SUI Group Holdings Ltd.

Previous wording

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current wording

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

Previous wording

Sui Group Holdings Limited (“the Company”) 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, generating revenue primarily from interest income, transaction fees, and capital appreciation from related investments.

Current wording

Sui Group Holdings Limited (“the Company”) was originally incorporated as Mill City Ventures III, Ltd. in the State of Minnesota on January 10, 2006. From 2020 until 2025, we operated as a publicly traded specialty finance company focused on short-term, non-bank lending solutions, generating revenue primarily from interest income, transaction fees, and capital appreciation from related investments.

Previous wording

On August 26, 2025, the Company changed its corporate name to Sui Group Holdings Limited, following an amendment to its Articles of Incorporation filed with the Office 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.

Current wording

On August 26, 2025, the Company changed its name to Sui Group Holdings Limited, following an amendment to its Articles of Incorporation filed with the Office 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.

Previous wording

The Company’s strategy is to maximize the value of SUIG through scalable, transparent, and long-term value creation. The Company seeks to enhance balance sheet productivity by lending to its ecosystem and strategic partners on a risk adjusted basis, and allocating capital to high-conviction growth themes across the digital asset, financial technology and artificial intelligence sectors. To execute this strategy, the Company acquires SUI tokens through a combination of open‑market purchases, negotiated transactions, and other institutional‑grade sourcing arrangements, including an agreement with the Sui Foundation. In addition to holding SUI, the Company seeks to enhance the productivity of its SUI holdings through protocol‑level activities, including staking. During the three months ended March 31, 2026, the Company also engaged in selective decentralized finance (“DeFi”) activities, including liquid staking, protocol-level deployments, and stablecoin-related arrangements conducted through third‑party platforms operating on the SUI blockchain. Subsequent to March 31, 2026, the Company unwound all of its DeFi activities and recovered all amounts involved therein in response to security incidents affecting certain DeFi ecosystems. The Company has since adopted a strategy to deploy a portion of its digital asset holdings through trading-based activities, including high-frequency trading strategies; however, such activities had not commenced as of June 30, 2026.

Current wording

The Company’s strategy is to maximize the value of SUIG through scalable, transparent, and long-term value creation. The Company seeks to enhance balance sheet productivity by lending to its ecosystem and strategic partners on a risk adjusted basis, and allocating capital to high-conviction growth themes across the digital asset, financial technology and artificial intelligence sectors. To execute this strategy, the Company acquires SUI tokens through a combination of open‑market purchases, negotiated transactions, and other institutional‑grade sourcing arrangements, including an agreement with the Sui Foundation. In addition to holding SUI, the Company seeks to enhance the productivity of its SUI holdings through protocol‑level activities, including staking. During the three months ended March 31, 2026, the Company also engaged in selective decentralized finance (“DeFi”) activities, including liquid staking, protocol-level deployments, and stablecoin-related arrangements conducted through third‑party platforms operating on the SUI blockchain. In early April 2026, the Company unwound all of its DeFi activities and recovered all amounts involved therein in response to security incidents affecting certain DeFi ecosystems. The Company has since adopted a strategy to deploy a portion of its digital asset holdings through trading-based activities, including high-frequency trading strategies.

Previous wording

As of June 30, 2026, the Company held approximately 91.1 million SUI tokens in our treasury (excluding SUI loaned to third parties), representing $62.8 million in digital assets. Including SUI tokens held through digital asset loan arrangements and digital asset receivable, the Company held approximately 108.9 million SUI tokens in our treasury, which equates to approximately 1.35 SUI per share of Common Stock and pre-funded warrants outstanding. The Company actively manages its digital asset holdings to balance liquidity requirements, risk exposure, and return objectives, including the use of third‑party asset managers to deploy portions of its holdings into approved blockchain‑native strategies.

Current wording

As of September 30, 2026, the Company held approximately 91.3 million SUI tokens in our treasury (excluding SUI loaned to third parties), which on that date represented $106.3 million in digital assets. Including SUI tokens held through digital asset loan arrangements and digital asset receivable, the Company held approximately 109.3 million SUI tokens in our treasury, which equates to approximately 1.35 SUI per share of Common Stock and pre-funded warrants outstanding. The Company actively manages its digital asset holdings to balance liquidity requirements, risk exposure, and return objectives, including the use of third‑party asset managers to deploy portions of its holdings into approved blockchain‑native strategies.

Previous wording

The Company’s principal sources of income currently include staking rewards from our SUI holdings, yield earned from deployed digital assets, realized and unrealized gains or losses on digital assets, and rewards associated with participating in blockchain protocol, and, to a lesser extent, income or valuation changes from other investments. The Company continues to hold the legacy lending assets, some of which generated interest and fee income in the three months ended June 30, 2026; however, they represent a reduced share of the Company’s overall asset base and results of operations compared to prior periods.

Current wording

The Company’s principal sources of income currently include staking rewards from our SUI holdings, yield earned from deployed digital assets, realized and unrealized gains or losses on digital assets, and rewards associated with participating in blockchain protocols, and, to a lesser extent, income or valuation changes from other investments. The Company continues to hold the legacy lending assets, some of which generated interest and fee income during the three and nine months ended September 30, 2026; however, they represent a significantly reduced share of the Company’s overall asset base and results of operations compared to prior periods.

Previous wording

Our operating expenses reflect the Company’s transition to a digital asset treasury model and include professional fees, payroll, custody and infrastructure costs related to blockchain asset management, and insurance, and other general administrative expenses. The Company seeks to achieve enhanced operational leverage as it scales its digital asset treasury operation.

Current wording

Our operating expenses reflect the Company’s transition to a digital asset treasury model and include fees to professionals and advisors, payroll, custody and infrastructure costs related to blockchain asset management, insurance and other general administrative expenses. The Company seeks to achieve enhanced operational leverage as it scales its digital asset treasury operation.

Previous wording

During the current quarter, substantially all of our SUI holdings were deployed in staking, staking-related or lending arrangements. Approximately 82% of SUI holdings are staked, generating an estimated annualized yield of 1.7%. For the six months ended June 30, 2026, we earned $0.9 million in staking rewards, representing 796,302 SUI tokens, compared to no staking rewards earned during the six months ended June 30, 2025. We believe this staking strategy enhances the productivity of our treasury while maintaining exposure to potential SUI price appreciation.

Current wording

During the current quarter, substantially all of our SUI holdings were deployed in staking, staking-related or lending arrangements. Approximately 82% of SUI holdings are staked, generating an estimated annualized yield of 1.5%. For the nine months ended September 30, 2026, we earned $1.1 million in staking rewards, representing 1,131,070 SUI tokens, compared to $1.0 million in staking rewards, representing 287,599 SUI tokens earned during the nine months ended September 30, 2025. We believe this staking strategy enhances the productivity of our treasury while maintaining exposure to potential SUI price appreciation.

Previous wording

Our SUI treasury strategy is supported by our official relationship with the Sui Foundation, an independent organization dedicated to the development and adoption of the SUI ecosystem. We believe this relationship, together with our active participation in staking, lending, and other protocol‑level activities, positions us to benefit from continued expansion of the SUI network while providing shareholders with exposure to SUI through a publicly traded corporate structure. On July 28, 2026, we extended our Trademark Agreement with the Sui Foundation pursuant to the terms thereof.

Current wording

Our SUI treasury strategy is supported by our official relationship with the Sui Foundation, an independent organization dedicated to the development and adoption of the SUI ecosystem. We believe this relationship, together with our active participation in staking, lending, and other protocol‑level activities, positions us to benefit from continued expansion of the SUI network while providing shareholders with exposure to SUI through a publicly traded corporate structure. On July 28, 2026, we extended our Trademark License Agreement with the Sui Foundation for an additional one-year term.

Previous wording

During the six months ended June 30, 2026, we made $6.0 million of strategic investment in artificial intelligence companies, consisting of a $3.0 million investment in Nof1 Holdings, Inc. through a SAFE and a $3.0 million investment in Recursive Superintelligence through an investment structure providing the Company with an indirect beneficial interest in preferred equity interests. Nof1 is an agentic artificial intelligence research and trading technology company focused on developing AI-driven solutions for financial markets, while Recursive Superintelligence is an artificial intelligence research company focused on developing self-improving AI systems. We believe these investments complement our broader strategy of obtaining exposure to emerging technologies, including digital assets, financial technology and artificial intelligence opportunities. These strategic investments are distinct from the Company's traditional specialty finance and loan investment activities.

Current wording

During the nine months ended September 30, 2026, we made $6.0 million of strategic investment in artificial intelligence companies, consisting of a $3.0 million investment in Nof1 Holdings, Inc. through a SAFE and a $3.0 million investment in Recursive Superintelligence through an investment structure providing the Company with an indirect beneficial interest in preferred equity interests. Nof1 is an agentic artificial intelligence research and trading technology company focused on developing AI-driven solutions for financial markets, while Recursive Superintelligence is an artificial intelligence research company focused on developing self-improving AI systems. We believe these investments complement our broader strategy of obtaining exposure to emerging technologies, including digital assets, financial technology and artificial intelligence opportunities. These strategic investments are distinct from the Company's traditional specialty finance and loan investment activities. The Company recorded an unrealized loss of $13.1 million reflecting certain borrowers' financial difficulty and uncertainty regarding the collection of principal and interest. In addition, the Company recorded allowance for credit losses against the accrued interest on these loan arrangement totaling $1.3 million. We also received $0.9 million of redemptions and repayments from legacy investments during the nine months ended September 30, 2026. As of September 30, 2026, investments of our traditional specialty finance and loan had a cost of $13.5 million and were carried at a fair value of $0.6 million.

Previous wording

During the six months ended June 30, 2025, we made $4.4 million of investment purchases and had $0.5 million of redemptions and repayments, resulting in net investments at amortized cost of $17.6 million at the end of that period.

Current wording

During the nine months ended September 30, 2025, we made $8.2 million of investment purchases and had $2.0 million of redemptions and repayments. As of September 30, 2025, investments had a cost of $20.0 million and were carried at a fair value of $20.7 million.

Previous wording

Our operating results for the three and six months ended June 30, 2026 and June 30, 2025 were as follows:

Current wording

Our operating results for the three and nine months ended September 30, 2026 and September 30, 2025 were as follows:

Previous wording

During the three months ended June 30, 2026, our digital lending interest income was $35.6 thousand, compared to none for the three months ended June 30, 2025. This pertains to the interest income on digital assets lent to the borrowers, as well as yield earned on deployed digital assets as digital asset receivable. Additional information regarding these arrangements is included in Note 4 — Digital Asset Loan Receivable to the accompanying unaudited condensed financial statements. The lack of digital lending interest income for the three months ended June 30, 2025 is due to the Company not engaging in the holding, staking or investment of cryptocurrency prior to the Private Placement.

Current wording

During the three months ended September 30, 2026, our digital lending interest income was $53.0 thousand, compared to none for the three months ended September 30, 2025. The increase was attributable to interest income earned on digital assets lent to the borrowers and yield earned on deployed digital assets recorded as digital asset receivable. The Company did not have such digital asset lending arrangements in place during the prior-year period. Additional information regarding these arrangements is included in Note 4 — Digital Asset Loan Receivable to the accompanying unaudited condensed financial statements.

Previous wording

During the three months ended June 30, 2026, and 2025, we had professional fees expense amounting to $0.3 million and $99.0 thousand, respectively. The increase was driven primarily by higher professional costs associated with the Company’s strategic transition and expanded public-company activities, including professional fees related to recruiting, accounting and audit‑related services, marketing and public relations in connection with the Company’s rebranding and investor communications, and legal fees related to SEC reporting and regulatory compliance.

Current wording

During the three months ended September 30, 2026, and 2025, we had professional fees expense amounting to $1.0 million and $0.5 million, respectively. The increase was driven primarily by higher professional costs associated with the Company’s strategic transition and expanded public-company activities, including professional fees related to accounting and audit‑related services, marketing and public relations in connection with the Company’s rebranding and investor communications, and legal fees related to SEC reporting and regulatory compliance.

Previous wording

During the three months ended June 30, 2026, we incurred $0.3 million in asset and strategic management fees under our strategic and asset management arrangements, compared to $0 during the three months ended June 30, 2025. These fees were calculated based on a tiered schedule applied to our average daily AUM, which includes SUI, cash, and cash equivalents, but excludes assets from our short-term lending business. Fees are calculated monthly in arrears and pro-rated for partial periods due to asset contributions or withdrawals. Due to the change in operations to our SUI strategy, there were no asset and strategic management fees for the three months ended June 30, 2025.

Current wording

During the three months ended September 30, 2026, we incurred $0.2 million in asset and strategic management fees under our strategic and asset management arrangements, compared to $0.4 million during the three months ended September 30, 2025. These fees were calculated based on a tiered schedule applied to our average daily AUM, which includes SUI, cash, and cash equivalents, but excludes assets from our short-term lending business. Fees are calculated monthly in arrears and pro-rated for partial periods due to asset contributions or withdrawals. The decrease reflects lower average AUM, driven primarily by the decline in the market price of SUI and lower cash balances.

Previous wording

Unrealized gain on digital assets and receivable, net

Current wording

Unrealized gain (loss) on digital assets and receivable, net

Previous wording

During the three months ended June 30, 2026, we recognized a net unrealized gain of $2.3 million compared to $0 during the three months ended June 30, 2025. The net amount reflects a gross unrealized loss of $0.6 million on our digital asset and receivable holdings, offset by $2.9 million of amortized deferred income related to the discount received on the purchase of SUI tokens as discussed in “Note 3 — Digital Assets” of our financial statements. The remaining deferred income balance of $13.8 million will amortize on a straight-line basis over the period to August 30, 2027. This is due to decrease in the price of the SUI token during the current reporting period. The lack of unrealized gain on digital assets and receivables for the three months ended June 30, 2025 is due to the Company not investing in digital assets prior to the Private Placement.

Current wording

During the three months ended September 30, 2026, we recognized a net unrealized gain of $82.7 million compared to a net unrealized loss of $60.8 million during the three months ended September 30, 2025. The current period net gain consisted of $79.7 million gross unrealized gain on our digital asset and receivable holdings and $3.0 million of amortized deferred income related to the discount received on the purchase of SUI tokens as discussed in “Note 3 — Digital Assets” of our financial statements. The prior-year period net loss consisted of $62.7 million gross unrealized loss, partially offset by $2.0 million of amortized deferred income. The change from the net unrealized loss in the prior-year period to a net realized gain in the current period was primarily attributable to change in the fair value of our SUI token holdings, including the effect of changes in the quantity and carrying value of SUI tokens held during the respective periods as a result of trading activity. The remaining deferred income balance of $10.9 million will amortize on a straight-line basis over the period to August 30, 2027.

Previous wording

During the three months ended June 30, 2026, the Company recognized the recovery of credit losses of $81.0 thousand compared to $0 for the three months ended June 30, 2025. The recovery was primarily attributable to a decrease in the expected credit loss allowance recorded on the Company's digital asset receivables, reflecting changes in the underlying receivable balances subject to the allowance. No comparable provision was recognized during the three months ended June 30, 2025, as these arrangements were not in place during the prior-year period.

Current wording

During the three months ended September 30, 2026, the Company recognized a provision for credit losses of $1.0 million compared to $0 for the three months ended September 30, 2025. The provision was primarily attributable to the expected credit loss allowance amounting to $0.5 million recorded on the Company's digital asset loan receivables, reflecting changes in the underlying loan receivable balances subject to the allowance and $0.5 million of expected credit loss allowance on interest receivable associated with a legacy loan investment whose fair value was written down to zero, reflecting uncertainty regarding collectibility of the related interest receivable on this legacy loan investment. No comparable provision was recognized during the three months ended September 30, 2025, as no credit loss allowance was recognized on the Company's investment income receivable during the prior-year period.

Previous wording

During the six months ended June 30, 2026, and 2025, we had other general and administrative expenses amounting to $0.2 million and $47 thousand, respectively. The increase was due to additional custody fees incurred due to digital asset activity increases.

Current wording

During the three months ended September 30, 2026, and 2025, we had other general and administrative expenses amounting to $0.2 million and $54.0 thousand, respectively. The increase was due to additional custody fees, transfer agent and EDGARization fees incurred due to increased digital asset activity and public filing activities.

Previous wording

During the six months ended June 30, 2026, net realized and unrealized loss on investment of $10.7 million was recognized within other income, primarily reflecting downward fair value adjustments on certain legacy investment and loan-related positions due to increased credit risk and uncertainly arising from borrower delinquencies, and refinancing delays which outwaited mitigating factors such as guarantor support and prior repayment history as of June 30, 2026.

Current wording

During the three months ended September 30, 2026, our net realized and unrealized loss on investment was $2.4 million, compared to net realized and unrealized gain of $0.5 million for the three months ended September 30, 2025. The change primarily reflecting downward fair value adjustments on a certain legacy investment. The downward fair value adjustment was due to increased credit risk, uncertainty arising from borrower delinquencies, and refinancing delays which outweighed mitigating factors such as contractual guaranties and prior repayment history as of September 30, 2026.

Previous wording

For the six months ended June 30, 2026, we generated $0.8 million in staking rewards from our SUI token holdings, compared to $0 for the six months ended June 30, 2025. This income reflects the accrual of 796,302 SUI tokens earned on average 95,538,678 SUI tokens staked, representing approximately 88% of our total SUI holdings during the period. The staking yield remains consistent with our estimated annualized return of 1.7%, and rewards were accrued daily in accordance with our treasury management strategy. The lack of staking revenue for the six months ended June 30, 2025 is due to the Company not engaging in the holding, staking or investment of cryptocurrency prior to the Private Placement.

Current wording

For the nine months ended September 30, 2026, we generated $1.1 million in staking rewards from our SUI token holdings, compared to $1.0 million for the nine months ended September 30, 2025. The increase reflects a full nine months of staking activity in the current period, compared to the prior-year period, when staking commenced in August 2025. We earned 1,131,070 SUI tokens during the current period, compared to 287,599 SUI tokens earned in the prior year period. The impact of the higher number of SUI tokens earned was substantially offset by the lower average value of SUI at the time rewards were earned. During the current period, we had an average of 93,531,160 SUI tokens staked, representing approximately 82% of our total SUI holdings with an estimated annualized staking yield of 1.6%. Staking rewards were accrued daily in accordance with our treasury management strategy.

Previous wording

During the six months ended June 30, 2026, our digital lending interest income was $0.1 million, compared to $0 for the six months ended June 30, 2025. This pertains to the interest income on digital assets lent to the borrowers, as well as yield earned on deployed digital assets as digital asset receivable. Additional information regarding these arrangements is included in Note 4 — Digital Asset Loan Receivable to the accompanying unaudited condensed financial statements. The lack of digital lending interest income for the six months ended June 30, 2025 is due to the Company not engaging in the holding, staking or investment of cryptocurrency prior to the Private Placement.

Current wording

During the nine months ended September 30, 2026, our digital lending interest income was $0.2 million, compared to $0 for the nine months ended September 30, 2025. The increase was attributable to interest income earned on digital assets lent to the borrowers and yield earned on deployed digital assets recorded as digital asset receivable. The Company did not have such digital asset lending arrangements in place during the prior-year period. Additional information regarding these arrangements is included in Note 4 — Digital Asset Loan Receivable to the accompanying unaudited condensed financial statements.

Previous wording

For the three months ended June 30, 2026, our total investment income was $0 compared to $0.9 million for the three months ended June 30, 2025. The variance is attributable to the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946 with effect from August 2025. Accordingly, investment income for the three months ended June 30, 2026, is classified within other income and totaled $0.2 million.

Current wording

For the nine months ended September 30, 2026, our total investment income was $0, compared to $1.7 million for the nine months ended September 30, 2025. The variance is attributable to the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946 with effect from August 2025. Accordingly, investment income is classified within other income August 2025 onwards amounting to $1.6 million for the nine months ended September 30, 2025, and $1.0 million for the nine months ended September 30, 2026. The decrease in overall investment income is on account of decrease in the Company's legacy investment activity.

Previous wording

During the six months ended June 30, 2026, and 2025, we had professional fees expense amounting to $2.1 million and $0.2 million, respectively. The increase was driven primarily by higher professional costs associated with the Company’s strategic transition and expanded public-company activities, including professional fees related to recruiting, accounting and audit‑related services, marketing and public relations in connection with the Company’s rebranding and investor communications, and legal fees related to SEC reporting and regulatory compliance.

Current wording

During the nine months ended September 30, 2026, and 2025, we had professional fees expense amounting to $3.1 million and $0.8 million, respectively. The increase was driven primarily by higher professional costs associated with the Company’s strategic transition and expanded public-company activities, including professional fees related to recruiting, accounting and audit‑related services, marketing and public relations in connection with the Company’s rebranding and investor communications, and legal fees related to SEC reporting and regulatory compliance.

Previous wording

During the three months ended June 30, 2026, and 2025, we had stock-based compensation amounting to $1.9 million and $0, respectively. The increase was attributable to non-cash compensatory expenses incurred in connection with the issuance of warrants in the Private Placement to certain members of management, advisors and non-employee director in the third quarter of 2025 and the issuance of warrants to a non-employee director in the first quarter of 2026.

Current wording

During the nine months ended September 30, 2026, and 2025, we had stock-based compensation amounting to $5.8 million and $2.3 million, respectively. The increase in the current period reflects nine months of non-cash expense in 2026 on the compensatory warrants issued in connection with the July 2025 Private Placement and the issuance of warrants to one existing director and two newly appointed directors in the first and third quarters of 2026, respectively, compared to approximately two months of expense in the prior period, which included the fully vested Advisor Warrants.

Previous wording

During the six months ended June 30, 2026, we incurred $0.6 million in asset and strategic management fees under our strategic and asset management arrangements, compared to $0 during the six months ended June 30, 2025. These fees were calculated based on a tiered schedule applied to our average daily AUM, which includes SUI, cash, and cash equivalents, but excludes assets from our short-term lending business. Fees are calculated monthly in arrears and pro-rated for partial periods due to asset contributions or withdrawals. Due to the change in operations to our SUI strategy, there were no asset and strategic management fees for the six months ended June 30, 2025.

Current wording

During the nine months ended September 30, 2026, we incurred $0.9 million in asset and strategic management fees under our strategic and asset management arrangements, compared to $0.4 million during the nine months ended September 30, 2025. These fees were calculated based on a tiered schedule applied to our average daily AUM, which includes SUI, cash, and cash equivalents, but excludes assets from our short-term lending business. Fees are calculated monthly in arrears and pro-rated for partial periods due to asset contributions or withdrawals. The increase reflects nine months of fees in the current period compared to approximately two months in the prior period following the July 2025 effective date of these arrangements, partially offset by lower average AUM due to the decline in the market price of SUI.

Previous wording

During the three months ended June 30, 2026, and 2025, we had compensation expense amounting to $0.4 million and $0.2 million, respectively. The increase was primarily to additional salary paid to certain personnel beginning in the third quarter of 2025 and the appointment of three new independent directors in connection with the Company’s strategic transition.

Current wording

During the nine months ended September 30, 2026, and 2025, we had compensation expense amounting to $1.4 million and $0.7 million, respectively. The increase was primarily due to higher director fees compared to the prior period, following the expansion of our Board in connection with the Company's strategic transition, and higher salary expense compared to the prior period, reflecting increased compensation for certain personnel beginning in the third quarter of 2025.

Previous wording

During the three months ended June 30, 2026, and 2025, we had insurance expense amounting to $0.4 million and $0, respectively. The increase was due to additional directors and officers’ insurance policies that the Company deemed necessary due to our change in strategy.

Current wording

During the nine months ended September 30, 2026, and 2025, we had insurance expense amounting to $1.3 million and $0.3 million, respectively. The increase was due to additional directors’ and officers’ insurance policies that the Company deemed necessary due to our change in strategy, which were in place for the full nine-month period in 2026.

Previous wording

During the six months ended June 30, 2026, we recognized a net unrealized loss of $16.4 million compared to $0 during the six months ended June 30, 2025. The net amount reflects a gross unrealized loss of $22.3 million on our digital asset and receivable holdings, partially offset by $5.9 million of amortized deferred income related to the discount received on the purchase of SUI tokens as discussed in “Note 3 — Digital Assets” of our financial statements. The remaining deferred income balance of $13.8 million will amortize on a straight-line basis over the period to August 30, 2027. This is due to decrease in the price of the SUI token during the current reporting period. Due to the change in operations to our SUI strategy, there were no unrealized gains or losses on digital assets and receivable for the six months ended June 30, 2025.

Current wording

During the nine months ended September 30, 2026, we recognized a net unrealized gain of $66.3 million compared to a net unrealized loss of $60.8 million during the nine months ended September 30, 2025. The current period net amount consisted of $57.4 million gross unrealized gain on our digital asset and receivable holdings and $8.9 million of amortized deferred income related to the discount received on the purchase of SUI tokens as discussed in “Note 3 — Digital Assets” of our financial statements. The prior period net loss consisted of $62.7 million gross unrealized loss, partially offset by $2.0 million of amortized deferred income. The change from a net unrealized loss in the prior-year period to a net unrealized gain in the current period was primarily attributable to changes in the fair value of our SUI token holdings, together with changes in the quantity and carrying value of SUI tokens subject to remeasurement during the respective period. We held approximately 91.3 million SUI tokens at September 30, 2026, compared to with approximately 105.0 million at December 31, 2025. As of September 30, 2026, the remaining deferred income balance was $10.9 million and will be amortized on a straight-line basis over the period to August 30, 2027.

Previous wording

During the six months ended June 30, 2026, we recognized a net realized loss of $53.8 million compared to $0 during the six months ended June 30, 2025. The current-period loss primarily reflects a $38.5 million realized loss associated with the transfer of 11,900,024 SUI tokens to Galaxy Digital for deployment in blockchain protocol participation, stablecoin-related strategies, and selective DeFi activities. The net realized loss also includes a $2.4 million realized loss recognized upon the return of the principal balance of 961,550 SUI tokens receivable from Galaxy Digital and $14.0 million realized loss recognized on additional 4,000,000 SUI loaned to BlueFin, partially offset by a $1.1 million realized gain recognized upon the unwind of certain DeFi arrangements. Both the realized loss and realized gain were primarily attributable to fluctuations in the market price of SUI during the period and did not reflect any loss of principal or shortfall in the recovery of the underlying SUI tokens. The realized gain primarily resulted from the recovery of digital assets for which impairment losses had been recognized in a prior period. Due to the change in operations to our SUI strategy, there were no realized gains or losses for the six months ended June 30, 2025.

Current wording

During the nine months ended September 30, 2026, we recognized a net realized loss of $81.7 million compared to $0 during the nine months ended September 30, 2025. The net realized loss primarily consisted of $38.5 million associated with the transfer of 11,900,024 SUI tokens to Galaxy Digital for deployment in blockchain protocol participation, stablecoin-related strategies, and selective DeFi activities; $28.0 million associated with high-frequency trading activity; $14.0 million associated with 4,000,000 SUI loaned to BlueFin; and $2.4 million recognized upon the return of the principal balance of 961,550 SUI tokens receivable from Galaxy Digital. These losses were partially offset by a $1.1 million realized gain upon the unwind of certain DeFi arrangements. The realized gains and losses were primarily resulted from changes in the market price of SUI between the applicable carrying value of the tokens and their value at the time of the respective transactions and did not reflect any loss of principal or shortfall in the recovery of the underlying SUI tokens nor any cash outflows since the initial acquisition of the SUI tokens. The realized gain associated with the unwind of certain DeFi arrangements primarily resulted from the recovery of digital assets for which impairment losses had been recognized in a prior period. No realized gains or losses on digital assets were recognized during the nine months ended September 30, 2025, as the Company had not yet commenced its SUI treasury strategy.

Previous wording

During the six months ended June 30, 2026, our net realized and unrealized gain on investment was $0, compared to $0.5 million for the six months ended June 30, 2025. The decrease primarily reflects the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946 during the quarter ended September 30, 2025. As a result, realized and unrealized gains and losses are no longer presented within this line item and are instead reflected within other income (expense).

Current wording

During the nine months ended September 30, 2026, our net realized and unrealized gain on investment was $0, compared to $0.5 million for the nine months ended September 30, 2025. The decrease primarily reflects the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946 during the quarter ended September 30, 2025. As a result, realized and unrealized gains and losses are no longer presented within this line item and are instead reflected within other income (expense).

Previous wording

During the three months ended June 30, 2026, net realized and unrealized loss on investment of $0.5 million was recognized within other income, primarily reflecting downward fair value adjustments on certain legacy investment and loan-related positions due to increased credit risk and uncertainly arising from borrower delinquencies, and refinancing delays which outwaited mitigating factors such as guarantor support and prior repayment history as of June 30, 2026.

Current wording

During the nine months ended September 30, 2026, net realized and unrealized loss on investment of $13.1 million was recognized within other income, primarily reflecting downward fair value adjustments on certain legacy investment and loan-related positions. The downward fair value adjustments were due to increased credit risk, uncertainty arising from borrower delinquencies, and refinancing delays which outweighed mitigating factors such as contractual guaranties and prior repayment history as of September 30, 2026.

Previous wording

During the six months ended June 30, 2026, the Company recognized impairment charges of $1.4 million on its digital asset receivable. The impairment primarily reflected declines in the market price of SUI below the cost basis of certain receivable positions associated with previously deployed DeFi arrangements. The impairment did not result from a shortfall in the recovery of the underlying digital assets or a loss of principal, but rather from decreases in the fair value of the underlying SUI tokens. No such impairment was recognized during the six months ended June 30, 2025, as the Company did not hold digital asset receivables during the comparable prior-year period.

Current wording

During the nine months ended September 30, 2026, the Company recognized impairment charges of $1.4 million on its digital asset receivable. The impairment primarily reflected declines in the market price of SUI below the cost basis of certain receivable positions associated with previously deployed DeFi arrangements. The impairment did not result from a shortfall in the recovery of the underlying digital assets or a loss of principal, but rather from decreases in the fair value of the underlying SUI tokens. No such impairment was recognized during the nine months ended September 30, 2025.

Previous wording

During the six months ended June 30, 2026, the Company recognized a provision for credit losses of $1.1 million compared to $0 for the six months ended June 30, 2025. The increase was primarily attributable to the establishment of credit loss estimates associated with the Company's receivable positions. No comparable provision was recognized during the six months ended June 30, 2025, as these arrangements were not in place during the prior-year period.

Current wording

During the nine months ended September 30, 2026, the Company recognized a provision for credit losses of $2.1 million compared to $0 for the nine months ended September 30, 2025. The increase was primarily attributable to the establishment of credit loss estimates associated with the Company's digital asset loan receivable positions, deterioration of certain investments and allowance on interest receivable related to investments for which collectibility was deemed uncertain. No comparable provision was recognized during the nine months ended September 30, 2025, as no credit loss allowance was recognized on the Company's investment income receivable during the prior-year period.

Previous wording

During the three months ended June 30, 2026, and 2025, we had other general and administrative expenses amounting to $92.0 thousand and $27.0 thousand, respectively. The increase was due to additional custody fees incurred due to digital asset activity increases.

Current wording

During the nine months ended September 30, 2026, and 2025, we had other general and administrative expenses amounting to $0.4 million and $0.1 million, respectively. The increase was due to additional custody fees, transfer agent and EDGARization fees incurred due to increased digital asset activity.

Previous wording

For the six months ended June 30, 2026, net cash used in operating activities was $3.7 million, compared to $3.9 million for the six months ended June 30, 2025. The decrease in net cash used in operating activities period over period was driven primarily by differences in accounting classification and non-cash adjustments between the periods.

Current wording

For the nine months ended September 30, 2026, net cash used in operating activities was $6.3 million, compared to $1.8 million for the nine months ended September 30, 2025. The increase in net cash used in operating activities period over period was driven primarily byhigher operating expenses in the current period, including professional fees, insurance and compensation expense.

Previous wording

Although the Company generated a net loss of $89.9 million during the six months ended June 30, 2026, a significant portion of the loss related to non‑cash items, including $70.1 million of realized and unrealized losses on digital assets and digital asset receivable, $3.9 million of stock-based compensation expense, $1.4 million of impairment of digital asset receivable, and a $10.7 million net realized loss on investments, which reduced net income but did not result in corresponding cash outflows during the period. By comparison, during the six months ended June 30, 2025, the Company generated net income of $1.1 million, but cash used in operating activities was higher due primarily to cash outflows associated with purchases of investments, which were classified as operating activities under the Company’s former accounting treatment as an investment company under ASC 946.

Current wording

Although the Company generated a net loss of $42.2 million during the nine months ended September 30, 2026, a significant portion of the loss related to non‑cash items, including $15.4 million of net realized and unrealized losses on digital assets and digital asset receivable, $5.8 million of stock-based compensation expense, $1.4 million of impairment of digital asset receivable, $2.1 million of provision for credit losses and a $13.1 million net realized loss on investments, which reduced net income but did not result in corresponding cash outflows during the period. By comparison, during the nine months ended September 30, 2025, the Company generated net loss of $43.1 million, including $60.8 million of net realized and unrealized losses on digital assets, partially offset by a $17.9 million deferred income tax benefit.

Previous wording

Cash flows used in investing activities are affected primarily by purchases and dispositions of digital assets and investments. For the six months ended June 30, 2026, net cash used in investing activities was $15.1 million, compared to $0 during the six months ended June 30, 2025. Cash used in investing activities during the current period was primarily attributable to purchases of SuiUSDe under the Company’s SUI treasury strategy, a $3.0 million SAFE investment in Nof1 Holdings, Inc., an artificial intelligence research and trading technology company, and a $3.0 million investment in Recursive Superintelligence, an artificial intelligence research company focused on developing self-improving AI systems, through an investment vehicle providing the Company with an indirect beneficial interest in the underlying equity interests. These investments were made as part of the Company's broader strategy to enhance balance sheet productivity by lending to its ecosystem and strategic partners on a risk adjusted basis, and allocating capital to high-conviction growth themes across the digital asset, financial technology and artificial intelligence sectors.

Current wording

Cash flows used in investing activities are affected primarily by purchases and dispositions of digital assets and investments. For the nine months ended September 30, 2026, net cash used in investing activities was $15.0 million, compared to $250.2 million during the nine months ended September 30, 2025. Cash used in investing activities during nine months ended September 30, 2026 was primarily attributable to purchases of SuiUSDe amounting to $10.0 million under the Company’s SUI treasury strategy, a $3.0 million SAFE investment in Nof1 Holdings, Inc., an artificial intelligence research and trading technology company, and a $3.0 million investment in Recursive Superintelligence, an artificial intelligence research company focused on developing self-improving AI systems, through an investment vehicle providing the Company with an indirect beneficial interest in the underlying equity interests. These investments were made as part of the Company's broader strategy to enhance balance sheet productivity by lending to its ecosystem and strategic partners on a risk adjusted basis, and allocating capital to high-conviction growth themes across the digital asset, financial technology and artificial intelligence sectors. This was offset by cash provided from sale and repayments of investments amounting to $0.9 million and net cash provided as a result of digital assets purchase and sale activity under high frequency trading amounting to $0.1 million. Cash used in investing activities during the nine months ended September 30, 2025, was significantly higher primarily due to substantial investments made in connection with the Company's transition to a digital asset treasury strategy, including large-scale acquisitions of digital assets amounting to $244.0 million.

Previous wording

For the six months ended June 30, 2026, net cash provided by financing activities was $0, compared to $0.6 million of cash used in financing activities during the six months ended June 30, 2025. Cash used in financing activities during the six months ended June 30, 2025 related primarily to the repurchase of shares of the Company’s common stock pursuant to the Company’s stock repurchase program.

Current wording

For the nine months ended September 30, 2026, net cash provided by financing activities was $0, compared to $288.7 million during the nine months ended September 30, 2025. Cash provided by financing activities during the nine months ended September 30, 2025, related primarily to proceeds from issuance of common shares and warrants in private offering amounting to $291.3 million (net of issuance costs amounting to $21.2 million). This was offset by the repurchase of shares of the Company’s common stock pursuant to the Company’s stock repurchase program amounting to $3.2 million.

Previous wording

As of June 30, 2026, we had cash and cash equivalents of $3.1 million, a decrease of $18.8 million from $21.9 million as of December 31, 2025. The decrease was driven primarily by cash outflows related to purchases of SuiUSDe and other investing activities during the period.

Current wording

As of September 30, 2026, we had cash and cash equivalents of $0.7 million, a decrease of $21.3 million from $21.9 million as of December 31, 2025. The decrease was driven primarily by cash outflows related to purchases of SuiUSDe and other investing activities during the period.