TSUI 10-K & 10-Q changes, risk factors and insider trading
21Shares Sui Staking ETF · Nasdaq · Commodity Contracts Brokers & Dealers · CIK 2061626 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare..
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the Risk Factors last reported under “Part II, Item 1A. Risk Factors” of the Trust’s Quarterly Report on Form 10-Q for the period ended March 31, 2026.
Removed heading “The Trust Agreement includes a provision restricting Shareholders’ right to bring a derivative action.”
Largest changes
“Under Section 7.4 of the Trust Agreement, Shareholders’ statutory right under Delaware law to bring a derivative action (i.e., to initiate a lawsuit in the name of the Trust in order to assert a claim belonging to the Trust against a fiduciary of the Trust or against a third-party when the Trust’s management has refused to do so) is restricted. …”see in full comparison
“The Trust Agreement includes a provision restricting Shareholders’ right to bring a derivative action.”see in full comparison
“These provisions apply to any derivative actions brought in the name of the Trust other than derivative claims brought under the federal U.S. securities laws and the rules and regulations thereunder. The enforceability of Section 7.04’s derivative action threshold and procedural requirements under applicable federal or state law has not been definitively established. …”see in full comparison
“In addition to the 10% ownership threshold described above, the Trust Agreement imposes the following further procedural conditions on any Shareholder seeking to bring a derivative action on behalf of the Trust: …”see in full comparison
“A Shareholder wishing to bring a derivative action on behalf of the Trust must satisfy both the 10% ownership threshold and the pre-suit demand process described above before commencing any such action, suit or other proceeding, further limiting the ability of a Shareholder to seek redress in the name of the Trust. …”see in full comparison
“Moreover, if Shareholders bringing a derivative action, suit or proceeding pursuant to this provision of the Trust Agreement do not hold 10% of the outstanding Shares on the date such an action, suit or proceeding is brought, or such Shareholders are unable to maintain Share ownership meeting the 10% threshold throughout the duration of the action, suit or proceeding, such Shareholders’ derivative action may be subject to dismissal. …”see in full comparison
Full comparison: every changed paragraph (10)
There have been no material changes to the Risk Factors last reported under “Part II, Item 1A. Risk Factors” of the Trust’s Quarterly Report on Form 10-Q for the period ended March 31, 2026.
You should carefully consider
the risk factors discussed below as well as the risk factors discussed in Part I, Item 1A. “Risk Factors” in our Registration
Statement on Form S-1 (our “Registration Statement), which could materially affect our business, financial condition or future
results. Other than as described herein, there have been no material changes in our risk factors from those disclosed in our Registration
Statement.
The risks described below
and in our Registration Statement are not the only risks facing the Trust. You should also consider any risks and uncertainties described
under the caption “Risk Factors” in any applicable prospectus, prospectus supplement, registration statement or other document
that we file with the SEC before or after the date of this prospectus that is incorporated by reference herein. Additional risks and
uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business,
financial condition and/or operating results.
The Trust Agreement
includes a provision restricting Shareholders’ right to bring a derivative action.
Under Section 7.4 of the
Trust Agreement, Shareholders’ statutory right under Delaware law to bring a derivative action (i.e., to initiate a lawsuit in
the name of the Trust in order to assert a claim belonging to the Trust against a fiduciary of the Trust or against a third-party when
the Trust’s management has refused to do so) is restricted. Under Delaware law, a shareholder may bring a derivative action if
the shareholder is a shareholder at the time the action is brought and either (i) was a shareholder at the time of the transaction at
issue or (ii) acquired the status of shareholder by operation of law or the Trust’s governing instrument from a person who was
a shareholder at the time of the transaction at issue. Additionally, Section 3816(e) of the Delaware Statutory Trust Act specifically
provides that a “beneficial owner’s right to bring a derivative action may be subject to such additional standards and restrictions,
if any, as are set forth in the governing instrument of the statutory trust, including, without limitation, the requirement that beneficial
owners owning a specified beneficial interest in the statutory trust join in the bringing of the derivative action.” In addition
to the requirements of applicable law and in accordance with Section 3816(e) of the Delaware Statutory Trust Act, the Trust Agreement
provides that no Shareholder will have the right, power or authority to bring or maintain a derivative action, suit or other proceeding
on behalf of the Trust unless two or more Shareholders who are eligible to bring such derivative action under the Delaware Trust Statute
and who (i) are not “Affiliates” (as defined in the Trust Agreement and below) of one another and (ii) collectively hold
at least 10% of the outstanding Shares join in the bringing or maintaining of such action, suit or other proceeding. “Affiliate”
means (i) any Person directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities
of such Person, (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held
with power to vote by such Person, (iii) any Person, directly or indirectly, controlling, controlled by or under common control of such
Person, (iv) any employee, officer, director, member, manager or partner of such Person, or (v) if such Person is an employee, officer,
director, member, manager or partner, any Person for which such Person acts in any such capacity; and “Person” means any
natural person and any partnership, limited liability company, statutory trust, corporation, association, or other legal entity.
In addition to the 10% ownership
threshold described above, the Trust Agreement imposes the following further procedural conditions on any Shareholder seeking to bring
a derivative action on behalf of the Trust: (1) prior to bringing any such action, two or more non-affiliated Shareholders collectively
holding at least 10% of the outstanding Shares must first make a pre-suit demand upon the Sponsor to bring the subject action, unless
an effort to cause the Sponsor to bring such an action is not likely to succeed (a demand shall only be deemed not likely to succeed,
and therefore excused, if the Sponsor has a personal financial interest in the transaction at issue, and the Sponsor shall not be deemed
interested in a transaction or otherwise disqualified from ruling on the merits of a Shareholder demand by virtue of the fact that the
Sponsor receives remuneration for his or her service as Sponsor of the Trust or as a trustee or director of one or more trusts that are
under common management with or otherwise affiliated with the Trust); and (2) unless a demand is excused pursuant to clause (1) of this
paragraph, the Sponsor must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis
of such claim and the Sponsor shall be entitled to retain counsel or other advisors in considering the merits of the request, and the
Sponsor shall require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisor
in the event the Sponsor determines not to take action. Any decision by the Sponsor to bring, maintain, or compromise (or not to bring,
maintain, or compromise) any such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be made
by the Sponsor in good faith and shall be binding upon the Shareholders. In addition to claims that must be brought derivatively under
applicable law, the Trust Agreement requires that any claim affecting all Shareholders of the Trust proportionately, based on their number
of Shares of the Trust, must also be brought as a derivative claim subject to these conditions, regardless of whether such claim involves
a violation of a Shareholder’s rights under the Trust Agreement or any other alleged violation of contractual or individual rights
that might otherwise give rise to a direct claim (and regardless, in each case, of whether such claims sound in tort, fraud or otherwise,
or are based on common law, statutory, equitable, legal or other grounds).
These provisions apply to
any derivative actions brought in the name of the Trust other than derivative claims brought under the federal U.S. securities laws and
the rules and regulations thereunder. The enforceability of Section 7.04’s derivative action threshold and procedural requirements
under applicable federal or state law has not been definitively established. The 10% ownership threshold and procedural requirements
represent contractual restrictions on derivative actions authorized by Section 3816(e) of the Delaware Statutory Trust Act, which expressly
permits trust instruments to modify or restrict the rights of beneficial owners to bring derivative actions. However, the application
of such a threshold in the context of a registered exchange-traded product has not been comprehensively addressed by the courts. Accordingly,
it is possible that a court could decline to enforce the Trust’s 10% threshold and procedural requirements.
A Shareholder wishing to
bring a derivative action on behalf of the Trust must satisfy both the 10% ownership threshold and the pre-suit demand process described
above before commencing any such action, suit or other proceeding, further limiting the ability of a Shareholder to seek redress in the
name of the Trust. Due to these additional requirements, a Shareholder attempting to bring or maintain a derivative action in the name
of the Trust will be required to locate other Shareholders with which it is not affiliated and that have sufficient Shares to meet the
10% threshold based on the number of Shares outstanding on the date the claim is brought and thereafter throughout the duration of the
action, suit or proceeding. Shareholders wishing to satisfy this ownership threshold would need to identify and coordinate with other
Shareholders of the Trust. Because the Trust’s Shares are held in book-entry form through the DTC and beneficial ownership information
is not publicly available, individual investors may face substantial difficulty in locating other Shareholders. There is no mechanism
established by the Trust to facilitate such shareholder coordination, and the Trust is not required to assist Shareholders in identifying
one another. Accordingly, even Shareholders who believe they have a legitimate derivative claim may, as a practical matter, be unable
to satisfy the 10% threshold and bring an action. Even if successful, this may be difficult and may result in increased costs to a Shareholder
attempting to seek redress in the name of the Trust in court.
Moreover, if Shareholders
bringing a derivative action, suit or proceeding pursuant to this provision of the Trust Agreement do not hold 10% of the outstanding
Shares on the date such an action, suit or proceeding is brought, or such Shareholders are unable to maintain Share ownership meeting
the 10% threshold throughout the duration of the action, suit or proceeding, such Shareholders’ derivative action may be subject
to dismissal. As a result, the Trust Agreement limits the likelihood that a Shareholder will be able to successfully assert a derivative
action in the name of the Trust, even if such Shareholder believes that he or she has a valid derivative action, suit or other proceeding
to bring on behalf of the Trust.
Because the Trust’s
Shares are held in book-entry form through DTC, the beneficial owners of Shares are generally not reflected on the Trust’s share
register. Accordingly, any shareholder or group of Shareholders seeking to establish that they collectively hold at least 10% of the
outstanding Shares must provide documentary evidence of their beneficial ownership as of the date of the derivative demand. Acceptable
evidence may include broker statements, DTC participant confirmations, account statements from a registered broker-dealer or bank that
is a DTC participant, or such other documentation as the Trust may reasonably require.
Management's Discussion & Analysis (MD&A)
Largest changes
Thesee in full comparisonTrust'sTrust’s NAVincreaseddecreased from$13,921,170 on December 31, 2025 to$15,092,444 on March 31,2026.2026Ontoa per-share basis, the NAV per Share decreased from $27.84$12,637,858 onDecemberJune31, 2025 (as retroactively adjusted to reflect the 2-for-1 reverse share split effective February 22, 2026) to $17.55 on March 31,30, 2026, adeclinedecrease of36.96%.16.26%.DespiteThe decrease resulted primarily from a36.69%20.45% decline in the price ofSUISUI, which fell from$1.39 on December 31, 2025 to$0.88 on March 31, 2026 to $0.70 on June 30, 2026,thepartiallyTrust'soffsettotal NAV increased due toby a net increase inSUISharesholdingsoutstandingasfroma860,000resultonofMarch380,00031,new2026 to 910,000 on June 30, 2026, reflecting 170,000 Shares (3817 Creation Baskets)beingcreated and20,000120,000 Shares (212 Creation Baskets)beingredeemed during thequarter, as well as Staking Rewards earned during the period.quarter. The Trust had97.69%94.75% of its SUI holdings staked as ofMarchJune31,30, 2026, with an average of68.58%95.74% staked on a daily basis during theperiod from February 24, 2026 (commencement of investment operations) through March 31, 2026.quarter.
The Trust’s investment objective is to seek to track the performance of SUI, as measured by the performance of the CME CF Sui - Dollar Reference Rate—New York Variant (the “Pricing Benchmark”), adjusted for the Trust’s expenses and other liabilities, and to reflect rewards from staking a portion of the Trust’s SUI, to the extent the Sponsor in its sole discretion determines that the Trust may do so without undue legal or regulatory risk, such as, without limitation, the risk of jeopardizing the Trust’s ability to qualify as a grantor trust for U.S. Federal income tax purposes. In seeking to achieve its investment objective, the Trust holds SUI and the Administrator valuessee in full comparisonitsthe Shares daily as of 4:00 p.m. ET based on the Pricing Benchmark. On June 30, 2026, the Sponsor provided notice to the Pricing Benchmark Provider of the termination, effective August 31, 2026, of the licensing agreement between the Sponsor and the Pricing Benchmark Provider relating to the use of the Pricing Benchmark. The Sponsor intends to enter into a licensing agreement with FTSE on or about August 24, 2026, whereby FTSE will provide each of the Sponsor, the Trust, and their affiliates a non-exclusive, non-transferable, non-sub-licensable, worldwide license to access, view and use FTSE index data to develop, create, calculate, settle, maintain or support and market the Trust. Accordingly, the change in pricing benchmark provider is not expected to have a material impact on the Trust's net asset value, the fair value measurement of the Trust's SUI, or the Trust's results of operations, and does not represent a change in accounting principle. The change will be applied prospectively from the date the successor benchmark becomes effective.
Net decrease in net assets resulting from operations for the three months endedsee in full comparisonMarchJune31,30, 2026 was $(5,671,1083,362,720),resultingconsistingfromof a net change in unrealized depreciation on investment in SUI of $(5,423,3522,203,432), a net realized loss of $(259,0941,160,477)fromon SUI sold forredemptions,the redemption of Shares, a net realized loss of $(7,436) on SUI sold to pay the Sponsor Fee, and a net realized loss of $(1,81416,498)fromon SUI soldtoforpay the Sponsor Fee,distributions, partially offset by net investment income of$12,798,$23,426, a net realized gain of$59$81 on in-kind liabilities paid, and a net change in unrealized appreciation on the Sponsor Fee payable of$295.$1,616. Net investment income comprisedstakingStakingincomeRewards of$22,491,$46,205, less the Sponsor Fee of$4,070$11,228 and the Staking Fee of$5,623.$11,551.OtherInthanaddition to net assets resulting from operations, the Trust paid total staking income distributions of $53,101 ($0.048174 per Share on May 14, 2026 and $0.016531 per Share on June 29, 2026) to Shareholders during the quarter. Except for the Sponsor Fee and the Staking Fee, the Trust had no other expenses during thequarter.three months ended June 30, 2026.
Net decrease in net assets resulting from operations for the period was $(see in full comparison8,612,76811,975,488), resulting from a net change in unrealized depreciation on investment in SUI of $(8,365,01210,568,444),a net realized loss of $(259,094) from SUI sold for redemptions, anda net realized loss of $(1,8141,419,555) from SUI sold for redemptions, a net realized loss of $(9,266) from SUI sold to pay the Sponsor Fee, and a net realized loss of $(16,498) from SUI sold for distributions, partially offset by net investment income of$12,798,$36,224, a net realized gain of$59$140 on in-kind liabilities paid, and a net change in unrealized appreciation on Sponsor Fee payable of$295.$1,911. Net investment income comprisedstakingStakingincomeRewards of$22,491,$68,696, less the Sponsor Fee of$4,070$15,298 and the Staking Fee of$5,623.$17,174.OtherExceptthanfor the Sponsor Fee and Staking Fee, the Trust had no other expenses during the period.
The 21Shares Sui ETF (the “Trust”) is a Delaware statutory trust, formed on January 7, 2025, pursuant to the DSTA.see in full comparisonCSC DelawareThe TrustCompany,operatesserves aspursuant to thetrusteeTrustof the Trust.Agreement. The Trust was initially registered with the name of Jura Pentium Trust 5. The Trust changed its name from Jura Pentium Trust 5 to 21Shares Sui ETF on April 23, 2025. The Trust is not registered as an investment company under the 1940 Act and is not a commodity pool for purposes of the Commodity Exchange Act. The Trust is managed and controlled by the Sponsor. The Sponsor is a limited liability company formed in the state of Delaware on June 16, 2021, and is a wholly owned subsidiary of 21co Holdings Limited. The ultimate parent company of 21co Holdings Limited is FalconX. The Sponsor is not subject to regulation by the Commodity Futures Trading Commission as a commodity pool operator with respect to the Trust, or a commodity trading advisor with respect to the Trust. The Trust is an exchange-traded fund that issues common shares of beneficial interest representing fractional undivided beneficial interests in its net assets that trade on the Exchange. The Shares are listed for trading on the Exchange under the ticker symbol “TSUI”.
“Coinbase, Anchorage, and BitGo are the custodians for the Trust and hold all of the Trust’s SUI on the Trust’s behalf. The Transfer Agent, the Administrator, and the Cash Custodian, is Bank of New York Mellon. The Shares are listed for trading on the Exchange under the ticker symbol “TSUI”.”see in full comparison
Full comparison: every changed paragraph (16)
The 21Shares Sui ETF (the
“Trust”) is a Delaware statutory trust, formed on January 7, 2025, pursuant to the DSTA. CSC DelawareThe Trust Company,operates serves
aspursuant to the trusteeTrust of the Trust.Agreement. The Trust was initially registered with the name of Jura Pentium Trust 5. The Trust changed its name from
Jura Pentium Trust 5 to 21Shares Sui ETF on April 23, 2025. The Trust is not registered as an investment company under the 1940 Act and
is not a commodity pool for purposes of the Commodity Exchange Act. The Trust is managed and controlled by the Sponsor. The Sponsor is
a limited liability company formed in the state of Delaware on June 16, 2021, and is a wholly owned subsidiary of 21co Holdings
Limited. The ultimate parent company of 21co Holdings Limited is FalconX. The Sponsor is not subject to regulation by the Commodity Futures
Trading Commission as a commodity pool operator with respect to the Trust, or a commodity trading advisor with respect to the Trust. The Trust is an exchange-traded fund that issues common shares of beneficial interest representing fractional undivided beneficial interests in its net assets that trade on the Exchange. The Shares are listed for trading on the Exchange under the ticker symbol “TSUI”.
Coinbase, Anchorage, and
BitGo are the custodians for the Trust and hold all of the Trust’s SUI on the Trust’s behalf. The Transfer Agent, the Administrator,
and the Cash Custodian, is Bank of New York Mellon. The Shares are listed for trading on the Exchange under the ticker symbol “TSUI”.
The Trust’s investment
objective is to seek to track the performance of SUI, as measured by the performance of the CME CF Sui - Dollar Reference Rate—New
York Variant (the “Pricing Benchmark”), adjusted for the Trust’s expenses and other liabilities, and to reflect rewards
from staking a portion of the Trust’s SUI, to the extent the Sponsor in its sole discretion determines that the Trust may do so
without undue legal or regulatory risk, such as, without limitation, the risk of jeopardizing the Trust’s ability to qualify as
a grantor trust for U.S. Federal income tax purposes. In seeking to achieve its investment objective, the Trust holds SUI and the Administrator values
its the Shares daily as of 4:00 p.m. ET based on the Pricing Benchmark. On June 30, 2026, the Sponsor provided notice to the Pricing Benchmark Provider of the termination, effective August 31, 2026, of the licensing agreement between the Sponsor and the Pricing Benchmark Provider relating to the use of the Pricing Benchmark. The Sponsor intends to enter into a licensing agreement with FTSE on or about August 24, 2026, whereby FTSE will provide each of the Sponsor, the Trust, and their affiliates a non-exclusive, non-transferable, non-sub-licensable, worldwide license to access, view and use FTSE index data to develop, create, calculate, settle, maintain or support and market the Trust. Accordingly, the change in pricing benchmark provider is not expected to have a material impact on the Trust's net asset value, the fair value measurement of the Trust's SUI, or the Trust's results of operations, and does not represent a change in accounting principle. The change will be applied prospectively from the date the successor benchmark becomes effective.
Pursuant to a subscription agreement, on November 18, 2025, the Sui Foundation, a Cayman Islands foundation company, purchased from the Trust 1,000,000 (500,000 Shares as retroactively adjusted for the Share Split) Shares for an aggregate purchase price of 10,000,000 SUI tokens.
On February 23, 2026, the
Seed Capital Investor, subject to conditions, purchased the Initial Seed Creation Baskets. Total proceeds to the Trust from the sale
of the Initial Seed Creation Baskets were $348,573.$348,574. Delivery of the Initial Seed Creation Baskets was made on February 24, 2026. These
Initial Seed Creation Baskets were redeemed for cash on March 4, 2026.
The Trust issues Shares
only in Creation Baskets of 10,000 or multiples thereof. Creation Baskets are issued and redeemed in exchange for cash.cash or in-kind for SUI. Individual Shares
will not be redeemed by the Trust but are listed and traded on the Exchange under the ticker symbol “TSUI.” The Trust issues
Shares in Creation Baskets on a continuous basis at the applicable NAV per Share on the creation order date.
The Trust pays the unitary
Sponsor fee of 0.30% of the Trust’s NAV (the “Sponsor Fee”). The Sponsor Fee is paid by the Trust to the Sponsor as
compensation for services performed under the Trust Agreement. The Trust incurred Sponsor Fee for the three months ended MarchJune 31,30, 2026
and the period from November 18, 2025 (date of initial seeding) through MarchJune 31,30, 2026 of $4,070$11,228 and $4,070,$15,298, respectively. The Sponsor
Fee accrues daily and is payable in SUI weekly in arrears. The Administrator calculates the Sponsor Fee on a daily basis by applying a
0.30%an annualized rate to the Trust’s NAV, and the amount of SUI payable in respect of each daily accrual is determined by reference
to the Pricing Benchmark. The Sponsor has agreed to pay all operating expenses (except for litigation expenses and other extraordinary
expenses) out of the Sponsor Fee.
The rewards owed or paid
to the Staking Services Provider reducesreduce the amount of SUI rewards that are generated from the Trust’s Staking Activities that
are available in the assets of the Trust. Each Staking Services Provider that generates staking rewards is entitled to compensation determined
as a portion of the staking rewards, which is generally expected to be determined by a low single-digit percentage of the overall rewards
amount (the “Staking Provider Consideration”). The Staking Provider Consideration is paid directly to the Staking Services
Provider from the staking rewards or indirectly through the Custodians’ own accounts. The Trust pays 25% of the staking rewards
generated by the Trust’s Staking Activities after deduction of the Staking Provider Consideration to the Sponsor, and retains the
remainder.
The NAV of the Trust is used
by the Trust in its day-to-day operations to measure the net value of the Trust’s assets. The NAV is calculated on each day other
than a day when the Exchange is closed for regular trading (a “Business Day”) and is equal to the aggregate value of the
Trust’s assets less its liabilities based on the Pricing Benchmark price. In determining the NAV of the Trust on any Business Day,
the Administrator calculates the price of the SUI held by the Trust as of 4:00 p.m. ET on such day. The Administrator also calculates
the “NAV per Share” of the Trust, which equals the NAV of the Trust divided by the number of outstanding Shares.
NAV and NAV per Share are not measures calculated in accordance with GAAP and are not intended as substitutes for Principal Market NAV and Principal Market NAV per Share, respectively.
For the Three Months Ended MarchJune 31,30, 2026*
The Trust'sTrust’s NAV increaseddecreased from $13,921,170 on December 31, 2025 to
$15,092,444 on March 31, 2026.2026 Onto a per-share basis, the NAV per Share decreased from $27.84$12,637,858 on DecemberJune 31, 2025 (as retroactively adjusted
to reflect the 2-for-1 reverse share split effective February 22, 2026) to $17.55 on March 31,30, 2026, a declinedecrease of 36.96%.16.26%. DespiteThe decrease resulted primarily from a 36.69%
20.45% decline in the price of SUISUI, which fell from $1.39 on December 31, 2025 to $0.88 on March 31, 2026 to $0.70 on June 30, 2026, thepartially Trust'soffset total NAV increased due toby a net increase
in SUIShares holdingsoutstanding asfrom a860,000 resulton ofMarch 380,00031, new2026 to 910,000 on June 30, 2026, reflecting 170,000 Shares (3817 Creation Baskets) being created and 20,000120,000 Shares (212 Creation Baskets) being redeemed during the quarter,
as well as Staking Rewards earned during the period.quarter. The Trust had 97.69%94.75% of its SUI holdings staked as of MarchJune 31,30, 2026, with an average
of 68.58%95.74% staked on a daily basis during the period from February 24, 2026 (commencement of investment operations) through March 31, 2026.quarter.
Net decrease in net assets resulting from operations for the three
months ended MarchJune 31,30, 2026 was $(5,671,1083,362,720), resultingconsisting fromof a net change in unrealized depreciation on investment in SUI of $(5,423,3522,203,432),
a net realized loss of $(259,0941,160,477) fromon SUI sold for redemptions,the redemption of Shares, a net realized loss of $(7,436) on SUI sold to pay the Sponsor Fee, and a net realized loss of $(1,81416,498) fromon SUI sold tofor pay the Sponsor
Fee,distributions, partially offset by net investment income of $12,798,$23,426, a net realized gain of $59$81 on in-kind liabilities paid, and a net change in
unrealized appreciation on the Sponsor Fee payable of $295.$1,616. Net investment income comprised stakingStaking incomeRewards of $22,491,$46,205, less the Sponsor Fee
of $4,070$11,228 and the Staking Fee of $5,623.$11,551. OtherIn thanaddition to net assets resulting from operations, the Trust paid total staking income distributions of $53,101 ($0.048174 per Share on May 14, 2026 and $0.016531 per Share on June 29, 2026) to Shareholders during the quarter. Except for the Sponsor Fee and the Staking Fee, the Trust had no other expenses during the quarter.three months ended June 30, 2026.
For the period from November 18, 2025 (date
of initial seeding) through MarchJune 31,30, 2026* The Trust commenced operations on November 18, 2025 when the Sui Foundation,
a Cayman Islands foundation company, purchased 500,000 Shares (as retroactively adjusted to reflect the 2-for-1 reverse share split effective
February 22, 2026) for an aggregate purchase price of 10,000,000 SUI tokens at a NAV per Share of $33.72. The price of SUI declined 47.93%
58.58% from $1.69 on November 18, 2025 to $0.88$0.70 on MarchJune 31,30, 2026, resulting in a NAV per Share decrease from $33.72 to $17.55,$13.89, a decline of
47.95%. 58.81%.
Net decrease in net assets resulting from operations for the period
was $(8,612,76811,975,488), resulting from a net change in unrealized depreciation on investment in SUI of $(8,365,01210,568,444), a net realized loss of
$(259,094) from SUI sold for redemptions, and a net realized loss of $(1,8141,419,555) from SUI sold for redemptions, a net realized loss of $(9,266) from SUI sold to pay the Sponsor Fee, and a net realized loss of $(16,498) from SUI sold for distributions, partially offset by
net investment income of $12,798,$36,224, a net realized gain of $59$140 on in-kind liabilities paid, and a net change in unrealized appreciation
on Sponsor Fee payable of $295.$1,911. Net investment income comprised stakingStaking incomeRewards of $22,491,$68,696, less the Sponsor Fee of $4,070$15,298 and the Staking
Fee of $5,623.$17,174. OtherExcept thanfor the Sponsor Fee and Staking Fee, the Trust had no other expenses during the period.
The Sponsor is not required to pay any extraordinary or non-routine expenses. Extraordinary expenses are fees and expenses which are unexpected or unusual in nature, such as legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses. Extraordinary fees and expenses also include material expenses which are not currently anticipated obligations of the Trust. The Trust will be responsible for the payment of such expenses to the extent any such expenses are incurred. Routine operational, administrative, and other ordinary expenses are not deemed extraordinary expenses. The Trust will sell SUI on an as-needed basis to pay the Sponsor Fee and the Staking Fee.
TSUI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding TSUI (13F)
None of the 59 investors we track reported a position in their latest 13F.