SUI Group Holdings Ltd.

We are a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Securities Exchange Act of 1934 and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies.

Our named executive officers for the fiscal year ending December 31, 2025, are (i) Mr. Douglas M. Polinsky, our President and Chief Executive Officer, and member of the Board, (ii) Mr. Joseph A. Geraci, II, our Chief Financial Officer and (iii) Stephen Mackintosh, our Chief Executive Officer (together, our “named executive officers”). Stephen Mackintosh, our Chief Investment Officer, was also an executive officer of the Company in fiscal year 2025; however, Mr. Mackintosh did not receive any compensation from the Company for his services as an executive officer and is thus not included in this disclosure. Messrs. Polinsky, Geraci and Mackintosh are the only executive officers of the Company.

2025 Summary Compensation Table

The following table sets forth information regarding the total compensation awarded to, earned by or paid to our named executive officers during the Company’s two most recent fiscal years ended December 31, 2025, and 2024.

Employment Agreements with Named Executive Officers

On February 1, 2025, we entered into an executive employment agreement (each, a “Prior Employment Agreement”) with each of Messrs. Polinsky and Geraci, each of whom have been executive officers of our Company since its founding. Each Prior Employment Agreement was effective as of January 1, 2025, and has a term that lasts for two full years thereafter, ending on December 31, 2026 (subject to extension by mutual agreement of the parties). Each Prior Employment Agreement provides the named executive officer with a base annual salary of $220,000. Pursuant to the Prior Employment Agreement, each named executive officer is also entitled to have health insurance provided by us and the ability to contribute to our 401(k) plan. Each Prior Employment Agreement contains two-year non-competition and non-solicitation covenants, as well as a customary covenant relating to the confidentiality of our company information. In the event that the named executive officer is terminated for Cause (as defined in the Prior Employment Agreements), or in the event that a named executive officer’s services are terminated due to death or disability, the terminated named executive officer will be entitled to receive only his base annual salary through the date of termination. In the event of other non-cause terminations, we will be obligated to pay the terminated named executive officer’s base annual salary through the remainder of the employment term.

We entered into new employment agreements with each of the named executives that were effective as of July 31, 2025 (the “New Employment Agreements”) and supersede the Prior Employment Agreements. Each New Employment Agreement has a term that lasts for three years thereafter, subject to extension by mutual agreement of the parties. Pursuant to each New Employment Agreement, each named executive officer is entitled to a base annual salary of $450,000 and is eligible to receive an annual cash bonus of up to 100% of his base salary, payable at the discretion of the Compensation Committee. Under the New Employment Agreements, each named executive officer is also entitled to have health insurance provided by us and the ability to contribute to our 401(k) retirement plan. Additionally, each New Employment Agreement contains one-year non-competition and non-solicitation covenants, as well as customary covenants relating to the confidentiality of Company information. In the event that a named executive officer is terminated for Cause (as defined in the New Employment Agreements) or in the event that a named executive officer’s services are terminated due to death or disability, the terminated named executive officer will be entitled to receive only his base annual salary through the date of termination. In the event of other non-cause terminations, we will be obligated to pay the terminated named executive officer’s base annual salary through the remainder of the employment term. Neither New Employment Agreement contains any change-in-control provisions.

Management Warrants

Pursuant to the Securities Purchase Agreements and in connection with the Private Placement, upon the closing of the Private Placement on July 31, 2025, the Company issued Management Warrants to Messrs. Polinsky and Geraci, pursuant to which, the named executive officers may purchase up to 622,694 shares of our Common Stock individually, or an aggregate of 1,245,388 shares of our Common Stock collectively. The Management Warrants entitle each named executive officer to purchase the following shares of our Common Stock at the applicable exercise prices: (i) 311,347 shares at an exercise price of $5.42 per share; (ii) 207,565 shares at an exercise price of $6.50 per share; and (iii) 103,782 shares at an exercise price of $7.05 per share. The Management Warrants will vest in four substantially equal installments (being 25% every six months) over the 24-month period measured from the date of issuance of the Management Warrants, subject to the named executive officer’s continued employment with the Company at each respective vesting date. The Management Warrants will expire five years after the date of issuance and the exercise prices are subject to standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

Outstanding Equity Awards at Fiscal Year End Table

The following table sets forth certain information concerning outstanding stock options held by our named executive officers as of December 31, 2025.

Policies and Practices Related to the Grant of Certain Equity Awards

During 2025, we granted warrants to employees, including our named executive officers. We do not take material nonpublic information (“MNPI”) into account in determining the timing of grants of stock options, stock appreciation rights, or similar instruments with option-like features. Further, we have not timed the disclosure of MNPI for the purpose of affecting the value of executive compensation. The only options we grant are issued pursuant to our equity incentive plan and the only similar instruments with option-like features that we grant are the warrants granted to certain non-employee directors upon hiring and the Management Warrants granted to our named executive officers in 2025. The process of offering these instruments does not take into consideration the disclosure of material nonpublic information; however, we do not believe we were in possession of any material nonpublic information at the time the Management Warrants and the Director Warrants (as defined below) were granted.

The following table is provided pursuant to Item 402(x)(2) of Regulation S-K.

Non-Employee Director Compensation

For 2025, we paid a total of $423,948 in director fees to our non-employee directors. We do not pay any compensation to our named executive officers, Messrs. Polinsky and Geraci, in connection with their service on the Board. See the “2025 Summary Compensation Table” above for information on the total compensation paid to Messrs. Polinsky and Geraci for all services provided by them to the Company.

Liszt Compensation Arrangements

As compensation for his service as a non-employee director of the Company, Mr. Liszt receives an annual director fee of $70,000.

Wagner Compensation Arrangements

As compensation for his service as a non-employee director of the Company, Mr. Wagner receives an annual director fee of $250,000, paid on a quarterly basis. In addition, on July 31, 2025, the Company issued to Mr. Wagner the Director Warrants to purchase 207,565 shares of our Common Stock at various prices per share, as follows: (i) 83,026 shares at an exercise price of $5.42 per share; (ii) 41,513 shares at an exercise price of $5.962 per share; (iii) 41,513 shares at an exercise price of $6.504 per share; and (iv) 41,513 shares at an exercise price of $7.046 per share. The Director Warrants will vest in four substantially equal instalments (being 25% every six months) over a 24-month period measured from the date of issuance (July 31, 2025), subject to Mr. Wagner (i) being a director of the Company at each respective vesting date and (ii) not having been legally and validly terminated or removed as a director pursuant to the Company’s bylaws and applicable law. The Director Warrants will expire five years after the date of issuance and the exercise prices are subject to standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

Berman Compensation Arrangements

As compensation for his service as a non-employee director of the Company, Mr. Berman received an annual director fee of $22,935. As reported by the Company on July 31, 2025, Mr. Berman resigned from his role as a non-employee director of the Company. There were no disagreements between the Company and Mr. Berman that led to his decision to resign.

Zipkin Compensation Arrangements

As compensation for his service as a non-employee director of the Company, Mr. Zipkin receives an annual director fee of $70,000. As reported by the Company on July 15, 2025, Mr. Zipkin passed away.

Non-Employee Director Compensation Table

The following table sets forth information for the fiscal year ended December 31, 2025, regarding the compensation awarded to, earned by or paid to our non-employee directors.