at approximately 9.4%. Our significant concentration of SUI ownership creates risk that a large holder or consortium of SUI holders could obtain effective control over network governance and consensus mechanisms. If a single entity accumulates a sufficient percentage of total SUI tokens, it could potentially influence transaction validation, protocol upgrades, or fee structures, which might adversely impact other stakeholders or destabilize the network. Furthermore, concentration increases the risk of contentious hard forks, which have fragmented their communities and impacted asset values. For example, in 2017 a group within the Bitcoin community advocated for increasing the block size limit to allow for more transactions, which ultimately lead to the creation of Bitcoin Cash, which features a larger block size. Hard forks can trigger significant price fluctuations in both the original and new cryptocurrencies, because speculation and uncertainty surrounding the hard fork can lead to increased volatility, making it difficult for investors to predict price movements. Due to our concentration of SUI in our treasury strategy, any such occurrence could lead to volatility or a decrease in the market price of our Common Stock.

If we fail to implement our SUI business strategy or if our SUI treasury strategy is ineffective, our financial performance could be materially adversely affected.

Our future financial performance and success are dependent in large part upon the effectiveness of our new SUI strategy and our ability to implement our SUI treasury strategy successfully. Implementation of our SUI strategy will require effective management of our operational, financial, and human resources and will place significant demands on those resources. There are risks involved in pursuing our strategy, including those under the caption “Item 1A – Risk Factors - Risks Relating to Our SUI Treasury Strategy”. In addition to the risks set forth elsewhere in this Form 10-K, effectiveness of and the successful implementation of our SUI treasury strategy could also be affected by a number of factors beyond our control, such as increased competition, legal developments, government regulation, general economic conditions, increased operating costs or expenses, and changes in industry trends. We may decide to alter or discontinue certain aspects of our SUI treasury strategy at any time. If we are not able to implement our SUI treasury strategy successfully, our long-term growth and profitability may be adversely affected. Even if we are able to implement some or all of the initiatives of our SUI treasury strategy successfully, our operating results may not improve and could decline substantially.

Our SUI strategy exposes us to risk of non-performance by counterparties

Our SUI strategy exposes us to the risk of non-performance by counterparties, whether contractual or otherwise. Risk of non-performance includes inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition and liquidity or for any other reason. For example, our execution partners, custodians, or other counterparties might fail to perform in accordance with the terms of our agreements with them, which could result in a loss of SUI, a loss of the opportunity to generate funds, or other losses.

Custodial arrangements pose additional risks. Our primary counterparty risk with respect to our SUI is custodian performance obligations under the custody arrangement we have entered into. BitGo is the custodian for all of our SUI and could experience bankruptcy or insolvency. Although BitGo has an insurance policy supporting its cold wallets, the Company has not purchased any additional insurance cover, and BitGo is not FDIC-insured. FTX, a leading cryptocurrency exchange, filed for bankruptcy in November 2022 following an estimated $8 billion liquidity shortfall due to a surge of withdrawals from the exchange, forcing the exchange to halt customer withdrawals. A series of additional recent high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in the digital asset industry, including the filings for bankruptcy protection by Three Arrows Capital, Celsius Network, Voyager Digital, and Genesis Global Capital, the closure or liquidation of certain financial institutions that provided lending and other services to the digital assets industry, including Signature Bank and Silvergate Bank, SEC enforcement actions against Coinbase, Binance Holdings Ltd. (since withdrawn), and Kraken, the placement of Prime Trust, LLC into receivership following a cease-and-desist order issued by Nevada’s Department of Business and Industry, and the filing and subsequent settlement of a civil fraud lawsuit by the New York Attorney General against Genesis Global Capital, its parent company Digital Currency Group, Inc., and former partner Gemini Trust Company have highlighted the perceived and actual counterparty risk applicable to digital asset ownership and trading. Although these bankruptcies, closures and liquidations have not resulted in any loss or misappropriation of our SUI, nor have such events adversely impacted our access to our SUI, legal precedent created in these bankruptcy and other proceedings may increase the risk of future rulings adverse to our interests in the event one or more of our current and future custodians becomes a debtor in a bankruptcy case or is the subject of other liquidation, insolvency or similar proceedings. If a similar bankruptcy event occurred for BitGo, there is a risk of partial or total loss of our SUI holdings and delays in asset recovery, which could materially impact financial condition and operations.

While our custodian is subject to regulatory regimes intended to protect customers in the event of a custodial bankruptcy, receivership or similar insolvency proceeding, no assurance can be provided that our custodially-held SUI will not become part of the custodian’s insolvency estate if our custodian enters bankruptcy, receivership or similar insolvency proceedings. Additionally, if we pursue any strategies to create income streams or otherwise generate funds using our SUI holdings, we would become subject to additional counterparty risks. Any significant non-performance by counterparties, including in particular the custodian with which we custody substantially all of our SUI, could have a material adverse effect on our business, prospects, financial condition, and operating results.

We intend to mitigate counterparty risks through various measures, including maintaining substantially all of our SUI with BitGo, a well known custodian, and negotiating contractual terms designed to confirm that our custodially‑held SUI remains our property and is not subject to claims of a custodian’s creditors. However, insolvency law related to the custodial holding of digital assets is still developing, and there is no guarantee that these measures would be upheld in an insolvency proceeding. If custodially‑held SUI were nevertheless deemed property of a custodian’s bankruptcy estate, we could be treated as a general unsecured creditor, which could restrict or prevent our ability to exercise ownership rights and could result in a partial or complete loss of the associated value. Even if we ultimately prevailed in asserting our ownership rights, access to our SUI could be delayed or otherwise impaired during the pendency of any insolvency proceeding. Any such outcome could materially adversely affect our financial condition and the market price of our Common Stock.

Shareholders may not receive the benefits of any forks or airdrops.

In addition to forks, a digital asset may become subject to a similar occurrence known as an “airdrop.” In an airdrop, the promotors of a new digital asset announce to holders of another digital asset that such holders will be entitled to claim a certain amount of the new digital asset for free, based on the fact that they hold such other digital assets. Airdrops may be conducted by sending a token to the holders of set amounts of SUI. Alternatively, airdrops may involve a user being entitled to claim tokens on a decentralized application, second-layer network or entirely separate digital asset network. As such, a user entitled to receive airdrops may be required to take little or significant actions in order to receive such airdropped tokens. Shareholders may not receive the benefits of any forks, the Company may not choose, or be able, to participate in an airdrop, and the timing of receiving any benefits from a fork, airdrop or similar event is uncertain.

A right to receive any such benefit of a hard fork or airdrop is referred to as an “Incidental Right” and any digital asset acquired through an Incidental Right as “IR Assets.” There are likely to be operational, tax, securities law, regulatory, legal and practical issues that significantly limit, or prevent entirely, shareholders’ ability to realize a benefit, through their interests in the Company, from any such Incidental Rights or IR Assets.

The Company may choose to evaluate any such fork, airdrop or similar occurrence on a case-by-case basis in consultation with the Company’s legal advisors, tax consultants and the Asset Manager. In determining whether to attempt to acquire and/or retain any Incidental Right or IR Asset, the Company expects to take into consideration whatever factors it deems relevant in their discretion, including, without limitation:

In determining whether the Incidental Right or IR Asset is, or may be, a security under federal securities laws, the Company takes into account a number of factors, including the definition of a “security” under Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act, SEC v. W.J. Howey Co., 328 U.S. 293 (1946) and the case law interpreting it, as well as reports, orders, press releases, public statements and speeches by the SEC providing guidance on when a digital asset is a “security” for purposes of the federal securities laws.

The Company intends to evaluate each fork, airdrop or similar occurrence on a case-by-case basis in consultation with the Company’s legal advisors, tax consultants, and may decide to abandon any Incidental Rights or IR Asset resulting from a hard fork, airdrop or similar occurrence should the Board conclude, in its discretion, that such abandonment is in the best interests of the Company.

In the event that any forks or airdrops are in fact considered to be an asset of the Company at any point in time, notwithstanding the discussion above, the assets will be valued in a manner consistent with ASC-820, U.S. “GAAP”, and the identification of a principal market for the asset.

Our SUI holdings and other digital asset holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

Historically, the cryptocurrency markets have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our SUI and other digital assets at favorable prices or at all. Further, SUI and other digital assets we hold with our custodians and transact with our trade execution partners does not enjoy the same protections as those available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, almost all of our digital asset holdings are comprised of SUI and 99% of our SUI is being staked. The staking process is continuously adjusted in scale, in line with network and market conditions, with adjustments aimed to ensure the Company maintains sufficient liquidity for redemptions on any given business day but any such adjustments are subject to a one-day unbonding period. Finally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered SUI or otherwise generate funds using our SUI holdings, including in particular during times of market instability or when the price of SUI has declined significantly. If we are unable to sell our SUI or other digital assets, enter into additional capital raising transactions using SUI or other digital assets as collateral, or otherwise generate funds using our SUI or other digital assets holdings, or if we are forced to sell our SUI or other digital assets at a significant loss, in order to meet our working capital requirements, our business and financial condition could be materially adversely impacted.

Exposure to market abuse and manipulation may affect the market price of SUI.

We are also exposed to market manipulation risks such as front-running and wash trading, which risk is enhanced due to the concentration of SUI in our treasury strategy. We have made significant investments in SUI, and plan to continue to do so in the future. Cryptocurrency markets, including those for SUI, may be susceptible to market abuse and manipulation, such as wash trading, coordinated pump-and-dump schemes, spoofing, and other forms of manipulative activity. Sophisticated traders or entities with privileged access to order flow may exploit weaknesses in exchange infrastructure to execute trades ahead of pending orders (front-running), artificially inflate trading volumes (wash trading), or otherwise distort the market price of SUI. Such activities can reduce market integrity and liquidity and create material volatility or losses for holders like us, which could create further risks to us as a result of our concentrated holding of SUI in our treasury strategy. If SUI is affected by these activities, we may experience substantial fluctuations in the fair value of its investment, which could negatively affect our financial condition, results of operations, and reputation. Further, regulatory oversight of cryptocurrency markets is evolving, and there is no assurance that existing or future regulations or market mechanisms will effectively deter or mitigate the impact of market manipulation. As a result, we remain exposed to additional risks and uncertainties relating to the price and liquidity of SUI, which may result in financial loss or impairment of value in its investment.

The failure, insolvency, or mismanagement of our custodians and trade execution partners may result in the partial or total loss of our SUI holdings, delays or failures in executing trades, or other disruptions to liquidity and access.

Our significant investment in SUI depends on third‑party custodians and trade execution partners for the safekeeping, transfer, and management of our digital assets. If any of these service providers were to experience financial distress, operational failure, insolvency, security breaches, or other forms of mismanagement, we could suffer partial or total loss of our SUI holdings, delays or failures in executing trades, or broader disruptions to liquidity and access.

The digital asset industry has experienced several high‑profile custodial and exchange failures. For example, in November 2022, FTX—a major global cryptocurrency exchange—filed for bankruptcy following an estimated $8 billion liquidity shortfall after a surge in customer withdrawals, resulting in the suspension of withdrawals. Public reports indicated that this collapse stemmed from operational mismanagement, including misuse of customer funds, inadequate financial controls, and overreliance on its proprietary FTT token. Events such as these highlight the operational, financial, and governance vulnerabilities that can exist within digital asset service providers.

Many custodians and trade execution partners operate in a rapidly evolving regulatory environment and may lack the robust risk management frameworks, compliance programs, and operational controls typically associated with traditional financial institutions. In addition, cyberattacks, fraud, system failures, and other security incidents affecting these providers could lead to loss of assets or prolonged service interruption.

Although we rely on third‑party custodians—such as BitGo, the custodian of our SUI holdings—who we believe implement security measures aligned with industry best practices, there can be no assurance that these measures will be effective. As the size of our SUI holdings grows, we may become a more attractive target for malicious actors. If we or any of our custodians are unable to identify, mitigate, or prevent new or evolving security threats, our digital assets could be subject to theft, loss, destruction, or other compromise.

Any inability of our custodians or trade execution partners to safeguard our assets, maintain operational continuity, or perform in accordance with their obligations could materially adversely affect our financial condition, operating results, and reputation.

Internal control failures may occur at BitGo, or other cryptocurrency custodians or exchanges we may utilize in the future.

The security and accessibility of our SUI assets are, in part, dependent on the integrity and reliability of the cryptocurrency custodians and exchanges used to hold, trade, or manage SUI. We currently utilize BitGo as custodian to hold all of our SUI assets. BitGo is a digital asset security firm established in 2013. Many cryptocurrency custodians, including BitGo, are relatively new and unregulated, and may be subject to internal control failures, including inadequate cybersecurity measures, poor risk management practices, or operational errors. Such failures can lead to asset loss, theft, suspension or freezing of accounts, delays in executing trades, or compromised private information. If a custodian or exchange we utilize to hold our SUI experiences an internal control failure, we may suffer partial or total loss of our SUI holdings, incur financial losses, experience disruptions in liquidity, or face reputational harm. Further, the regulatory environment relating to internal controls at cryptocurrency custodians and exchanges remains uncertain and fragmented, increasing the risk of internal control failures. There can be no assurance that our SUI assets will not be affected by such incidents, and the occurrence of internal control failures could materially adversely impact our financial condition and results of operations.

If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our SUI, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our SUI and our financial condition and results of operations could be materially adversely affected.

Substantially all of the SUI we own is held in custody accounts at BitGo, a well-known custodian. Security breaches and cyberattacks are of particular concern with respect to our SUI. SUI and other blockchain-based cryptocurrencies and the entities that provide services to participants in the SUI ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. For example, in October 2021 it was reported that hackers exploited a flaw in the account recovery process and stole from the accounts of at least 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase reimbursed affected customers. Similarly, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers. A successful security breach or cyberattack could result in:

Further, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader Sui ecosystem or in the use of the Sui network to conduct financial transactions, which could negatively impact us.

Attacks upon systems across a variety of industries, including industries related to SUI, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, we expect that unauthorized parties will attempt to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in work-from-home arrangements. The risk of cyberattacks could also be increased by cyberwarfare in connection with the ongoing Russia-Ukraine and Israel-Hamas conflicts, or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of our operations or those of others in the Sui industry, including third-party services on which we rely, could materially adversely affect our financial condition and results of operations.

We may require significant additional capital to expand our SUI treasury strategy; if we cannot raise such capital on acceptable terms, our business and share price may be adversely affected.

We may require or choose to seek additional financing to expand our SUI treasury strategy. We cannot be certain that such financing will be available on favorable or acceptable terms, if at all, and our ability to secure such capital may be significantly impacted by the valuation and inherent volatility of SUI. If we raise additional funds through the issuance of Common Stock, preferred stock, or other equity-linked securities, our existing stockholders will experience immediate and potentially significant dilution of their ownership and voting power. Furthermore, any issuance of debt or senior equity instruments could subject us to restrictive operational covenants and result in the subordination of the rights of our common stockholders to superior liquidation and dividend preferences. Our inability to raise additional capital on acceptable terms in the future may prevent us from executing our SUI treasury strategy or maintaining our competitive position, which could result in a material decrease in our stock price and the loss of all or part of your investment.

We may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered SUI or otherwise generate funds using our SUI holdings, including in particular during times of market instability or when the price of SUI has declined significantly.

Although we do not currently intend to do so, the ability to access liquidity or raise additional capital through transactions such as term loans collateralized by our SUI holdings is subject to evolving market practices and regulatory frameworks. The digital asset lending and collateralization markets are relatively new, with limited standardized processes, fluctuating asset valuations, and a small pool of counterparties willing to accept SUI as collateral. There can be no assurance that we will be able to enter into term loans or other capital raising transactions using its SUI holdings on favorable terms, or at all. If we are not able to convert its SUI holdings into liquidity or use them as collateral for borrowing, its financial flexibility and ability to pursue growth opportunities, meet obligations, or respond to changing market conditions could be materially adversely affected.

We may be subject to regulatory developments related to cryptocurrency assets and cryptocurrency asset markets, which could adversely affect our business, financial condition, and results of operations.

As SUI and other digital assets are relatively novel and the application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of SUI. The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of SUI or the ability of individuals or institutions such as us to own or transfer SUI.

The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of SUI or other forms of digital assets or the ability of individuals or institutions such as us to own or transfer SUI. For example, the U.S. executive branch, the SEC, the European Union’s Markets in Crypto Assets Regulation, among others have been active in recent years, and in the U.K., the Financial Services and Markets Act 2023, or FSMA 2023 became law. It is not possible to predict whether, or when, any of these developments will lead to Congress granting additional authorities to the SEC, “CFTC”, or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function or the willingness of financial and other institutions to continue to provide services to the digital assets industry, nor how any new regulations or changes to existing regulations might impact the value of digital assets generally. The consequences of increased regulation of digital assets and digital asset activities could adversely affect the market price of SUI we intend to own, and in turn adversely affect the market price of our Common Stock. See “Item 1 Business – Regulation of SUI and Government Oversight” for additional information.

Moreover, the risks of us engaging in a SUI treasury strategy have created and could continue to create complications due to the lack of experience that third parties have with companies engaging in such a strategy, such as increased costs of director and officer liability insurance or the potential inability to obtain such coverage on acceptable terms in the future.

The growth of the digital assets industry in general, and the use and acceptance of SUI in particular, may also impact the price of SUI and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of SUI may depend on public familiarity with digital assets, ease of buying, accessing or gaining exposure to SUI, institutional demand for SUI as an investment asset, the participation of traditional financial institutions in the digital assets industry, and the availability and popularity of alternatives to SUI. Even if growth in SUI usage occurs in the near or medium-term, there is no assurance that SUI usage will continue to grow over the long-term.

This MD&A is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. In addition, unless expressly stated otherwise, the comparisons presented in this MD&A refer to the same period in the prior year. Our MD&A is presented in below sections:

OVERVIEW

Sui Group Holdings Limited was originally incorporated as Mill City Ventures III, Ltd. in the State of Minnesota on January 10, 2006. Since 2020, we operated as a publicly traded specialty finance company focused on short-term, non-bank lending solutions. Revenue was primarily generated through interest income, transaction fees, and capital appreciation from related portfolio investments.

In July 2025, we undertook a strategic shift by launching the industry’s first SUI treasury strategy, under which the principal holding in our treasury reserve on the balance sheet is allocated to the native cryptocurrency of the Sui blockchain (commonly referred to as “SUI”). In support of this strategic shift, on July 31, 2025, the Company completed the private placement of 75,881,625 shares of Common Stock at an offering price of $5.42 per-share, and Pre-Funded Warrants to purchase up to 7,144,205 shares of Common Stock at an offering price of $5.4199 per Pre-Funded Warrants, exercisable at a per-share price of $0.0001. On July 31, 2025, the Company consummated the offer and sale of its securities pursuant to the Securities Purchase Agreement, dated as of July 27, 2025, by and among the Company and the investors identified on the signature pages thereto. The transaction was settled through a combination of cash, cash equivalent, USDC, and digital assets, resulting in cash and cash equivalents proceeds of $259.0 million and the receipt of approximately $191.0 million in SUI tokens and USDT coins contributed in-kind by certain investors as part of their investment consideration. The Company issued warrants to the Sui Foundation, certain investors involved in the private placement and certain management and directors in conjunction with the private placement. Since the launch of our digital asset treasury strategy, we have established the largest publicly traded SUI treasury, backed by an exclusive relationship with the Sui Foundation, an independent organization dedicated to the advancement and adoption of the Sui network.

SUI is a next-generation Layer 1 blockchain designed to deliver the scalability, speed, and security required to power decentralized applications and real-world cryptocurrency use cases across finance, gaming, artificial intelligence, stablecoins, and more. Its horizontally scalable architecture, low-latency finality, and secure, developer-friendly design, position it as a leading infrastructure platform capable of handling real-world scale. As institutional and consumer adoption accelerates, SUI offers the potential to enable a wide range of transformative digital experiences and create long-term value opportunities for Sui Group and its shareholders.

On August 26, 2025, we formally changed our name to Sui Group Holdings Limited, following an amendment to our Articles of Incorporation filed with the Officer of the Minnesota Secretary of State. In conjunction with the name change and the rebranding, we changed our ticker symbol from “MCVT” to “SUIG”, aligning our public identity with our new treasury strategy.

The Company’s strategy is to maximize the value of SUI per-share and support the growth of the Sui ecosystem through scalable, transparent, and long-term value creation strategies. We therefore aim to capitalize on this opportunity by acquiring SUI tokens through open-market purchases, institutional-grade deal flow typically reserved for cryptocurrency funds, and a negotiated purchase agreement with the Sui Foundation. This structure enables broader investor access to SUI through a regulated, publicly traded vehicle. As the only SUI treasury with Sui Foundation support, we believe that we are uniquely positioned to capitalize on technology trends and ecosystem growth relating to SUI, while providing regulated, liquid, and institutional-grade access to the Sui blockchain designed for scalability and global adoption.

On September 19, 2025, our shareholders approved all proposals presented at the annual meeting, including the amendment to increase the authorized capital stock and election of directors, as well as the approval of issuance of Common Stock issuable upon exercise of the management warrants and pursuant to the Purchase Agreement with A.G.P./Alliance Global Partners (“A.G.P.”). These changes are expected to enhance our corporate governance and better align executive compensation with shareholder interests.

During 2025, we also continued to return capital to shareholders through our stock repurchase programs. For the year ended December 31, 2025, we repurchased 8,718,562 shares of Common Stock for $18.9 million, completing our original $2.0 million authorization and utilizing $16.9 million of the new $50.0 million program approved by the Board in September 2025. In comparison, during the year ended December 31, 2024, we did not repurchase any shares of Common Stock.

As of December 31, 2025, we held 105 million SUI tokens in our treasury, representing $147.4 million in digital assets. This equates to approximately 1.34 SUI per share of Common Stock and Pre-Funded Warrants (as defined below) outstanding. Approximately 99% of our SUI holdings continued to be staked, generating an annualized yield of approximately 1.7%, or approximately $10,000 in daily staking rewards, with the balance of the SUI tokens applied to higher margin direct lending opportunities. We believe this staking strategy enhances the productivity of our treasury while maintaining exposure to potential SUI price appreciation and serves as a flexible source of liquidity for future acquisitions and operational portfolio investments.

For the year ended December 31, 2025, we earned $2.1 million in staking rewards, representing 799,951 SUI tokens generated from substantially all tokens staked, as compared to $0 earned in staking rewards during the year ended December 31, 2024.

Our principal sources of income now include staking rewards from our SUI holdings, realized and unrealized gains or losses on digital assets, and rewards earned through protocol participation. We actively monitor market conditions and developments across blockchain protocols to optimize yield and asset performance. Legacy income streams from interest and fees on short-term loans remain part of our portfolio, although they represent a smaller portion of our overall financial profile.

Our operating expenses now reflect a blend of our legacy finance and digital asset treasury operation, including professional fees, payroll, custody and infrastructure costs related to blockchain asset management, and insurance. We seek to achieve enhanced operational leverage as we plan to scale our digital asset treasury strategy and expand our operational footprint.

SUI TREASURY MANAGEMENT ACTIVITY

In late July 2025, we formally launched our SUI treasury strategy, establishing SUI, the native token of the Sui blockchain, as a core component of our digital asset treasury platform. In connection with the launch of our SUI treasury strategy, on July 27, 2025, the Company entered into an agreement (the “Digital Asset Purchase Agreement”) with the Sui Foundation, whereby the Company acquired approximately 44 million SUI tokens at a discounted purchase price equal to 85% of the twenty-four-hour time-weighted average price (“TWAP”) of SUI tokens on July 31, 2025. The Digital Asset Purchase Agreement also obliges the Company to use one half of all cash raised after the PIPE transaction to offer to purchase additional SUI from the Sui Foundation, and an option for the Sui Foundation to purchase from the Company up to one hundred percent (100%) of the total dollar amount of SUI acquired by the Company in certain market purchases and subject to certain conditions including a 15% discount to prevailing market prices. This initiative reflects our conviction in the long-term potential of the Sui blockchain and its role in powering the next generation of decentralized applications across finance, gaming, artificial intelligence, and other sectors.

During the fourth quarter of 2025, we also entered into certain digital asset lending arrangements, which resulted in the recognition of a digital loan receivable, measured at fair value, reflecting an extension of our broader digital asset activities. On September 29, 2025, the Company entered into a digital currency loan agreement with Galaxy Digital LLC (“Galaxy”) pursuant to which the Company lent 961,550 SUI tokens. The loan carries a fee of 4.5% per annum, paid in digital assets, and is structured as an evergreen facility with the ability to terminate upon a seven‑day notice period at the election of the Company. On October 7, 2025, the Company entered into a separate digital currency loan agreement with BlueFin Labs Inc. (“BlueFin”) under which the Company lent 2,000,000 SUI tokens to BlueFin for a fee equal to 5.0% of all revenues generated by BlueFin’s decentralized exchange, paid in SUI tokens. These arrangements were not material to our overall liquidity but are consistent with our strategy to responsibly deploy digital assets in ways that enhance yield and operational flexibility.

As of December 31, 2025, we held 105 million SUI tokens, valued at $147.4 million based on a market price of $1.4 per token as compared to $0 in cryptocurrency during the year ended December 31, 2024.

99% of our SUI holdings are staked, generating an estimated 1.7% annual yield, or approximately $10,000 in daily staking rewards. We believe this staking strategy enhances the productivity of our treasury while maintaining exposure to potential SUI price appreciation. For the year ended December 31, 2025, we earned $2.1 million in staking rewards, representing 799,951 SUI tokens generated from substantially all tokens staked, as compared to $0 earned in staking rewards during the year ended December 31, 2024.

Our treasury strategy is designed for scale, transparency, and long-term value creation, and is supported by our official relationship with the Sui Foundation. We believe this alignment positions us uniquely as the only publicly traded company with institutional-grade exposure to the Sui blockchain.

We continue to monitor developments in the Sui ecosystem, including advancements in staking infrastructure, validator expansion, and adoption of SUI-native applications. These developments are expected to further support the intrinsic value of our SUI holdings and reinforce our strategic positioning.

PORTFOLIO INVESTMENT ACTIVITY

While our primary focus has shifted from our legacy finance operations, the business objective of our legacy business is to generate revenues from the interest and fees we charge, and capital appreciation from any related portfolio investments we make.

During the year ended December 31, 2025, we made $8.2 million of portfolio investment purchases and had $4.5 million of redemptions and repayments, resulting in net portfolio investments at amortized cost of $17.5 million at the end of the period. During the year ended December 31, 2024, we made $5.7 million of portfolio investment purchases and had $9.8 million of redemptions and repayments, resulting in net portfolio investments at amortized cost of $13.7 million at the end of that period.

In August 2025, the Company entered into a $3.0 million short-term secured loan arrangement, with a maturity date of May 12, 2026. In determination of the fair value of this short-term loan arrangement in accordance with the Company’s investment valuation policy at December 31, 2025, the Company determined the borrower is experiencing financial difficulty and the collection of the full amount of principal and related interest was in doubt. As a result, the fair value of the short-term loan arrangement includes an adjustment for the borrower’s creditworthiness and financial position, resulting in a fair value of zero as of December 31, 2025. In addition, the Company recorded a full reserve of the accrued interest of this short-term loan arrangement at December 31, 2025 totaling approximately $0.2 million.

Our portfolio composition by major class, based on fair value at December 31, 2025, was as follows:

(1) Prior to the fiscal year ending December 31, 2025, the loan was classified as a short-term non-banking loan. In January 2025, the maturity date was extended to March 2027, resulting in the loan being reclassified as a commercial business loan.

FACTORS AFFECTING THE COMPARABILITY OF OUR RESULTS OF OPERATIONS AND MATERIAL TRENDS

We believe that the most significant factors affecting the comparability of our results of operations include:

Known Trends and Uncertainties

Known trends and uncertainties that are reasonably likely to have a material impact on our future financial condition and results of operations include the following: (i) regulatory developments, including potential SEC guidance on the accounting treatment of digital assets, possible classification of SUI as a security, and implementation of pending digital asset market structure legislation, which could materially affect our financial reporting and business operations; (ii) custody and counterparty risks, including concentration of our digital asset custody with BitGo and risks associated with lending SUI tokens to third-party service providers; (iii) variability in staking rewards, as factors such as changes in network participation, validator performance, and Sui network economics could cause our staking yields to decline below the current annualized rate of approximately 1.7%; (iv) macroeconomic conditions, including changes in interest rates and general economic conditions that could affect the market price of SUI, demand for our portfolio investment products, and our ability to raise capital; and (v) competitive dynamics in the digital asset treasury management space, including the emergence of competing digital asset treasury vehicles and strategies that could affect our competitive positioning and growth prospects.

This section of the Annual Report generally discusses fiscal years 2025 and 2024 results and year-to-year comparisons between fiscal year 2025 and fiscal year 2024. Discussions of fiscal year 2023 results and year-to-year comparisons between fiscal 2024 and 2023 that are not included in this Annual Report can be found Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our annual report on Form 10-K for the year ended December 31, 2024.

The recent trends and developments that have had, or are reasonably likely to have, a material favorable or unfavorable impact on our revenues or income from continuing operations include changes in digital asset market conditions and pricing, the ramp‑up of our treasury management activities beginning in the third quarter of 2025, and fluctuations in interest income earned on digital asset–related arrangements. More information on these trends and developments can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section, where we also discuss other operational and market factors that could impact our financial results in future periods.

SUI Staking Revenue

During the year ended December 31, 2025, we generated approximately $2.1 million in staking rewards from our SUI token holdings as compared to $0 during the year ended December 31, 2024. This income reflects the accrual of 799,951 SUI tokens earned on 104,266,127 SUI tokens staked, representing approximately 99% of our total SUI holdings during the period. The staking yield remains consistent with our estimated annualized return of 1.7%, and rewards were accrued daily in accordance with our treasury management strategy.

Staking rewards are recognized as income when earned and are valued based on the market price of SUI at the time earned. These rewards enhance the productivity of our digital asset treasury while maintaining exposure to the underlying token. We continue to monitor validator performance, protocol-level developments, and infrastructure improvements to optimize staking efficiency and security.

Portfolio Investment Income

During the year ended December 31, 2025, our total portfolio investment income was $1.7 million as compared to $3.3 million for the year ended December 31, 2024. The decrease primarily reflects the Company’s change in accounting presentation following its cessation of investment company accounting under Accounting Standard Codification 946 (“ASC 946”) during the quarter ended September 30, 2025. As a result of this change, portfolio investment income recognized during the first half of 2025 continues to be presented within revenue, while portfolio investment income recognized during the second half of 2025 is presented within other income and totaled $2.9 million.

Professional Fees

During the year ended December 31, 2025, and 2024, we had professional fees expense amounting to $2.8 million and $0.6 million, respectively. The increase was due to the increased professional costs related to the launch of our new SUI treasury strategy and includes asset and strategic management fees under our asset and strategic management arrangements.

During the year ended December 31, 2025, and 2024, we had stock-based compensation amounting to $4.4 million and $0, (respectively the “Stock-based Compensation”). The increase was attributable to non-cash compensatory expenses incurred in connection with the issuance of warrants in the Private Placement to certain members of management and a director, as discussed in “Note 8 — Share-Based Compensation” of our condensed financial statements.

Asset and Strategic Management Fees

During the year ended December 31, 2025, we incurred $1.6 million in asset and strategic management fees under our strategic and asset management arrangements. During the year ended December 31, 2024, we incurred no fees in asset and strategic management fees. These fees were calculated based on a tiered schedule applied to our average daily AUM, which includes SUI, cash, and cash equivalents, but excludes assets from our short-term lending business. Fees are calculated monthly in arrears and pro-rated for partial periods due to asset contributions or withdrawals.

These arrangements support our digital asset treasury strategy, including discretionary investment management, staking operations, protocol-specific guidance, and infrastructure alignment. We expect advisory fees to scale with AUM and remain aligned with our long-term strategy to deliver institutional-grade exposure to the Sui blockchain.

Insurance Expense

During the year ended December 31, 2025, and 2024, we had insurance expense amounting to $0.8 million and $0.1 million, respectively. The increase was due to additional directors and officers’ insurance policies that the Company deemed necessary due to our change in strategy.

Unrealized Loss on Digital Assets, Net

During the year ended December 31, 2025, we recognized an unrealized loss, net of $253.6 million compared to no unrealized loss during the year ended December 31, 2024. The net amount reflects a gross unrealized loss of $258.5 million on our digital asset holdings, partially offset by $4.9 million of amortized deferred income related to the discount received on the purchase of SUI tokens as discussed in “Note 3 — Digital Assets” of our financial statements. The remaining deferred income balance of $19.8 million will amortize on a straight line basis over the period to August 30, 2027.

Net Realized and Unrealized Loss / (Gain) on Portfolio Investment

During the year ended December 31, 2025, our net realized and unrealized gain on portfolio investment was $0.5 million, compared to $0.3 million for the year ended December 31, 2024. The decrease of $0.2 million primarily reflects the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946 during the quarter ended September 30, 2025. As a result of this change, net realized and unrealized gain on portfolio investment recognized during the first half of 2025 continues to be presented within operating expenses, while net realized and unrealized loss on portfolio investment recognized in the second half of 2025 is presented within other income and totaled $3.1 million.

Cash Flows for the Year Ended December 31, 2025 and 2024

Net cash used in operating activities was $8.2 million for the year ended December 31, 2025, compared to $5.7 million provided in the prior year. Cash flows provided by operating activities for the year ended December 31, 2024, were primarily related to net proceeds from sales of investments. The decrease in operating cash flow was driven primarily by lower net income, with the Company’s operating loss for the year substantially influenced by significant non-cash charges, including the realized loss on digital assets of $3.3 million, unrealized loss on digital assets of $253.6 million, and net realized and unrealized loss on portfolio investments for $2.6 million for the year ended December 31, 2025. The decrease is also due to the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946 during the quarter ended September 30, 2025. Cash flows provided by operating activities for the year ended December 31, 2024, were primarily related to redemptions and repayments of short-term loans and portfolio investments totaling $9.8 million, offset mostly by the funding of our short-term loans and purchases of portfolio investments aggregating $5.7 million. Operating cash flows were also impacted by changes in working capital, including increases in prepaid expenses and interest and dividend receivable, which reduced cash generated from operations by $0.7 million. These outflows were partially offset by increases in accounts payable and accrued income taxes. For the year ended December 31, 2024, operating cash flows were primarily generated from interest earned on short‑term loans.

The level of cash flow used in or provided by investing activities is affected primarily by our purchase of SUI tokens. For the year ended December 31, 2025, net cash used in investing activities was $195.5 million, as compared to $0 for the year ended December 31, 2024. The use of cash was primarily attributable to purchases of SUI tokens related to the SUI strategy. During the year ended December 31, 2025, non-cash investing activities consisted of the lending of 961,550 SUI tokens to Galaxy Digital LLC and 2,000,000 SUI tokens to BlueFin Labs Inc., representing an aggregate fair value of $8.1 million at the time of the transactions.

The level of cash flows used in or provided by financing activities is affected primarily by the issuance and repurchase of Common Stock and the issuance of warrants in connection with the Private Placement. For the year ended December 31, 2025, net cash provided in financing activities was $219.5 million, as compared to $0 in the year ended December 31, 2024. Cash flows provided in financing activities for the year ended December 31, 2025 were related to the proceeds received from the Private Placement, which was supplemented by the proceeds received from the exercise of stock options and warrants, offset by issuance costs of our private offering and the repurchase of our Common Stock. During the year ended December 31, 2025, non-cash financing activities consisted of the receipt of approximately $191.0 million in SUI tokens and USDT. These digital assets were received from certain investors as a portion of the total consideration provided in connection with the Private Placement.

We have made, and may continue to make, loans to and minority investments in the digital asset, financial technology and artificial intelligence sectors, which subject us to distinct operational, regulatory, valuation, and liquidity risks that are separate from, and in addition to, the risks associated with our digital asset treasury strategy.

In addition to our digital asset treasury strategy, we selectively allocate capital to loans to and minority equity investments in private digital asset, financial technology and artificial intelligence entities that we believe are complementary to our broader investment thesis. These investments diversify our capital allocation but differ in nature and risk profile from our digital asset treasury and staking strategy, and there can be no assurance that these investments will perform in a manner consistent with, or will enhance the value of, our SUI treasury strategy.

Digital assets, financial technology and artificial intelligence are dynamic sectors, each subject to its own rapidly evolving and unsettled regulatory landscape. Financial technology entities in which we invest may be subject to evolving money transmission, banking, consumer protection, and other financial services regulation that varies by jurisdiction. Artificial intelligence entities in which we invest are subject to a separate and equally unsettled body of law, including emerging AI-specific legislation such as the European Union's Artificial Intelligence Act and a growing number of U.S. state AI laws, the application and enforcement of which remain difficult to predict. Changes in, or new interpretations of, the laws and regulations applicable to either sector could materially and adversely affect the business, financial condition, or prospects of the entities in which we invest, and in turn, the value of our investments.

Because these are minority investments, we generally do not, and may not in the future, control the management, strategic direction, development, or commercialization of the underlying technologies or businesses. While we may seek to negotiate board observer rights, information rights, or other protective provisions in connection with such investments, there is no assurance that we will obtain such rights, or that any rights we do obtain will be sufficient to protect our investment or allow us to meaningfully influence the entity's strategic or operational decisions. Other investors in these entities may have business goals and interests that differ from, or conflict with, our own.

These entities are frequently early-stage, unproven, and face significant competition, and their technologies may never be successfully developed, commercialized, or adopted by the market. Our investments in these entities are illiquid and non-marketable at the time of investment, are typically subject to transfer restrictions, and generally have no public trading market. Any return of, or return on, our capital depends on the performance of the technology and the operating company and may depend on a future liquidity event — such as an initial public offering, acquisition, or follow-on financing at a higher valuation — that may never occur, or that may occur on terms less favorable than we anticipate. If any entity in which we hold a minority investment is unable to obtain additional financing, fails to achieve commercial success, or ceases operations, we could lose all or a substantial portion of our invested capital.

As our capital allocated to non-digital-asset investments increases, we may also become subject to additional risks under the Investment Company Act of 1940, as described in the Risk Factor included in our Annual Report and titled “If we were deemed to be an investment company under the 1940 Act, applicable restrictions likely would make it impractical for us to continue segments of our business as currently contemplated.”

Risks Related to Agentic Artificial Intelligence

The rapid development and deployment of AI models capable of autonomous decision-making, task execution, and interaction with external systems with limited or no human oversight—known as agentic artificial intelligence (“agentic AI”)— pose significant and evolving risks to our financial condition and results of operations.

We, our contract counterparties, entities we invest in, or our service providers may integrate agentic AI tools into our operations, including in connection with trading, compliance monitoring, cybersecurity and blockchain analytics. While these tools may enhance efficiency, because these systems operate with reduced human supervision relative to traditional software and earlier AI applications, they also introduce novel and potentially significant risks, including risks related to model accuracy and reliability, unintended actions, data security and privacy, third-party system dependencies, intellectual property, regulatory compliance, and potential liability for outcomes produced or actions taken by such systems. Agentic AI may take actions that are unintended, erroneous, or inconsistent with our policies, risk tolerances, or applicable legal and regulatory requirements. Errors or unintended behaviors may propagate rapidly and at scale before they are detected and corrected, potentially resulting in material financial losses, regulatory violations or reputational harm.

Agentic AI may also significantly enhance the offensive capabilities of malicious actors targeting our systems or infrastructure. Unlike traditional cyberattacks that require sustained human direction, agentic AI can autonomously identify vulnerabilities, adapt attack strategies in real time, and coordinate complex, multi-stage intrusions across various attack surfaces, such as smart contracts, cross-chain protocols and third-party integrations, with minimal human involvement. These AI-driven offensive capabilities may lower the cost and technical expertise required to launch attacks, broaden the pool of potential threat actors, and enable attacks of a speed, scale, and complexity that exceed the capacity of our existing security infrastructure. As a result, traditional perimeter controls and static security rules are no longer the most effective security mechanisms. As agentic AI tools become more widely accessible, we anticipate that the frequency, sophistication, and severity of AI-powered attacks will increase, and there can be no assurance that our defensive measures will keep pace.

Our competitors and other participants in the cryptocurrency industry may also deploy agentic AI in ways that could adversely affect us, including through AI-driven trading strategies that increase market volatility, which could materially and adversely impact the value of our digital assets and our revenues. We may also face increased liability and litigation risk arising from the actions or outputs of agentic AI, and the legal and regulatory frameworks governing autonomous AI-driven actions are unsettled and evolving rapidly. Furthermore, the market for AI talent is highly competitive, and our inability to attract and retain personnel with the specialized expertise necessary to oversee agentic AI or counteract these threats could further impair our ability to manage these risks.

No assurance can be given that we will be able to effectively anticipate, manage, or mitigate the risks associated with agentic AI. The failure to do so could have a material adverse effect on our business, financial condition and results of operations.

As used in this section and unless otherwise indicated, the terms “we,” “us,” “our,” and “the Company” refer to Sui Group Holdings Limited.

The Company also participates in strategic ecosystem initiatives designed to promote adoption and utility of the SUI network. As part of these efforts, the Company has entered into a digital asset lending arrangement with BlueFin Labs Inc., under which the Company has lent 6.0 million SUI tokens and is entitled to a percentage of revenues generated by certain BlueFin operations.

During the six months ended June 30, 2026, we made $6.0 million of strategic investment in artificial intelligence companies, consisting of a $3.0 million investment in Nof1 Holdings, Inc. through a SAFE and a $3.0 million investment in Recursive Superintelligence through an investment structure providing the Company with an indirect beneficial interest in preferred equity interests. Nof1 is an agentic artificial intelligence research and trading technology company focused on developing AI-driven solutions for financial markets, while Recursive Superintelligence is an artificial intelligence research company focused on developing self-improving AI systems. We believe these investments complement our broader strategy of obtaining exposure to emerging technologies, including digital assets, financial technology and artificial intelligence opportunities. These strategic investments are distinct from the Company's traditional specialty finance and loan investment activities.

We also received $0.9 million of redemptions and repayments from legacy investments during the period. As of June 30, 2026, net investments of our traditional specialty finance and loan carried at amortized cost were $13.6 million.

During the three months ended June 30, 2026, we recognized a net realized loss of $ 18.9 million compared to $0 during the three months ended June 30, 2025. The current-period loss primarily reflects a $2.4 million realized loss recognized upon the return of the principal balance of 961,550 SUI tokens receivable from Galaxy Digital, $14.0 million realized loss recognized on additional 4,000,000 SUI loaned to BlueFin. The loss also includes certain adjustments related to previously recognized digital asset activity, partially offset by a $1.1 million realized gain recognized upon the unwind of certain DeFi arrangements. Both the realized loss and realized gain were primarily attributable to fluctuations in the market price of SUI during the period and did not reflect any loss of principal or shortfall in the recovery of the underlying SUI tokens. The realized gain resulted from the recovery and subsequent disposition of digital assets for which impairment losses had been recognized in a prior period, resulting in a lower carrying value upon return of the underlying SUI tokens. The lack of unrealized loss on digital assets for the three months ended June 30, 2025 is due to the Company not investing in digital assets prior to the Private Placement.

Recovery of credit losses

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

For the six months ended June 30, 2026, we generated $0.8 million in staking rewards from our SUI token holdings, compared to $0 for the six months ended June 30, 2025. This income reflects the accrual of 796,302 SUI tokens earned on average 95,538,678 SUI tokens staked, representing approximately 88% of our total SUI holdings during the period. The staking yield remains consistent with our estimated annualized return of 1.7%, and rewards were accrued daily in accordance with our treasury management strategy. The lack of staking revenue for the six months ended June 30, 2025 is due to the Company not engaging in the holding, staking or investment of cryptocurrency prior to the Private Placement.

During the six months ended June 30, 2026, our digital lending interest income was $0.1 million, compared to $0 for the six months ended June 30, 2025. This pertains to the interest income on digital assets lent to the borrowers, as well as yield earned on deployed digital assets as digital asset receivable. Additional information regarding these arrangements is included in Note 4 — Digital Asset Loan Receivable to the accompanying unaudited condensed financial statements. The lack of digital lending interest income for the six months ended June 30, 2025 is due to the Company not engaging in the holding, staking or investment of cryptocurrency prior to the Private Placement.

For the six months ended June 30, 2026, our total investment income was $0, compared to $1.73 million for the six months ended June 30, 2025. The variance is attributable to the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946 with effect from August 2025. Accordingly, investment income for the six months ended June 30, 2026, is classified within other income and totaled $0.8 million.

During the six months ended June 30, 2026, and 2025, we had professional fees expense amounting to $2.1 million and $0.2 million, respectively. The increase was driven primarily by higher professional costs associated with the Company’s strategic transition and expanded public-company activities, including professional fees related to recruiting, accounting and audit‑related services, marketing and public relations in connection with the Company’s rebranding and investor communications, and legal fees related to SEC reporting and regulatory compliance.

During the six months ended June 30, 2026, and 2025, we had stock-based compensation amounting to $3.9 million and $0, respectively. The increase was attributable to non-cash compensatory expenses incurred in connection with the issuance of warrants in the Private Placement to certain members of management, advisors and non-employee director in the third quarter of 2025 and the issuance of warrants to a non-employee director in the first quarter of 2026.

During the six months ended June 30, 2026, we incurred $0.6 million in asset and strategic management fees under our strategic and asset management arrangements, compared to $0 during the six months ended June 30, 2025. These fees were calculated based on a tiered schedule applied to our average daily AUM, which includes SUI, cash, and cash equivalents, but excludes assets from our short-term lending business. Fees are calculated monthly in arrears and pro-rated for partial periods due to asset contributions or withdrawals. Due to the change in operations to our SUI strategy, there were no asset and strategic management fees for the six months ended June 30, 2025.

During the six months ended June 30, 2026, and 2025, we had compensation expense amounting to $0.9 million and $0.4 million, respectively. The increase was primarily to additional salary paid to certain personnel beginning in the third quarter of 2025 and the appointment of three new independent directors in connection with the Company’s strategic transition.

Insurance expense

During the six months ended June 30, 2026, and 2025, we had insurance expense amounting to $0.9 million and $24 thousand, respectively. The increase was due to additional directors’ and officers’ insurance policies that the Company deemed necessary due to our change in strategy.

Unrealized loss on digital assets and receivable, net

During the six months ended June 30, 2026, we recognized a net unrealized loss of $16.4 million compared to $0 during the six months ended June 30, 2025. The net amount reflects a gross unrealized loss of $22.3 million on our digital asset and receivable holdings, partially offset by $5.9 million of amortized deferred income related to the discount received on the purchase of SUI tokens as discussed in “Note 3 — Digital Assets” of our financial statements. The remaining deferred income balance of $13.8 million will amortize on a straight-line basis over the period to August 30, 2027. This is due to decrease in the price of the SUI token during the current reporting period. Due to the change in operations to our SUI strategy, there were no unrealized gains or losses on digital assets and receivable for the six months ended June 30, 2025.

During the six months ended June 30, 2026, we recognized a net realized loss of $53.8 million compared to $0 during the six months ended June 30, 2025. The current-period loss primarily reflects a $38.5 million realized loss associated with the transfer of 11,900,024 SUI tokens to Galaxy Digital for deployment in blockchain protocol participation, stablecoin-related strategies, and selective DeFi activities. The net realized loss also includes a $2.4 million realized loss recognized upon the return of the principal balance of 961,550 SUI tokens receivable from Galaxy Digital and $14.0 million realized loss recognized on additional 4,000,000 SUI loaned to BlueFin, partially offset by a $1.1 million realized gain recognized upon the unwind of certain DeFi arrangements. Both the realized loss and realized gain were primarily attributable to fluctuations in the market price of SUI during the period and did not reflect any loss of principal or shortfall in the recovery of the underlying SUI tokens. The realized gain primarily resulted from the recovery of digital assets for which impairment losses had been recognized in a prior period. Due to the change in operations to our SUI strategy, there were no realized gains or losses for the six months ended June 30, 2025.

Net realized and unrealized gain/loss on investment

During the six months ended June 30, 2026, our net realized and unrealized gain on investment was $0, compared to $0.5 million for the six months ended June 30, 2025. The decrease primarily reflects the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946 during the quarter ended September 30, 2025. As a result, realized and unrealized gains and losses are no longer presented within this line item and are instead reflected within other income (expense).

During the six months ended June 30, 2026, net realized and unrealized loss on investment of $10.7 million was recognized within other income, primarily reflecting downward fair value adjustments on certain legacy investment and loan-related positions due to increased credit risk and uncertainly arising from borrower delinquencies, and refinancing delays which outwaited mitigating factors such as guarantor support and prior repayment history as of June 30, 2026.

During the six months ended June 30, 2026, the Company recognized impairment charges of $1.4 million on its digital asset receivable. The impairment primarily reflected declines in the market price of SUI below the cost basis of certain receivable positions associated with previously deployed DeFi arrangements. The impairment did not result from a shortfall in the recovery of the underlying digital assets or a loss of principal, but rather from decreases in the fair value of the underlying SUI tokens. No such impairment was recognized during the six months ended June 30, 2025, as the Company did not hold digital asset receivables during the comparable prior-year period.