SUI Group Holdings Ltd. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS On October 4, 2024, our Board of Directors authorized the repurchase of up to $2 million of our outstanding common stock from time to time in open market purchases and private transactions, ending on December 31, 2025. Repurchases under this repurchase authorization are subject to the discretion of the senior management team and market conditions, and as permitted by securities laws and other legal, regulatory and contractual requirements and covenants. Our common stock repurchase activity for the three months ended March 31, 2025 was as follows: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares That May Yet be Purchased Under Program January 2025 — $ — — $ February 2025 — $ — — $ March 2025 322,482 $ 1.95 322,482 $ 1,369,564 ITEM 5. OTHER ITEMS During the three months ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “ Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. - 22 - Table of Contents ITEM 6. EXHIBITS Exhibit Number Description 3.1 Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed January 23, 2013) 3.2 Amended and Restated Bylaws of Mill City Ventures III, Ltd. (incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form 10-SB filed on January 29, 2008) 10.1 Amendment No. 4 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 7, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 7, 2025) 10.2 Amendment No. 5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 22, 2025 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 3, 2025) 10.3 Amended and Restated Subordination and Intercreditor Agreement with Orion Pip, LLC, dated January 24, 2025 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on February 3, 2025) 10..4 Security Agreement with Mustang Funding, LLC, dated January 24, 2025 (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on February 3, 2025) 10.5 Executive Employment Agreement with Douglas M. Polinsky, dated effective January 1, 2025 (incorporated by reference to Exhibit 10.4 to the registrant's Current Report on Form 8-K filed on February 3, 2025) 10.6 Executive Employment Agreement with Joseph A. Geraci II, dated effective January 1, 2025 (incorporated by reference to Exhibit 10.5 to the registrant's Current Report on Form 8-K filed on February 3, 2025) 31.1 * Section 302 Certification of the Chief Executive Officer 31.2 * Section 302 Certification of the Chief Financial Officer 32.1 * Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 _____________ * Filed herewith - 23 - Table of Contents SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MILL CITY VENTURES III, LTD. Date: May 12, 2025 By: /s/ Douglas M. Polinsky Douglas M. Polinsky Chief Executive Officer Date: May 12, 2025 By: /s/ Joseph A. Geraci, II Joseph A. Geraci, II Chief Financial Officer - 24 -