Form 8-K

8-K — SUI Group Holdings Ltd.

Accession: 0001140361-26-019550

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001425355

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ef20072629_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20072629_ex99-1.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

SUI GROUP HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Minnesota

001-41472

90-0316651

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1907 Wayzata Blvd, Suite #205,

Wayzata, MN

55391

(Address of principal executive offices)

(Zip Code)

(952) 479-1923

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions (see General Instruction A.2):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common Stock, $.01 par value per share

SUIG

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02

Results of Operations and Financial Condition.

On May 7, 2026, Sui Group Holdings Limited (the “Company”) issued a press release announcing its results for the quarter ended

March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purpose of

Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of

1933, as amended, or the Exchange Act.

The Company announces material information to the public through a variety of means, including filings with the Securities and

Exchange Commission, press releases, public conference calls, and on the Company’s investor relations website (https://investors.suig.io) as means of disclosing material non-public information and for complying with its disclosure obligations under

Regulation FD.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

99.1

Press Release, dated May 7, 2026

104

Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

SUI GROUP HOLDINGS LIMITED

Date: May 7, 2026

By:

/s/ Douglas M. Polinsky

Douglas M. Polinsky

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20072629_ex99-1.htm · Sequence: 2

Exhibit 99.1

SUI Group Reports First Quarter 2026 Financial and Operating Results

Total SUI Holdings of 108,728,129 Million (Including Digital Asset Loans) as of May 4, 2026

Executive Team to Host Conference Call Today at 5:00 p.m. ET

WAYZATA, MN, May 7, 2026 – Sui Group Holdings

Limited (NASDAQ: SUIG) (“SUI Group,” “SUIG” or the “Company”) today announced its financial and operating results for the first quarter ended March 31, 2026, along with an update on its SUI treasury strategy.

“We believe Sui is emerging as a foundational layer for the next generation of digital infrastructure, where finance, commerce, and intelligent systems increasingly

converge,” said Stephen Mackintosh, Chief Investment Officer of SUI Group. “Sui’s architecture, defined by high throughput, parallel execution, and sub-second finality, positions the network to support scalable financial applications as well as the

growing demands of agentic AI, where autonomous systems require real-time coordination and settlement on-chain. To further align our business with the continued growth of the Sui ecosystem, we expanded our presence during the first quarter through

initiatives such as the eSui Dollar (suiUSDe) and related yield-generating deployments, which we believe will serve as durable on-chain cash flow primitives. As we look ahead, we remain focused on increasing SUI-per-share and evaluating

high-conviction opportunities to scale our platform across the ecosystem, reinforcing SUI Group as a leader in digital asset innovation.”

Operational and Treasury Highlights

•

Deployed $10 million of newly minted eSui Dollar (suiUSDe)

•

Scaled SUI Group’s treasury to 108,728,129 SUI (including 2,961,550 SUI loan receivables) as of May 4, 2026.

•

Substantially all of the Company’s SUI is being staked, earning an approximate 1.8% yield. The current estimated daily yield is approximately 5,200 SUI.

Marius Barnett, Chairman of the Board, added, “SUI Group is executing a differentiated strategy centered on building an institutional-grade digital asset treasury platform anchored to

the growth of the Sui ecosystem. Since initiating this strategy, we have accumulated and activated SUI through disciplined capital allocation, with the objective of maximizing SUI per share while supporting the network’s long-term development. As

we look ahead, our priority is to further align our platform with the increasing utility and adoption of Sui by scaling liquidity, strengthening institutional access points, and selectively deploying capital into high-impact ecosystem

opportunities, reinforcing our role as a long-term strategic participant in the Sui network and driving durable value for shareholders.”

Q1 2026 Financial Summary (vs. Q1 2025)

Highlights from the Company’s results for the first quarter of 2026 from its SUI treasury, as well as its legacy commercial short-term non-bank lending and specialty finance business,

were as follows:

•

Total Adjusted Revenue: Total adjusted revenue including

investment and other income for the first quarter of 2026 increased to $1.4 million compared to approximately $778 thousand in the first quarter of 2025. This increase was primarily driven by the generation of staking revenue and digital

lending interest income from its SUI digital asset treasury strategy which had not yet commenced in the first quarter of 2025.

•

Loss on Digital Assets: The Company’s first quarter 2026

results include approximately $53.5 million of non-cash losses on digital assets and receivables, comprised of $18.6 million in unrealized losses and $34.9 million in realized losses. The unrealized loss reflects mark-to-market adjustments

driven primarily by a decline in the price of SUI during the period. The realized loss relates to the transfer of SUI tokens to Galaxy Digital, in its capacity as SUI Group’s asset manager, resulting in derecognition of the assets and

recognition of the difference between carrying value and fair value at the time of transfer. These U.S. GAAP-required accounting treatments reflect changes in estimated fair value and strategic deployment of digital assets and do not

represent an actual cash outflow or impact the Company’s liquidity.

•

Net Income (Loss): Net loss for the first quarter of 2026 was

$71.0 million or $(0.88) per diluted share, compared to net income of approximately $452 thousand or $0.07 per diluted share in the first quarter of 2025.

Conference Call and Webcast Details

The Company will conduct a conference call today, May 7, 2026, at 5:00 p.m. Eastern time to discuss its financial and operating results for the first quarter ended March

31, 2026.

SUI Group’s executive team will host the conference call, followed by a question-and-answer session.

Date: Thursday, May 7, 2026

Time: 5:00 p.m. ET

Toll-free dial-in number: (877) 407-6176

International dial-in number: (201) 689-8451

Webcast: SUIG's Q1 2026 Earnings Conference Call

Participants can also access the Company’s earnings call using the call me option here for instant telephone access to the event, which will be active

approximately 15 minutes before the scheduled start time.

If you have any difficulty registering or connecting with the conference call, please contact Elevate IR at (720) 330-2829.

The conference call will also be available for replay on the investor relations section of the Company’s website at www.SUIG.io.

About Sui Group Holdings Limited

SUI Group is the only publicly traded company with an official Sui Foundation relationship, providing institutional-grade exposure to the SUI blockchain. Through its

industry-first SUI treasury strategy, SUI Group is building a premier, foundation-backed digital asset treasury platform designed for scale, transparency and long-term value creation. SUI’s high-speed, horizontally scalable architecture positions it

as one of the leading blockchains designed for mass adoption, powering next-generation applications in finance, gaming, AI and beyond. The Company plans to continue its specialty finance operations while executing its SUI treasury strategy. For more

information, please visit www.SUIG.io.

Non-GAAP Financial Information

This press release includes certain non‑GAAP financial measures that are not presented in accordance with U.S.

generally accepted accounting principles (“GAAP”). These non‑GAAP financial measures include, but are not limited to, operating expenses excluding stock‑based

compensation and unrealized and realized losses on digital assets and receivables, and references to non‑cash losses on digital assets.

Sui Group uses these non‑GAAP financial measures to supplement its GAAP results in order to provide investors with

additional insight into the Company’s operating performance and cost structure, and to facilitate comparisons across reporting periods. Management believes these non‑GAAP measures are useful to

investors because they exclude certain items that may be highly variable, non‑recurring or not reflective of the Company’s core operating activities during the period, including significant non‑cash items resulting from required fair‑value accounting for digital assets and stock‑based

compensation.

These non‑GAAP financial measures should not be considered in isolation or as a substitute for, or superior to,

financial measures prepared in accordance with GAAP. The principal limitation of these non‑GAAP measures is that they exclude expenses and losses that are required to be recorded under GAAP and

that may have a material impact on the Company’s financial results. In addition, other companies, including companies in the digital asset and financial services industries, may calculate similarly titled non‑GAAP measures differently, which limits their usefulness for comparative purposes.

To compensate for these limitations, Sui Group encourages investors to review the Company’s non‑GAAP financial

measures together with the most directly comparable GAAP financial measures, which are presented in the table below.

(in $million)

March 31, 2026

March 31, 2025

Total Revenue

0.6

0.8

Add: investment income

0.7

Other income

0.1

Total Adjusted Revenue

1.4

0.8

Forward Looking Statements

This press release contains "forward-looking statements" as that term is defined in Section 27A of the United States Securities Act of

1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by the use of forward-looking terminology including “may,” “believe,” “expect,” “intend,” “anticipate,” “plan,”

“should,” “estimate,” “continue,” “potential,” “will,” “hope” or other similar words and include the Company’s expectation of future performance contained herein. These statements include, but are not limited to, expectations regarding the

Company’s future performance and growth, its ability to successfully execute its strategic plans, the Company’s digital asset treasury, the implementation of the Company’s stablecoin strategy, and the nature and performance of digital assets held

by the Company.

Forward-looking statements are subject to significant risks and uncertainties, many of which are beyond the Company’s control. Actual results may differ materially

from those expressed or implied in these statements due to various factors, including but not limited to: the inherent volatility and risks associated with investing in SUI, challenges in executing a new treasury diversification strategy, the

capabilities and limitations of the SUI blockchain, the competitive environment of the Company’s business among others, and the inherent uncertainties associated with the Company’s business strategy, and the risk factors and other factors noted in

the Company’s Registration Statement on Form S-1 (File No. 333-289438), Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and the other documents that the Company files with the Securities and Exchange Commission. The risk factors and

other factors noted therein could cause actual results to differ materially from those contained in any forward-looking statement. The Company disclaims any duty to update and does not intend to update any forward-looking statements, all of which

are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release, except as may be required by law.

Media Contact

Gasthalter & Co.

SUIG@gasthalter.com

Investor Relations Contact

Sean Mansouri, CFA or Aaron D’Souza

Elevate IR

(720) 330-2829

SUIG@elevate-ir.com

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