Grayscale Sui Staking ETF 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our audited financial statements and related notes included elsewhere in this Annual Report, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Annual Report, particularly in “Item 1A. Risk Factors” and “Forward-Looking Statements.” Trust Overview The Trust is a passive entity that is managed and administered by the Sponsor and does not have any officers, directors or employees. As of December 31, 2025, the Trust holds SUI and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of SUI. On February 17, 2026, in connection with the effectiveness of the registration statement on Form S-1 (File No. 333-291974), as amended, the Sponsor authorized the commencement of a redemption program. Shares of the Trust began trading on NYSE Arca on February 18, 2026, following the effectiveness of the Trust’s registration statement on Form S-1, as amended. The Trust issues Shares only in one or more blocks of 10,000 Shares (a block of 10,000 Shares is called a “Basket”) to certain Authorized Participants from time to time. Baskets are offered in exchange for SUI. Through its redemption program, the Trust redeems Shares from Authorized Participants on an ongoing basis. As a passive investment vehicle, the Trust’s investment objective is for the value of the Shares (based on SUI per Share) to reflect the value of the SUI held by the Trust, determined by reference to the Index Price, less the Trust’s expenses and other liabilities. While an investment in the Shares is not a direct investment in SUI, the Shares are designed to provide investors with a cost-effective and convenient way to gain investment exposure to SUI. The Trust is not managed like a business corporation or an active investment vehicle. The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective. Prior to December 19, 2025, the Trust valued the SUI held by the Trust for operational purposes by reference to the CoinDesk Sui Reference Rate. As of December 19, 2025, the Index is the CoinDesk Sui Benchmark Rate (formerly known as the CoinDesk SUI CCIXber Reference Rate). As of December 19, 2025, the NAV and NAV per Share of the Trust is calculated using the Index Price based on the CoinDesk Sui Benchmark Rate. Prior to December 19, 2025, references to the “Index” in the Trust’s filings with the SEC, including this Annual Report on Form 10-K, refer to the CoinDesk Sui Reference Rate. From and after December 19, 2025, references to the “Index” in the Trust’s filings with the SEC are to the CoinDesk Sui Benchmark Rate. Historically, and as of December 31, 2025, the Trust has not met its investment objective and, prior to their uplisting to NYSE Arca on February 18, 2026, the Shares quoted on OTCQB did not reflect the value of the SUI held by the Trust, less the Trust’s expenses and other liabilities, but instead had traded at both premiums and discounts to such value, which at times were substantial, although the Sponsor has observed that the Trust has begun to meet its investment objective more closely following the uplisting of the Shares to NYSE Arca. Listing on NYSE Arca Shares of the Trust began trading on NYSE Arca on February 18, 2026, under the ticker symbol “GSUI.” Commencement of Redemption Program In connection with the uplisting of the Shares, the Sponsor authorized the commencement of the Trust’s redemption program in reliance on Regulation M exemptive relief available to similarly situated commodity-based exchange traded products. Critical Accounting Policies and Estimates Investment Transactions and Revenue Recognition The Trust considers investment transactions to be the receipt of SUI by the Trust in connection with Share creations and the delivery of SUI by the Trust in connection with Share redemptions or for payment of expenses in SUI. As of December 31, 2025, the Trust was not accepting redemption requests. However, the Sponsor of the Trust has since authorized the commencement of the Trust’s redemption program on February 18, 2026 in connection with the uplisting of the Shares to NYSE Arca. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Sponsor’s Fee in SUI. 92 Principal Market and Fair Value Determination To determine which market is the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust’s net asset value in accordance with U.S. GAAP (“Principal Market NAV”), the Trust follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820-10, Fair Value Measurement, which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for SUI in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Trust to assume that SUI is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. The Trust only receives SUI in connection with a creation order from the Authorized Participant (or a Liquidity Provider) and does not itself transact on any Digital Asset Markets. Therefore, the Trust looks to market-based volume and level of activity for Digital Asset Markets. The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets (referred to as “Trading Platform Markets” in this Annual Report), each as defined in the FASB ASC Master Glossary (collectively, “Digital Asset Markets”). In determining which of the eligible Digital Asset Markets is the Trust’s principal market, the Trust reviews these criteria in the following order: • First, the Trust reviews a list of Digital Asset Markets that maintain practices and policies designed to comply with anti-money laundering (“AML”) and know-your-customer (“KYC”) regulations, and non-Digital Asset Trading Platform Markets that the Trust reasonably believes are operating in compliance with applicable law, including federal and state licensing requirements, based upon information and assurances provided to it by each market. • Second, the Trust sorts these Digital Asset Markets from high to low by market-based volume and level of activity of SUI traded on each Digital Asset Market in the trailing twelve months. • Third, the Trust then reviews pricing fluctuations and the degree of variances in price on Digital Asset Markets to identify any material notable variances that may impact the volume or price information of a particular Digital Asset Market. • Fourth, the Trust then selects a Digital Asset Market as its principal market based on the highest market-based volume, level of activity and price stability in comparison to the other Digital Asset Markets on the list. Based on information reasonably available to the Trust, Trading Platform Markets have the greatest volume and level of activity for the asset. The Trust therefore looks to accessible Trading Platform Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market. As a result of the aforementioned analysis, a Trading Platform Market has been selected as the Trust’s principal market. 93 The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market’s price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust’s determination of its principal market. The cost basis of the SUI received by the Trust in connection with a creation order is recorded by the Trust at the fair value of SUI at 4:00 p.m., New York time, on the creation date for financial reporting purposes. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors. Investment Company Considerations The Trust is an investment company for U.S. GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services—Investment Companies. The Trust uses fair value as its method of accounting for SUI in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company un der the Investment Company Act. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material. Review of Financial Results Financial Highlights for the Year Ended December 31, 2025 and the Period from August 1, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 (All amounts in the following table and the subsequent paragraphs, except Share, SUI and price of SUI amounts, are in thousands) Year Ended December 31, 2025 August 1, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 Net realized and unrealized (loss) gain on investment in SUI $ (8,548 ) $ 4,977 Net (decrease) increase in net assets resulting from operations $ (8,782 ) $ 4,932 Net assets (1) $ 4,301 $ 12,635 (1) Net assets in the above table and subsequent paragraphs are calculated in accordance with U.S. GAAP based on the Digital Asset Market price of SUI on the Digital Asset Trading Platform that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date. Net realized and unrealized loss on investment in SUI for the year ended December 31, 2025 was ($8,548), which includes a realized gain of $35 on the transfer of SUI to pay the Sponsor’s Fee and net change in unrealized appreciation/depreciation on investment in SUI of ($8,583). Net realized and unrealized loss on investment in SUI for the period was driven by SUI price depreciation from $4.17 per SUI as of December 31, 2024 to $1.40 per SUI as of December 31, 2025. Net decrease in net assets resulting from operations was ($8,782) for the year ended December 31, 2025, which consisted of the net realized and unrealized loss on investment in SUI, plus the Sponsor’s Fee of $234. Net assets decreased to $4,301 at December 31, 2025, a 66% decrease for the year. The decrease in net assets was due to the aforementioned SUI price depreciation and the withdrawal of approximately 77,400 SUI to pay the foregoing Sponsor’s Fee, partially offset by the contribution of approximately 130,001 SUI with a value of $448 to the Trust in connection with Share creations. Net realized and unrealized gain on investment in SUI for the period from August 1, 2024 (the commencement of the Trust's operations) to December 31, 2024 was $4,977, which includes a realized gain of $22 on the transfer of SUI to pay the Sponsor’s Fee and net change in unrealized appreciation/depreciation on investment in SUI of $4,956. Net realized and unrealized gain on investment in SUI for the period was driven by SUI price appreciation from $0.69 per SUI as of August 1, 2024 to $4.17 per SUI as of December 31, 2024. Net increase in net assets resulting from operations was $4,932 for the period from August 1, 2024 (the commencement of the Trust's operations) to December 31, 2024, which consisted of the net realized and unrealized gain on investment in SUI, less the Sponsor’s Fee of $45. Net assets increased to $12,635 at December 31, 2024. The increase in net assets was due to the contribution of approximately 3,045,980 SUI with a value of $7,703 to the Trust in connection with Share creations and the aforementioned SUI price appreciation, partially offset by the withdrawal of approximately 16,103 SUI to pay the foregoing Sponsor’s Fee. 94 Cash Resources and Liquidity The Trust only receives and holds cash in order to facilitate creations and redemptions pursuant to Cash Orders, and has not otherwise had or maintained a cash balance at any time since inception. When selling SUI in the Digital Asset Market to pay Additional Trust Expenses on behalf of the Trust, the Sponsor endeavors to sell the exact amount of SUI needed to pay expenses in order to minimize the Trust’s holdings of assets other than SUI. In addition, upon the consummation or deemed failure of a Cash Order to create or redeem Baskets, the Trust will promptly return any excess cash it continues to hold with respect to such Cash Order to the applicable counterparty. As a consequence, the Sponsor expects that the Trust will not record any cash flow from its operations and that its cash balance will be zero at the end of each reporting period. Furthermore, the Trust is not a party to any off-balance sheet arrangements. Generally, the Trust does not intend to hold cash, except in connection with Cash Orders for creations or redemptions of Baskets. Cash includes non-interest bearing non-restricted cash with one institution. Cash in a bank deposit account, at times, may exceed U.S. federally insured limits. The Trust has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such bank deposits. In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust expected to be incurred is the Sponsor’s Fee. The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs. Selected Operating Data As of December 31, 2025 2024 Price of SUI on principal market $ 1.40 $ 4.17 Principal Market NAV per Share (1) $ 20.20 $ 61.90 Principal Market NAV (1) $ 4,300,981 $ 12,634,588 Index Price (2) $ 1.40 $ 4.20 NAV per Share (3) $ 20.21 $ 62.35 NAV (Non-GAAP) (3) $ 4,303,444 $ 12,725,485 (1) The Principal Market NAV and Principal Market NAV per Share are calculated using the fair value of SUI based on the price provided by the Digital Asset Trading Platform that the Trust considered its principal market, as of 4:00 p.m., New York time, on the valuation date, in accordance with U.S. GAAP. (2) On March 17, 2026, the Index Provider added HashKey to the Index due to the trading platform meeting the Index Provider’s minimum liquidity requirement, and did not remove any Constituent Trading Platforms as part of its scheduled monthly review. (3) The Trust’s NAV and NAV per Share are derived from the Index Price as represented by the Index as of 4:00 p.m., New York time, on the valuation date. The Trust’s NAV per Share is calculated using a non-GAAP methodology where the price is derived from multiple Digital Asset Trading Platforms. 95 Historical NAV and SUI Prices As movements in the price of SUI will directly affect the price of the Shares, investors should understand recent movements in the price of SUI. Investors, however, should also be aware that past movements in the SUI price are not indicators of future movements. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world. The following chart illustrates the movement in the Trust’s NAV per Share versus the Index Price and the Trust’s Principal Market NAV per Share from August 1, 2024 (the commencement of the Trust’s operations) to December 31, 2025. For more information on the determination of the Trust’s NAV, see “Item 1. Business—Overview of the Sui Industry and Market—SUI Value—The Index and the Index Price.” 96 The following table illustrates the movements in the Index Price from August 1, 2024 (the commencement of the Trust’s operations) to December 31, 2025. The Sponsor has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms individually or as a group. High Low Period Average Index Price Date Index Price Date End of period Last business day August 1, 2024 (the commencement of the Trust’s operations) to December 31, 2024 $ 2.25 $ 4.79 12/13/2024 $ 0.53 8/5/2024 $ 4.20 $ 4.20 Twelve months ended December 31, 2025 $ 3.02 $ 5.23 1/4/2025 $ 1.33 11/22/2025 $ 1.40 $ 1.40 August 1, 2024 (the commencement of the Trust’s operations) to December 31, 2025 $ 2.79 $ 5.23 1/4/2025 $ 0.53 8/5/2024 $ 1.40 $ 1.40 The following table illustrates the movements in the Digital Asset Market price of SUI, as reported on the Trust’s principal market, from August 1, 2024 (the commencement of the Trust’s operations) to December 31, 2025. High Low Period Average Digital Asset Market Price Date Digital Asset Market Price Date End of period Last business day August 1, 2024 (the commencement of the Trust’s operations) to December 31, 2024 $ 2.26 $ 4.79 12/13/2024 $ 0.53 8/5/2024 $ 4.17 $ 4.17 Twelve months ended December 31, 2025 $ 3.02 $ 5.24 1/4/2025 $ 1.32 11/22/2025 $ 1.40 $ 1.40 August 1, 2024 (the commencement of the Trust’s operations) to December 31, 2025 $ 2.79 $ 5.24 1/4/2025 $ 0.53 8/5/2024 $ 1.40 $ 1.40 97 The following chart sets out the historical closing prices for the Shares as reported by OTCQB and the Trust’s NAV per Share from November 24, 2025 to December 31, 2025. GSUI Premium/(Discount): GSUI Share Price vs. NAV per Share (Non-GAAP) ($) The following chart sets out the historical premium and discount for the Shares calculated as a percentage of the historical closing price for the Shares as reported by OTCQB and the Trust’s NAV per Share from November 24, 2025 to December 31, 2025. GSUI Premium/(Discount): GSUI Share Price vs. NAV per Share (Non-GAAP) (%) 98 Item 7A. Quantitative and Qualitat ive Disclosures about Market Risk The Trust Agreement does not authorize the Trust to borrow for payment of the Trust’s ordinary expenses. The Trust does not engage in transactions in foreign currencies which could expose the Trust or holders of Shares to any foreign currency related market risk. The Trust does not invest in derivative financial instruments and has no foreign operations or long-term debt instruments. Item 8. Financial Statemen ts and Supplementary Data See Index to Financial Statements on page F-1 for a list of the financial statements being filed therein. Item 9. Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosure There have been no disagreements with accountants on any matter of accounting principles or practices or financial statement disclosures during the year ended December 31, 2025. Item 9A. Control s and Procedures Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor, and to the audit committee of the Sponsor, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor, the Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation, the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor concluded that, as of December 31, 2025, the Trust’s disclosure controls and procedures were effective. Management’s Report on Internal Control over Financial Reporting This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Trust’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. In addition, because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company. Changes in Internal Control Over Financial Reporting There was no change in the Trust’s internal controls over financial reporting that occurred during the Trust’s most recently completed fiscal quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, these internal controls. Item 9B. Other Information No t applicable. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 99 PART III Item 10. Directors, Executive Of ficers and Corporate Governance Management of the Sponsor The Trust does not have any directors, officers or employees. Under the Trust Agreement, all management functions of the Trust have been delegated to and are conducted by the Sponsor, its agents and its affiliates, including without limitation, the Custodian and its agents. As officers of the Sponsor, Peter Mintzberg, the principal executive officer of the Sponsor, and Edward McGee, the principal financial and accounting officer of the Sponsor, may take certain actions and execute certain agreements and certifications for the Trust, in their capacity as the principal officers of the Sponsor. As of and prior to December 31, 2024, GSI had a board of directors that was responsible for managing and directing the affairs of the Sponsor. From January 1, 2025 to October 22, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation formed in connection with the Reorganization, which was the sole managing member of GSO and an indirect subsidiary of DCG, had a board of directors which was responsible for managing and directing the affairs of the Sponsor. On October 22, 2025, GSOIH consummated an internal corporate reorganization (the “Management Reorganization”), pursuant to which GSOIH transferred a portion of its common membership units of GSO for Class A shares of Grayscale Investments, Inc. (“Grayscale Investments”), a Delaware corporation incorporated in connection with the Management Reorganization, and ceded its managing member rights in GSO to Grayscale Investments. As a result of the Management Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor. From and after October 22, 2025, as a result of the Management Reorganization, DCG Grayscale Holdco, LLC (“DCG Holdco”), the sole stockholder of Grayscale Investments, elected a board of directors (the “Board”) at Grayscale Investments. As a result of the Management Reorganization, the Board of Grayscale Investments is responsible for managing and directing the affairs of the Sponsor and consists of Barry Silbert, Mark Shifke, Simon Koster, Peter Mintzberg and Edward McGee, the same members as the board of directors of GSOIH prior to the Management Reorganization. Mr. Mintzberg and Mr. McGee also retain the authority granted to them as officers of the Sponsor under the limited liability company agreement of the Sponsor. The Sponsor has an Audit Committee. The Audit Committee has the responsibility for overseeing the financial reporting process of the Trust, including the risks and controls of that process and such other oversight functions as are typically performed by an audit committee of a public company. The Sponsor has a code of ethics (the “Code of Ethics”) that applies to its executive officers and agents. The Code of Ethics is available by writing the Sponsor at 290 Harbor Drive, 4th Floor, Stamford, Connecticut 06902 or calling the Sponsor at (212) 668-1427. The Sponsor’s Code of Ethics is intended to be a codification of the business and ethical principles that guide the Sponsor, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to this code. Prior to January 1, 2025, references to the “Sponsor” in this section refer to GSI, and thereafter refer to GSO or GSIS, as applicable. In connection with the Reorganization, the former Board of GSI was reconstituted at GSOIH and in connection with the Management Reorganization, the former board of GSOIH was reconstituted at Grayscale Investments. Prior to January 1, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments, LLC, the former sponsor of the Trust. From January 1, 2025 to October 22, 2025, any references to the “Board” refer to the board of directors of GSOIH. From and after October 22, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments. Barry Silbert, Chairman of the Board Barry Silbert, 49, is the Founder and Chief Executive Officer of DCG and has served as chairman of the Board since August 2025 (previously served as a director and chairman of the Board from February 2020 through December 2023). Until January 2021, Mr. Silbert was the Chief Executive Officer of the Sponsor. A pioneer in blockchain investing, Mr. Silbert established himself in 2012 as one of the earliest and most active investors in the industry. Mr. Silbert founded DCG in 2015 and today, it is one of the world’s most prolific investors in decentralized technologies, backing over 250 early-stage companies in more than 40 countries. Mr. Silbert founded Yuma, a decentralized AI-focused subsidiary of DCG, where he also serves as CEO. Yuma invests in, builds, and scales the Bittensor network. The Sponsor is a consolidated subsidiary of DCG. DCG also owns Foundry, Fortitude, Luno and Yuma. DCG also invests directly in digital currencies and other digital assets. Prior to leading DCG, Mr. Silbert was the founder and CEO of SecondMarket, a venture-backed technology company that was acquired by Nasdaq. Mr. Silbert has received numerous awards and accolades, including being named “Entrepreneur of the Year” by both Ernst & Young and Crain’s, and being selected to Fortune’s prestigious “40 under 40” list. Before becoming an entrepreneur, Mr. Silbert worked as an investment banker. He graduated with honors from the Goizueta Business School of Emory University. 100 Mark Shifke, Board Member Mark Shifke, 66, is the Chief Financial Officer of DCG and has served as a director of the Board since January 2024. Since March 2021, Mr. Shifke has served on the board of directors of Dock Ltd., a full-stack payments and digital banking platform. Since September 2023, Mr. Shifke has served on the board of directors of Luno, a cryptocurrency platform. Mr. Shifke has nearly four decades of financial and fintech experience, and more than eight years of CFO experience leading two publicly-traded companies. Prior to joining DCG, Mr. Shifke served as CFO of Billtrust, a company focused on providing AR and cloud-based solutions around payments, and as CFO of Green Dot (NYSE: GDOT), a mobile banking company and payments platform. Previously, Mr. Shifke led teams at JPMorgan Chase and Goldman Sachs, specializing in M&A Structuring and Advisory, as well as Tax Asset Investments. Mr. Shifke also served as the Head of International Structured Finance Group at KPMG. Mr. Shifke began his career at Davis Polk, where he was a partner. He is a graduate of Tulane University (B.A./J.D.) and the New York University School of Law (LL.M. in Taxation). Simon Koster, Board Member Simon Koster, 44, is the Chief Strategy Officer of DCG and has served as a director of the Board since October 2025. As CSO, Mr. Koster leads the investment team, managing the portfolio comprised of digital assets, wholly owned subsidiaries, and more than 250 early-stage companies in over 35 nations across the world as of the date of this filing. Prior to his current role, Mr. Koster was the CEO of Real Estate at DCG, spearheading both internal and external real estate ventures. Previously, he served as CEO of The Collective and brings a decade of real estate experience from JDS Development Group, where he was instrumental in the acquisition and development of top-tier residential, hospitality, and mixed-use projects in New York City and Miami. He is a graduate of Rutgers University (B.S.) and holds a Master’s degree in Engineering from the University of Michigan. Mr. Koster has served on the board of directors of Foundry and Luno since 2023. He has served as a director of Fortitude since 2024 and as a director of Yuma since 2025. Each of Foundry, Luno, Fortitude and Yuma are affiliated with the registrant. Peter Mintzberg, Board Member and Chief Executive Officer Peter Mintzberg, 57, has been the Chief Executive Officer of the Sponsor and has served as a director of the Board since August 2024. Mr. Mintzberg joins the Sponsor from Goldman Sachs, where he served as Global Head of Strategy for Asset and Wealth Management. Prior, he held several global leadership roles in Strategy, M&A, and Investor Relations at BlackRock, Apollo, OppenheimerFunds, and Invesco. With deep knowledge across a broad base of client types and asset classes, Mr. Mintzberg has over two decades of experience developing and executing strategy and innovating to drive growth. Mr. Mintzberg started his career working at McKinsey & Co. in New York, San Francisco, and São Paulo, focused on the financial services and technology sectors. Mr. Mintzberg was recognized as a Latino leader in Finance by The Alumni Society in 2018, and was selected as a David Rockefeller Fellow in the 2016-2017 Class by the Partnership for New York City. He earned a bachelor’s degree in engineering from the Universidade Federal Rio de Janeiro, and an MBA from Harvard University. Edward McGee, Board Member and Chief Financial Officer Edward McGee, 42, has been the Chief Financial Officer of the Sponsor since January 2022 and has served as a director of the Sponsor since January 2024. Before serving as CFO, Mr. McGee was Vice President, Finance and Controller of the Sponsor since June 2019. Prior to taking on his role at the Sponsor, Mr. McGee served as a Vice President, Accounting Policy at Goldman, Sachs & Co. providing coverage to their SEC Financial Reporting team facilitating the preparation and review of their financial statements and provided U.S. GAAP interpretation, application and policy development while servicing their Special Situations Group, Merchant Banking Division and Urban Investments Group from 2014 to 2019. From 2011 to 2014, Mr. McGee was an auditor at Ernst & Young providing assurance services to publicly listed companies. Mr. McGee earned his Bachelor of Science degree in accounting from the John H. Sykes College of Business at the University of Tampa and graduated with honors while earning his Master of Accountancy in Financial Accounting from the Rutgers Business School at the State University of New Jersey. Mr. McGee is a Certified Public Accountant licensed in the state of New York. Item 11. Executi ve Compensation Not applicable. Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters Securities Authorized for Issuance under Equity Compensation Plans and Related Stockholder Matters Not applicable. 101 Security Ownership of Certain Beneficial Owners and Management The Trust does not have any directors, officers or employees. The following table sets forth certain information with respect to the beneficial ownership of the Shares for (i) each person that, to the Sponsor’s knowledge based on the records of the Transfer Agent and other ownership information provided to the Sponsor, owns beneficially a significant portion of the Shares; (ii) each director and executive officer of the Sponsor individually; and (iii) all directors and executive officers of the Sponsor as a group. The number of Shares beneficially owned and percentages of beneficial ownership set forth below are based on the number of Shares outstanding as of March 19, 2026. In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities. Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percentage of Beneficial Ownership Significant Shareholders: Digital Currency Group, Inc. (1) 24,991 1.45 % Sui Foundation, Ltd. (2) 1,386,000 80.63 % Directors & Executive Officers of the Sponsor: (3) Barry Silbert (4) * * % Mark Shifke * * % Simon Koster * * % Peter Mintzberg * * % Edward McGee * * % Directors & Executive Officers of the Sponsor as a group * * % (1) Barry Silbert is the Chief Executive Officer of DCG and in such capacity may be deemed to have voting and dispositive power over the securities held, directly or indirectly, by such entity. (2) The address of Sui Foundation, Ltd. is 171 Main Street, Road Town, British Virgin Islands VG1110. (3) The Trust does not have any directors, officers or employees. Under the Trust Agreement, all management functions of the Trust have been delegated to and are conducted by the Sponsor, its agents and its affiliates. (4) Does not include Shares beneficially owned through DCG. * Represents beneficial ownership of less than 1%. Unless otherwise indicated, the address for each shareholder listed in the table above is c/o Grayscale Investments Sponsors, LLC, 290 Harbor Drive, 4 th Floor, Stamford, Connecticut 06902. Item 13. Certain Relationships and Relate d Transactions and Director Independence General The Sponsor has not established formal procedures to resolve all potential conflicts of interest. Consequently, shareholders may be dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Sponsor attempts to monitor these conflicts, it is extremely difficult, if not impossible, for the Sponsor to ensure that these conflicts do not, in fact, result in adverse consequences to the Trust. The Sponsor presently intends to assert that shareholders have, by subscribing for Shares of the Trust, consented to the following conflicts of interest in the event of any proceeding alleging that such conflicts violated any duty owed by the Sponsor to investors. Digital Currency Group, Inc. DCG is (i) the indirect parent company of the Sponsor, (ii) the indirect parent company of Grayscale Securities, the Authorized Participant from August 1, 2024 (the commencement of Trust’s operations) through February 17, 2026, and (iii) a minority interest holder in Kraken, one of the Digital Asset Trading Platforms included in the Index, representing less than 1.0% of its equity. DCG has investments in a large number of digital assets and companies involved in the digital asset ecosystem, including trading platforms and custodians. DCG’s positions on changes that should be adopted in the Sui Network could be adverse to positions that would benefit the Trust or its shareholders. Additionally, before or after a hard fork, DCG’s position regarding which fork among a 102 group of incompatible forks of the Sui Network should be considered the “true” Sui Network could be adverse to positions that would most benefit the Trust. The Sponsor The Sponsor has a conflict of interest in allocating its own limited resources among, when applicable, different clients and potential future business ventures, to each of which it owes fiduciary duties. Additionally, the professional staff of the Sponsor also services other affiliates of the Trust, including several other digital asset investment vehicles, and their respective clients. Although the Sponsor and its professional staff cannot and will not devote all of its or their respective time or resources to the management of the affairs of the Trust, the Sponsor intends to devote, and to cause its professional staff to devote, sufficient time and resources to manage properly the affairs of the Trust consistent with its or their respective fiduciary duties to the Trust and others. The Sponsor and Grayscale Securities are affiliates of each other, and the Sponsor may engage other affiliated service providers in the future. Because of the Sponsor’s affiliated status, it may be disincentivized from replacing affiliated service providers. In connection with this conflict of interest, shareholders should understand that affiliated service providers will receive fees for providing services to the Trust. Clients of the affiliated service providers may pay commissions at negotiated rates which are greater or less than the rate paid by the Trust. The Sponsor and any affiliated service provider may, from time to time, have conflicting demands in respect of their obligations to the Trust and, in the future, to other clients. It is possible that future business ventures of the Sponsor and affiliated service providers may generate larger fees, resulting in increased payments to employees, and therefore, incentivizing the Sponsor and/or the affiliated service providers to allocate its/their limited resources accordingly to the potential detriment of the Trust. There is an absence of arm’s length negotiation with respect to some of the terms of the Trust, and, where applicable, there has been no independent due diligence conducted with respect to the Trust. The Sponsor will, however, not retain any affiliated service providers for the Trust which the Sponsor has reason to believe would knowingly or deliberately favor any other client over the Trust. Authorized Participants From August 1, 2024 through February 17, 2026, Grayscale Securities, an affiliate of the Trust and the Sponsor, was the Authorized Participant. Effective February 18, 2026, the Sponsor, on behalf of the Trust, and the Transfer Agent entered into Participant Agreements with Jane Street Capital, LLC and Virtu Americas LLC, pursuant to which such entities have agreed to act as Authorized Participants. The Sponsor may engage additional Authorized Participants who are unaffiliated with the Trust in the future. Proprietary Trading/Other Clients Because the officers of the Sponsor may trade SUI for their own personal trading accounts (subject to certain internal trading policies and procedures) at the same time as they are managing the account of the Trust, the activities of the officers of the Sponsor, subject to their fiduciary duties, may, from time-to-time, result in their taking positions in their personal trading accounts which are opposite of the positions taken for the Trust. Records of the Sponsor’s officers’ personal trading accounts will not be available for inspection by shareholders. 103 Item 14. Principal Accou ntant Fees and Services Fees for services performed by KPMG LLP (“KPMG”) for the year ended December 31, 2025 and the period from August 1, 2024 (the commencement of the Trust’s operations) to December 31, 2024 were: Year Ended December 31, 2025 August 1, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 Audit fees $ 155,000 $ 67,600 Total $ 155,000 $ 67,600 In the table above, in accordance with the SEC’s definitions and rules, Audit Fees are fees paid to KPMG for professional services for the audit of the Trust’s financial statements included in the annual report on Form 10-K and review of financial statements included in the quarterly reports on Form 10-Q, and for services that are normally provided by the accountants in connection with regulatory filings or engagements. Pre-Approved Policies and Procedures The Trust has no board of directors, and as a result, has no audit committee or pre-approval policy with respect to fees paid to its principal accounting firm. Such determinations, including for the fiscal year ended December 31, 2025, are made by the Sponsor’s Board and Audit Committee. Prior to January 1, 2025, “Board” refers to the board of directors of Grayscale Investments, LLC, the former Sponsor of the Trust. From January 1, 2025, to October 22, 2025, “Board” refers to the board of directors of GSOIH. From and after October 22, 2025, “Board” refers to the board of directors of Grayscale Investments. 104 PART IV Item 15. Exhibits and Fina ncial Statements Schedules 1. Financial Statements See Index to Financial Statements on Page F-1 for a list of the financial statements being filed herein. 2. Financial Statement Schedules Schedules have been omitted since they are either not required, not applicable, or the information has otherwise been included. 3. Exhibits Exhibit Number Exhibit Description 3.1 Certificate of Trust (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 filed by the Registrant on December 5, 2025). 3.2* Certificate of Amendment to Certificate of Trust. 4.1 Second Amended and Restated Declaration of Trust and Trust Agreement, by and among CSC Delaware Trust Company, as trustee, and Grayscale Investments Sponsors, LLC, as sponsor (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-1 filed by the Registrant on February 11, 2026). 4.2 Amendment No. 1 to Second Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.1 of the Post-Effective Amendment No. 1 of the Registration Statement on Form S-1 filed by the Registrant on February 18, 2026). 4.3 Form of Participant Agreement (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-1 filed by the Registrant on February 11, 2026). 4.4* Description of Registrant’s Securities. 10.1† Prime Broker Agreement (incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-1 filed by the Registrant on February 17, 2026). 10.2† Amendment No. 1 to the Prime Broker Agreement (incorporated by reference to Exhibit 10.11 of the Registration Statement on Form S-1 filed by the Registrant on February 17, 2026). 10.3† Staking Addendum to the Coinbase Custody Custodial Services Agreement, dated as of October 6, 2025, between the Sponsor, the Trust, and Coinbase, on behalf of itself and the Coinbase Entities (incorporated by reference to Exhibit 10.13 of the Registration Statement on Form S-1 filed by the Registrant on February 17, 2026). 10.4† Amendment No. 1 to the Staking Addendum (incorporated by reference to Exhibit 10.17 of the Registration Statement on Form S-1 filed by the Registrant on February 17, 2026). 10.5† Fund Administration and Accounting Agreement (incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 filed by the Registrant on February 17, 2026). 10.6 Amendment No. 1 to the Fund Administration and Accounting Agreement (incorporated by reference to Exhibit 10.12 of the Registration Statement on Form S-1 filed by the Registrant on February 17, 2026). 10.7† Index License Agreement, dated February 1, 2022, between the Sponsor, and the Index Provider (incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 filed by the Registrant on December 5, 2025). 10.8† Amendment No. 1 to the Index License Agreement, dated June 20, 2023, between the Sponsor and Index Provider (incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 filed by the Registrant on December 5, 2025). 10.9† Amendment No. 6 to the Index License Agreement, dated March 1, 2025, between the Sponsor and Index Provider (incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-1 filed by the Registrant on December 5, 2025). 105 10.10† Marketing Agent Agreement (incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 filed by the Registrant on February 17, 2026). 10.11† Amendment No. 1 to the Marketing Agent Agreement (incorporated by reference to Exhibit 10.14 of the Registration Statement on Form S-1 filed by the Registrant on February 17, 2026). 10.12† Transfer Agency and Service Agreement (incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-1 filed by the Registrant on February 17, 2026). 10.13 Amendment No. 1 to the Transfer Agency and Service Agreement (incorporated by reference to Exhibit 10.15 of the Registration Statement on Form S-1 filed by the Registrant on February 17, 2026). 10.14† Co-Transfer Agency Agreement, dated October 9, 2025, between the Sponsor and the Co-Transfer Agent (incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 filed by the Registrant on February 17, 2026). 10.15 Amendment No. 1 to the Co-Transfer Agency Agreement (incorporated by reference to Exhibit 10.16 of the Registration Statement on Form S-1 filed by the Registrant on February 17, 2026). 10.16† Assignment and Assumption Agreement (incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1 filed by the Registrant on December 5, 2025). 10.17† Coinbase Assignment Agreement (incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 filed by the Registrant on December 5, 2025). 10.18†* Master Services Agreement, dated August 6, 2020, between Sponsor and the Secondary Index Provider. 31.1* Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification by Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification by Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Recovery of Erroneously Awarded Compensation Policy. 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. 104 Cover Page Interactive Data File—The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document * Filed herewith. † Portions of this exhibit (indicated by asterisks) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information is of the type that the Registrant treats as private or confidential. Item 16. Form 10-K Summary Not applicable. 106 Glossary of D efined Terms In this Annual Report, each of the following quoted terms has the meanings set forth after such term: “ Actual Exchange Rate ”—With respect to any particular asset, at any time, the price per single unit of such asset (determined net of any associated fees) at which the Trust is able to sell such asset for U.S. dollars (or other applicable fiat currency) at such time to enable the Trust to timely pay any Additional Trust Expenses, through use of the Sponsor’s commercially reasonable efforts to obtain the highest such price. “ Actual Execution Cash Order ”—A Cash Order pursuant to which any price differential between (x) the Total Basket NAV on the trade date and (y) the price realized in acquiring or disposing of the corresponding Total Basket Amount, as the case may be, will be borne solely by the Authorized Participant. “ Additional Creation Cash ”—In connection with a creation pursuant to an Actual Execution Cash Order, the amount of additional cash required to be delivered by the Authorized Participant in the event the price realized in acquiring the corresponding Total Basket Amount is higher than the Total Basket NAV on the trade date. “ Additional Redemption Cash ”—In connection with a redemption pursuant to an Actual Execution Cash Order, the amount of additional cash to be delivered to the Authorized Participant in the event the price realized in disposing the corresponding Total Basket Amount is higher than the Total Basket NAV on the trade date. “ Additional Trust Expenses ”—Together, any expenses incurred by the Trust in addition to the Sponsor’s Fee that are not Sponsor-paid Expenses, including, but not limited to, (i) taxes and governmental charges, (ii) expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of shareholders, (iii) any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, (iv) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including legal, marketing and audit fees and expenses) to the extent exceeding $600,000 in any given fiscal year and (v) extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters. “ Administrator ”— The Bank of New York Mellon, a New York corporation authorized to conduct banking business. “ Administrator Fee ”—The fee payable to any administrator of the Trust for services it provides to the Trust, which the Sponsor will pay such administrator as a Sponsor-paid Expense. “ Affirmative Action ”—A decision by the Trust to acquire or abandon specific Incidental Rights and IR Virtual Currency at any time prior to the time of a creation or redemption of Shares. “ AML ”—Anti-money laundering. “ AP Designee ”— An Authorized Participant’s designee in connection with In-Kind Orders. “ Authorized Participant ”—Certain eligible financial institutions that have entered into an agreement with the Trust and the Sponsor concerning the creation or redemption of Shares. Each Authorized Participant (i) is a registered broker-dealer and (ii) has entered into a Participant Agreement with the Sponsor and the Transfer Agent and (iii) in the case of creations or redemptions through In-Kind Orders must also own, or their AP Designee (as defined above) must own, a SUI wallet address that is known to the Custodian as belonging to the Authorized Participant or its AP Designee and maintain an account with the Custodian . “ Basket ”—A block of 10,000 Shares. “ Basket Amount ”—On any trade date, the amount of SUI required as of such trade date for the creation or redemption of a Basket, as determined by dividing (x) the amount of SUI owned by the Trust at 4:00 p.m., New York time, on such trade date, after deducting the amount of SUI representing the U.S. dollar value of accrued but unpaid fees and expenses of the Trust (converted using the Index Price at such time, and carried to the eighth decimal place), by (y) the number of Shares outstanding at such time (with the quotient so obtained calculated to one one-hundred-millionth of one SUI ( i.e. , carried to the eighth decimal place)), and multiplying such quotient by 10,000. “ Basket NAV ”— The U.S. dollar value of a Basket calculated by multiplying the Basket Amount by the Index Price as of the trade date. 107 “ Binance ”—Binance Holdings Ltd. “ Bitcoin ”—A type of digital asset based on an open-source cryptographic protocol existing on the Bitcoin network. “ Blockchain ”—The public transaction ledger of the Sui Network on which transactions in SUI are recorded. “ Board ”—Board of Directors of Grayscale Investments, Inc., which, as of October 22, 2025, and pursuant to the Management Reorganization, manages and directs the affairs of the Sponsor. Prior to January 1, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments, LLC, the former Sponsor of the Trust. From January 1, 2025, to October 22, 2025, any references to the “Board” refer to the board of directors of GSOIH. From and after October 22, 2025, any references to the “Board” refer to the board of directors of Grayscale Investments. “ Cash Account ”—The segregated account maintained by the Transfer Agent in the name of the Trust for purposes of receiving cash from Authorized Participants in connection with creations of Shares and distributing cash to Authorized Participants in connection with redemptions of Shares. “ Cash Order ”— An order for the creation or redemption of Shares pursuant to procedures facilitated by the Transfer Agent and pursuant to which a Liquidity Provider is engaged to facilitate the purchase or sale of SUI. A Cash Order may be executed as either a Variable Fee Cash Order or an Actual Execution Cash Order. Unless the Sponsor determines otherwise in its sole discretion based on market conditions and other factors existing at the time of such Cash Order, all creations and redemptions pursuant to Cash Orders are expected to be executed as Variable Fee Cash Orders. “ CDI ”—CoinDesk Indices, Inc., with its affiliates, including CC Data Limited. “ CEA ”—Commodity Exchange Act of 1936, as amended. “ CFPB ”—The Consumer Financial Protection Bureau. “ CFTC ”—The U.S. Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and option markets in the United States. “ CME ”—The Chicago Mercantile Exchange. “ Code ”—The U.S. Internal Revenue Code of 1986, as amended. “ Coinbase ”—Coinbase, Inc. “ Coinbase Credit ”—Coinbase Credit, Inc. “ Co-Transfer Agent ”—Continental Stock Transfer & Trust Company. “ Covered Person ”—The Sponsor and its affiliates. See “Item 1. Business—Description of the Trust Agreement—The Sponsor—Liability of the Sponsor and Indemnification.” “ Creation Basket ”—Basket of Shares issued by the Trust upon deposit of the Basket Amount required for each such Creation Basket. “ Creation Time ”—With respect to the creation of any Shares by the Trust, the time at which the Trust creates such Shares. “ Custodial and Prime Broker Services ”—The services of the Custodian and the Prime Broker that provide for: (i) holding of the Trust’s SUI in the Vault Balance and the Settlement Balance; (ii) transfer of the Trust’s SUI between the relevant Vault Balance and the Settlement Balance; (iii) the deposit of SUI from a public blockchain address into the respective account or accounts in which the Vault Balance or the Settlement Balance are maintained; and (iv) the withdrawal of SUI from the Vault Balance to a public blockchain address the Trust controls. 108 “ Custodial Entities ”—The Prime Broker, together with the Custodian. “ Custodian ”—Coinbase Custody Trust Company, LLC. and/or other custodians, collectively or in their individual capacities, as the context may require. “ Custodian Fee ”—Fee payable to the Custodian and the Prime Broker for services they provide to the Trust, which the Sponsor shall pay to the Custodian and the Prime Broker as a Sponsor-paid Expense. “ DAOs ”—Decentralized autonomous organizations. “ DCG ”—Digital Currency Group, Inc. “ DCG Holdco ”—DCG Grayscale Holdco, LLC. “ DCM ”—A designated contract market, which is a board of trade (commonly referred to as an exchange) that operates under the regulatory oversight of the CFTC. “ Digital Asset Market ”—A “Brokered Market,” “Dealer Market,” “Principal-to-Principal Market” or “Exchange Market” (referred to as “Trading Platform Market” in this Annual Report), as each such term is defined in the Financial Accounting Standards Board Accounting Standards Codification Master Glossary. “ Digital Asset Trading Platform ”—An electronic marketplace where trading platform participants may trade, buy and sell SUI based on bid-ask trading. The largest Digital Asset Trading Platforms are online and typically trade on a 24-hour basis, publishing transaction price and volume data. “ Digital Asset Trading Platform Market ”—The global trading platform market for the trading of SUI, which consists of transactions on electronic Digital Asset Trading Platforms. “ DSTA ”—The Delaware Statutory Trust Act, as amended. “ DTC ”—The Depository Trust Company. DTC is a limited purpose trust company organized under New York law, a member of the U.S. Federal Reserve System and a clearing agency registered with the SEC. DTC will act as the securities depository for the Shares. “ Ether ”— Ethereum tokens, which are a type of digital asset based on an open-source cryptographic protocol existing on the Ethereum network. “ Excess Creation Cash ”—In connection with a creation pursuant to an Actual Execution Cash Order, the amount of excess cash to be returned to the Authorized Participant in the event the price realized in acquiring the corresponding Total Basket Amount is lower than the Total Basket NAV on the trade date. “ Exchange Act ”—The Securities Exchange Act of 1934, as amended. “ FDIC ”—The Federal Deposit Insurance Corporation. “ Fee Waiver Period ”—The period from February 18, 2026 until the earlier of (x) May 18, 2026 and (y) the first date on which the NAV of the Trust exceeds $1.0 billion. “ FinCEN ”—The Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury. “ FINRA ”—The Financial Industry Regulatory Authority, Inc., which is the primary regulator in the United States for broker-dealers, including Authorized Participants. “ FSMA ”—The Financial Services and Markets Act 2023. “ FTX ”—FTX Trading Ltd. “ Genesis ”—Genesis Global Trading, Inc., a wholly owned subsidiary of Digital Currency Group, Inc. 109 “ Grayscale Investments ”—Grayscale Investments, Inc., a Delaware corporation and a consolidated subsidiary of DCG. “ Grayscale Securities ”—Grayscale Securities, LLC, a consolidated subsidiary of Grayscale Operating, LLC, which served as the Authorized Participant from August 1, 2024 through February 17, 2026, and GSO thereafter. “ GSI ”—Grayscale Investments, LLC, the Sponsor of the Trust until December 31, 2024. “ GSIS ”—Grayscale Investments Sponsors, LLC, a Delaware limited liability company and a consolidated subsidiary of Grayscale Operating, LLC. “ GSO ”—Grayscale Operating, LLC, a Delaware limited liability company and a consolidated subsidiary of DCG. “ GSOIH ”—GSO Intermediate Holdings Corporation, a Delaware corporation and a consolidated subsidiary of DCG. “ ICE ”—Intercontinental Exchange. “ Incidental Rights ”—Rights to acquire, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust’s ownership of SUI and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust. “ Index ”—Prior to December 19, 2025, the CoinDesk Sui Reference Rate. As of December 19, 2025, the Index is the CoinDesk Sui Benchmark Rate (formerly known as the CoinDesk SUI CCIXber Reference Rate). “ Index License Agreement ”—The license agreement, dated as of February 1, 2022, between the Index Provider and the Sponsor governing the Sponsor’s use of the Index for calculation of the Index Price, as amended from time to time. “ Index Price ”—The U.S. dollar value of a SUI token derived from the Digital Asset Trading Platforms that are reflected in the Index, calculated at 4:00 p.m., New York time, on each business day. See “Item 1. Business—Overview of the Sui Industry and Market—SUI Value—The Index and the Index Price” for a description of how the Index Price is calculated. For purposes of the Trust Agreement, the term SUI Index Price shall mean the Index Price as defined herein. “ Index Provider ”—CoinDesk Indices, Inc., a Delaware corporation that publishes the Index. “ In-Kind Order ”— An order for the creation or redemption of Shares pursuant to which the Authorized Participant (or its AP Designee) will deliver or receive SUI directly from the Trust’s Vault Balance. “ Investment Advisers Act ”—Investment Advisers Act of 1940, as amended. “ Investment Company Act ”—Investment Company Act of 1940, as amended. “ Investor ”—Any investor that has entered into a subscription agreement with an Authorized Participant, pursuant to which such Authorized Participant will act as agent for the investor. “ IR Virtual Currency ”—Any virtual currency tokens, or other asset or right, acquired by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right. “ IRS ”—The U.S. Internal Revenue Service, a bureau of the U.S. Department of the Treasury. “ KYC ”—Know-your-customer. “ Layer 2 ”—Protocols built on top of an underlying smart contract platform blockchain intended to provide scalability to the underlying blockchain by increasing transaction efficiency. “Liquidity Engager” — Until December 31, 2024, Grayscale Investments, LLC, and on or after January 1, 2025, Grayscale Investments Sponsors, LLC, in each case acting other than in its capacity as Sponsor, and in its capacity to engage one or more Liquidity Providers. 110 “Liquidity Provider” —One or more eligible companies that facilitate the purchase and sale of SUI in connection with creations or redemptions pursuant to Cash Orders. The Liquidity Providers with which Grayscale Investments Sponsors, LLC, acting in its capacity as the Liquidity Engager, will engage in SUI transactions are third parties that are not affiliated with the Sponsor or the Trust and are not acting as agents of the Trust, the Sponsor, or any Authorized Participant. Except for the contractual relationships between each Liquidity Provider and Grayscale Investments Sponsors, LLC in its capacity as the Liquidity Engager, there is no contractual relationship between each Liquidity Provider and the Trust, the Sponsor, or any Authorized Participant. “ Liquidity Sleeve ”—The portion of SUI in the Trust intended to be maintained as unstaked, as determined by the Sponsor from time to time. “ Management Reorganization ”—An internal corporate reorganization consummated on October 22, 2025. As a result of the Management Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor, and the Board of Grayscale Investments is responsible for managing and directing the affairs of the Sponsor. “Marketing Agent” — Foreside Fund Services, LLC. “ Marketing Agent Agreement ”—An agreement entered into by the Sponsor, on behalf of the Trust, dated October 22, 2025, with Foreside Fund Services, LLC. “ Marketing Fee ”—Fee payable to the marketer for services it provides to the Trust, which the Sponsor will pay to the marketer as a Sponsor-paid Expense. “ Merger ”—The merger of Grayscale Investments, LLC with and into Grayscale Operating, LLC, with Grayscale Operating, LLC continuing as the surviving company. “ MiCA ”—The Markets in Crypto-Assets Regulation, which was approved by the Parliament of the European Union in 2023. “ MSB ”—A money services business. “ Native Staking Consideration ”—Any Staking Consideration in the form of SUI. “ NAV ”—The aggregate value, expressed in U.S. dollars, of the Trust’s assets (other than U.S. dollars or other fiat currency), less its liabilities (which include estimated accrued but unpaid fees and expenses), a non-GAAP metric, calculated in the manner set forth under “Item 1. Business—Valuation of SUI and Determination of NAV.” See also “Item 1. Business—Investment Objective” for a description of the Trust’s Principal Market NAV, as calculated in accordance with U.S. GAAP. “ NAV Fee Basis Amount ”—The amount on which the Sponsor’s Fee for the Trust is based, as calculated in the manner set forth under “Item 1. Business—Valuation of SUI and Determination of NAV”. “ NYSE Arca ”—NYSE Arca, Inc. “ OTCQB ”—OTCQB U.S. Marketplace of the OTC Markets Group, Inc. “ Participant Agreement ”—An agreement entered into by an Authorized Participant with the Sponsor and the Transfer Agent that provides the procedures for the creation and redemption of Baskets. “ Pre-Creation/Redemption Abandonment ”—The abandonment by the Trust, irrevocably for no direct or indirect consideration, all Incidental Rights and IR Virtual Currency to which the Trust would otherwise be entitled, effective immediately prior to a Creation Time or a Redemption Time (as the case may be) for the Trust. “ Pre-Creation/Redemption Abandonment Notices ”—The notices, collectively, as amended or supplemented from time to time, delivered by the Sponsor to each of the Prime Broker, the Custodian and Coinbase Credit, on behalf of the Trust, stating that the Trust will abandon irrevocably and for no direct or indirect consideration, effective immediately prior to each Creation Time and each Redemption Time for the Trust, all Incidental Rights and IR Virtual Currency to which it would otherwise be entitled as of such time and with respect to which the Trust has not taken any Affirmative Action at or prior to such time. “ Prime Broker ”—Coinbase, Inc. 111 “ Prime Broker Agreement ”— The Prime Broker Agreement, dated as of May 22, 2024, by and among the Trust, the Sponsor and the Prime Broker, on behalf of itself, the Custodian and Coinbase Credit, that governs the Trust’s and the Sponsor’s use of the Custodial and Prime Broker Services provided by the Custodian and the Prime Broker. “ Principal Market NAV ”—The net asset value of the Trust determined on a U.S. GAAP basis. Prior to February 23, 2024, Principal Market NAV was referred to as NAV. “ Redemption Basket ”—Basket of Shares redeemed by the Trust upon distribution or disposition of the Basket Amount required for each such Redemption Basket. “ Redemption Cash Shortfall ”—In connection with a redemption pursuant to an Actual Execution Cash Order, the amount by which the cash to be delivered to the Authorized Participant is reduced in the event the price realized in disposing the corresponding Total Basket Amount is lower than the Total Basket NAV on the trade date. “ Redemption Time ”—With respect to the redemption of any Shares by the Trust, the time at which the Trust redeems such Shares. “ Reorganization ”—The internal corporate reorganization of Grayscale Investments, LLC consummated on January 1, 2025. “ Required Redemption Cash ”—The actual proceeds to the Trust from the liquidation of the Total Basket Amount. “ SEC ”—The U.S. Securities and Exchange Commission. “ Secondary Index ”—The Coin Metrics Real-Time Rate. “ Secondary Index Price ”—The price set by Coin Metrics Real-Time Rate as of 4:00 p.m., New York time, on the valuation date. See “Item 1. Business—Overview of the Sui Industry and Market—SUI Value—The Index and the Index Price—Determination of the Index Price When Index Price is Unavailable” for a description of how the Secondary Index Price is utilized when the Index Price is unavailable. “ Secondary Index Provider ”—Coin Metrics Inc., a Delaware corporation that publishes the Secondary Index. “ Secondary Market ”—Any marketplace or other alternative trading system, as determined by the Sponsor, on which the Shares may then be listed, quoted or traded, including but not limited to, NYSE Arca and and the OTCQB U.S. Marketplace of the OTC Markets Group, Inc. “ Securities Act” —The Securities Act of 1933, as amended. “ Settlement Balance ”—An account controlled and maintained by the Custodian to which cash and digital assets of the Trust are credited on the Trust’s behalf. “ Shares ”—Common units of fractional undivided beneficial interest in, and ownership of, the Trust. “ Share Percentage ”—A fraction the numerator of which is the number of Shares disposed of and the denominator of which is the total number of Shares held by such U.S. Holder immediately prior to such sale or other disposition. “ SIPC ”—The Securities Investor Protection Corporation. “ Sponsor ” or “ Co-Sponsor ”—The sponsor of the Trust. Grayscale Investments, LLC was the sponsor of the Trust before January 1, 2025, Grayscale Operating, LLC was a co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC was a co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and became the sole remaining sponsor thereafter. “ Sponsor Contracts ”—Certain contracts assigned by GSO pertaining to its role as Sponsor (as such term is defined in the Trust Agreement) of the Trust to GSIS in connection with the Reorganization. 112 “ Sponsor-paid Expenses ”—The fees and expenses incurred by the Trust in the ordinary course of its affairs that the Sponsor is obligated to assume and pay, excluding taxes, but including: (i) the Marketing Fee, (ii) the Administrator Fee, (iii) the Custodian Fee and fees for any other security vendor engaged by the Trust, (iv) the Transfer Agent Fee, (v) the Trustee fee, (vi) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including customary legal, marketing and audit fees and expenses) in an amount up to $600,000 in any given fiscal year, (vii) ordinary course, legal fees and expenses, (viii) audit fees, (ix) regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act or the Exchange Act, (x) printing and mailing costs, (xi) costs of maintaining the Trust’s website and (xii) applicable license fees, provided that any expense that qualifies as an Additional Trust Expense will be deemed to be an Additional Trust Expense and not a Sponsor-paid Expense. “ Sponsor’s Fee ”—A fee, payable in SUI, which accrues daily in U.S. dollars at an annual rate of 0.35% of the NAV Fee Basis Amount of the Trust as of 4:00 p.m., New York time, on each day; provided that for a day that is not a business day, the calculation of the Sponsor’s Fee will be based on the NAV Fee Basis Amount from the most recent business day, reduced by the accrued and unpaid Sponsor’s Fee for such most recent business day and for each day after such most recent business day and prior to the relevant calculation date. “ Sponsor’s Staking Fee ”—In addition to the Sponsor’s Fee, as partial consideration for the Sponsor’s facilitation of Staking but only if (and, then, only to the extent that) the Staking Condition has been satisfied with respect thereto, a portion of the staking rewards payable to the Sponsor in SUI (or, if applicable, in the form of any Other Staking Consideration), which accrues daily in U.S. dollars in an amount calculated as a per annum percentage of any Staking Consideration received by the Trust, as may be directed by the Sponsor in its SUIe discretion. The Sponsor’s Staking Fee is payable to the Sponsor daily in arrears. As of the date hereof, the Sponsor’s Staking Fee, the Custodian’s fee and the Staking Provider’s share of such Staking Consideration comprises an aggregate of 23% of the gross Staking Consideration generated under the Staking Arrangements. The Trust will receive and retain the remainder of such gross Staking Consideration. The Sponsor has previously waived the Sponsor's Fee during the Fee Waiver Period, as described in more detail under "Item 1. Business—Expenses; Sales of SUI. “ Staking ”—(i) Using, or permitting to be used, in any manner, through an agent or otherwise (including, for the avoidance of doubt, through a delegation of rights to any third party with respect to any portion of the Trust Estate, by making any portion of the Trust Estate available to any third party or by entering into any similar arrangement with a third party), any portion of the Trust Estate in a proof-of-stake validation protocol, (ii) accepting any Staking Consideration, (iii) holding any Other Staking Consideration accepted by the Trust pursuant to clause (ii), for not more than 30 days after the Trust’s receipt thereof, pending the use of such Other Staking Consideration for payment of Additional Trust Expenses or distribution to the Shareholders and (iv) any financing arrangement or other mechanism utilized by the Sponsor, on behalf of the Trust, in connection with Redemption Orders to manage SUI liquidity constraints arising from activities described in the preceding clauses. For the avoidance of doubt, (i) the mere act of transferring units of virtual currency on a peer-to-peer virtual currency network that utilizes a proof-of-stake validation protocol shall not be considered to be “Staking” and (ii) “Staking” shall include any related activity contemplated by a Tax Ruling, an opinion or Tax Guidance, in each case, described in the definition of Staking Condition (and, in the case of a Tax Ruling, that is described in the private letter ruling request (as supplemented from time to time) submitted to the U.S. Internal Revenue Service in connection therewith). “ Staking Condition ”—With respect to a particular form of Staking, the condition that (i) (x) engaging in such form of Staking should not cause the Trust to be treated as other than a grantor trust for U.S. federal income tax purposes and (y) the Trust shall have received (1) a written opinion from a Tax Advisor or (2) a Tax Ruling, in each case, to that effect or (ii) such form of Staking is confirmed in Tax Guidance to be a permissible undertaking by a grantor trust. As of the date of this filing, the Staking Condition has been satisfied as to the particular form of Staking described in the Trust’s Annual Report, as amended from time to time, and the Sponsor intends to cause the Trust to engage in Staking as described therein. The Sponsor may in the future modify the form of Staking in which the Trust engages, but only if (and, then, only to the extent that) the Staking Condition has been satisfied with respect to any such modified form of Staking, and subject to compliance with any additional requirements that may arise in connection with satisfaction of the Staking Condition with respect thereto. “ Staking Consideration ”—Any consideration of any kind whatsoever, including, but not limited to, any staking reward paid in fiat currency or paid in-kind, in exchange for using, or permitting to be used, any portion of the Trust Estate as described in clause (i) of the definition of “Staking.” “ SUI ”—SUI tokens, which are a type of digital asset based on an open source cryptographic protocol existing on the Sui Network, comprising units that constitute the assets underlying the Trust’s Shares. “ Sui Foundation Subscription Agreement ”—The subscription agreement, dated as of February 17, 2026, between the Trust and the Sui Foundation. 113 “ Sui Network ”—The online and permissionless end-user-to-end-user network hosting the public transaction ledger, known as the Sui Blockchain, that uses a proof-of-stake consensus mechanism to validate transactions, and the source code comprising the basis for the cryptographic and algorithmic protocols governing the Sui Network. “ Tax Advisor ”—An independent law firm that is recognized as being expert in tax matters. “ Tax Guidance ”—any tax guidance that is issued by the U.S. Internal Revenue Service or the U.S. Department of the Treasury and on which taxpayers may rely. “ Tax Ruling ”—A binding ruling issued by the U.S. Internal Revenue Service. “ Tertiary Pricing Option ”—The price set by the Trust’s principal market. “ Total Basket Amount ”—With respect to any creation or redemption order, the applicable Basket Amount multiplied by the number of Baskets being created or redeemed. “ Total Basket NAV ”—The applicable Basket NAV Amount multiplied by the number of Baskets being created or redeemed. “ Transfer Agency and Service Agreement ”—The agreement between the Sponsor and the Transfer Agent which sets forth the obligations and responsibilities of the Transfer Agent with respect to transfer agency services and related matters. “ Transfer Agent ”— The Bank of New York Mellon, a New York corporation authorized to conduct banking business. “ Transfer Agent Fee ”—Fee payable to the Transfer Agent for services it provides to the Trust, which the Sponsor will pay to the Transfer Agent as a Sponsor-paid Expense. “ Treasury Regulations ”—The regulations, including proposed or temporary regulations, promulgated under the Code. “ Trust ”—Grayscale Sui Staking ETF, a Delaware statutory trust, formed on April 30, 2024 under the DSTA and pursuant to the Trust Agreement. “ Trust Agreement ”—The Second Amended and Restated Declaration of Trust and Trust Agreement, dated as of December 16, 2025, between the Trustee and the Sponsor establishing and governing the operations of the Trust, as amended by Amendment No. 1 thereto, and as the same may be further amended from time to time. “ Trustee ”—CSC Delaware Trust Company (formerly known as Delaware Trust Company), a Delaware trust company, is the Delaware trustee of the Trust. “ Trust Estate ”—Without duplication, (i) all the SUI in the Trust’s accounts, including the SUI Account, (ii) all Incidental Rights held by the Trust, (iii) all IR Virtual Currency in the Trust’s accounts, (iv) all Other Staking Consideration held by the Trust, (v) all proceeds from the sale of SUI, Incidental Rights, IR Virtual Currency and Other Staking Consideration pending use of such cash for payment of Additional Trust Expenses or distribution to the Shareholders and (vi) any rights of the Trust pursuant to any agreements, other than this Trust Agreement, to which the Trust is a party. “ UBTI ”—Unrelated business taxable income. “ Uplisting Date ”—February 18, 2026, the date on which the shares of Grayscale Sui Staking ETF began trading on NYSE Arca as shares of an exchange-traded product. “ U.S. ”—United States. “ U.S. dollar ” or “ $ ”—United States dollar or dollars. “ U.S. GAAP ”—United States generally accepted accounting principles. “ Variable Fee ”—An amount in cash based on the Total Basket NAV, which shall be paid by the Authorized Participant in connection with Variable Fee Cash Orders. The amount may be changed by the Sponsor in its sole discretion at any time. 114 “ Variable Fee Cash Order ”—A Cash Order pursuant to which any price differential between (x) the Total Basket NAV on the trade date and (y) the price realized in acquiring or disposing of the corresponding Total Basket Amount, as the case may be, will be borne solely by the applicable Liquidity Provider. “Vault Balance” —A segregated custody account controlled and secured by the Custodian to store private keys, which allow for the transfer of ownership or control of the Trust’s SUI on the Trust’s behalf. 115 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated, thereunto duly authorized. Grayscale Investments Sponsors, LLC as Sponsor of Grayscale Sui Staking ETF By: /s/ Peter Mintzberg Name: Peter Mintzberg Title: Member of the Board of Directors and Chief Executive Officer (Principal Executive Officer)* By: /s/ Edward McGee Name: Edward McGee Title: Member of the Board of Directors and Chief Financial Officer (Principal Financial and Accounting Officer)* By: /s/ Barry Silbert Name: Barry Silbert Title: Chairman of the Board of Directors Director* By: /s/ Mark Shifke Name: Mark Shifke Title: Member of the Board of Directors Director* By: /s/ Simon Koster Name: Simon Koster Title: Member of the Board of Directors Director* Date: March 24, 2026 * The Registrant is a trust and the persons are signing in their capacities as officers of Grayscale Investments Sponsors, LLC, the Sponsor of the Registrant, or directors of Grayscale Investments, Inc., the sole managing member of Grayscale Operating, LLC, the sole member of Grayscale Investments Sponsors, LLC, as applicable. 116 INDEX TO FINANCIAL STATEMENTS Page Grayscale Sui Staking ETF Annual Financial Statements Report of Independent Registered Public Accounting Firm (KPMG LLP, PCAOB ID 185 ) F- 2 Statements of Assets and Liabilities at December 31, 2025 and 2024 F- 3 Schedules of Investment at December 31, 2025 and 2024 F- 4 Statements of Operations for the Year Ended December 31, 2025 and for the Period from August 1, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 F- 5 Statements of Changes in Net Assets for the Year Ended December 31, 2025 and for the Period from August 1, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 F- 6 Notes to Financial Statements F- 7 F- 1 REPORT OF INDEPENDENT REGIS TERED PUBLIC ACCOUNTING FIRM To the Shareholders and Sponsor of Grayscale Sui Staking ETF: Opinion on the Financial Statements We have audited the accompanying statements of assets and liabilities of Grayscale Sui Staking ETF (the Trust), including the schedules of investment, as of December 31, 2025 and December 31, 2024, the related statements of operations, and changes in net assets for the year ended December 31, 2025 and for the period from August 1, 2024 (the commencement of the Trust’s operations) to December 31, 2024, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2025 and December 31, 2024, and the results of its operations and changes in its net assets for the year ended December 31, 2025 and for the period from August 1, 2024 to December 31, 2024, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ KPMG LLP We have served as the Trust’s auditor since 2024. New York, New York March 24, 2026 F- 2 GRAYSCALE SUI STAKING ETF STATEMENTS OF ASSET S AND LIABILITIES ( Amounts in thousands, except Share and per Share amounts) December 31, 2025 December 31, 2024 Assets: Investment in SUI, at fair value (cost $ 7,929 and $ 7,679 as of December 31, 2025 and 2024, respectively) $ 4,301 $ 12,635 Total assets $ 4,301 $ 12,635 Liabilities: Sponsor’s Fee payable, related party $ - $ - Total liabilities - - Net assets $ 4,301 $ 12,635 Shares issued and outstanding, no par value ( unlimited Shares authorized) 212,900 204,100 Principal Market NAV per Share $ 20.20 $ 61.90 See accompanying notes to the financial statements. F- 3 GRAYSCALE SUI STAKING ETF SCH EDULES OF INVESTMENT ( Amounts in thousands, except quantity of SUI and percentages) December 31, 2025 Quantity of SUI Cost Fair Value % of Net Assets Investment in SUI 3,082,477.84765850 $ 7,929 $ 4,301 100 % Total Investment $ 7,929 $ 4,301 100 % Net assets $ 4,301 100 % December 31, 2024 Quantity of SUI Cost Fair Value % of Net Assets Investment in SUI 3,029,877.30003966 $ 7,679 $ 12,635 100 % Total Investment $ 7,679 $ 12,635 100 % Net assets $ 12,635 100 % See accompanying notes to the financial statements. F- 4 GRAYSCALE SUI STAKING ETF STATEMENTS OF OPERATIONS ( Amounts in thousands) Year Ended December 31, 2025 August 1, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 Investment income: Investment income $ - $ - Expenses: Sponsor’s Fee, related party 234 45 Net investment loss ( 234 ) ( 45 ) Net realized and unrealized (loss) gain on investment from: Net realized gain on investment in SUI 35 22 Net change in unrealized appreciation/depreciation on investment in SUI ( 8,583 ) 4,955 Net realized and unrealized (loss) gain on investment ( 8,548 ) 4,977 Net (decrease) increase in net assets resulting from operations $ ( 8,782 ) $ 4,932 See accompanying notes to the financial statements. F- 5 GRAYSCALE SUI STAKING ETF STATEMENTS OF CHANG ES IN NET ASSETS ( Amounts in thousands, except change in Shares outstanding) Year Ended December 31, 2025 August 1, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 (Decrease) increase in net assets from operations: Net investment loss $ ( 234 ) $ ( 45 ) Net realized gain on investment in SUI 35 22 Net change in unrealized appreciation/depreciation on investment in SUI ( 8,583 ) 4,955 Net (decrease) increase in net assets resulting from operations ( 8,782 ) 4,932 Increase in net assets from capital share transactions: Shares issued 448 7,703 Net increase in net assets resulting from capital share transactions 448 7,703 Total (decrease) increase in net assets from operations and capital share transactions ( 8,334 ) 12,635 Net assets: Beginning of year 12,635 - End of year $ 4,301 $ 12,635 Change in Shares outstanding: Shares outstanding at beginning of year 204,100 - Shares issued 8,800 204,100 Net increase in Shares 8,800 204,100 Shares outstanding at end of year 212,900 204,100 See accompanying notes to the financial statements. F- 6 GRAYSCALE SUI STAKING ETF NOTES TO THE FINA NCIAL STATEMENTS 1. Organization Grayscale Sui Staking ETF (the “Trust”) is a Delaware Statutory Trust that was formed on April 30, 2024 and commenced operations on August 1, 2024. In general, the Trust holds Sui tokens(“SUI”) and, from time to time, issues common units of fractional undivided beneficial interest (“Shares”) in exchange for SUI. On February 17, 2026, the Trust changed its name from Grayscale Sui Trust (SUI) to Grayscale Sui Staking ETF by filing a Certificate of Amendment to the Certificate of Trust with the Delaware Secretary of State. Prior to February 18, 2026, the Trust did not operate a redemption program. However, the Sponsor has since authorized the commencement of the Trust’s redemption program on February 18, 2026 in connection with the uplisting of the Shares to NYSE Arca, Inc. (“NYSE Arca”). On September 17, 2025, the Securities and Exchange Commission (the “SEC”) approved a proposed rule change for new Rule 8.201-E (Generic) with the SEC pursuant to Rule 19b-4 under the Exchange Act to amend NYSE Arca’s listing rules to permit the listing and trading of shares of certain commodity-based exchange-traded products that satisfy certain generic requirements (the “Generic Listing Standards”). On February 17, 2026, NYSE Arca certified its approval for listing and trading of the Shares of the Trust under the Generic Listing Standards and registration of the Shares under the Exchange Act, which began trading on NYSE Arca on February 18, 2026 (the “Uplisting Date”), following the effectiveness of the Trust’s registration statement on Form S-1, as amended (File No. 333-291974). As of the date of this Annual Report, the Trust is an SEC reporting company with its Shares registered pursuant to Section 12(b) of the Exchange Act. In addition, on December 16, 2025 and February 17, 2026, the Sponsor and Delaware Trust Company, the trustee of the Trust, entered into Second Amended and Restated Declaration of Trust and Trust Agreement (the “Second A&R Trust Agreement”) dated as of December 16, 2025, and Amendment No. 1 to the Second A&R Trust Agreement, dated as of February 17, 2026, respectively. The following notes to the audited financial statements have been prepared as of December 31, 2025. Please refer to the subsequent events discussed in Note 11 for changes to the Trust Agreement and for updates to the Trust and service providers effective February 18, 2026, upon the commencement of trading the Shares of the Trust on NYSE Arca. The Trust’s investment objective is for the value of the Shares (based on SUI per Share) to reflect the value of the SUI held by the Trust, less the Trust’s expenses and other liabilities. Grayscale Investments, LLC (“GSI”) was the sponsor of the Trust before January 1, 2025, Grayscale Operating, LLC (“GSO”) was the co-sponsor of the Trust from January 1, 2025 to May 3, 2025, and Grayscale Investments Sponsors, LLC (“GSIS” or the “Sponsor”) was the co-sponsor of the Trust from January 1, 2025 to May 3, 2025 and is the sole remaining sponsor thereafter. GSI was, and each of GSO and GSIS are, a consolidated subsidiary of Digital Currency Group, Inc. (“DCG”). The Sponsor is responsible for the day-to-day administration of the Trust pursuant to the provisions of the Trust Agreement. The Sponsor is responsible for preparing and providing annual and quarterly reports on behalf of the Trust to investors and is also responsible for selecting and monitoring the Trust’s service providers. As partial consideration for the Sponsor’s services, the Trust pays the Sponsor a Sponsor’s Fee as discussed in Note 6. The Sponsor also acts as the sponsor and manager of other single-asset and diversified investment products, each of which is an affiliate of the Trust. Information related to the affiliated investment products can be found on the Sponsor’s website at grayscale.com/resources/regulatory-filings. Any information contained on or linked from such website is not part of nor incorporated by reference into these audited financial statements. Several of the affiliated investment products are SEC reporting companies with their shares registered pursuant to Section 12(g) of the Exchange Act. In addition, the following affiliated investment products are also SEC reporting companies with their shares registered pursuant to Section 12(b) of the Exchange Act: Grayscale Bitcoin Trust ETF, Grayscale Ethereum Staking ETF, Grayscale Ethereum Staking Mini ETF, Grayscale Bitcoin Mini Trust ETF, Grayscale CoinDesk Crypto 5 ETF, Grayscale Solana Staking ETF, Grayscale XRP Trust ETF, Grayscale Dogecoin Trust ETF, and Grayscale Chainlink Trust ETF. Authorized Participants of the Trust are the only entities who may place orders to create or redeem Baskets. As of December 31, 2025, Grayscale Securities, LLC (“Grayscale Securities” or, in such capacity, an “Authorized Participant”), a registered broker-dealer and affiliate of the Sponsor, was the only Authorized Participant, and was party to a participant agreement with the Sponsor and the Trust. In connection with the uplisting of Shares of the Trust on February 18, 2026, the Trust engaged certain Authorized Participants and Liquidity Providers, and additional Authorized Participants and Liquidity Providers may be added at any time, subject to the discretion of the Sponsor. See Note 11 Subsequent Events, for more information. The custodian of the Trust is Coinbase Custody Trust Company, LLC (the “Custodian”), a third-party service provider. The Custodian is responsible for safeguarding the SUI held by the Trust, and holding the private key(s) that provide access to the Trust’s digital wallets and vaults. The transfer agent for the Trust (the “Transfer Agent”) is Continental Stock Transfer & Trust Company. The responsibilities of the Transfer Agent are to maintain creations, redemptions, transfers, and distributions of the Trust’s Shares which are primarily held in book-entry form. On November 18, 2025, the Trust received notice that its Shares were qualified for public trading on the OTCQX Best Market ® (“OTCQX”) of OTC Markets Group Inc. On December 22, 2025, the Trust received notice that its Shares were no longer qualified for F- 7 public trading on OTCQX, and commenced trading on the OTCQB U.S. Marketplace of OTC Markets Group Inc. (“OTCQB”). Until February 17. 2026, the Trust’s trading symbol on OTCQB was “GSUI.” On September 17, 2025, the SEC approved a proposed rule change for new Rule 8.201-E (Generic) with the SEC pursuant to Rule 19b-4 under the Exchange Act to amend NYSE Arca’s listing rules to permit the listing and trading of shares of certain commodity-based exchange-traded products that satisfy the Generic Listing Standards. On February 17, 2026, the Sponsor’s application to list and trade the Trust’s Shares on NYSE Arca under the Generic Listing Standards was approved and following the effectiveness of the Trust’s registration statement on Form S-1, as amended (File No. 333-291974), Shares of the Trust began trading on NYSE Arca on February 18, 2026. The Trust’s trading symbol on NYSE Arca is “GSUI” and the CUSIP number for its Shares is 38964T100. The Trust may also receive Incidental Rights and/or IR Virtual Currency as a result of the Trust’s investment in SUI, in accordance with the terms of the Trust Agreement. Incidental Rights are rights to claim, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust’s ownership of SUI and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust; IR Virtual Currency is any virtual currency tokens, or other asset or right, received by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right. As of December 31, 2025, the Sponsor has committed to cause the Trust to abandon irrevocably for no direct or indirect consideration, effective immediately prior to each time at which the Trust creates Shares, all Incidental Rights and IR Virtual Currency to which it would otherwise be entitled as of such time. In furtherance of that commitment, the custodial agreement in place as of December 31, 2025 between the Trust, the Sponsor and the Custodian provides that the Trust will abandon irrevocably, for no direct or indirect consideration, effective immediately prior to each Creation Time, all Incidental Rights or IR Virtual Currency to which it would otherwise be entitled as of such time. However, the Sponsor has since authorized the commencement of the Trust’s redemption program on February 18, 2026 in connection with the uplisting of the Shares to NYSE Arca. Since the Uplisting Date, the Sponsor has committed to cause the Trust to abandon irrevocably for no direct or indirect consideration, effective immediately prior to each time at which the Trust creates or redeems Shares, all Incidental Rights and IR Virtual Currency to which it would otherwise be entitled as of such time. In furtherance of that commitment, the Prime Broker Agreement provides that the Trust is abandoning irrevocably, for no direct or indirect consideration, effective immediately prior to each Creation Time and each Redemption Time, all Incidental Rights or IR Virtual Currency to which it would otherwise be entitled as of such time. Furthermore, since the Uplisting Date, the Sponsor has committed to cause the Trust not to take any Affirmative Action to acquire any Incidental Rights or IR Virtual Currency, thereby irrevocably abandoning any Incidental Rights and IR Virtual Currency to which the Trust may become entitled in the future. Because the Sponsor has now committed to causing the Trust to irrevocably abandon all Incidental Rights and IR Virtual Currency to which the Trust otherwise would become entitled in the future, and causing the Trust not to take any Affirmative Actions, the Trust will not receive any direct or indirect consideration for the Incidental Rights or IR Virtual Currency and thus the value of the Shares will not reflect the value of the Incidental Rights or IR Virtual Currency. In addition, in the event the Sponsor seeks to change the Trust’s policy with respect to Incidental Rights or IR Virtual Currency, an application would need to be filed with the SEC by NYSE Arca seeking approval to amend its listing rules to permit the Trust to distribute the Incidental Rights or IR Virtual Currency in-kind to an agent of the shareholders for resale by such agent. 2. Summary of Significant Accounting Policies The following is a summary of significant accounting policies followed by the Trust: The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The Trust qualifies as an investment company for accounting purposes pursuant to the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies. The Trust uses fair value as its method of accounting for SUI in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company Act of 1940. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material. The Trust conducts its transactions in SUI, including receiving SUI for the creation of Shares and delivering SUI for the redemption of Shares and for the payment of the Sponsor’s Fee. As of December 31, 2025, the Trust was not accepting redemption requests from shareholders. Since its inception, the Trust has not held cash or cash equivalents. The Sponsor will determine the Trust’s net asset value (“NAV”) on each business day as of 4:00 p.m., New York time, or as soon thereafter as practicable. Principal Market and Fair Value Determination To determine which market is the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust’s net asset value in accordance with U.S. GAAP (“Principal Market NAV”), the Trust follows ASC Topic 820-10, Fair Value Measurement , which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for SUI in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Trust to assume that SUI is sold in its principal market to market participants or, in the F- 8 absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. The Trust only receives SUI in connection with a creation order from the Authorized Participant (or a Liquidity Provider) and does not itself transact on any Digital Asset Markets. Therefore, the Trust looks to market-based volume and level of activity for Digital Asset Markets. The Authorized Participant(s), or a Liquidity Provider, may transact in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets (referred to as “Trading Platform Markets” in this Annual Report), each as defined in the FASB ASC Master Glossary (collectively, “Digital Asset Markets”). In determining which of the eligible Digital Asset Markets is the Trust’s principal market, the Trust reviews these criteria in the following order: First, the Trust reviews a list of Digital Asset Markets that maintain practices and policies designed to comply with anti-money laundering (“AML”) and know-your-customer (“KYC”) regulations, and non-Digital Asset Trading Platform Markets that the Trust reasonably believes are operating in compliance with applicable law, including federal and state licensing requirements, based upon information and assurances provided to it by each market. Second, the Trust sorts these Digital Asset Markets from high to low by market-based volume and level of activity of SUI traded on each Digital Asset Market in the trailing twelve months. Third, the Trust then reviews pricing fluctuations and the degree of variances in price on Digital Asset Markets to identify any material notable variances that may impact the volume or price information of a particular Digital Asset Market. Fourth, the Trust then selects a Digital Asset Market as its principal market based on the highest market-based volume, level of activity and price stability in comparison to the other Digital Asset Markets on the list. Based on information reasonably available to the Trust, Trading Platform Markets have the greatest volume and level of activity for the asset. The Trust therefore looks to accessible Trading Platform Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market. As a result of the aforementioned analysis, a Trading Platform Market has been selected as the Trust’s principal market. The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market’s price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust’s determination of its principal market. The cost basis of the SUI received by the Trust in connection with a creation order is recorded by the Trust at the fair value of SUI at 4:00 p.m., New York time, on the creation date for financial reporting purposes. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors. Investment Transactions and Revenue Recognition The Trust considers investment transactions to be the receipt of SUI for Share creations and the delivery of SUI for Share redemptions or for payment of expenses in SUI. As of December 31, 2025, the Trust was not accepting redemption requests. However, the Sponsor has since authorized the commencement of the Trust’s redemption program on February 18, 2026 in connection with the uplisting of the Shares to NYSE Arca. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Sponsor’s Fee in SUI. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the ‘exit price’) in an orderly transaction between market participants at the measurement date. U.S. GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: F- 9 • Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment. • Level 2 – Valuations based on quoted prices in markets that are not active or for which significant inputs are observable, either directly or indirectly. • Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of valuation techniques and observable inputs can vary by investment. To the extent that valuations are based on sources that are less observable or unobservable in the market, the determination of fair value requires more judgment. Fair value estimates do not necessarily represent the amounts that may be ultimately realized by the Trust. Fair Value Measurement Using (Amounts in thousands) Amount at Fair Value Level 1 Level 2 Level 3 December 31, 2025 Assets Investment in SUI $ 4,301 $ 4,301 $ - $ - December 31, 2024 Assets Investment in SUI $ 12,635 $ 12,635 $ - $ - Segment Reporting The Chief Executive Officer and Chief Financial Officer of the Sponsor act as the Trust’s chief operating decision maker (“CODM”). The Trust represents a single operating segment, as the CODM monitors the operating results of the Trust as a whole and the Trust’s passive investment objective is pre-determined in accordance with the terms of the Trust Agreement. The financial information in the form of the Trust’s total returns, expense ratios and changes in net assets (i.e., changes in net assets resulting from operations and capital share transactions), which are used by the CODM to assess the segment’s performance, are consistent with that presented within the Trust’s financial statements. Segment assets are reflected on the accompanying Statements of Assets and Liabilities as Total assets and the only significant segment expenses, the Sponsor’s Fee, related party and Sponsor’s Staking Fee, related party, are included in the accompanying Statements of Operations. 3. Fair Value of SUI SUI is held by the Custodian on behalf of the Trust and is carried at fair value. As of December 31, 2025 and 2024, the Trust held 3,082,477.84765850 and 3,029,877.30003966 SUI, respectively. The Trust determined the fair value per SUI to be $ 1.40 and $ 4.17 on December 31, 2025 and 2024, respectively using the price provided at 4:00 p.m., New York time, by the Digital Asset Trading Platform Market considered to be the Trust’s principal market (Coinbase). The following represents the changes in quantity of SUI and the respective fair value: F- 10 The following represents the changes in quantity of SUI and the respective fair value: (Amounts in thousands, except SUI amounts) Quantity Fair Value Balance at August 1, 2024 (the Commencement of the Trust’s Operations) - $ - SUI contributed 3,045,980.27138817 7,703 SUI distributed for Sponsor’s Fee, related party ( 16,102.97134851 ) ( 45 ) Net change in unrealized appreciation/depreciation on investment in SUI - 4,955 Net realized gain on investment in SUI - 22 Balance at December 31, 2024 3,029,877.30003966 $ 12,635 SUI contributed 130,000.40163124 448 SUI distributed for Sponsor’s Fee, related party ( 77,399.85401240 ) ( 234 ) Net change in unrealized appreciation/depreciation on investment in SUI - ( 8,583 ) Net realized gain on investment in SUI - 35 Balance at December 31, 2025 3,082,477.84765850 $ 4,301 4. Creations and Redemptions of Shares At December 31, 2025 and 2024, there were an unlimited number of Shares authorized by the Trust. The Trust creates (and, as of February 18, 2026, redeems) Shares from time to time, but only in one or more Baskets. The creation and redemption of Baskets on behalf of investors are made by the Authorized Participant in exchange for the delivery of SUI to the Trust or the distribution of SUI by the Trust. The amount of SUI required for each Creation Basket (or, as of February 18, 2026, redemption Basket) is determined by dividing (x) the amount of SUI owned by the Trust at 4:00 p.m., New York time, on such trade date of a creation or redemption order, after deducting the amount of SUI representing the U.S. dollar value of accrued but unpaid fees and expenses of the Trust, by (y) the number of Shares outstanding at such time and multiplying the quotient obtained by 100 (or, as of February 18, 2026, 10,000 ). Each Share represented approximately 14.4785 and 14.8451 SUI at December 31, 2025 and 2024, respectively. The decrease in the amount of SUI represented by each Share is primarily a result of the periodic withdrawal of SUI to pay the Sponsor’s Fee. The cost basis of investments in SUI recorded by the Trust is the fair value of SUI, as determined by the Trust, at 4:00 p.m., New York time, on the date of transfer to the Trust by the Authorized Participant, or Liquidity Provider, based on the Creation Baskets. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of each Share to investors. The Authorized Participant, or Liquidity Provider, may realize significant profits buying, selling, creating, and, as of February 18, 2026, redeeming Shares as a result of changes in the value of Shares or SUI. As of December 31, 2025, the Trust was not operating a redemption program and was not accepting redemption requests. On December 5, 2025, the Sponsor filed with the SEC a registration statement on Form S-1, as amended through February 17, 2026, to register the Shares of the Trust under the Securities Act of 1933. On February 17, 2026, the Sponsor authorized the commencement of a redemption program when the registration statement on Form S-1 was declared effective. Please refer to the subsequent events as discussed in Note 11 for additional details. F- 11 5. Income Taxes The Sponsor takes the position that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes. Assuming that the Trust is a grantor trust, the Trust will not be subject to U.S. federal income tax. Rather, if the Trust is a grantor trust, each beneficial owner of Shares will be treated as directly owning its pro rata Share of the Trust’s assets and a pro rata portion of the Trust’s income, gains, losses and deductions will “flow through” to each beneficial owner of Shares. If the Trust were not properly classified as a grantor trust, the Trust might be classified as a partnership for U.S. federal income tax purposes. However, due to the uncertain treatment of digital assets, with respect to staking and including forks, airdrops and similar occurrences for U.S. federal income tax purposes, there can be no assurance in this regard. If the Trust were classified as a partnership for U.S. federal income tax purposes, the tax consequences of owning Shares generally would not be materially different from the tax consequences described herein, although there might be certain differences, including with respect to timing. In addition, tax information reports provided to beneficial owners of Shares would be made in a different form. If the Trust were not classified as either a grantor trust or a partnership for U.S. federal income tax purposes, it would be classified as a corporation for such purposes. In that event, the Trust would be subject to entity-level U.S. federal income tax (currently at the rate of 21 %) on its net taxable income and certain distributions made by the Trust to shareholders would be treated as taxable dividends to the extent of the Trust’s current and accumulated earnings and profits. In accordance with U.S. GAAP, the Trust has defined the threshold for recognizing the benefits of tax positions in the financial statements as “more-likely-than-not” to be sustained by the applicable taxing authority and requires measurement of a tax position meeting the “more-likely-than-not” threshold, based on the largest benefit that is more than 50% likely to be realized. Tax positions deemed to meet the “more-likely-than-not” threshold are recorded as a tax benefit in the current period. As of, and during the year ended December 31, 2025 and the period from August 1, 2024 (the commencement of the Trust's operations) to December 31, 2024, the Trust did not have a liability for any unrecognized tax amounts. However, the Sponsor’s conclusions concerning its determination of “more-likely-than-not” tax positions may be subject to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance, and ongoing analyses of and changes to tax laws, regulations and interpretations thereof. The Sponsor of the Trust has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions related to federal, state and local income taxes existed as of December 31, 2025 and 2024. 6. Related Parties The Trust considered the following entities, their directors, and certain employees to be related parties of the Trust as of December 31, 2025: DCG, GSO, GSIS, and Grayscale Securities. As of December 31, 2025 and 2024, 43,067 and 40,921 Shares of the Trust were held by related parties of the Trust, respectively. On January 1, 2025, GSI consummated an internal corporate reorganization (the “Reorganization”), pursuant to which GSI, the Sponsor of the Trust prior to the Reorganization, merged with and into GSO, a Delaware limited liability company and a consolidated subsidiary of DCG, with GSO continuing as the surviving company (the “Merger”). As a result of the Merger, GSO succeeded by operation of law to all the rights, powers, privileges and franchises and became subject to all of the obligations, liabilities, restrictions and disabilities of GSI, including with respect to the Sponsor Contracts (as defined below), all as provided under the Delaware Limited Liability Company Act. The Reorganization is not expected to have any material impact on the operations of the Trust. In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO assigned certain contracts pertaining to its role as Sponsor (as such term is defined in the Trust Agreement) of the Trust (such contracts, the “Sponsor Contracts”) to GSIS, a Delaware limited liability company and a consolidated subsidiary of GSO, whereby GSIS assumed all of the rights and obligations of GSO under the Sponsor Contracts. Other than the assumption of the Sponsor Contracts by GSIS, the Reorganization does not alter the rights or obligations under any of the Sponsor Contracts. In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO and GSIS executed a Certificate of Admission, pursuant to which GSIS was admitted as an additional Sponsor of the Trust under the Trust Agreement, by and among GSO (as successor in interest to GSI), the Trustee, and the shareholders from time to time thereunder, as amended from time to time. GSIS shall be subject to the rights and obligations of a Sponsor under the Trust Agreement. On January 3, 2025, GSO voluntarily withdrew as a Sponsor of the Trust pursuant to the terms of the Trust Agreement, and, effective May 3, 2025, became the sole remaining Sponsor of the Trust. On October 22, 2025, GSO Intermediate Holdings Corporation (“GSOIH”), a Delaware corporation which was the sole managing member of GSO, consummated an internal corporate reorganization (the “Management Reorganization”). Pursuant to the Management Reorganization, GSOIH transferred a portion of its common membership units of GSO for Class A shares of Grayscale Investments, Inc. (“Grayscale Investments”), a Delaware corporation incorporated in connection with the Management Reorganization, and ceded its F- 12 managing member rights in GSO to Grayscale Investments. As a result of the Reorganization, Grayscale Investments is now the sole managing member of GSO, the sole member of the Sponsor. Also in connection with the Reorganization, on October 22, 2025, DCG Grayscale Holdco, LLC (“DCG Holdco”), the sole stockholder of Grayscale Investments, elected a board of directors (the “Board”) at Grayscale Investments. On February 17, 2026, the Sponsor and the Trustee entered into Amendment No. 1 to the Second A&R Trust Agreement in order to reduce the Sponsor’s Fee to 0.35 %, effective as of the Uplisting Date. As a result, effective February 18, 2026, the Sponsor’s Fee was lowered from 2.5 % to 0.35 %. In accordance with the Trust Agreement governing the Trust, the Trust pays a fee to the Sponsor, calculated as 0.35 % of the aggregate value of the Trust’s assets, less its liabilities (which include any accrued but unpaid expenses up to, but excluding, the date of calculation), as calculated and published by the Sponsor or its delegates in the manner set forth in the Trust Agreement (the “Sponsor’s Fee”). The Sponsor’s Fee accrues daily in U.S. dollars and is payable in SUI monthly in arrears prior to the reduction in Sponsor’s Fees on February 18, 2026 and daily in arrears on and after February 18, 2026. The amount of SUI payable in respect of each daily U.S. dollar accrual will be determined by reference to the same U.S. dollar value of SUI used to determine such accrual. For purposes of these financial statements, the U.S. dollar value of SUI is determined by reference to the Digital Asset Trading Platform Market that the Trust considers its principal market as of 4:00 p.m., New York time, on each valuation date. The Trust held no Incidental Rights or IR Virtual Currency as of December 31, 2025 and 2024 . No Incidental Rights or IR Virtual Currencies have been distributed in payment of the Sponsor’s Fee during the year ended December 31, 2025 or the period from August 1, 2024 (the commencement of the Trust's operations) to December 31, 2024. As partial consideration for receipt of the Sponsor’s Fee, the Sponsor is obligated under the Trust Agreement to assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including marketing fees; administrator fees, if any; custodian fees; transfer agent fees; trustee fees; the fees and expenses related to the listing, quotation or trading of the Shares on any secondary market (including customary legal, marketing and audit fees and expenses) in an amount up to $ 600,000 in any given fiscal year; ordinary course legal fees and expenses; audit fees; regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act or the Exchange Act; printing and mailing costs; the costs of maintaining the Trust’s website and applicable license fees (together, the “Sponsor-paid Expenses”), provided that any expense that qualifies as an Additional Trust Expense will be deemed to be an Additional Trust Expense and not a Sponsor-paid Expense. The Trust may incur certain extraordinary, non-recurring expenses that are not Sponsor-paid Expenses, including, but not limited to, taxes and governmental charges, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of shareholders, any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, the fees and expenses related to the listing, quotation or trading of the Shares on any secondary market (including legal, marketing and audit fees and expenses) to the extent exceeding $ 600,000 in any given fiscal year and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters (collectively “Additional Trust Expenses”). In such circumstances, the Sponsor or its delegate (i) will instruct the Custodian to withdraw from the Vault Balance SUI in such quantity as may be necessary to permit payment of such Additional Trust Expenses and (ii) may either (x) cause the Trust (or its delegate) to convert such SUI into U.S. dollars or other fiat currencies at the Actual Exchange Rate or (y) when the Sponsor incurs such expenses on behalf of the Trust, cause the Trust (or its delegate) to deliver such SUI in-kind to the Sponsor, in each case in such quantity as may be necessary to permit payment of such Additional Trust Expenses. The Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor’s Fee of the Trust in its discretion for stated periods of time. Effective February 18, 2026, the Sponsor has determined to waive the entire Sponsor’s Fee until the earlier of (x) May 18, 2026 or (y) the first date on which the NAV of the Trust exceeds $ 1.0 billion (such period, the “Fee Waiver Period”). If the Trust’s NAV exceeds $ 1.0 billion prior to May 18, 2026, the Sponsor’s Fee charged on assets over $ 1.0 billion would become 0.35 %. All investors will incur the same Sponsor’s Fee, which is the weighted average of those fee rates. After the Fee Waiver Period is over, the Sponsor’s Fee will be 0.35 %. For the year ended December 31, 2025 and the period from August 1, 2024 (the commencement of the Trust’s operations) to December 31, 2024, the Trust incurred Sponsor’s Fees of $ 233,756 and $ 45,381 , respectively. As of December 31, 2025 and 2024, there were no accrued and unpaid Sponsor’s Fees. In addition, the Sponsor may pay Additional Trust Expenses on behalf of the Trust, which are reimbursable by the Trust to the Sponsor. For the year ended December 31, 2025 and the period from August 1, 2024 (the commencement of the Trust's operations) to December 31, 2024, the Sponsor did not pay any Additional Trust Expenses on behalf of the Trust. 7. Risks and Uncertainties The Trust is subject to various risks including market risk, liquidity risk, and other risks related to its concentration in a single asset, SUI. Investing in SUI is currently highly speculative and volatile. F- 13 The Principal Market NAV of the Trust, calculated by reference to the principal market price in accordance with U.S. GAAP, relates primarily to the value of the SUI held by the Trust, and fluctuations in the price of SUI could materially and adversely affect an investment in the Shares of the Trust. The price of SUI has a limited history. During such history, SUI prices have been volatile and subject to influence by many factors, including the levels of liquidity. If Digital Asset Markets continue to experience significant price fluctuations, the Trust may experience losses. Several factors may affect the price of SUI, including, but not limited to, global SUI supply and demand, theft of SUI from global trading platforms or vaults, competition from other forms of digital currency or payment services, global or regional political, economic or financial conditions, and other unforeseen events and situations. The SUI held by the Trust are commingled, and the Trust’s shareholders have no specific rights to any specific SUI. In the event of the insolvency of the Trust, its assets may be inadequate to satisfy a claim by its shareholders. There is currently no clearing house for SUI, nor is there a central or major depository for the custody of SUI. There is a risk that some or all of the Trust’s SUI could be lost or stolen. There can be no assurance that the Custodian will maintain adequate insurance or that such coverage will cover losses with respect to the Trust’s SUI. Further, transactions in SUI are irrevocable. Stolen or incorrectly transferred SUI may be irretrievable. As a result, any incorrectly executed SUI transactions could adversely affect an investment in the Shares. The SEC, at least under the prior administration, has stated that certain digital assets may be considered “securities” under the federal securities laws. The test for determining whether a particular digital asset is a “security” is complex and difficult to apply, and the outcome is difficult to predict. A number of SEC and SEC staff actions with respect to a variety of digital assets demonstrate this difficulty. For example, public, though non-binding, statements by senior officials at the SEC have indicated that the SEC did not consider Bitcoin or Ether to be securities, and does not currently consider Bitcoin to be a security. Moreover, in a recent settlement with another market participant relating to allegations that it acted as an unregistered broker-dealer for facilitating trading in certain digital assets, the SEC highlighted that the firm would cease trading in all digital assets other than Bitcoin, Bitcoin Cash and Ether—activity that, if the SEC believed Ether was presently a security—would continue to constitute unregistered brokerage activity. The SEC staff has also provided informal assurances via no-action letter to a handful of promoters that their digital assets are not securities. Moreover, the SEC’s Division of Corporation Finance has published statements that it does not consider, under certain circumstances, “meme coins” or some stablecoins to be securities. However, such statements may be withdrawn at any time without notice and comment by the Division of Corporation Finance at the SEC or the SEC itself. In addition, the SEC has brought enforcement actions against the issuers and promoters of several other digital assets on the basis that the digital assets in question are securities and has not formally or explicitly confirmed that it does not deem Ether to be a security. These developments demonstrate the difficulty in applying the federal securities laws to digital assets generally. In January 2025, the SEC launched a crypto task force dedicated to developing a comprehensive and clear regulatory framework for digital assets led by Commissioner Hester Peirce. Subsequently, Commissioner Peirce announced a list of specific priorities to further that initiative, which included pursuing final rules related to a digital asset’s security status, a revised path to registered offerings and listings for digital assets-based investment vehicles, and clarity regarding digital asset custody, lending, and staking. On July 31, 2025, Chairman Atkins announced “Project Crypto,” a Commission-wide initiative to modernize securities rules for digital assets, reshore innovation in the United States, and implement the recommendations of the working group report. Chairman Atkins had directed the SEC’s policy divisions to work with the Crypto Task Force to draft “clear and simple rules of the road for crypto asset distributions, custody, and trading,” and the Commission and SEC staff will also consider using interpretive, exemptive, and other authorities with respect to digital asset markets. However, the efforts of the crypto task force have only just begun, and how or whether the SEC regulates digital asset activity in the future remains to be seen. If SUI is determined to be a “security” under federal or state securities laws by the SEC or any other agency, or in a proceeding in a court of law or otherwise, it may have material adverse consequences for SUI. For example, it may become more difficult for SUI to be traded, cleared and custodied as compared to other digital assets that are not considered to be securities, which could, in turn, negatively affect the liquidity and general acceptance of SUI and cause users to migrate to other digital assets. As such, any determination that SUI is a security under federal or state securities laws may adversely affect the value of SUI and, as a result, an investment in the Shares. In addition, if SUI is in fact a security, the Trust could be considered an unregistered “investment company” under the Investment Company Act of 1940, which could necessitate the Trust’s liquidation. In this case, the Trust and the Sponsor may be deemed to have participated in an illegal offering of securities and there is no guarantee that the Sponsor will be able to register the Trust under the Investment Company Act of 1940 at such time or take such other actions as may be necessary to ensure the Trust’s activities comply with applicable law, which could force the Sponsor to liquidate the Trust. To the extent a private key, held by the Custodian, required to access an address on the Sui Network holding SUI is lost, destroyed or otherwise compromised and no backup of the private keys are accessible, the Trust may be unable to access the SUI controlled by the private key and the private key will not be capable of being restored by the Sui Network. The processes by which SUI transactions are settled are dependent on the Sui peer-to-peer network, and as such, the Trust is subject to operational risk. A risk also exists with respect to previously unknown technical vulnerabilities, which may adversely affect the value of SUI. F- 14 The Trust relies on third-party service providers, including Staking Providers and custodial counterparties, to perform certain functions essential to its staking activities and other operations. Any disruptions to the Trust’s service providers’ business operations resulting from business failures, financial instability, security failures, government mandated regulation or operational problems could have an adverse impact on the Trust’s ability to access critical services and be disruptive to the operations of the Trust. The Sponsor and the Trust may be subject to various litigation, regulatory investigations, and other legal proceedings that arise in the ordinary course of its business. 8. Quarterly Statements of Operations Fiscal Year Ended December 31, 2025 Three Months Ended (unaudited) (Amounts in thousands) 31-Mar-25 30-Jun-25 30-Sep-25 31-Dec-25 Year Ended December 31, 2025 Expenses Sponsor’s Fee, related party $ 65 $ 60 $ 70 $ 39 $ 234 Net investment loss ( 65 ) ( 60 ) ( 70 ) ( 39 ) ( 234 ) Net realized and unrealized (loss) gain from: Net realized gain (loss) on investment in SUI 16 10 19 ( 10 ) 35 Net change in unrealized appreciation/depreciation on investment in SUI ( 5,883 ) 1,700 1,359 ( 5,759 ) ( 8,583 ) Net realized and unrealized (loss) gain on investment ( 5,867 ) 1,710 1,378 ( 5,769 ) ( 8,548 ) Net (decrease) increase in net assets resulting from operations $ ( 5,932 ) $ 1,650 $ 1,308 $ ( 5,808 ) $ ( 8,782 ) Fiscal Period from August 1, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 (Amounts in thousands) August 1, 2024 (the Commencement of the Trust’s Operations) to September 30, 2024 (unaudited) Three Months Ended December 31, 2024 (unaudited) August 1, 2024 (the Commencement of the Trust's Operations) to December 31, 2024 Expenses Sponsor’s Fee, related party $ 4 $ 41 $ 45 Net investment loss $ ( 4 ) $ ( 41 ) $ ( 45 ) Net realized and unrealized gain from: Net realized gain on investment in SUI 1 21 22 Net change in unrealized appreciation/depreciation on investment in SUI 1,255 3,700 4,955 Net realized and unrealized gain on investment 1,256 3,721 4,977 Net increase in net assets resulting from operations $ 1,252 $ 3,680 $ 4,932 F- 15 9. Financial Highlights Per Share Performance Year Ended December 31, 2025 August 1, 2024 (the Commencement of the Trust’s Operations) to December 31, 2024 Per Share Data: Principal Market NAV, beginning of year $ 61.90 $ 10.37 Net (decrease) increase in net assets from investment operations: Net investment loss ( 1.11 ) ( 0.44 ) Net realized and unrealized (loss) gain ( 40.59 ) 51.97 Net (decrease) increase in net assets resulting from operations ( 41.70 ) 51.53 Principal Market NAV, end of year $ 20.20 $ 61.90 Total return - 67.37 % 496.91 % Ratios to average net assets: Net investment loss - 2.50 % - 2.50 % Expenses - 2.50 % - 2.50 % Ratios of net investment loss and expenses to average net assets have been annualized. An individual shareholder’s return, ratios, and per Share performance may vary from those presented above based on the timing of Share transactions. The amount shown for a Share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the number of Shares issued in Creations occurring at an operational value derived from an operating metric as defined in the Trust Agreement. Total return is calculated assuming an initial investment made at the Principal Market NAV at the beginning of the period and assuming redemption on the last day of the period. 10. Indemnifications In the normal course of business, the Trust enters into certain contracts that provide a variety of indemnities, including contracts with the Sponsor and affiliates of the Sponsor, DCG and its officers, directors, employees, subsidiaries and affiliates, and the Custodian and the Additional Custodian as well as others relating to services provided to the Trust. The Trust’s maximum exposure under these and its other indemnities is unknown. However, no liabilities have arisen under these indemnities in the past and, while there can be no assurances in this regard, there is no expectation that any will occur in the future. Therefore, the Sponsor does not consider it necessary to record a liability in this regard. F- 16 11. Subsequent Events Listing on NYSE Arca Shares of the Trust began trading on NYSE Arca on February 18, 2026 (the “Uplisting Date”). On December 5, 2025, the Sponsor filed with the SEC a registration statement on Form S-1, as amended through February 17, 2026, to register the Shares of the Trust under the Securities Act of 1933. The registration statement on Form S-1 was declared effective on February 17, 2026. On February 17, 2026, the Sponsor and the Trustee entered into Amendment No. 1 to the Second A&R Trust Agreement in order to reduce the Sponsor’s Fee to 0.35 %, effective as of the Uplisting Date. As a result, effective February 18, 2026, the Sponsor’s Fee was lowered from 2.5 % to 0.35 %. In connection with the above, the Sponsor authorized the commencement of a redemption program. Effective February 18, 2026, the Trust creates and redeems Shares at such times and for such periods as determined by the Sponsor, but only in one or more whole Baskets. A Basket equals 10,000 Shares. The creation of a Basket requires the delivery to the Trust of the amount of SUI represented by one Share immediately prior to such creation multiplied by 10,000. The redemption of a Basket requires distribution by the Trust of the amount of SUI represented by one Share immediately prior to such redemption multiplied by 10,000. The Trust may from time to time halt creations and redemptions for a variety of reasons, including in connection with forks, airdrops and other similar occurrences. On or after January 28, 2026, the Sponsor on behalf of the Trust and the Transfer Agent entered into Participant Agreements with a number of unaffiliated Authorized Participants in connection with the listing and trading of the Shares on NYSE Arca. In connection with the entry into the Participant Agreements referred to above, as of February 18, 2026, the Sponsor amended, solely, with respect to the Trust, the Participant Agreement, dated as of August 1, 2024, between the Sponsor and Grayscale Securities, to remove the Trust as an entity covered by the Agreement. Effective February 18, 2026, Grayscale Securities no longer serves as Authorized Participant of the Trust. On October 3, 2025, the Trust, the Sponsor and Coinbase, Inc., the prime broker of the Trust (“Coinbase” or the “Prime Broker”), on behalf of itself and as agent for Coinbase Custody Trust Company, LLC (“Coinbase Custody” or the “Custodian”) and Coinbase Credit, Inc. (“Coinbase Credit” and, collectively with Coinbase and Coinbase Custody, the “Coinbase Entities”), entered into the Coinbase Prime Broker Agreement governing the Trust’s and the Sponsor’s use of the custodial and prime broker services provided by the Custodian and the Prime Broker. The Prime Broker Agreement establishes the rights and responsibilities of the Custodian, the Prime Broker, the Sponsor and the Trust with respect to the Trust’s SUI which is held in accounts maintained and operated by the Custodian, as a fiduciary with respect to the Trust’s assets, and the Prime Broker (together with the Custodian, the “Custodial Entities”) on behalf of the Trust. The Prime Broker Agreement became effective as of the Uplisting Date. On October 9, 2025, the Sponsor of the Trust, and The Bank of New York Mellon (“BNY”) entered into a Transfer Agency and Service Agreement (the “Transfer Agency and Service Agreement”) engaging BNY to serve as the transfer agent for the Trust (the “Transfer Agent”) effective as of the Uplisting Date. Under the Transfer Agency and Service Agreement, the Transfer Agent will provide the following services to the Trust and the Sponsor as of the Uplisting Date: (1) facilitate the issuance and redemption of shares of the Trust; (2) respond to correspondence by Trust shareholders and others relating to its duties; (3) maintain shareholder accounts; and (4) make periodic reports to the Trust. Fees paid to the Transfer Agent are a Sponsor-paid Expense. BNY also serves as the administrator for the Trust (the “Administrator”), providing administration and accounting services to the Trust, pursuant to a Fund Administration and Accounting Agreement dated as of October 9, 2025. The Administrator’s fees are paid on behalf of the Trust by the Sponsor. On October 9, 2025, the Sponsor and Continental Stock Transfer & Trust Company, a Delaware corporation (“Continental”), entered into a Co-Transfer Agency Agreement (the “Co-Transfer Agency Agreement”) engaging Continental to serve as a co-transfer agent for the Trust (the “Co-Transfer Agent”). In connection with the entry into the Transfer Agency and Services Agreement with BNY and the Co-Transfer Agency Agreement with Continental, the Sponsor and Continental agreed to terminate, as of the Uplisting Date, the transfer agency and services agreement, dated December 12, 2017, among the Sponsor, the Trust and Continental, pursuant to which Continental served as transfer agent for the Trust. As a result, effective as of the Uplisting Date, Continental will no longer act as the transfer agent for the Trust but will continue to serve as the Co-Transfer Agent. The Sponsor, on behalf of the Trust, is party to a marketing agent agreement dated October 22, 2025 (the “Marketing Agent Agreement”) with Foreside Fund Services, LLC (the “Marketing Agent”). Effective February 18, 2026, under the Marketing Agent Agreement, the Marketing Agent will provide the following services to the Sponsor: (i) assist the Sponsor in facilitating Participation Agreements between and among Authorized Participants, the Sponsor, on behalf of the Trust, and the Transfer Agent; (ii) provide prospectuses to Authorized Participants; (iii) work with the Transfer Agent to review and approve orders placed by the Authorized Participants and transmitted to the Transfer Agent; (iv) review and file applicable marketing materials with FINRA and (v) maintain, reproduce and store applicable books and records related to the services provided under the Marketing Agent Agreement. The Sponsor will pay the Marketing Agent an annual fee, as well as certain out-of-pocket fees and expenses of the Marketing Agent incurred in connection with its assistance in the marketing of the Trust and its Shares. F- 17 On February 17, 2026, the Trust changed its name from Grayscale Sui Trust (SUI) to Grayscale Sui Staking ETF by filing a Certificate of Amendment to the Certificate of Trust with the Delaware Secretary of State. Sui Foundation Investment On February 17, 2026, the Trust entered into the Sui Foundation Subscription Agreement, pursuant to which the Sui Foundation acquired Shares of the Trust in a private offering for an aggregate purchase price of approximately 20,000,000 SUI tokens. Staking On February 18, 2026, the Trust began staking its SUI pursuant to staking arrangements with the Custodian and certain third party staking providers, as described in the Trust’s registration statement on Form S-1. As of February 18, 2026, in connection with the Trust’s commencement of Staking, the Custodian and the Staking Provider are entitled to receive a portion of the gross Staking Consideration generated under the Staking Arrangements, reflecting the Custodian’s fee and the Staking Provider’s share of such Staking Consideration, with the remainder received by the Trust. In addition, pursuant to the Trust Agreement and as consideration for the Sponsor’s facilitation of Staking, the Sponsor is permitted to receive a fee equal to a portion of the Staking Consideration, payable in SUI (or, if applicable, in the form of any Other Staking Consideration), which accrues daily in U.S. dollars in an amount calculated as a per annum percentage of any Staking Consideration received by the Trust, as may be directed by the Sponsor in its sole discretion. The Sponsor’s Staking Portion is payable to the Sponsor daily in arrears. The Sponsor’s Staking Portion, the Custodian’s fee and the Staking Provider’s share of the Staking Consideration will comprise an aggregate of 23 % of the gross Staking Consideration generated under the Staking Arrangements. The Trust will receive and retain the remainder of such gross Staking Consideration. In-Kind Orders Prior to February 18, 2026, the Trust created Shares via both cash and in-kind transactions with the Authorized Participant and Liquidity Providers in exchange for SUI. As of the date of this Annual Report, Authorized Participants may submit orders to create or redeem Shares through transactions that are referred to as either “cash orders” or “in-kind orders,” in accordance with the agreements with Authorized Participants. Sponsor’s Fee Waiver Effective February 18, 2026, the Sponsor has determined to waive the entire Sponsor’s Fee until the earlier of (x) May 18, 2026 or (y) the first date on which the NAV of the Trust exceeds $ 1.0 billion (such period, the “Fee Waiver Period”). If the Trust’s NAV exceeds $ 1.0 billion prior to May 18, 2026, the Sponsor’s Fee charged on assets over $ 1.0 billion will be 0.35 %. All investors will incur the same Sponsor’s Fee, which is the weighted average of those fee rates. After the Fee Waiver Period is over, the Sponsor’s Fee will be 0.35 %. As of the close of business on March 19, 2026, the fair value of SUI determined in accordance with the Trust’s accounting policy was $ 0.96 per SUI. There are no known events that have occurred that require disclosure other than that which has already been disclosed in these notes to the financial statements. F- 18