SUI Group Holdings Ltd. 10-K

ITEM 1 BUSINESS Overview Sui Group Holdings Limited, formerly known as Mill City Ventures III, Ltd., is a Minnesota corporation headquartered in Wayzata, Minnesota. The Company was originally incorporated as Mill City Ventures III, Ltd. in the State of Minnesota on January 10, 2006. From our inception until December 13, 2012, we operated as a development-stage company involved in the gaming and entertainment industry. In 2013, we elected to become a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). We operated as a BDC until we withdrew our BDC election on December 27, 2019. Following the withdrawal of our BDC status, we operated as a publicly traded specialty finance company focused on short-term, non-bank lending solutions, which we refer to as our portfolio investment business. Our portfolio investment business focused on providing short-term specialty finance solutions primarily to private businesses, micro- and small-cap public companies and high-net-worth individuals. To avoid again becoming subject to regulation under the 1940 Act, we monitor our holdings as a whole with the aim of ensuring that no more than 40% of our total assets may consist of “investment securities,” as that term is defined and understood under the 1940 Act. In 2025, we undertook a strategic shift by launching the industry’s first SUI treasury strategy, under which the principal holding in our treasury reserve on the balance sheet is allocated to the native cryptocurrency of the Sui blockchain (commonly referred to as “SUI”). Since the launch of our digital asset treasury strategy, we have established the largest publicly traded SUI treasury, backed by an exclusive relationship with the Sui Foundation (the “Sui Foundation”), an independent organization dedicated to the advancement and adoption of the Sui network. On August 26, 2025, we formally changed our name to Sui Group Holdings Limited, following an amendment to our Articles of Incorporation filed with the Officer of the Minnesota Secretary of State. In conjunction with the name change and the rebranding, we changed our ticker symbol from “MCVT” to “SUIG”, aligning our public identity with our core blockchain initiatives. SUI Treasury Management Business We execute our SUI treasury management business by acquiring SUI tokens through open-market purchases, institutional-grade deal flow typically reserved for cryptocurrency funds, and a negotiated purchase agreement with the Sui Foundation. This structure enables broader investor access to SUI through a publicly traded vehicle. As the only SUI treasury with Sui Foundation support, we believe that we are uniquely positioned to capitalize on technology trends and ecosystem growth relating to SUI, while providing liquid, and institutional-grade access to blockchains designed for scalability and global adoption. We view SUI as our core holding and expect to continue to accumulate SUI. We have not set any specific target for the amount of SUI we seek to hold, and we will continue to monitor market conditions in determining whether to engage in financing to purchase additional SUI. This overall strategy also contemplates that we may (i) periodically sell SUI for general corporate purposes, including to generate cash for treasury management, acquisitions, or strategies that generate tax benefits in accordance with applicable law, and (ii) pursue strategies to create income streams or otherwise generate funds using our SUI holdings. As of December 31, 2025, we held 105 million SUI tokens in our treasury, representing $147 million in digital assets, and had loaned an additional 3 million SUI tokens. This equates to approximately 1.34 SUI per share of Common Stock and Pre-Funded Warrants (as defined below) issued to certain investors involved in the Private Placement. A significant majority of these holdings continue to be staked, generating an annualized yield of approximately 1.7% with the remaining holdings deployed toward higher yield-generating lending opportunities. These assets reflect our strategic commitment to the Sui blockchain infrastructure and serve as a flexible source of liquidity for future acquisitions and operational portfolio investments. On February 11, 2026, the Company announced that its native synthetic dollar, eSui Dollar (“suiUSDe”), launched on Sui Mainnet. Additionally, SUI Group announced the deployment of $10 million in newly minted suiUSDe into a vault operated by Ember Protocol, a vault and investment infrastructure provider incubated by the team behind Bluefin. Staking A significant majority of the Company’s SUI holdings are currently staked. Going forward, the Company intends to continue staking up to 100% of the SUI that has not been deployed toward other yield and investment opportunities to earn a yield of approximately 1.7% per annum based on daily average earnings data provided by the Company’s custodian, BitGo Bank & Trust, National Association (f/k/a BitGo Trust Company, Inc.) (“BitGo”). 6 Table of Contents Staking is facilitated through one or more third-party staking service providers. The staking service provider instructs BitGo to delegate SUI to one or more validator addresses in accordance with the Company’s staking policy. Although the validator receives the delegated SUI for staking purposes, custody and control of the assets remain at all times with BitGo. The Sui network operates using a Delegated-Proof-of-Stake system to secure and operate the network, meaning that the voting power of a validator in the network is determined by the amount of stake delegated to them by SUI token holders. The more stake delegated to a validator, the more voting power they have. In exchange for processing transactions and performing consensus, validators earn rewards based on the amount of transaction fees (the “Gas Fees”) collected. These rewards are then shared among stakers as staking rewards, which may be treated as income for U.S. federal income tax purposes. The amount of SUI the Company may receive as reward for its staking activity can vary significantly. The staking process is continuously adjusted in scale, in line with network and market conditions, to ensure the Company maintains sufficient liquidity for redemptions on any business day, subject to a one-day unbonding period. Staking activities involve a potential risk of SUI loss. Staked SUI are not subject to the protections enjoyed by depositors with the Federal Deposit Insurance Corporation (FDIC) or Securities Investor Protection Corporation (SIPC) member institutions. In addition, the Sui network dictates requirements for participation in validation activity, and may impose penalties, or “slashing,” if the relevant activities are not performed correctly, such as if the staker acts maliciously on the network, “double signs” any transactions, or experience extended downtimes. If validators’ staked SUI are slashed by the Sui network, their assets may be confiscated, withdrawn, or burnt by the network, resulting in losses to them. In combination, they deter malicious validators from attacking blockchains. The Company believes that the staking service providers with whom it contracts are reputable and will not engage in harmful behavior that could lead to slashing or penalties. Currently, the Company’s only staking service provider is Galaxy Digital LLC (the “Asset Manager”). Hedging The Company currently does not engage in derivative or hedging transactions. In the event the Company engages in derivative or hedging transactions in the future, it will notify investors via a prospectus supplement, current report on Form 8-K or annual or quarterly reports, as applicable, and/or on the Company’s website. The Company’s Policies Related to Air Drops, Incidental Rights and Hard Forks Airdrops: Airdrops refer to the distribution of digital assets to holders of an existing cryptocurrency, typically for promotional or network development purposes. The promoters of a new digital asset announce to holders of another digital asset that such holders will be entitled to claim a certain amount of the new digital asset for free, based on the fact that they hold such other digital assets. Airdrops may be conducted by sending a token to the holders of set amounts of SUI. Alternatively, airdrops may involve a user being entitled to claim tokens on a decentralized application, second-layer network or entirely separate digital asset network. As such, a user entitled to receive airdrops may be required to take little or significant actions in order to receive such airdropped tokens. The Company intends to evaluate each airdrop on a case-by-case basis, together with the Asset Manager, and in consultation with the Company’s legal and compliance advisors, in order to assess the asset’s legitimacy, market viability and regulatory implications. We may choose to accept, hold, sell or distribute airdropped assets based on their alignment with our financial objectives, regulatory compliance requirements and operational capabilities, subject to internal governance procedures. Incidental Rights : Incidental rights may arise when holders of a digital asset are granted additional privileges, such as voting rights, access to new tokens or other benefits associated with a blockchain protocol. The Company intends to review any incidental rights associated with our digital asset holdings to determine their economic and strategic value. If such rights are deemed material, we will disclose their receipt and our intended actions (e.g., exercising, transferring or declining such rights) in accordance with applicable securities laws and other applicable requirements. Decisions regarding incidental rights are made by our treasury team, with oversight from the audit committee (the “Audit Committee”) of the Company’s board of directors (the “Board”) to ensure compliance with corporate governance standards. 7 Table of Contents Hard Forks: A “hard fork” occurs when a blockchain protocol undergoes a significant change, resulting in a divergence that may create a new digital asset. In the event of a hard fork affecting our digital asset holdings, we will assess the resulting assets’ technical stability, market acceptance and regulatory status. The Board, together with the Asset Manager, in collaboration with the Company’s legal and compliance advisors, will determine whether to claim, hold or dispose of any new assets created by the hard fork. We aim to act in the best interests of our shareholders, balancing potential financial opportunities with risks related to market volatility, regulatory uncertainty and operational complexity. Any material actions taken in response to a hard fork will be disclosed promptly to investors, including through timely press releases and regulatory filings, as required. Private Placement and Digital Asset Purchase and Sale Agreement with Sui Foundation On July 27, 2025, the Company entered into securities purchase agreements (the “Securities Purchase Agreements”) with the investors identified on the signature pages thereto (the “PIPE Investors”) and a related registration rights agreement in connection with the issuance and sale in a private placement of the following securities to the PIPE Investors for gross proceeds of approximately $450 million: (i) 75,881,625 shares (the “Common Shares”) of the Company’s Common Stock and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 7,144,205 shares of Common Stock at an exercise price of $0.0001 per share (the “Private Placement”) paid for using a combination of cash and SUI tokens. The Company raised gross proceeds of approximately $138 million in SUI, approximately $53 million in USDT and approximately $259 million in cash and cash equivalents (the “Cash PIPE Proceeds”) in the Private Placement. On July 27, 2025, the Company entered into a Digital Asset Purchase and Sale Agreement (the “Digital Asset Purchase and Sale Agreement”) with the Sui Foundation, pursuant to which the Company agreed to purchase, and the Sui Foundation agreed to sell and transfer certain SUI tokens as set forth in one or more confirmations. On July 31, 2025, pursuant to the Digital Asset Purchase and Sale Agreement and a subsequent digital asset purchase and sale agreement dated July 31, 2025, the Company used approximately $140 million of the Cash PIPE Proceeds to acquire SUI (the “Initial Purchased Digital Assets”). For the 12 months following the Private Placement, subject to market conditions, the Company intends to continue to use approximately $140 million of Cash PIPE Proceeds to acquire additional SUI, in the open market with the Asset Manager as execution trader. The USD price per SUI token purchased pursuant to the Digital Asset Purchase and Sale Agreement will be equal to the product of (i) 0.85 multiplied by (ii) the twenty-four (24)-hour time weighted average price on the Closing Date (as defined in the Digital Asset Purchase and Sale Agreement), as reasonably calculated by the Company. Pursuant to the terms of the Digital Asset Purchase and Sale Agreement, the SUI tokens purchased will be subject to transfer restrictions for a period of two years plus 30 days following purchase. Notwithstanding the foregoing, the transfer restrictions will not apply to the extent necessary to enable the Company to comply, or to be in compliance with, the provisions of the 1940 Act. The Digital Asset Purchase and Sale Agreement also provide to the Sui Foundation with certain rights (but not an obligation) to purchase additional SUI tokens offered by the Company in certain transactions for a two-year period after the Closing Date. Custody of the Company’s SUI Holdings On July 26, 2025, the Company and BitGo entered into a Custodial Services Agreement (the “Custodial Agreement”) under which BitGo agrees to safeguard the private keys and cryptocurrency assets that the Company deposits with it. BitGo’s custodial accounts are segregated and maintained offline for heightened security, and BitGo carries insurance policies that may cover certain losses. BitGo is a qualified custodian regulated by the South Dakota Division of Banking. As a regulated custodian, BitGo is subject to a detailed statutory and regulatory framework, including holding customer assets in segregated client accounts on behalf of customers. Approximately 99% of the Company’s assets and private keys kept by BitGo are held in cold storage (i.e., offline) in segregated accounts and are never commingled with BitGo or other client assets. BitGo applies industry standards, such as CryptoCurrency Security Standard (CCSS) and SOC1 and SOC2, while also working with the most trusted brands in the industry and offering clients comprehensive insurance solutions. The BitGo ecosystem and architecture for private key management include the BitGo platform, hardware security modules (“HSMs”) and modular services. The BitGo cold custody solution is built on BitGo’s security to manage keys on behalf of customers. BitGo only signs transactions that have been authorized by its sponsor and follow the policies set by the account administrators. 8 Table of Contents The primary keys and backup keys are created offline using an Offline Vault Console (“OVC”) on air gapped laptops during a secure ceremony to create hardened cryptographic seeds that power the BitGo solution. This is to ensure only machines that have no access to the internet and are pristine are able to see private key material. Undisclosed personnel at BitGo hold the sharded keys (i.e., keys split into multiple fragments, called shards). When they are reconstituted, they are able to sign a transaction which moves funds in the public blockchain. To mitigate collusion, the individuals who have the sharded keys are different from those who have access to the vaults where the signings happen. The private key is reconstituted in the OVC, but only in internal memory. At no point is it displayed or shown to any user. After signing is done, the key is no longer available in memory. The OVC is run in a read-only disk, so once the laptop is powered off, there is no non-volatile storage of any kind to write back to disk. The OVC operates using a RAM disk, where it simulates a real hard disk, but it is completely ephemeral and is wiped as soon as the machine is power cycled or rebooted, thus wiping the reconstituted private key and preventing it from being copied or compromised. BitGo is a South Dakota trust company, and the private keys are strategically distributed across various geographic locations within the United States. In order to enhance security measures, BitGo refrains from disclosing the exact locations of these keys. At the time of wallet creation, BitGo creates a unique key pair within its HSMs in order to give each client a unique wallet on-chain. These online keys are wrapped by the BitGo HSM and stored within BitGo’s data vault for the BitGo platform keys used to sign transactions. As all custody wallets are segregated, the existence of SUI held by the Company can be verified on-chain by the Company or any other authorized party. BitGo cold wallets are supported by a $250 million insurance policy issued by Lloyd’s of London. The specifics of the policy include cyber insurance, errors and omissions insurance, and general specie. Any copying and theft of private keys, insider theft or dishonest acts by BitGo employees or executives, and loss of keys directly related to BitGo’s custody of keys should be covered by this amount. This insurance policy is shared among all of BitGo’s clients and is not specific to the trust or to customers holding SUI and may not be available or sufficient to protect the trust from all possible losses or sources of losses. The Company may purchase additional insurance coverage through BitGo’s underwriter, although the Company has not purchased such additional insurance cover as of February 20, 2026. BitGo is not FDIC insured. BitGo has established a business continuity plan that will support its ability to conduct business in the event of a significant business disruption. This plan is reviewed and updated annually, and can be updated more frequently, if deemed necessary, by BitGo in its sole discretion. Should BitGo be impacted by a significant business disruption, BitGo aims to minimize business interruption as quickly and efficiently as possible. The Custodial Agreement commenced on July 26, 2025, and will continue for one (1) year, unless earlier terminated in accordance with the terms of the Custodial Agreement. After the initial term, the Custodial Agreement will automatically renew for one-year successive renewal terms, unless either party notifies the other of its intention not to renew with at least 60 days’ prior-notice. Either party may terminate the Custodial Agreement for a material breach if such breach is not cured within 30 days following written notice thereof. BitGo may suspend or restrict the Company’s access to the custodial services and/or deactivate, terminate or cancel the Company’s custodial account for any reason upon providing at least thirty (30) days’ written notice to the Company, or immediately if BitGo perceives a risk of legal or regulatory non-compliance associated with the Company’s custodial account activity, among other things. The Company may terminate the Custodial Agreement at any time upon providing at least 30 days’ written notice to BitGo, paying outstanding amounts and an early termination fee equal to the highest monthly fees due for any month of services before such termination multiplied by the number of months remaining in the term. SUI, SUI Markets and Regulation of SUI This section provides a more detailed description of SUI, including information about the historical development of SUI, how SUI is held, how SUI is used in transactions, how SUI is traded, the spot markets where SUI can be bought, held and sold, the SUI over the counter (“OTC”) market and SUI validating. 9 Table of Contents SUI and the Sui Network SUI is a digital asset that is created and transmitted through the operations of the peer-to-peer Sui network, a network of computers that operates on cryptographic protocols. No single entity owns or operates the Sui network, the infrastructure of which is collectively maintained by a broad user base. The Sui network allows people to exchange tokens of value, called SUI, which are recorded on a public transaction ledger known as a blockchain. SUI can be used to pay for transaction fees and network operations, including computational power on the Sui network, or it can be converted to fiat currencies, such as the U.S. dollar, at rates determined on digital asset trading platforms or in individual end-user-to-end-user transactions under a barter system. Furthermore, the Sui network was designed to allow users to write and implement smart contracts — that is, general-purpose code that executes on the network and can instruct the transmission of information and value based on a sophisticated set of logical conditions. Using smart contracts, users can create markets, store registries of debts or promises, represent the ownership of property, move funds in accordance with conditional instructions and create digital assets other than SUI on the Sui network. Smart contract operations are executed on the Sui blockchain in exchange for payment of SUI. Like the Ethereum network, the Sui network is one of a number of projects intended to expand blockchain use beyond just a peer-to-peer money system. The Sui network primarily uses a delegated proof-of-stake consensus mechanism to incentivize SUI holders to validate transactions. Unlike proof-of-work, in which miners expend computational resources to compete to validate transactions and are rewarded coins in proportion to the amount of computational resources expended, in proof-of-stake, validators risk or “stake” coins to compete to be randomly selected to validate transactions and are rewarded coins in proportion to the amount of coins staked. Any malicious activity, such as disagreeing with the eventual consensus or otherwise violating protocol rules, results in the forfeiture or “slashing” of a portion of the staked coins. Proof-of-stake is viewed as more energy efficient and scalable than proof-of-work. Unlike many other smart contract platforms that batch transactions into blocks, SUI validators individually validate transactions. SUI uses “Narwhal” and “Bullshark” as its memory pool and consensus engines, respectively, which supplement proof-of-stake by allowing transactions performed on SUI to be verified and executed in parallel, rather than sequentially like in prominent blockchains such as Bitcoin and Ethereum. Under Narwhal, instead of a proposing validator broadcasting all transactions in a block to the other validators, the proposing validators send references to transactions that other validators have already received in their local memory pools. These memory pools serve as logs of unprocessed transactions awaiting verification and execution on a blockchain. The transaction data can thus bypass the full consensus process, removing the large data transmission step which often impedes proof-of-stake consensus and introduces latency. Further unlike traditional blockchains, which add transactions in a single, linear sequence, Bullshark uses a structure whereby each transaction points to multiple previous transactions, allowing many transactions to be processed at the same time. The purpose of Narwhal and Bullshark is to increase scalability of a blockchain allowing for parallel processing of transactions and increasing transaction speed. Founding The Sui network was initially conceived in 2021 by Evan Cheng, Adeniyi Abiodun, Sam Blackshear, George Danezis, and Kostas Chalkias to continue research initially performed while the group was employed by Meta Platforms, Inc., in which they collaborated on a digital asset project called Diem (formerly known as Libra). Mysten Labs Inc. (“Mysten”), an independent consortium of blockchain software developers which has partially contributed to and continues to contribute to the development of the Sui network, formed as an outgrowth of the Diem project. The Sui Foundation is an independent nonprofit entity that supports research and development of open-source technology related to SUI. Although Mysten and the Sui Foundation continue to exert significant influence over the direction of the development of SUI, the Sui network is distributed and does not require governmental authorities or financial institution intermediaries to create, transmit or determine the value of SUI. Technology and Operation Parallel Execution and Object-Centric Model Unlike traditional blockchain models that rely on sequential transaction execution, SUI’s architecture enables parallel transaction execution, significantly increasing throughput. Transactions involving independent objects can be processed simultaneously, reducing bottlenecks. The object-centric model provides a more intuitive and developer-friendly way to structure smart contracts. Each object has a defined owner, allowing SUI to optimize state management and computation. 10 Table of Contents Narwhal and Bullshark Consensus Mechanism The Sui network employs a dual-layer consensus mechanism known as Narwhal and Bullshark, which decouples transaction ordering from execution. Narwhal is a key component of the Sui network’s consensus mechanism. It is a high-performance memory pool that organizes transactions into a directed acyclic graph structure. This organization allows for efficient transaction processing and reduces the likelihood of bottlenecks. Narwhal’s design ensures that the Sui network can maintain high throughput and low latency, making it suitable for applications that require rapid transaction processing. Bullshark is the consensus protocol used by the Sui network, built on top of Narwhal. It is designed to achieve fast finality and high security. Bullshark uses a byzantine fault tolerant consensus mechanism, which ensures that the network can reach consensus even in the presence of malicious actors. This protocol is optimized for performance, allowing the Sui network to process a large number of transactions per second while maintaining a high level of security. Smart Contracts and Development on the Sui Network Smart contracts are programs that run on a blockchain that can be executed automatically when certain conditions are met. Smart contracts facilitate the exchange of anything representative of value, such as money, information, property, or voting rights. Using smart contracts, users can send or receive digital assets, create markets, store registries of debt or promises represent ownership of property or a company, move funds in accordance with conditional instructions and create new digital assets. Development on the Sui network involves building more complex tools on top of smart contracts, such as decentralized apps and organizations that are autonomous, known as decentralized autonomous organizations, and entirely new decentralized networks. For example, a company that distributes charitable donations on behalf of users could hold donated funds in smart contracts that are paid to charities only if the charity satisfies certain pre-defined conditions. In total, as of the date of this Annual Report, approximately 100 apps are currently built on the Sui network, including in the collectible non-fungible tokens (“NFT”), gaming, music streaming, and decentralized finance categories. Additionally, the Sui network has been used for decentralized finance (“DeFi”) platforms, which seek to democratize access to financial services, such as borrowing, lending, custody, trading, derivatives and insurance, by removing third-party intermediaries. DeFi can allow users to lend and earn interest on their digital assets, exchange one digital asset for another and create derivative digital assets such as stablecoins, which are digital assets pegged to a reserve asset such as fiat currency. Unlike tokens, which are primarily used for payments and transaction fees, NFTs represent ownership of unique digital or real-world assets. On the Sui network, NFTs can encode rights to in-game assets, digital art, music, or utility tokens within applications. NFTs are tradable across applications, contributing to a new, internet-native economy. This new paradigm allows users to own rights to other assets through NFTs, which enable users to trade them with others on the Sui network. For example, an NFT may convey rights to a digital asset that exists in an online game or a decentralized app, and users can trade their NFT in the decentralized app or game, and carry them to other digital experiences, creating an entirely new free-market internet-native economy that can be monetized in the physical world. Overview of the Sui network’s Operations In order to own, transfer or use SUI directly on the Sui network (as opposed to through an intermediary, such as a custodian), a person generally must have internet access to connect to the Sui network. SUI transactions may be made directly between end-users without the need for a third-party intermediary. The Sui network prevents double-spending by validating and recording transactions either through direct validator execution or, when needed, via consensus. Transactions involving shared objects are memorialized on the Sui blockchain to ensure consistency and prevent conflicts. This verification process is managed by validators who either directly execute transactions or reach consensus to include shared-object transactions in checkpointed blocks. These blocks form part of the Sui blockchain, which acts as a source of truth for shared state. Unlike traditional blockchains that rely solely on the sequential production of blocks for all transactions, the Sui network differentiates between independent and shared transactions. Independent transactions can be executed in parallel without global ordering, while only shared transactions require consensus and block inclusion. 11 Table of Contents SUI Token Issuance Initial Creation of SUI and SUI Supply Unlike Bitcoin, which was solely created through a progressive mining process, 10 billion SUI were created in connection with the launch of the Sui network. Following the launch of the Sui network, no further SUI will be created unless a hard fork of the Sui network’s protocol occurs. The Sui network’s total supply of 10 billion SUI tokens is unlocked according to a distribution and unlock schedule designed to balance liquidity, stability, and long-term growth. The current unlock schedule is subject to adjustments as determined by the Sui Foundation to ensure a stable tokenomics model that supports the Sui network’s health and will be available for download via an application programming interface maintained by the Sui Foundation. According to the Sui Foundation, distributions of locked SUI tokens were made to Series A and Series B investors and early contributors beginning in April 2024, and distributions of locked SUI tokens were made to Mysten Labs Treasury beginning in October 2023. The Sui network, or “mainnet” launched on May 3, 2023 with a portion of the total supply made liquid at launch. At or shortly after launch, the mainnet was supported by over 100 validators and over 400 nodes. DeepBook, the Sui network’s first native liquidity layer, launched in July 2023. This central limit order book gives DeFi protocols and other app builders a mechanism to support both market and limit token swaps. By mid-July 2023, the Sui network had approximately one million active wallets, rising to approximately three million active wallets by mid-August 2023, nine million active wallets by the end of November 2023, and over 120 million active wallets by mid-April 2025. On September 13, 2023, zkLogin, a new primitive, launched on the Sui network, letting builders incorporate authorization through existing credentials from providers such as Google, Facebook and Twitch. This development significantly eased the onboarding path for new Web3 users. By February 2024, DeFi protocols on the Sui network had reached $500 million in total value locked, putting the Sui network in the top ten blockchains by that metric. That number rose to $1 billion in total value locked by the end of September 2024, and $2 billion in January 2025. By April 2024, the beta version of the 2024 edition of the Move programming language became available, which added many useful new features, including method syntax, positional fields, and loop labels. On June 18, 2024, Mysten Labs announced the launch of Walrus, a decentralized data storage network that uses SUI as a coordination layer. Walrus launched on the Sui network in April 2025. On August 6, 2024, engineers launched Mysticeti, a new consensus mechanism for the Sui network that could allow the Sui network to process shared object transactions with even less latency. In September 2024, Agora’s U.S. dollar-backed stablecoin (AUSD) arrived on the Sui network, giving DeFi users a new option for token purchases and swaps. The advent of a new coin AUSD on the Sui network, which was previously launched on Ethereum and Avalanche, was one of a number of native stablecoins on the Sui network. suiUSDe, which is the SUI-native version of USDC, another stablecoin, was added to the Sui network in October 2024, and FDUSD, yet another stablecoin, was added to the Sui network in November 2024. The SUI token serves four purposes on the Sui network. First, SUI can be staked within an “epoch” in order to participate in the proof-of-stake mechanism. Second, SUI is the asset denomination needed for paying the Gas Fees to execute transactions or other operations on the Sui network. Third, SUI can be used as a versatile and liquid asset for various applications including the standard features of money — a unit of account, a medium of exchange, or a store of value — and more complex functionality enabled by smart contracts, interoperability, and composability across the Sui ecosystem. Fourth, and finally, SUI plays an important role in governance by acting as a right to participate in on-chain voting on issues such as protocol upgrades. The SUI token powers a variety of real-world applications: 1. Decentralized Finance: Lending and borrowing protocols allow users to supply SUI for interest or borrow against collateral. Yield farming and staking rewards allow liquidity providers to earn yield by participating in automated market makers and liquidity pools. Stablecoins and payments benefit from SUI’s fast and low-cost transactions, making it attractive for cross-border transfers and remittances. 2. Non-Fungible Tokens: NFT minting and trading allow artists and developers to create and trade NFTs on SUI’s blockchain with low minting costs. On-chain gaming assets enable in-game items, skins, and collectibles to be represented as NFTs, unlocking true ownership. 3. Gaming and Metaverse: Play-to-earn gaming economies allow players to earn rewards in a decentralized manner. Low-latency transactions enable smooth in-game purchases and seamless on-chain interactions. 4. Supply Chain and Enterprise Solutions: Provenance and authentication solutions track goods transparently, with the goal of ensuring authenticity and reducing fraud. Enterprise blockchain integration supports identity management, record-keeping, and automation. 5. Identity Verification and Security: Decentralized identity solutions verify credentials and aim to prevent fraud. Data privacy enhancements allow privacy-preserving transactions and selective disclosure mechanisms. 12 Table of Contents Limits on SUI Supply SUI has a total supply of 10 billion tokens, meaning no additional SUI will be minted beyond this limit unless a “hard fork” of the Sui network’s protocols occur, as described above. At network launch, a portion of the total supply was in circulation, while the remaining tokens are being released progressively over time, unless a hard fork of the Sui network’s protocols occur. The structured emission schedule is designed to support network security, incentivize validators and participants, and sustain the long-term growth of the Sui network. Additionally, pursuant to the Digital Asset Purchase and Sale Agreement, the Initial Purchased Digital Assets (approximately 42% of the Company’s SUI holdings as of December 31, 2025) are subject to a lock-up period of thirty (30) days after the two-year anniversary of the closing date. Governance of the Sui Network and Modifications to the Protocol SUI token holders participate in network governance by voting on protocol upgrades, fee adjustments, and validator policies and incentives. The governance model is designed to be inclusive and transparent, encouraging community-driven decision-making. The Sui Foundation oversees ecosystem development, distributing funds for grants, research, and innovation to drive network growth. The Sui Foundation is an independent, non-profit entity established to support and advance the adoption, security, and sustainability of the Sui network. The Sui Foundation is dedicated to fostering an open ecosystem that empowers developers, users, and enterprises to build and interact with blockchain-based applications. As the primary steward of the Sui network, it plays a pivotal role in the protocol’s long-term development by overseeing ecosystem growth, allocating community resources, funding research initiatives, and ensuring governance transparency. The Sui Foundation operates in alignment with the principles of decentralization, innovation, and inclusivity, promoting an equitable and sustainable blockchain ecosystem. The core development team behind the Sui network is Mysten, a blockchain technology company focused on developing innovative and scalable solutions to enhance decentralized applications and blockchain infrastructure. Mysten played a foundational role in designing and launching the Sui network. The Company continues to contribute to SUI’s technical advancements while fostering an ecosystem of developers, enterprises, and users who leverage its cutting-edge infrastructure. Mysten operates as a private technology company and is distinct from the Sui Foundation, which oversees governance, community funding, and decentralization efforts for the Sui network. While Mysten remains a significant contributor, the long-term evolution of SUI is guided by decentralized governance mechanisms and community participation. Summary of a SUI Transaction The following is a summary of a payment transaction of SUI on the Sui network. Prior to engaging in SUI transactions directly on the Sui network, users generally must first install on their computer or mobile device a Sui network software program that will allow the user to generate a private and public key pair associated with a SUI address. The Sui network software program and the SUI address also enable the user to connect to the Sui network and transfer SUI to, and receive SUI from, other users. Each Sui network address, or wallet, is associated with a unique “public key” and “private key” pair. To receive SUI, the SUI recipient must provide its public key to the party initiating the transfer. This activity is analogous to a recipient for a transaction in U.S. dollars providing a routing address in wire instructions to the payor so that cash may be wired to the recipient’s account. The payor approves the transfer to the address provided by the recipient by “signing” a transaction that consists of the recipient’s public key with the private key of the address from where the payor is transferring the SUI. The recipient, however, does not make public or provide to the sender its related private key. Wallets used to store cryptographic keys can be “hot” or “cold.” A hot wallet is connected to the internet, and is thus readily available to facilitate trading, but may be more vulnerable to hacking. A cold wallet is a wallet that stores cryptographic keys offline, such as on a computer that has no internet access, a segregated piece of hardware, or a piece of paper. 13 Table of Contents Neither the recipient nor the sender reveal their private keys in a transaction, because the private key authorizes transfer of the funds in that address to other users. Therefore, if a user loses his or her private key, the user may permanently lose access to the SUI contained in the associated address. Likewise, SUI is irretrievably lost if the private key associated with them is deleted and no backup has been made. When sending SUI, a user’s Sui network software program must validate the transaction with the associated private key. In addition, since every computation on the Sui network requires processing power, there is a transaction fee involved with the transfer that is paid by the payor. The resulting digitally validated transaction is sent by the user’s Sui network software program to the Sui network validators to allow transaction confirmation. Sui network validators record and confirm transactions when they validate and add blocks of information to the Sui blockchain. When a validator validates transactions, it creates a block, which includes data relating to (i) the verification of newly submitted and accepted transactions and (ii) a reference to transactions prior to the transactions is being added. The validator becomes aware of outstanding, unrecorded transactions through the data packet transmission and distribution discussed above. Upon the addition of a block of SUI transactions, the Sui network software program of both the spending party and the receiving party will show confirmation of the transaction on the Sui blockchain and reflect an adjustment to the SUI balance in each party’s Sui network public key, completing the SUI transaction. Once a transaction is confirmed on the Sui blockchain, it is irreversible. Some SUI transactions are conducted “off-blockchain” and are therefore not recorded in the Sui blockchain. These “off-blockchain transactions” involve the transfer of control over, or ownership of, a specific digital wallet holding SUI or the reallocation of ownership of certain SUI in a pooled-ownership digital wallet, such as a digital wallet owned by a Digital Asset Trading Platform. In contrast to on-blockchain transactions, which are publicly recorded on the Sui blockchain, information and data regarding off-blockchain transactions are generally not publicly available. Therefore, off-blockchain transactions are not truly Sui transactions in that they do not involve the transfer of transaction data on the Sui network and do not reflect a movement of Sui between addresses recorded on the Sui network’s blockchain. For these reasons, off-blockchain transactions are subject to risks as any such transfer of SUI ownership is not protected by the protocol behind the Sui network or recorded in, and validated through, the blockchain mechanism. SUI Markets and Exchanges SUI can be transferred in direct peer-to-peer transactions through the direct sending of SUI over the Sui network from one Sui network address to another. SUI can be used as a means to conduct cross-border payments and to pay other users of the Sui network for goods and services under what resembles a barter system. Consumers can also pay merchants and other commercial businesses for goods or services through direct peer-to-peer transactions on the Sui network or through third-party service providers. In addition to using SUI to engage in cross-border transactions or payment for goods and services, investors may purchase and sell SUI to speculate as to the price of SUI in the SUI market, or as a long-term investment to diversify their portfolio. The price of SUI within the market is determined, in part, by the supply of and demand for SUI in the global SUI market, market expectations for the adoption of SUI as a store of value or as a viable cross-border payments facilitator, the number of merchants that accept SUI, the regulatory challenges faced by SUI, and the volume of peer-to-peer transactions, among other factors. SUI spot markets typically permit investors to open accounts with the market and then purchase and sell SUI via websites or through mobile applications. Prices for trades on SUI spot markets are typically reported publicly. An investor opening a trading account on a digital asset trading platform must deposit an accepted government-issued currency into its account with the trading platform, or a previously acquired digital asset, before they can purchase or sell assets on the trading platform. The process of establishing an account with a digital asset trading platform and trading SUI is different from, and should not be confused with, the process of users sending SUI from one SUI address to another SUI address on the Sui network. This latter process is an activity that occurs on the Sui network, while the former is an activity that occurs entirely within the order book operated by the digital asset trading platform. The digital asset trading platform typically records the investor’s ownership of SUI in its internal books and records, rather than on the Sui network. The digital asset trading platform ordinarily does not transfer SUI to the investor on the Sui network unless the investor makes a request to the exchange to withdraw the SUI in its platform trading account to an off-platform SUI wallet. 14 Table of Contents The SUI market is largely institutional in nature, and SUI market participants generally consist of institutional entities, such as firms that offer two-sided liquidity for SUI, investment managers, proprietary trading firms, high-net-worth individuals that trade SUI on a proprietary basis, entities with sizeable SUI holdings, and family offices. The SUI market provides a relatively flexible market in terms of quotes, price, quantity, and other factors, although it tends to involve large blocks of SUI. The SUI market has no formal structure and no open-outcry meeting place. Parties engaging in “OTC” transactions will agree upon a price — often via phone or email — and then one of the two parties will then initiate the transaction. For example, a seller of SUI could initiate the transaction by sending the SUI to the buyer’s SUI address. The buyer would then wire U.S. dollars to the seller’s bank account. OTC trades are sometimes hedged and eventually settled with concomitant trades on digital asset trading platforms. SUI Token Circulation Newly created SUI are generated through a process referred to as “staking” which occurs when an actor on the Sui network acquires SUI and then pledges that SUI as collateral. This collateral is then put at risk in exchange for the validator collecting rewards for services rendered to the Sui network in the process of forming consensus and adding blocks to the blockchain. When the recipient makes newly minted SUI available for sale, there can be downward pressure on the price of SUI as the new supply is introduced into the SUI market. The Sui network contains several deflationary measures. The total number of SUI that can ever be created is capped at 10 billion, unless a hard fork of the Sui network’s protocol occurs, as described above. For as long as the supply of SUI is capped, increased activity on the network has a deflationary effect as the Sui network’s Storage Fund grows in relation to the amount of data stored, which effectively takes more SUI out of circulation. The Sui network’s supply of 10 billion SUI tokens is unlocked according to a distribution and unlock schedule designed to balance liquidity, stability, and long-term growth. The Sui “mainnet” launched on May 3, 2023 with a portion of the total supply made liquid at launch. SUI Value Digital asset trading platform valuations The value of SUI is determined by the value that various market participants place on SUI through their transactions. The most common means of determining the value of a SUI is by surveying one or more digital asset trading platforms where SUI is traded publicly and transparently. Additionally, there may be OTC dealers or market makers that transact in SUI. Digital asset trading platform public market data On each online digital asset trading platform, SUI is traded with publicly disclosed valuations for each executed trade, measured by one or more fiat currencies such as the U.S. dollar or euro or by the widely used cryptocurrencies Bitcoin and Ethereum. OTC dealers or market makers do not typically disclose their trade data. Forms of Attack Against the Sui Network All networked systems are vulnerable to various kinds of attacks. As with any computer network, the Sui network contains certain vulnerabilities. The Sui network relies on a network of validator nodes that agree on the order and validity of transactions. These nodes form the backbone of the consensus process. If the malicious actor cannot control the validator nodes directly, they might attempt to compromise the validators that are already trusted by the network. This could involve hacking, bribery, deception or coercion. A malicious actor could also conduct an “eclipse attack.” In an eclipse attack, a malicious actor could isolate parts of the network so that the malicious actor’s nodes can influence the consensus in isolated sections of the network, eventually leading to a split or takeover. This is not intended as an exhaustive list of all forms of attack against the Sui network. For additional information, see “Risk Factors.” 15 Table of Contents SUI Transaction Fees In proof-of-stake blockchain networks, Gas Fees also contribute to incentivizing validators who maintain the ledger and ensure the integrity of the network. Gas Fees are a fundamental component of blockchain networks, serving as a mechanism to compensate validators for processing transactions and executing smart contracts. These fees are required to allocate computational resources efficiently, prevent spam, and maintain network security. Gas Fees vary based on factors such as network congestion, transaction complexity, and the execution of smart contracts. The structure of Gas Fees is typically designed to balance affordability for users while providing adequate incentives for validators to secure the network and process transactions promptly. The Sui network splits Gas Fees into two parts: computational fees and storage fees. Computational fees cover the cost of processing transactions, set by validators each epoch through a reference price. Storage fees, paid upfront when creating or changing objects, go into a storage fund — a pool that compensates validators for keeping data on-chain long-term. If users delete unneeded data, they receive a rebate from this storage fund. The Sui network employs a gas fee model that ensures predictable and efficient transaction processing while minimizing costs for users. Gas Fees in the Sui network are denominated in SUI and serve the following key functions: 1. Transaction Processing. Every transaction on the Sui network, including transfers, smart contract executions, and decentralized application interactions, requires a Gas fee. This fee compensates validators for verifying and processing the transaction. 2. Resource Allocation and Network Efficiency . The Sui network uses a unique transaction processing model that supports parallel execution, which optimizes throughput and reduces congestion. gas Fees play a role in prioritizing transactions, ensuring that resources are allocated efficiently based on demand. 3. Security and Spam Prevention . Gas Fees deter spam and denial-of-service attacks by imposing a cost on every transaction. This mechanism helps maintain network integrity and prevents unnecessary strain on validators. 4. Smart Contract Execution . Developers deploying and executing smart contracts on the Sui network must pay Gas Fees to ensure that computational resources are allocated fairly and sustainably. The Move programming language, used within the Sui network, optimizes execution costs and enhances security. 5. Stability and Long-Term Sustainability . The fee structure of the Sui network is designed to be predictable and user-friendly. Unlike blockchain networks where fees may fluctuate unpredictably due to congestion, the Sui network’s parallel execution model and object-based data structure help keep fees stable and efficient. Gas Fees in the Sui network are collected in SUI and are either distributed as validator rewards or utilized within network mechanisms to sustain long-term decentralization. As network adoption grows and demand for computational resources increases, the Gas Fee model is designed to dynamically adjust to maintain efficiency and accessibility. Validators and Market Participants . The Sui network has three main groups of stakeholders. First users of the Sui network who submit transactions to create, mutate, and transfer digital assets or interact with more sophisticated applications enabled by smart contracts, interoperability and composability. Second holders of SUI who have the option of staking their SUI to validators and participating in the proof of stake mechanism. Holders of SUI also have the right to participate in the governance of the Sui network. Third validators who manage transaction processing and execution on the Sui network. Validators earn rewards for processing operations. Users of the network hold their own SUI, which they can delegate to the validators of their choice as part of the validators’ stakes. In so doing, the validators reward users based on the amount of SUI they delegate. Users are free to withdraw their SUI or to change their selected validator when each epoch changes. The Sui network has developed technology to process blocks at high speed. Blocks are made and processed by validators in roughly 24 hour time period called an epoch. Each Sui network validator maintains its own staking pool to track the amount of stake and to compound staking rewards. Validator pools operate together with a time series of exchange rates that are computed at the beginning of each epoch. These exchange rates determine the amount of SUI that each past SUI staker can withdraw in the future. Importantly, the exchange rates increase as more rewards are deposited into a staking pool and the longer an amount of SUI is deposited in a staking pool, the more rewards it will accrue. 16 Table of Contents 1. Investment and Speculative Sector This sector includes the investment and trading activities of both private and professional investors and speculators. Historically, larger financial services institutions are publicly reported to have limited involvement in investment and trading in digital assets, although the participation landscape is beginning to change. Currently, there is relatively limited use of digital assets in the retail and commercial marketplace in comparison to relatively extensive use by speculators, and a significant portion of demand for digital assets is generated by speculators and investors seeking to profit from the short- or long-term holding of digital assets. 2. Retail Sector The retail sector includes users transacting in direct peer-to-peer SUI activity through the direct sending of SUI over the Sui network. The retail sector also includes transactions in which consumers pay for goods or services from commercial or service businesses through direct transactions or third-party service providers, although the use of SUI as a means of payment is still developing and has not been accepted in the same manner as bitcoin because SUI has a generally different purpose than bitcoin. 3. Service Sector This sector includes companies that provide a variety of services including the buying, selling, payment processing and storing of SUI. For buying and selling SUI, the exchanges maintained by Binance Holdings Ltd. (“Binance”) and Bybit Fintech Limited (“Bybit”) are some of the largest Digital Asset Trading Platforms by volume traded. For storing SUI, BitGo is a digital asset custodian that provides custodial accounts that store SUI for users. As the Sui network continues to grow in acceptance, it is anticipated that service providers will expand the currently available range of services and that additional parties will enter the service sector for the Sui network. Regulation of SUI and Government Oversight As digital assets have grown in both popularity and market size, the U.S. Congress and a number of U.S. federal and state agencies (including FinCEN, OFAC, the SEC, the CFTC, FINRA, the CFPB, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS, the Office of the Comptroller of the Currency, the FDIC, the Federal Reserve and state financial institution and securities regulators) have been examining the operations of digital asset networks, digital asset users and the digital asset markets, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to launder the proceeds of illegal activities or fund criminal or terrorist enterprises and the safety and soundness and consumer protective safeguards of markets or other service-providers that hold, transfer, trade or exchange digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. Recent events, including, among others, the bankruptcy filings of FTX Trading Ltd. (“FTX”) and its subsidiaries, Three Arrows Capital, Celsius Network, Voyager Digital, Genesis (as defined below), BlockFi and others, and other developments in the digital asset markets, have resulted in calls for heightened scrutiny and regulation of the digital asset industry, with a specific focus on intermediaries such as digital asset exchanges, platforms and custodians. These events led to a significant increase in regulatory and enforcement scrutiny, including from the Department of Justice, the SEC, the CFTC, the White House, Congress and various state-level agencies and attorneys general. For example, in June 2023, the SEC brought charges against Binance and Coinbase, Inc. (“Coinbase”). In addition, in November 2023, the SEC brought similar charges against Kraken alleging that it operated as an unregistered securities exchange, brokerage and clearing agency. However, between February 2025 and May 2025, the SEC entered into court-approved joint stipulations to dismiss each of the charges. The SEC has also terminated its investigations or enforcement actions as to other digital asset market participants. Nevertheless, state-level agencies and attorneys general continue to focus on the cryptocurrency industry, and past charges from federal regulators and law enforcement have led to significant volatility in digital asset prices and markets, and any future enforcement actions are likely to have similar effects. 17 Table of Contents Depending on the regulatory characterization of digital assets, the markets for digital assets in general, and the Company’s activities in particular, the Company’s business and SUI treasury strategy may be subject to regulation by one or more regulators in the United States and globally. Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions in these markets, and our ability to pursue our SUI treasury strategy. In addition, federal and state agencies, and other countries have issued rules or guidance about the treatment of digital asset transactions or requirements for businesses engaged in digital asset activity. In January 2025, the SEC staff officially rescinded Staff Accounting Bulletin No. 121 and issued Staff Accounting Bulletin No. 122, reversing prior guidance on the accounting treatment of crypto asset safekeeping activities. Shortly thereafter, the SEC’s acting Chairman Mark T. Uyeda announced the SEC Crypto Task Force. The task force has the stated objective of developing a comprehensive and clear regulatory framework for cryptocurrency assets. The task force also seeks to establish a practical and achievable process for registration of digital assets and design clearly defined disclosure requirements and frameworks. Subsequently, SEC Commissioner Peirce announced a list of specific priorities to further that objective, which include pursuing final rules related to determining a digital asset’s security status and a revised path to registered offerings and listings for digital assets-based investment vehicles. President Trump’s January 23, 2025, Executive Order, titled “Strengthening American Leadership in Digital Financial Technology” (the “2025 Executive Order”), aimed to reorient the federal government’s approach to digital assets. The 2025 Executive Order emphasized the importance of the digital asset industry to innovation and economic development and outlined policies to support the growth and use of digital assets, blockchain technology and related technologies. President Trump’s order also revoked former President Biden’s March 9, 2022, Executive Order, titled, “Responsible Development of Digital Assets” and the U.S. Department of Treasury’s July 7, 2022, “Framework for International Engagement of Digital Assets” and all policies, directives and guidance issued pursuant to those items produced by the previous administration. The 2025 Executive Order also established an interagency working group with a mandate to propose a regulatory framework governing the issuance and operation of digital assets. In July 2025, the working group released a report with the administration’s recommendations to Congress and various agencies. The report recommends that Congress codify the right to self-custody of digital assets, clarify the applicability of Bank Secrecy Act obligations with respect to digital asset service providers, grant the CFTC authority to regulate spot markets in non-security digital assets, prohibit the adoption of a central bank digital currency, and clarify tax laws relevant to digital assets. The report also recommends that agencies reevaluate existing guidance on digital asset activities, use existing authorities to enable the trading of digital assets at the federal level, embrace decentralized finance, launch or relaunch crypto innovation efforts, and promote U.S. private sector leadership in the responsible development of cross-border payments and financial markets technologies, among others. On January 29, 2026, the SEC and CFTC held a joint event at CFTC headquarters to discuss harmonization between the two entities and their shared goal of cementing U.S. leadership in digital assets and crypto-linked markets. The SEC and CFTC both released several no-action letters, statements, and interpretive guidance related to digital assets in late 2025. On July 31, 2025, SEC Chairman Paul 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 directed the SEC’s policy divisions to work with the SEC 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, these initiatives are in their early stages, and the scope and form of the SEC’s future regulation of digital asset activity remain uncertain. Several bills have also been introduced in Congress that propose to clarify or establish additional regulation and oversight of digital asset markets. For example, the Digital Asset Market Clarity Act of 2025 (the “CLARITY Act”) was passed by the House of Representatives in July 2025, which would, if enacted, regulate digital asset markets and digital asset trading platforms in the United States. Also in July 2025, the “GENIUS Act” became the first federal law regulating stablecoin issuance, custody and other related matters in the United States. It remains to be seen whether the CLARITY Act or other legislation will be enacted and, if so, the scope and substance of any resulting regulation of digital asset markets and digital asset trading platforms. 18 Table of Contents Various foreign jurisdictions have, and may continue to adopt, laws, regulations or directives that affect the Sui network, the SUI markets, and their users, particularly SUI spot markets and service providers that fall within such jurisdictions’ regulatory scope. Foreign jurisdictions including Canada, Germany, Sweden and Switzerland have also approved exchange-traded SUI products. The effect of any ongoing or future regulatory changes on digital asset markets, digital asset trading platforms and SUI is difficult to predict, but such changes may be substantial and materially adverse to the Company. Portfolio Investment Business Our SUI treasury initiative does not affect our commercial short-term non-bank lending and specialty finance business, which we refer to as our portfolio investment business. These operations remain fully active and continue to represent an ongoing component of the Company’s business. We believe we are generally able to charge high interest for our specialty finance solutions because: (i) banks and other traditional providers of credit may have neither the expertise nor the infrastructure needed to evaluate creditworthiness and risks in a timeframe suitable for a potential borrower, preferring instead to process transactions and structures that present few novel issues or risks; and (ii) we will often be able to devote time and attention to transactions involving a smaller dollar amount than an institutional lender will view as worthwhile. These beliefs essentially explain why we refer to our portfolio investment business as “specialty finance”— financing that may involve structures that are unique, creative, and often bespoke; and that may involve dollar amounts that are not suitable for institutional lenders. We generally seek to provide specialty finance solutions that are short-term in nature. By this, we mean lending arrangements that mature or come due within nine months of the lending date. We view the provision of short-term finance as desirable for two principal reasons: (i) it helps minimize the risk of non-performance; and (ii) it helps minimize regulatory risk. In terms of non-performance risk, short-term lending requires us to focus upon, and a potential borrower to identify to us, a near-term source of liquidity for repayment of the funds they borrow from us. This permits us to evaluate that source of repayment clearly and carefully, thus helping identify the potential risks involved in a particular transaction and how we may be able to include structural terms, such as specific collateral and collateral-related arrangements, guarantees, or other types of covenants or arrangements that mitigate those risks. Examples of the kinds of the specialty finance solutions we have considered or provided to date, and may continue to provide in the future, include: · Short-term secured loans for real estate development; · Short-term unsecured loans (with an option to acquire collateral security) to a business; · Short-term secured loans to a business for operating capital; and · Short-term secured loans to an individual owed a forthcoming tax refund In addition, we occasionally explore and evaluate our ability to enter into other kinds of short-term specialty finance transactions. Examples include the expansion of our efforts to purchase adjudicated settlements, the purchase (at discounted rates) of receivables owing to professionals on account of certain workers’ compensation claim, and short-term consumer finance lending. Sourcing Transactions We believe that our management’s strong combination of experience and contacts in the securities and investment finance sector should be sufficient to continue attracting suitable prospective investment opportunities. To date, the network of contacts of our management and directors has been successful in sourcing all of the transactions in which we have participated. Accordingly, we presently do not have any plans to hire any business development professionals to assist us with transactional volume. 19 Table of Contents Our Investment Process We have identified several criteria that we believe are important general guidelines for us to meet our financial objectives. These criteria are, however, only general guidelines for our investment decisions and, in the case of some transactions in which we invest, fewer than all—or even none—of these criteria will be met. · Existing Liquidity Source . We typically seek to identify a liquidity source for the borrower to repay us. Examples of sources of potential liquidity may include accounts receivable, another valuable asset, or a pending payment (e.g., a tax refund, or a litigation judgment or settlement payment) or pending transaction, that is reasonably expected to close and pay out prior to the maturity of the credit we provide. · Collateral Value . We will often, but not always, seek to collateralize the obligations owed to us. Our ability to identify valuable collateral is a significant factor in our credit analysis and determination of the attractiveness of a potential transaction. This analysis will often involve legal counsel, both to assist in the identification of potential collateral assets, and to better understand the ease with which a security interest in the collateral may be granted, perfected and, if necessary, foreclosed upon and the relevant jurisdiction(s) involved. · Experienced and Capable Management . In transactions involving business borrowers, we seek businesses that have an experienced, knowledgeable and capable management team. · Competitive Position . In transactions involving business borrowers, we will seek to invest in transactions with businesses that have developed, or appear poised to develop, a strong competitive position within their respective industry sector or niche. · Cash Flow . In transactions involving business borrowers, we will seek to invest in businesses that are profitable or nearly profitable on an operating cash flow basis, principally so that the business’ operating cash flow may serve as another source of liquidity from which we may ultimately be repaid. If we believe a potential transaction generally meets the characteristics described above or if we otherwise determine that a potential transaction may be desirable to enter into, we may perform a more rigorous due diligence examination of the prospective borrower, the likely source or sources of liquidity for their repayment to us, and other aspects of the borrower or its assets (e.g., assets of the borrower that may serve as collateral security for the obligations that may be owing to us). Our due diligence examination for each transaction will necessarily be unique and tailored to the specific transaction, but will generally be undertaken in light of the following facts and circumstances: · our familiarity with the borrower (or, in the case of a business borrower, our familiarity with management or other persons such as directors involved with the borrower); · in the case of a business borrower, our review and assessment of the potential borrower’s financing history, overall capitalization, existing senior and secured lending positions, existing affiliated lending positions, as well as the likely need for additional financing after our transaction; · the industry in which the borrower operates, our knowledge and familiarity with that industry, our assessment of the complexity of the business, any regulatory matters or other unique aspects presenting special risks, and the competitive landscape faced by the borrower; · the dollar amount involved in the potential transaction; · where the borrower is located, how it is organized as an entity, as well as its management and ownership structure and profile; · whether we might have been involved with a transaction of the same or similar kind before; · the ease with which we can evaluate the borrower’s source or sources of liquidity; · the ease with which we can apprehend the process involved with taking collateral security in some or all of the borrower’s assets; and · the ease with which we could realize on that collateral if repayment were not otherwise forthcoming. 20 Table of Contents The assessments described above outline our general approach for our investment decisions, although not all of such activities will be followed in each instance, or some may be stressed more so than others depending on facts and circumstances. Upon successful completion of this preliminary evaluation, we will typically (1) evaluate our own regulatory concerns (i.e., to what extent the potential transaction may properly be considered an investment in a “security” for purposes of the 1940 Act and, if necessary, consider alternative structures to alleviate any risks to our company relating thereto), and (2) decide whether to move forward towards negotiating a letter of intent and, thereafter, definitive documentation for our transaction. Depending on timing, we may not use a letter of intent and will instead proceed directly to definitive documentation. As indicated above, to avoid becoming subject to the regulatory requirements of the 1940 Act, we monitor our investment holdings as a whole with a view towards ensuring that investments and other holdings which may be considered “investment securities” do not comprise more than 40% of our total assets. We undertake this analysis (1) at least on a quarterly basis and in connection with the review and preparation of our financial statements filed as part of our quarterly and annual reports with the SEC, and (2) at other times when we are considering how to structure a new transaction that is of a significant size—with “significance” largely based on the outcome of our most recent quarterly review. This review is generally undertaken by our Chief Financial Officer and may involve our outside legal counsel, in particular in a case where we are considering the structure of a potential new transaction. Other Matters In general, we do not believe that we are dependent in any material way on any particular borrower, type of specialty finance transaction, or industry. At this time, however, we have invested $10 million in a particular borrower, Mustang (a provider of litigation finance), as a result of a potential strategic combination transaction that was ultimately abandoned in August 2024. The failure of this combination transaction to complete resulted in our need to restructure our loan to Mustang in a way that ensured the maximum collateral security we could reasonably obtain, consistent with prevailing market-based commercial lending terms, while acceding to the requirements of their Senior Lender in respect of a subordination and intercreditor agreement and an extension of the maturity date for our loan. See Risk Factor titled “Our $10 million in principal amount loan to Mustang is subordinated to Senior Lenders in right of payment, in respect of our exercise of rights and remedies, and in right of collateral, with the result that our investment portfolio will for the foreseeable future be highly concentrated in and dependent upon the operational and financing success of Mustang.” Sometimes the types of transactions we engage in are governed by particular laws, regulations, or rules. For example, lending transactions in which high-net-worth individuals (as opposed to entities) are the borrower will nearly always involve state law usury limitations. Transactions in which we seek and obtain collateral as security for obligations owed to us involve legal issues arising under the Uniform Commercial Code or its various state law iterations. To date, we have not engaged in transactions that require us to obtain licensure or a permit prior to entering into the transaction, e.g., brokering transactions or engaging in licensed consumer finance activities. Competition SUI Treasury Management Business We operate within a developing and increasingly competitive segment of the digital asset market, consisting of publicly traded digital asset treasury (“DAT”) companies whose business models provide investors with indirect exposure to digital assets through publicly traded equity securities. Comparable publicly traded DATs include entities such as MicroStrategy, SharpLink Gaming, Sol Strategies, Semler Scientific, and DeFi Development Corp., among others. Similar to these peers, we offer investors exposure to digital asset price movements—specifically, to the Sui blockchain ecosystem—through the purchase of the Company’s Common Stock rather than through direct token ownership. Participants in this sector, including the Company, are expected to compete for access to capital, as each seeks to raise funds for potential increases in digital asset holdings. When we engage capital raising transactions, we compete for capital with, among others, ETPs, bitcoin miners, digital assets exchanges, other digital assets service providers, other companies that hold SUI or other digital assets, including as treasury reserve assets, private funds that invest in SUI and other digital assets, traditional financial firms that have entered the digital assets market, and other entities that pursue strategies to accumulate or gain exposure to SUI or other digital assets. An increase in the competition for sources of capital could adversely affect the availability and cost of financing for our SUI purchases and thereby adversely affect the market price of our listed securities. Our SUI focused treasury strategy may differ from the approaches taken by our peers with respect to target asset selection, expected return profile, risk characteristics, operating costs, portfolio transparency, and governance practices. We anticipate that our treasury model focused on SUI may be viewed as more nuanced relative to certain competitors, and we intend to mitigate this perception through a commitment to providing clear disclosures, enhanced operational transparency and robust governance oversight. 21 Table of Contents We expect to encounter competition from several types of digital‑asset investment vehicles, each of which competes for investor capital and, in varying degrees, for related digital asset exposure: 1. Public Bitcoin Treasury Companies. These include companies whose primary treasury strategy is to hold Bitcoin on their balance sheet, such as MicroStrategy (MSTR), Twenty One (CEP/XXI), Metaplanet (MTPLF), ProCap (BRR), and Nakamoto (NAKA). 2. Alternative Coin (Non‑Bitcoin) Treasury Companies. These entities focus on digital assets other than Bitcoin and may include SharpLink Gaming (SBET), Bitmine (BMNR), Sol Strategies (HODL CN), Tron Inc. (TRON), Upexi Inc. (UPXI), and The Ether Machine (ETHM). 3. Exchange‑Traded Funds (“ETFs”). Digital asset‑focused ETFs, such as those sponsored by BlackRock (IBIT, ETHA) and Fidelity (FBTC, FETH), provide regulated fund‑based exposure and represent a significant competing structure for investor capital. 4. Closed‑End Funds (“CEFs”). Digital asset‑themed CEFs, such as the Bitwise 10 Crypto Index Fund and the Grayscale Digital Large Cap Fund, offer diversified exposure to multiple digital assets. Both funds currently trade on over‑the‑counter markets and have publicly disclosed plans to seek uplisting to ETF structures on national securities exchanges, which could occur in 2026. An uplisting would increase their market liquidity and accessibility, potentially enhancing their competitiveness relative to DAT companies such as ours. As we continue to implement our SUI centered treasury strategy, we expect that competition from each of the foregoing categories will influence capital formation, investor demand, and relative market positioning. We will continue to evaluate these competitive dynamics as part of our ongoing strategic planning. Portfolio Investment Business The market for specialty finance is competitive, largely as a result of the participation of various types of professionally managed pooled investment funds such as private equity and private credit funds, including secured, non-secured debt and mezzanine-debt funds, and other types of professional finance companies seeking the high returns that are possible in specialty finance and hard-money lending. Nevertheless, we believe we are well positioned to compete successfully in this market because of our entrepreneurial, creative and flexible approach to specialty finance opportunities, and our management’s experience in entrepreneurial ventures and finance. Throughout our history and in particular after ceasing to be a BDC, we have approached investment opportunities flexibly and creatively in terms of transactional structures and terms. In part, we are able to be flexible and creative because we are not subject to many of the regulatory restrictions that govern our other more traditional or institutional competitors. Those competitors are often subject to limitations on the type transactions they undertake, the amount that may be invested in a specific transaction or a particular type of transaction, the markets in which they operate, the maturity or time horizon of their investment, uses of proceeds, or otherwise. These limitations are often imposed by the agreements and documents governing the pooled investment vehicles, or otherwise self-imposed in order to facilitate the investment vetting and due-diligence process, and the documentation and structuring process. More rarely, these limitations may arise from governing regulations or interpretations thereof. For our part, we believe that approaching investment opportunities flexibly expands our overall transactional opportunities, diversifies our risk by avoiding dependence in any material way on a particular borrower, type of transaction, or market or industry niche, and permits us to avail ourselves of the maximum number of relationships from which we source investment opportunities. Moreover, we believe that this flexible approach to structuring our transactions and investments will facilitate the development of positive long-term relationships with our borrowers. We believe that the only significant limitation on our ability to flexibly structure transactions arises from our desire to remain outside the regulation of the 1940 Act. In order to meet this goal, we intend and aim to structure the vast majority of our transactions (by dollar amount) in ways such that they are not properly considered “securities” under federal securities laws, including the 1940 Act. 22 Table of Contents For our investors, the freedom afforded to us through the lack of substantive regulation governing the types of transactions we enter into and our methods of operation permits us to allocate our resources, at any given point in time, to those types of transactions that we believe may lead to the highest risk-adjusted returns or the steadiest stream of such returns. Our management team and Board have significant experience in a variety of entrepreneurial ventures, including service as management and directors for small public companies, private businesses, start-up and development-stage businesses, and the securities and finance industries. As a result of this diverse general experience and particular experience in transactional finance, we believe we are able to manage the evaluation and due-diligence process involved in our investment opportunities swiftly and efficiently, by collaborating with our professional advisers and focusing on high-level and material issues. Intellectual Property On July 31, 2025, the Company entered into a trademark license agreement with the Sui Foundation (the “Trademark Agreement”) granting the Company a limited, revocable, non-exclusive, fully paid-up, non-transferable and non-sublicenseable right and license to use and display the marks listed therein. The term of the Trademark Agreement is for one year with the ability for the Company to renew for successive one-year terms provided the Company has not sold $10,000,000 in SUI or other digital assets that utilize the Siu Protocols as their coordination layer, Bitcoin and any other cryptocurrencies (as may be approved by the Board) solely for the purpose of integrating Bitcoin and/or such other cryptocurrencies with the Sui Protocols. Other than as described above, we do not own or use through license any other patents, trademarks, or other intellectual properties and we do not believe that any such assets would be material to our business. Human Capital Management We believe that being able to attract and retain top talent is both a strategic advantage for us and necessary to realize our business objectives. Currently, Douglas M. Polinsky, the Chief Executive Officer and a director of the Company, and Joseph A. Geraci, II, our Chief Financial Officer, and Stephen Mackintosh, who serves as our Chief Investment Officer but does not currently have a direct employment agreement with the Company, serve as our senior management team. Mr. Geraci resigned as a director of the Company effective January 5, 2026. These are also the only two persons employed by our company that have a management role. There are three persons in total employed by our company, each on a full-time basis. Principal Executive Offices and Internet Address Our principal executive offices are located at 1907 Wayzata Blvd, Suite 205, Wayzata, Minnesota, and our telephone number is (952) 479-1923. Our website address is https://suig.io/. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act are made available through our website, free of charge, as soon as reasonably practical after we electronically file or furnish the reports to the SEC. Also available on the Company’s website are the Company’s Code of Conduct and Ethics (“Code of Ethics”), as well as the charters of the audit and compensation committees of the Board. Information on our website or any other website is not incorporated by reference into the Annual Report and does not constitute a part of this Annual Report. Any amendments to the Code of Ethics, or any waivers of its requirements for which disclosure is required will be disclosed on our website. The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.