SUI Group Holdings Ltd.

Except as set forth below, there have been no material changes to the risk factors disclosed in Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Part II, Item 1A, "Risk Factors" of our Quarterly Report on Form 10-Q for the quarters ending March 31, 2026 and June 30, 2026.

A review by a sub-committee of our audit committee, which is ongoing, of a consulting agreement involving certain of our executive officers, and related disclosure matters, could result in amended filings, management changes, expenses and other adverse consequences, including regulatory inquiries or proceedings or litigation.

As described in Part I, Item 4, "Controls and Procedures—Audit Committee Review," of this Quarterly Report on Form 10-Q, a sub-committee of the Audit Committee, with the assistance of independent outside counsel, is reviewing a consulting agreement entered into in July 2025 in which certain of our executive officers may have a personal interest, together with related disclosure and compliance matters, including whether the agreement should have been disclosed as a related person transaction in our 2026 proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The review is ongoing, and we cannot predict when it will be completed, what it will find, or what actions we may take in response.

The review and its outcome could result in adverse consequences, any of which could adversely affect our business, reputation, financial condition, results of operations and the trading price of our common stock, including:

•

we may conclude that additional or revised disclosure is required and may amend one or more previously filed reports, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and our 2026 proxy statement disclosure;

•

we may identify further deficiencies in our disclosure controls and procedures. Any failure to maintain effective controls could cause investors to lose confidence in our reported information;

•

we have incurred, and expect to continue to incur, legal, accounting and other professional expenses in connection with the review and any related matters and may also be required to indemnify, or advance expenses to, current executive officers, and those costs may not be fully covered by director and officer insurance; and

•

publicity about the review, its findings or any remedial measures that may be taken in response could harm our reputation.