SUI Group Holdings Ltd.

From time to time we may become involved in various legal proceedings that arise in the ordinary course of business, including actions related to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse effect on our business, financial condition, or results of operations.

Schraber Receivership.

On January 16, 2026, Westwind Capital, LLC and Apricity Capital, LLC sued Brett Schraber and several entities affiliated with him in Hennepin County District Court, Minnesota (File No. 27-CV-26-742). The plaintiffs allege that Mr. Schraber raised more than $100 million to fund advances to injured workers against future workers' compensation settlements, and that those settlements and workers did not exist. On or about January 21, 2026, the court appointed Lighthouse Management Group, Inc. as receiver over Mr. Schraber and the entities he owned and controlled.

From approximately April 2020 through approximately March 2023, the Company (operating as Mill City Ventures III, Ltd.) made a series of short-term loans in the approximate amount aggregating to $23.5 million in principal amount to Benton Financial, LLC, an entity affiliated with Mr. Schraber. Mr. Schraber and certain of his affiliated entities personally or corporately guaranteed these loans. On September 4, 2026, the receiver sent the Company an informal request for documents and a history of transfers between the Company and Mr. Schraber or his affiliated entities. The Company is cooperating with the receiver's request.

The Company is not a party to the litigation, and no claim has been asserted against it. Under Minnesota law, a receiver may try to recover payments made by the receivership entities to third parties, including through voidable-transfer claims. At this time, the Company cannot predict whether any claim will be asserted against it, what the outcome would be, or estimate any possible loss or range of loss.