AddedRisk Factors
Our financial results and the market price of our Common Stock may be affected by the price of SUI.
The 10-K against last year's
261 changes: 188 added, 44 removed, 29 reworded
10-K 0001654954-26-001672 (2026-02-27) vs 10-K 0001654954-25-002487 (2025-03-10) Not compared: Legal Proceedings.
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Risk Factors 191 words changed in this paragraph; it is 41% similar to last year's version.
Source: Item 1A, 10-K 0001654954-26-001672 vs Item 1A, 10-K 0001654954-25-002487
MD&A 110 words changed in this paragraph; it is 46% similar to last year's version.
Our financial statements are prepared in accordance conformity with accounting principles generally accepted the Generally Accepted Accounting Principles in the United States of America, or GAAP. The application of GAAP America (“GAAP”), which requires that we us to make estimates and assumptions that affect our the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of investment income revenues and expenses during the reporting period. We base our periods. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates on historical experience about the effect of matters that are inherently uncertain and on various other assumptions that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ significantly from these estimates. change in subsequent periods.
Source: Item 7, 10-K 0001654954-26-001672 vs Item 7, 10-K 0001654954-25-002487
Accounting Policies 90 words changed in this paragraph; it is 60% similar to last year's version.
Use of estimates: The preparation of financial statements in conformity with GAAP requires management and our independent board Board members to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Significant estimates and assumptions include, but are not limited to, the determination of the fair value of investment assets, which involves the use of observable and unobservable market inputs which is based on management’s evaluation of available positive and negative evidence, including historical operating results and expectations of future taxable income. Actual results could differ from those estimates. For more information, see the “Valuation of portfolio investments” caption below, and “Note 6 – Fair Value of Financial Instruments” below. The Company presents its financial statements as an investment company following accounting and reporting guidance in ASC 946.
Source: Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001654954-26-001672 vs Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001654954-25-002487
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Sentences and paragraphs of SUIG's Risk Factors and MD&A, 10-K 2026-02-27 against 10-K 2025-03-10. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, wouldAddedRisk Factors
As part of our capital allocation strategy for assets that are not required to provide working capital for our ongoing operations, we have invested and will continue to invest in SUI. As of February 23, 2026, we held an aggregate of 105,407,044 SUI and loan receivables of 2,961,550 SUI, which we acquired for an aggregate purchase price of approximately $386.5 million, exclusive of fees and expenses, at an average price of $3.56 per SUI. With 80,896,554 million fully adjusted shares issued and outstanding (including unexercised Pre-Funded Warrants) as of February 23, 2026, the Company has grown to approximately 1.34 SUI per share of Common Stock, or $1.17 per share of Common Stock. Our SUI holding (including SUI loan receivables) represents approximately 88.8% of our digital asset holdings, with the remainder being USDC stablecoins at approximately 1.8% and suiUSDe stablecoins approximately 9.4%. The price of SUI has historically been subject to dramatic price fluctuations and is highly volatile. SUI is a highly volatile asset that has traded between $4.33 and $0.85 per SUI on Coinbase in the 12 months preceding February 23, 2026. More recently, during the fourth calendar quarter of 2025, SUI traded between approximately $3.62 and $1.35 per SUI. Moreover, digital assets, such as SUI, are relatively novel. SUI’s initial coin offering took place on April 20, 2023, and Sui’s Mainnet (blockchain protocol) was launched on May 3, 2023. The application of securities laws and other regulations to such assets is unclear in many respects. It is possible that regulators may interpret laws in a manner that adversely affects the liquidity or value of SUI.
AddedRisk Factors
Any decrease in the fair value of SUI below our carrying value for such assets could require us to incur a loss due to the decrease in fair market value, and such charge could be material to our financial results for the applicable reporting period, which may create significant volatility in our reported earnings. Any decrease in reported earnings or increased volatility of such earnings could have a material adverse effect on the market price of our Common Stock. In addition, the application of generally accepted accounting principles in the United States, with respect to SUI, may change in the future and could have a material adverse effect on our financial results and the market price of our Common Stock.
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In addition, if investors view the value of our Common Stock as dependent upon or linked to the value or change in the value of our SUI holdings, the price of SUI may significantly influence the market price of our Common Stock.
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Our SUI treasury strategy has not been tested over an extended period of time or under different market conditions.
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We recently undertook a strategic shift and launched the SUI treasury strategy. We are continually examining the risks and rewards of our strategy to acquire and hold SUI. This strategy has not been tested over an extended period of time or under different market conditions. If SUI prices were to decrease or our SUI treasury strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our Common Stock would be materially adversely impacted. Additionally, given that our SUI treasury business has been developed and pursued only for a few months prior to the Annual Report, investors have a relatively limited means to evaluate our performance, its evolution, and the likelihood of our future success.
AddedRisk Factors
The prices of digital currencies, including SUI, are highly volatile and may be influenced by regulatory, commercial, and technical factors that are highly uncertain, and fluctuations in the price of SUI are likely to influence our financial results and the market price of our Common Stock.
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Fluctuations in the trading prices of digital assets are likely to impact our financial results and the market price of our Common Stock. Our financial results and the market price of our Common Stock and our business and financial condition could be negatively impacted if the price of SUI decreased substantially, including as a result of:
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AddedRisk Factors
investment and trading activities of highly active retail and institutional users, speculators, miners and investors;
AddedRisk Factors
public sentiment related to the actual or perceived environmental impact of digital assets, and related activities, including environmental concerns raised by private individuals and governmental actors related to the energy resources consumed in the mining process;
AddedRisk Factors
competition from other cryptocurrency assets that are believed to exhibit better speed, security, scalability, or other characteristics, or that are backed by governments, including the U.S. government;
AddedRisk Factors
correlations between the prices of digital assets, including the potential that a crash in one digital asset or widespread defaults on one digital asset exchange or trading venue may cause a crash in the price of SUI, or a series of defaults by counterparties on SUI asset exchanges or trading venues;
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RewordedRisk Factors
The volatility in the trading volume and price of our common stock that occurred contemporaneously Common Stock contemporaneous with our related public announcements of having entered into regarding the entry into—and subsequent termination of—the non-binding letter of intent, and then having terminated it, together with certain as well as related announcements touching upon regarding amendments to our prior loans made to Mustang Funding, was not insignificant from a comparative standpoint.
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Moreover, the failure of the transactions contemplated in these announcements should this strategy fail to close develop as anticipated, fail to scale, or otherwise underperform, such outcomes could similarly create contribute to volatility in the trading volume and price of our common stock. Common Stock.
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It is also possible that regulatory authorities, such as the SEC, may disagree with our analysis of whether certain investment holdings constitute “investment securities,” and may more broadly disagree with our position that the short-term promissory notes we receive in exchange for our short-term loans, are not properly considered “investment securities” under federal securities law and the 1940 Act in particular.
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Although we negotiated the terms of a proposed definitive agreement with Mustang Funding, agreement, we were unable to finalize that agreement and enter into it. that agreement, and we ultimately terminated the non-binding letter of intent in August 2024.
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These announcements may create volatility in the trading volume and price of our common stock, in particular when Common Stock, particularly where there is not significant limited publicly available information about the counterparty to such a transaction. transaction or uncertainty regarding our ability to successfully enter into definitive agreements.
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It is possible that, even after our announcement of we announce a potential acquisition or acquisition, combination transaction, or new business initiative, such transactions or initiatives may not ultimately close and occur. close, materialize, or achieve their intended objectives.
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Our articles of incorporation grant our Board of Directors the power to designate and issue additional shares and classes of common and preferred stock. stock without shareholder approval, which could cause significant dilution and adversely affect the rights of existing stockholders.
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One of the manners in which we may seek to grow our company the Company is through acquisition or combination transactions. transactions, as well as through the launch of new investment strategies.
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Our announcement of these potential transactions, and transactions or strategies—and the occasional failure of them to occur, may proceed as planned—may cause the price of our common stock Common Stock to be volatile.
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We do not currently believe that our principal activities legacy finance business will subject us to the 1940 Act. Act, but this may change.
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An historical example of the foregoing this dynamic is our December 2022 announcement of a non-binding letter of intent with Mustang Funding, LLC, a private litigation-funding litigation‑funding business, in which letter we contemplated contemplating a merger transaction.
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AddedMD&A
This MD&A is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. In addition, unless expressly stated otherwise, the comparisons presented in this MD&A refer to the same period in the prior year. Our MD&A is presented in below sections:
AddedMD&A
Overview SUI Treasury Management Activity Portfolio Investment Activity Factors Affecting the Comparability of our Results of Operations and Material Trends Results of Operations Critical Accounting Policies and Estimates
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Sui Group Holdings Limited was originally incorporated as Mill City Ventures III, Ltd. in the State of Minnesota on January 10, 2006. Since 2020, we operated as a publicly traded specialty finance company focused on short-term, non-bank lending solutions. Revenue was primarily generated through interest income, transaction fees, and capital appreciation from related portfolio investments.
AddedMD&A
In July 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”). In support of this strategic shift, on July 31, 2025, the Company completed the private placement of 75,881,625 shares of Common Stock at an offering price of $5.42 per-share, and Pre-Funded Warrants to purchase up to 7,144,205 shares of Common Stock at an offering price of $5.4199 per Pre-Funded Warrants, exercisable at a per-share price of $0.0001. On July 31, 2025, the Company consummated the offer and sale of its securities pursuant to the Securities Purchase Agreement, dated as of July 27, 2025, by and among the Company and the investors identified on the signature pages thereto. The transaction was settled through a combination of cash, cash equivalent, USDC, and digital assets, resulting in cash and cash equivalents proceeds of $259.0 million and the receipt of approximately $191.0 million in SUI tokens and USDT coins contributed in-kind by certain investors as part of their investment consideration. The Company issued warrants to the Sui Foundation, certain investors involved in the private placement and certain management and directors in conjunction with the private placement. 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, an independent organization dedicated to the advancement and adoption of the Sui network.
AddedMD&A
SUI is a next-generation Layer 1 blockchain designed to deliver the scalability, speed, and security required to power decentralized applications and real-world cryptocurrency use cases across finance, gaming, artificial intelligence, stablecoins, and more. Its horizontally scalable architecture, low-latency finality, and secure, developer-friendly design, position it as a leading infrastructure platform capable of handling real-world scale. As institutional and consumer adoption accelerates, SUI offers the potential to enable a wide range of transformative digital experiences and create long-term value opportunities for Sui Group and its shareholders.
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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 new treasury strategy.
AddedMD&A
The Company’s strategy is to maximize the value of SUI per-share and support the growth of the Sui ecosystem through scalable, transparent, and long-term value creation strategies. We therefore aim to capitalize on this opportunity 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 regulated, 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 regulated, liquid, and institutional-grade access to the Sui blockchain designed for scalability and global adoption.
AddedMD&A
On September 19, 2025, our shareholders approved all proposals presented at the annual meeting, including the amendment to increase the authorized capital stock and election of directors, as well as the approval of issuance of Common Stock issuable upon exercise of the management warrants and pursuant to the Purchase Agreement with A.G.P./Alliance Global Partners (“A.G.P.”). These changes are expected to enhance our corporate governance and better align executive compensation with shareholder interests.
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During 2025, we also continued to return capital to shareholders through our stock repurchase programs. For the year ended December 31, 2025, we repurchased 8,718,562 shares of Common Stock for $18.9 million, completing our original $2.0 million authorization and utilizing $16.9 million of the new $50.0 million program approved by the Board in September 2025. In comparison, during the year ended December 31, 2024, we did not repurchase any shares of Common Stock.
AddedMD&A
As of December 31, 2025, we held 105 million SUI tokens in our treasury, representing $147.4 million in digital assets. This equates to approximately 1.34 SUI per share of Common Stock and Pre-Funded Warrants (as defined below) outstanding. Approximately 99% of our SUI holdings continued to be staked, generating an annualized yield of approximately 1.7%, or approximately $10,000 in daily staking rewards, with the balance of the SUI tokens applied to higher margin direct lending opportunities. We believe this staking strategy enhances the productivity of our treasury while maintaining exposure to potential SUI price appreciation and serves as a flexible source of liquidity for future acquisitions and operational portfolio investments.
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For the year ended December 31, 2025, we earned $2.1 million in staking rewards, representing 799,951 SUI tokens generated from substantially all tokens staked, as compared to $0 earned in staking rewards during the year ended December 31, 2024.
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Our principal sources of income now include staking rewards from our SUI holdings, realized and unrealized gains or losses on digital assets, and rewards earned through protocol participation. We actively monitor market conditions and developments across blockchain protocols to optimize yield and asset performance. Legacy income streams from interest and fees on short-term loans remain part of our portfolio, although they represent a smaller portion of our overall financial profile.
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For the Year Ended December 31, Cash flows provided by (used in):: 2025 2024 Operating activities $ (8,235,211) $ 5,650,086 $ (1,137,617) Investing activities (195,358,509) — Financing activities 219,503,884 — 424,000 Net increase (decrease) in Cash and cash equivalents 15,910,164 5,650,086 (713,617) Cash, Cash and cash equivalents, beginning of period 6,026,110 376,024 1,089,641 Cash, Cash and cash equivalents, end of period $ 21,936,274 $ 6,026,110 $ 376,024
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Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) set forth below should be read in conjunction with our audited financial statements, and notes thereto, filed together with this Form 10-K. Annual Report.