What changed in this filing

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Item 1. Financial Statements

2026-08-12 compared with 2026-05-15 · 90 added, 65 removed, 292 unchanged (35% of the section changed)

9 unchanged sentences

Net assets $ 12,637,858

Net assets consists of

Net assets consist of

Paid-in-capital $ 24,666,447

2 unchanged sentences

Net asset value per Share $ 13.89

* No comparative statement has been provided as this is the first

fiscal year of the Trust’s operations.

# On February 22, 2026, there was a 2-for-1 reverse share split –

Historical shares outstanding and net asset value per share have been adjusted to reflect the 2-for-1 reverse share split

on a retroactive basis.

The accompanying notes are an integral part of the financial

No comparative statement has been provided as this is the first fiscal year of the Trust’s operations.

# On February 22, 2026, there was a 2-for-1 reverse share split – See Note 1.

Historical shares outstanding and net asset value per share have been adjusted to reflect the 2-for-1 reverse share split on a retroactive basis.

The accompanying notes are an integral part of the financial statements.

21SHARES SUI ETF

SCHEDULE OF INVESTMENT

31, 2026 (Unaudited) *

June 30, 2026 (Unaudited) *

Investment in SUI** 18,185,184.2145 $ 23,207,147 $ 12,638,703 100.01 %

2 unchanged sentences

Net assets $ 12,637,858 100.00 %

* No comparative statement has been

provided as this is the first fiscal year of the Trust’s operations.

** 97.69 % of SUI held was staked as of March 31, 2026 – See Note 2.

The accompanying notes are an integral

part of the financial statements.

No comparative statement has been provided as this is the first fiscal year of the Trust’s operations.

** 94.75 % of SUI held was staked as of June 30, 2026 – See Note 2.

The accompanying notes are an integral part of the financial statements.

21SHARES SUI ETF

13 unchanged sentences

Net realized loss on investment in SUI sold for redemptions ( 1,160,477 ) ( 1,419,555 )

Net realized loss on investment in SUI sold for distributions ( 16,498 ) ( 16,498 )

Net change in unrealized appreciation on Sponsor Fee payable 1,616 1,911

2 unchanged sentences

Net decrease in net assets resulting from operations $ ( 3,362,720 ) $ ( 11,975,488 )

No comparative statement has been provided as this is

the first fiscal year of the Trust’s operations.

The accompanying notes are an integral part of the financial

No comparative statement has been provided as this is the first fiscal year of the Trust’s operations.

The accompanying notes are an integral part of the financial statements.

21SHARES SUI ETF

6 unchanged sentences

Distributions for Shares redeemed ( 2,113,025 ) ( 2,504,716 )

Income distributions ( 53,101 ) ( 53,101 )

Net investment income 23,426 36,224

2 unchanged sentences

Net realized loss on investment in SUI sold for redemptions ( 1,160,477 ) ( 1,419,555 )

Net realized loss on investment in SUI sold for distributions ( 16,498 ) ( 16,498 )

Net change in unrealized appreciation on Sponsor Fee payable 1,616 1,911

4 unchanged sentences

Shares redeemed ( 120,000 ) ( 140,000 )#

Net increase (decrease) in Shares issued 360,000 # 860,000 #

No comparative statement has been provided as this is

the first fiscal year of the Trust’s operations.

# On February 22, 2026, there was a 2-for-1 reverse share split –

Historical shares outstanding and net asset value per share have been adjusted to reflect the 2-for-1 reverse share split

on a retroactive basis.

The accompanying notes are an integral part of the financial

to Financial Statements (Unaudited)

Net increase in Shares issued 50,000 910,000 #

No comparative statement has been provided as this is the first fiscal year of the Trust’s operations.

# On February 22, 2026, there was a 2-for-1 reverse share split – See Note 1.

Historical shares outstanding and net asset value per share have been adjusted to reflect the 2-for-1 reverse share split on a retroactive basis.

The accompanying notes are an integral part of the financial statements.

21Shares Sui ETF

Notes to Financial Statements (Unaudited)

The 21Shares Sui ETF (the “Trust”) is a Delaware statutory trust, formed on January 7, 2025 , pursuant to the Delaware Statutory Trust Act (“DSTA”).

18 unchanged sentences

The Pricing Benchmark is designed to track the performance of SUI in U.S.

In seeking to achieve its investment objective, the Trust holds SUI and values its Shares daily as of 4:00 p.m.

In seeking to achieve its investment objective, the Trust holds SUI at its Custodians and the Administrator values the Shares daily as of 4:00 p.m.

ET based on the Pricing Benchmark.

On June 30, 2026, the Sponsor provided notice to the Pricing Benchmark Provider of the termination, effective August 31, 2026, of the licensing agreement between the Sponsor and the Pricing Benchmark Provider relating to the use of the Pricing Benchmark.

The Sponsor intends to enter into a licensing agreement with FTSE International Limited (“FTSE”) on or about August 24, 2026, whereby FTSE will provide each of the Sponsor, the Trust, and their affiliates a non-exclusive, non-transferable, non-sub-licensable, worldwide license to access, view and use FTSE index data to develop, create, calculate, settle, maintain or support and market the Trust.

Accordingly, the change in pricing benchmark provider is not expected to have a material impact on the Trust's net asset value, the fair value measurement of the Trust's SUI, or the Trust's results of operations, and does not represent a change in accounting principle.

The change will be applied prospectively from the date the successor benchmark becomes effective.

The Trust is an “emerging growth company” as that term is used in the Securities Act, and, as such, the Trust may elect to comply with certain reduced public company reporting requirements.

Pursuant to a subscription agreement, on November 18, 2025, the Sui Foundation, a Cayman Islands foundation company, purchased from the Trust 1,000,000 Shares for an aggregate purchase price of 10,000,000 SUI tokens.

Pursuant to a subscription agreement, on November 18, 2025, the Sui Foundation, a Cayman Islands foundation company, purchased from the Trust 1,000,000 ( 500,000 Shares as retroactively adjusted for the Share Split) Shares for an aggregate purchase price of 10,000,000 SUI tokens.

On February 22, 2026, the Sponsor approved a two (2) -for- one (1) reverse share split (the “Share Split”) of all of the Trust’s outstanding Shares.

In connection with the Share Split, every two Shares that were held by the Trust’s beneficial owners were automatically converted into one Share.

On February 23, 2026, the Sponsor, in its capacity as seed capital investor (the “Seed Capital Investor”), subject to conditions, purchased 20,000 Shares (the “Initial Seed Creation Baskets”) at a per-Share price of $ 17.43 .

Total proceeds to the Trust from the sale of the Initial Seed Creation Baskets were $ 348,574 .

Delivery of the Initial Seed Creation Baskets was made on February 24, 2026.

These Initial Seed Creation Baskets were redeemed for cash on March 4, 2026.

The statement of assets and liabilities and schedule of investment on March 31, 2026, and the statements of operations and changes in net assets for the three months ended March 31, 2026 and for the period from November 18, 2025 (date of initial seeding) through March 31, 2026, have been prepared on behalf of the Trust and are unaudited.

In the opinion of management of the Sponsor of the Trust, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position and results of operations for the three months ended March 31, 2026 and for the period from November 18, 2025 (date of initial seeding) through March 31, 2026, and for all interim periods presented have been made.

On February 23, 2026, the Sponsor, in its capacity as seed capital investor (the “Seed Capital Investor”), subject to conditions, purchased 20,000 Shares (the “Seed Creation Baskets”) at a per-Share price of $ 17.43 .

Total proceeds to the Trust from the sale of the Seed Creation Baskets were $ 348,574 .

Delivery of the Seed Creation Baskets was made on February 24, 2026.

On February 24, the Trust purchased SUI with the proceeds of the Seed Creation Baskets by transacting with a designated third party, who may be an Authorized Participant or an affiliate of an Authorized Participant, and with whom the Sponsor has entered into an agreement on behalf of the Trust (each such third party, a “SUI Counterparty”) to acquire SUI on behalf of the Trust in exchange for cash provided by the Sponsor in its capacity as Seed Capital Investor.

All SUI acquired in connection with the Seed Creation Baskets is held by one or more of the SUI Custodians.

On March 4, 2026, the Seed Creation Baskets, comprising 20,000 Shares, purchased by the Sponsor on February 23, 2026, were redeemed.

The statement of assets and liabilities and schedule of investment on June 30, 2026, and the statements of operations and changes in net assets for the three months ended June 30, 2026 and for the period from November 18, 2025 (date of initial seeding) through June 30, 2026, have been prepared on behalf of the Trust and are unaudited.

In the opinion of management of the Sponsor of the Trust, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position and results of operations for the three months ended June 30, 2026 and for the period from November 18, 2025 (date of initial seeding) through June 30, 2026, and for all interim periods presented have been made.

In addition, interim period results are not necessarily indicative of results for a full-year period.

5 unchanged sentences

The Trust uses fair value as its method of accounting in accordance with its classification as an investment company for accounting purposes.

As an investment company for accounting purposes, the Trust is exempt from the requirement to present a statement of cash flows pursuant to ASC Topic 230, Statement of Cash Flows.

Accordingly, a statement of cash flows has not been presented.

Accounting Estimates

22 unchanged sentences

Unobservable inputs, including the Trust’s assumptions used in determining the fair value of investments, where there is little or no market activity for the asset or liability at the measurement date.

The following table presents information about the Trust’s assets measured at fair value as of March 31, 2026 (Unaudited):

The following table presents information about the Trust’s assets measured at fair value as of June 30, 2026 (Unaudited):

Amount at Fair Value Measurement Using

Fair Value Level 1 Level 2 Level 3

March 31, 2026 * (Unaudited)

June 30, 2026 * (Unaudited)

Investment in SUI $ 12,638,703 $ 12,638,703 $ – $ –

20 unchanged sentences

The Trust’s staked SUI is unable to be moved on the blockchain or traded during this period.

The Trust recognizes staking rewards as revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Under the staking arrangements, the validator (e.g., the Custodian or other staking provider) is considered the customer, as it receives access to the Trust’s staking capacity (i.e., the delegation of SUI), which represents the Trust’s performance obligation.

In exchange, the Trust is entitled to staking rewards generated by the Sui protocol, net of validator fees.

Staking rewards represent variable consideration, as the amount of rewards is not known until the applicable validation activities are completed, and the Trust receives rewards in its custodial account.

The contract term is the length of each staking epoch.

Staking rewards are recognized as revenue when the Trust satisfies its performance obligations.

Staking rewards are received in SUI, which represents non-cash consideration.

Non-cash consideration is measured at fair value at the inception of each contract, in accordance with ASC 606.

Temporary lock-up periods or transfer restrictions from staking could limit the Trust’s ability to meet redemptions.

For the period from February 24, 2026 (commencement of investment operations) through March 31, 2026, the Trust staked an average of 68.58 % of its SUI holdings on a daily basis.

As of March 31, 2026, the Trust had staked 97.69 % of its SUI holdings.

For the three months ended June 30, 2026, the Trust staked an average of 95.74 % of its SUI holdings on a daily basis.

For the period from February 24, 2026 (commencement of investment operations) through June 30, 2026, the Trust staked an average of 94.06 % of its SUI holdings on a daily basis.

As of June 30, 2026, the Trust had staked 94.75 % of its SUI holdings.

The staked percentage as of any particular date, including at the end of a reporting period, may differ from the quarterly average.

The Sponsor Fee payable is settled in SUI.

The liability is remeasured at each reporting date by reference to the fair value of the SUI required to settle it, with the effect of remeasurement recognized in net change in unrealized appreciation (depreciation) on the Sponsor Fee payable.

On settlement, the difference between the carrying amount of the liability and the cost basis of the SUI delivered is recognized in net realized gain (loss) on in-kind liabilities paid.

Distributions to Shareholders

9 unchanged sentences

Any differences between the tax and book distributable amounts are reclassified within the components of net assets at year-end.

During the three months ended June 30, 2026, the Trust made cash distributions to shareholders derived from a portion of the SUI received as Staking Rewards from the Trust’s Staking Activities, including $ 38,057.46 , or $ 0.048174 per Share, on May 14, 2026 and $ 15,043.21 , or $ 0.016531 per Share on June 29, 2026, for aggregate distributions of $ 53,100.67 or $ 0.064705 per Share.

The distributions reduced the Trust’s SUI holdings through the sale of SUI to generate cash.

Calculation of NAV and NAV per Share

19 unchanged sentences

Upon a Shareholder’s sale of its Shares, the Shareholder will be treated as having sold the pro rata share of the SUI held in the Trust at the time of the sale and recognizes gain or loss on such sale.

The Sponsor has reviewed the tax positions as of March 31, 2026, and has determined that no provision for income tax is required in the Trust’s financial statements.

The Sponsor has reviewed the tax positions as of June 30, 2026, and has determined that no provision for income tax is required in the Trust’s financial statements.

Segment Reporting

6 unchanged sentences

Fair Value of SUI

The following represents the changes in quantity of SUI and the fair value for the three months ended March 31, 2026 (Unaudited):

The following represents the changes in quantity of SUI and the fair value during the three months ended June 30, 2026 (Unaudited):

SUI Fair Value

Beginning balance as of January 1, 2026 10,000,000.0000 $ 13,921,170

SUI purchased for contributions 7,599,747.0973 7,234,073

Beginning balance as of April 1, 2026 17,213,810.1127 $ 15,093,069

SUI purchased for cash contributions 3,400,181.2116 3,074,260

SUI rewards received (net of Staking Provider Consideration) 51,506.7574 46,205

SUI sold for redemptions ( 399,970.4645 ) ( 391,691 )

SUI sold for cash redemptions ( 2,402,371.4820 ) ( 2,113,025 )

SUI sold to pay expenses ( 24,876.8434 ) ( 20,862 )

SUI sold for distributions ( 53,065.5418 ) ( 53,101 )

Net realized loss on investment in SUI sold to pay Sponsor Fee – ( 7,436 )

Net realized loss on investment in SUI sold for redemptions – ( 1,160,477 )

Change in unrealized depreciation on investment in SUI – ( 5,423,352 )

Ending balance as of March 31, 2026 * 17,213,810.1127 $ 15,093,069

The following represents the changes in quantity of SUI and the fair value for the period from November 18, 2025 (date of initial seeding) through March 31, 2026 (Unaudited):

Net realized loss on investment in SUI sold for distributions – ( 16,498 )

Net change in unrealized depreciation on investment in SUI – ( 2,203,432 )

Ending balance as of June 30, 2026 * 18,185,184.2145 $ 12,638,703

The following represents the changes in quantity of SUI and the fair value during the period from November 18, 2025 (date of initial seeding) through June 30, 2026 (Unaudited):

SUI Fair Value

Beginning balance as of November 18, 2025 (date of initial seeding) – $ –

SUI purchased for contributions 17,599,747.0973 24,096,903

SUI purchased for cash contributions 20,999,928.3089 27,171,163

SUI rewards received (net of Staking Provider Consideration) 75,017.4390 68,696

SUI sold for redemptions ( 399,970.4645 ) ( 391,691 )

SUI sold for cash redemptions ( 2,802,341.9465 ) ( 2,504,716 )

SUI sold to pay expenses ( 34,354.0451 ) ( 29,576 )

SUI sold for distributions ( 53,065.5418 ) ( 53,101 )

Net realized loss on investment in SUI sold to pay Sponsor Fee – ( 9,266 )

Net realized loss on investment in SUI sold for redemptions – ( 1,419,555 )

Change in unrealized depreciation on investment in SUI – ( 8,365,012 )

Ending balance as of March 31, 2026 * 17,213,810.1127 $ 15,093,069

Net realized loss on investment in SUI sold for distributions – ( 16,498 )

Net change in unrealized depreciation on investment in SUI – ( 10,568,444 )

Ending balance as of June 30, 2026 * 18,185,184.2145 $ 12,638,703

* No comparative information has been provided as this is the first fiscal year of the Trust’s operations.

5 unchanged sentences

The Sponsor has agreed to pay all operating expenses (except for litigation expenses and other extraordinary expenses) out of the Sponsor Fee.

The Trust incurred Sponsor Fee for the quarter ended March 31, 2026 and for the period from November 18, 2025 (date of initial seeding) through March 31, 2026, of $ 4,070 .

The accrued liability as of March 31, 2026, was $ 625 .

The Trust incurred Sponsor Fee for the three months ended June 30, 2026 and for the period from November 18, 2025 (date of initial seeding) through June 30, 2026, of $ 11,228 and $ 15,298 , respectively.

The accrued liability as of June 30, 2026, was $ 845 .

As partial consideration for receipt of the Sponsor Fee, the Sponsor shall assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including (i) the fee payable to the marketing agent for services it provides to the Trust (the “Marketing Fee”), (ii) fees to the Administrator, if any, (iii) fees to the SUI Custodians, (iv) fees to the Transfer Agent, (v) fees to the Trustee, (vi) the fees and expenses related to any future listing, trading or quotation of the Shares on any listing exchange or quotation system (including legal, marketing and audit fees and expenses), (vii) ordinary course legal fees and expenses but not litigation-related 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), (x) printing and mailing costs, (xi) costs of maintaining the Sponsor’s website and (xii) applicable license fees (each, a “Sponsor-paid Expense,” and 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.

11 unchanged sentences

Dollars by reference to the Pricing Benchmark and is payable in SUI weekly in arrears.

The Trust incurred Staking Fee for the quarter ended March 31, 2026 and for the period from November 18, 2025 (date of initial seeding) through March 31, 2026, of $ 5,623 .

The Trust incurred Staking Fee for the three months ended June 30, 2026 and for the period from November 18, 2025 (date of initial seeding) through June 30, 2026, of $ 11,551 and $ 17,174 , respectively.

To the extent that the Sponsor does not voluntarily assume expenses, they will be the responsibility of the Trust.

2 unchanged sentences

Creation and Redemption of Shares

The Trust creates and redeems Shares on a continuous basis but only in blocks consisting of 10,000 Shares or multiples thereof at the NAV on the date of the creation or redemption.

The Trust creates and redeems Shares on a continuous basis but only in blocks consisting of 10,000 Shares (“Creation Baskets”) or multiples thereof at the NAV on the date of the creation or redemption.

Only Authorized Participants, which are registered broker-dealers who have entered into written agreements with the Sponsor and the Administrator, can place orders.

Authorized Participants may purchase Shares in cash by depositing cash in the Trust’s account with the Cash Custodian.

This will cause the Sponsor, on behalf of the Trust, to automatically instruct a designated third party, who may be an Authorized Participant or an affiliate of an Authorized Participant, or the Prime Broker or Lender, as applicable, and with whom the Sponsor has entered into an agreement on behalf of the Trust (each such third party, the Prime Broker and the Lender, as applicable, a “SUI Counterparty”), to (i) purchase the amount of SUI equivalent in value to the cash deposit amount associated with the order and (ii) deposit the resulting SUI amount in the Trust’s accounts with the Custodians, resulting in the Transfer Agent crediting the applicable amount of Shares to an Authorized Participant.

This will cause the Sponsor, on behalf of the Trust, to automatically instruct a SUI Counterparty to (i) purchase the amount of SUI equivalent in value to the cash deposit amount associated with the order and (ii) deposit the resulting SUI amount in the Trust’s accounts with the Custodians, resulting in the Transfer Agent crediting the applicable amount of Shares to an Authorized Participant.

Authorized Participants may also purchase Shares in-kind.

4 unchanged sentences

When such an Authorized Participant redeems Shares in-kind, the Trust, through a SUI Custodian, will deliver SUI to the Authorized Participant or its designee in exchange for Shares.

On November 18, 2025, pursuant to a subscription agreement, the Trust sold to the Sui Foundation 1,000,000 Shares for an aggregate purchase price of 10,000,000 SUI tokens (such date, the “Sui Foundation Closing”).

For a period of one year from the earlier of (i) the Sui Foundation Closing and (ii) the date that the registration statement of which this Prospectus forms part of is declared effective by the SEC (such period, the “Lock-Up Period”), the Sui Foundation has agreed that it shall not, without the prior written consent of the Sponsor, sell, transfer, assign, pledge, hypothecate or otherwise dispose of any of the Shares it holds, nor will the Sui Foundation seek to have the Trust or the Sponsor redeem its Shares during the Lock-up Period.

On November 18, 2025, pursuant to a subscription agreement, the Trust sold to the Sui Foundation 1,000,000 ( 500,000 Shares as retroactively adjusted for the Share Split) Shares for an aggregate purchase price of 10,000,000 SUI tokens (such date, the “Sui Foundation Closing”).

For a period of one year from the earlier of (i) the Sui Foundation Closing and (ii) the date that the registration statement of which this report forms part of is declared effective by the SEC (such period, the “Lock-Up Period”), the Sui Foundation has agreed that it shall not, without the prior written consent of the Sponsor, sell, transfer, assign, pledge, hypothecate or otherwise dispose of any of the Shares it holds, nor will the Sui Foundation seek to have the Trust or the Sponsor redeem its Shares during the Lock-Up Period.

Following expiration of the Lock-Up Period, the Sui Foundation may, to the extent permitted by applicable laws, be permitted to redeem Shares in accordance with the Trust Agreement.

1 unchanged sentence

2026 * November 18,

2025 (date of

initial seeding)

4 unchanged sentences

Net change in Capital Shares 50,000 910,000 #

* No comparative statement has been provided as this is the first fiscal year of the Trust’s operations.

# On February 22, 2026, the Share Split occurred.

1 unchanged sentence

2026 * November 18,

2025 (date of

initial seeding)

15 unchanged sentences

The Trust’s operations are supported by its Sponsor, who is in turn supported by its parent company and affiliated companies and external service providers.

On February 23, 2026, the Sponsor, in its capacity as the Seed Capital Investor, subject to conditions, purchased the Initial Seed Creation Baskets comprising 20,000 Shares at a per-Share price of $ 17.43 .

Total proceeds to the Trust from the sale of the Initial Seed Creation Baskets were $ 348,574 .

Delivery of the Initial Seed Creation Baskets was made on February 24, 2026.

These Initial Seed Creation Baskets were redeemed for cash on March 4, 2026.

As of March 31, 2026, the Sponsor did not own any Shares of the Trust.

On February 23, 2026, the Sponsor, in its capacity as the Seed Capital Investor, subject to conditions, purchased the Seed Creation Baskets comprising 20,000 Shares at a per-Share price of $ 17.43 .

Total proceeds to the Trust from the sale of the Seed Creation Baskets were $ 348,574 .

Delivery of the Seed Creation Baskets was made on February 24, 2026.

These Seed Creation Baskets were redeemed for cash on March 4, 2026.

As of June 30, 2026, the Sponsor did not own any Shares of the Trust.

The Sponsor arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for their public offering in the United States and the listing of Shares on the Exchange.

4 unchanged sentences

Net asset value per Share, beginning of period $ 17.55 $ 33.72 **

Net investment income (loss) on investment in SUI (1) 0.02 0.02

Net realized and change in unrealized gain(loss) on investment in SUI (2) ( 10.31 ) ( 16.19 )

Net investment income (loss) (1) 0.03 0.04

Net realized and change in unrealized gain (loss) (2) ( 3.63 ) ( 19.81 )

Net decrease in net assets from operations ( 3.60 ) ( 19.77 )

Less distributions from:

Net investment income ( 0.06 ) ( 0.06 )

Total distributions ( 0.06 ) ( 0.06 )

Net asset value per Share, end of period $ 13.89 $ 13.89

33 unchanged sentences

Subsequent Events

The Trust has evaluated all subsequent events and transactions for potential recognition and disclosure through the issuance of the financial statements and has noted no events requiring adjustment or additional disclosure in the financial statements.

The Trust has evaluated all subsequent events and transactions for potential recognition or disclosure through the issuance of the financial statements and has noted no events requiring adjustment or additional disclosure in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements