SUIG - NASDAQ

Good afternoon, everyone, and thank you for participating in today's conference call to discuss SUI Group Holdings Limited’s financial and operating results for the fourth quarter ended 12/31/2025. Joining us today are SUI Group Holdings Limited’s Chairman of the Board, Marius Barnett, Chief Investment Officer Stephen Mackintosh, Chief Executive Officer Douglas Polinsky, and Chief Financial Officer, Joseph Geraci. By now, everyone should have access to the company’s fourth quarter 2025 earnings press release, which was issued this afternoon at approximately 4:05 p.m. Eastern Time. The release is available in the Investor Relations section of the company’s website at cuig.io. This call will also be available for webcast replay on the company’s website. Following management remarks, we will open up the call for your questions. Please be advised this conference call will contain statements that are considered forward-looking statements under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain known and unknown risks and uncertainties as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. These forward-looking statements are also subject to other risks and uncertainties that are described from time to time in the company’s filings with the SEC. Do not place undue reliance on any forward-looking statements, which are being made only as of the date of this call. Except as required by law, the company undertakes no obligation to publicly update or revise any forward-looking statements. For important risks and assumptions associated with such forward-looking statements, please refer to the company’s SEC filings.

Thank you and good afternoon, everyone. Before diving into the quarter, I would like to briefly share my perspective on the current market environment. As many of you know, I am the Co-Founder of Caritage, a London-based investment firm focused on digital assets and emerging technologies. Over the past several cycles, I have invested across public and private blockchain infrastructure, DeFi protocols, and AI-linked digital systems. Volatility in digital assets is not new to us. Cyclical repricing, liquidity compression, and sharp mark-to-market movement are inherent features of emerging asset classes. What has remained consistent across cycles is the long-term progression of technology. Infrastructure improves, developer ecosystems deepen, institutional participation increases, and regulatory clarity advances. We believe we are operating in that progression today. The digital asset industry is entering a more mature phase. The regulatory engagement in the United States has shifted from uncertainty towards structure. Institutional frameworks around custody, derivatives, and market infrastructure continue to formalize. Policymakers are increasingly focused on integrating digital assets into modern capital markets rather than excluding them. Those developments act as tailwinds not just for the industry broadly, but for institutional-grade public companies like SUI Group Holdings Limited. That context makes the strengthening of our Board particularly important. During the fourth quarter, we appointed former CFTC Commissioner and ex a16z Crypto Global Head of Policy, Brian Quintenz, as an Independent Director. Brian is a recognized leader in financial markets, public policy, and digital asset regulation. He currently serves on the Board of Kalshi, an event-based derivative exchange regulated by the U.S. Commodity Futures Trading Commission, and has advised a range of leading institutions across the digital asset and financial services ecosystems. His presence reinforces SUI Group Holdings Limited’s governance discipline and positions us to engage constructively as regulated frameworks evolve. Against that backdrop, SUI Group Holdings Limited continues to execute on a strategy that is intentionally long term. Our objective is not simply token accumulation. We aim to develop a public market gateway into one of the most technically differentiated layer-one ecosystems. During the quarter, we continued to activate our treasury across multiple verticals. Our partnership with Bluefin is a great example of how we are moving beyond passive capital deployment. Bluefin has scaled into the leading decentralized exchange on Sui with over $4,000,000,000 in monthly trading volume, $82,000,000,000 in cumulative volume, and expanding lending and vault products. Institutional adoption of on-chain derivatives and structured yield products requires performance infrastructure, and Sui’s architecture enables that performance. By aligning with Bluefin, we are directly participating in one of the highest growth segments of on-chain finance. In parallel, we advanced stablecoin infrastructure through the launch of SUI USDE and USDR in collaboration with Athena and the Sui Foundation. Moving from issuance to activation, we seeded $10,000,000 into the Amber-operated SUI USDE vault, a permissionless yield-generating vehicle designed to create durable liquidity for the ecosystem. Stablecoins are foundational to capital formation on-chain. Participating in the infrastructure layer positions SUI Group Holdings Limited to capture value beyond directional exposure. The combination of these initiatives reflects a core principle guiding our strategy: activation compounds value. We are not simply accumulating an idle treasury. We are scaling it, staking it, and strategically deploying it into high-impact ecosystem infrastructure, all within a regulated, publicly traded framework, both for transparency and institutional participation. Our strategy is anchored in a structural shift we see underway across global markets: the convergence of blockchain infrastructure, institutional capital, and real-world financial use cases. Sui’s architecture is engineered for performance at scale, and that matters as decentralized systems move from experimentation to enterprise-grade deployment. SUI Group Holdings Limited is building a position accordingly, not as a short-term trading vehicle, but as a long-duration platform aligned with network growth, ecosystem expansion, and institutional adoption. Our mandate is to translate technological advancement into per-share value for public market investors. I will now turn the call over to Stephen Mackintosh to walk you through our fourth quarter operational updates.

Thank you, Marius, and good afternoon, everyone. Our capital allocation framework remains disciplined and straightforward: increase SUI per share, activate the balance sheet responsibly, and preserve long-term flexibility. At the protocol level, Sui continues to distinguish itself technically. Its object-centric architecture and new programming language allow for parallel execution, low-latency finality, and composable digital asset logic. That design enables scalable stablecoins, high-frequency on-chain trading, tokenized real-world assets, and AI-integrated applications, all within a single horizontally scalable layer-one environment. Performance characteristics matter when institutional capital enters an ecosystem. Order books, deterministic execution, and low transaction costs are prerequisites for derivatives, lending markets, and structured products. That is where we see Sui positioned structurally well. During the quarter, we continued scaling our treasury and staking substantially all of our holdings, generating approximately 1.7% annualized yield in SUI-denominated rewards. Since the inception of our digital asset treasury strategy in July 2025, we have generated approximately 1,130,000 SUI in total staking rewards and lending income in the Sui ecosystem. This income compounds the treasury over time and reinforces our long-duration orientation. Equally important was the execution of our authorized $50,000,000 share repurchase program. In Q4, we repurchased approximately 7,800,000 shares of our common stock at an average price of $2.20 per share. These repurchases represent approximately 8.8% of SUI Group Holdings Limited’s shares outstanding at the time of the implementation of the repurchases. At the time of execution, our stock was trading at meaningful discounts to its underlying net asset value and SUI per-share exposure. Deploying capital into our own equity under those conditions was a high-conviction allocation decision. It increased SUI per share, improved per-share exposure to staking yield and ecosystem activation strategies, and reflected confidence in the intrinsic value of the platform. Turning to ecosystem activation, our Bluefin partnership provides more than yield enhancement, as Marius mentioned. Bluefin’s perpetual futures platform has grown from roughly $1,000,000,000 in monthly volume to over $4,000,000,000 in monthly volume, with cumulative trading volume exceeding $80,000,000,000 and expanding lending markets. The protocol now integrates spot, perps, lending, and vault infrastructure within a unified trading environment. As derivatives and structured yield strategies expand on Sui, the presence of institutional-grade liquidity venues becomes critical. Our agreement to lend SUI into Bluefin and participate in revenue share aligns us directly with that growth sector. It also provides a return profile differentiated from passive staking. On the stablecoin side, the launch of SUI USDE and USDR marks an important evolution. Athena’s USDE has scaled into one of the fastest-growing dollar-denominated digital assets in history. Bringing that infrastructure natively to Sui expands the ecosystem’s monetary base. Our $10,000,000 anchor deployment into the Amber-operated vault was designed to accelerate liquidity formation and institutional participation. Stablecoin velocity underpins DeFi growth. By pairing treasury exposure with infrastructure participation, we create multiple pathways for value generation: token appreciation, staking yield, protocol revenue share, and liquidity provisioning. As we move into the year ahead, our focus remains on: A) scaling SUI per share through disciplined treasury growth; B) continuing to activate our treasury across staking, lending, derivatives, and stablecoin infrastructure; C) maintaining opportunistic capital allocation, including share repurchases when appropriate; and D) operating with institutional-grade transparency as the only publicly traded company with an official Sui Foundation relationship. The digital asset market will continue to experience volatility. What endures is infrastructure quality, ecosystem adoption, and disciplined capital management. We are positioned at the intersection of all three. I will now turn the call over to Douglas Polinsky, SUI Group Holdings Limited’s Chief Executive Officer, to provide an update on our specialty finance operations. Doug?

Thank you, Stephen, and thank you all for joining today’s call. For those who may be new to SUI Group Holdings Limited, our company was originally built as a specialty finance platform under Mill City Ventures III. We provide short-term, secured, non-bank lending solutions to businesses and individuals seeking flexible capital for real estate, inventory, and other liquidity needs. These loans are typically collateral-backed and structured to generate income through both interest and origination fees. That legacy lending business continues to perform well, and the platform remains profitable and cash generative. Importantly, it provides steady earnings and liquidity that help limit cash burn. It is a disciplined, risk-managed operation that continues to add stability to the broader company. While we remain selective and opportunistic in specialty finance, our strategic center of gravity has shifted. Today, our primary focus is building a differentiated, institutionally aligned digital asset treasury platform anchored to the Sui blockchain, leveraging the strength of our legacy business to support that long-term evolution. I would now like to turn the call over to our Chief Financial Officer, Joseph Geraci, to take you through our financial results. Joe?

Thank you, Doug. A quick reminder as we review our fourth quarter financial results: all comparisons and variance commentary refer to the prior-year quarter unless otherwise specified. Due to our strategic shift on 07/31/2025 from our specialty finance business toward blockchain-native treasury management, our historical financial condition and results of operations for the periods presented may not be comparable. Gross revenue and portfolio income for the fourth quarter 2025 increased 179% to $2,400,000 compared to approximately $869,000 in 2024. The increase was primarily driven by the generation of staking revenue and digital lending interest income from our SUI digital asset treasury strategy. Our fourth quarter 2025 results include a $196,100,000 non-cash unrealized and realized loss related to mark-to-market accounting adjustments on our SUI and digital asset loan receivable holdings. Please note this is a U.S. GAAP-required treatment that reflects changes in estimated fair value and does not represent an actual outflow of cash or impact our liquidity. As a result, total operating expenses excluding net realized and unrealized gain on portfolio investments in Q4 2025 were $2,300,000 compared to approximately $960,000 in Q4 2024. Excluding the aforementioned unrealized and realized loss on digital assets and stock-based compensation, operating expenses for the fourth quarter 2025 were $4,800,000. The net loss for the fourth quarter 2025 was $221,800,000, or $5.52 per diluted share, compared to net loss of approximately $91,000, or $0.01 per diluted share, in Q4 2024. The decrease was primarily driven by the aforementioned non-cash unrealized loss on our SUI holdings. As of 12/31/2025, cash and cash equivalents were $21,900,000 compared to $6,000,000 as of 12/31/2024. As of 12/31/2025, SUI Group Holdings Limited held 105,086,451 SUI at a net value of $147,400,000, plus a digital asset loan receivable of 2,961,550 SUI with a net value of $3,600,000. This concludes our prepared remarks. We will now open up for questions from those participating in the call. Operator, back to you.

Thank you. We will now be conducting a question-and-answer session. Our first question comes from the line of Devin Ryan with Citizens Bank. Please proceed with your question.

Hi, guys. Neil Eloff on here for Devin. My first question is on agentic AI. There has been a lot of news on the topic recently, so I would love to get your thoughts on its role in the blockchain ecosystem. And then if you could also talk a little bit about Sui from an infrastructure point of view. We are thinking that agentic AI can really lift trading volume in the coming years, so how is Sui kind of best positioned from that point of view? Thanks.

Hi, thank you for the question. This is Stephen Mackintosh, CIO. I think in our view agents will soon likely be responsible for many of the transactions on the Internet, and I think that the blockchain industry will play a critical role as we essentially transition from the mobile era to the cloud era and now to the AI era. I think that Sui is best understood as a coordination layer for user intent. Those intents can be manifested in agents taking actions in commerce from the click of one button and essentially executing all of the necessary complex multi-step actions as a single, indivisible, atomic operation that exists on-chain. I think that we really are at the tipping point of an explosion of agentic commerce. What is really unique about Sui’s architecture is that it allows for the coordination at scale of really high-throughput transactions, specifically through the use of a very unique technology primitive that is on the Sui blockchain called programmable transaction blocks, also known colloquially as PTBs. A core feature of this architecture is that PTBs let developers or AI agents bundle up to thousands of operations—such as transfers, swaps, contract calls, merges, splits of an asset, for example—into one single transaction. Because Sui is one of the only blockchains in the industry that has an object-centric data model, it allows for parallel execution of these bundles that can happen really at an infinite scale, whereas other blockchains are kind of restricted by sequential ordering and capacity limits for block sizes. PTBs allow the Sui blockchain to scale really low latency, high throughput, and also atomically. So I think that it is going to be a really critical use case for the Sui blockchain as we see commerce running on agentic workflows that are really empowered by stablecoins and crypto wallets. In regard to the trading question, Sui recently shipped a big update for DeepBook, which is the limit order book on Sui, and introduced margin trading. I think that we really are kind of walking into a new era of agentic yield generation. There is a company called Beef which was recently launched in the Sui ecosystem that is allowing for agentic yields to be realized on-chain, and I believe there is a huge groundswell of developer activity to build new agentic businesses that will deliver either commerce workflows or yield workflows to users and developers.

Thanks. And then my next question is kind of on prediction markets. As these contracts kind of begin to evolve into an asset class of their own, what role do you guys think Sui gets to play in this market?

Thanks. That is a very topical question. I think prediction markets are probably on track to reach something in the order of $1,000,000,000,000 in annual volume by 2030. We have seen explosive growth just in 2026 alone, with averages around $15,000,000,000 to $20,000,000,000 in volume per month, with obviously high spikes of activity around cultural events such as the Super Bowl or elections. I think that right now we have two dominant players in the form of Kalshi and Polymarket, but the market is still really young and really exciting. I believe that the Sui team and the Sui community are really attracting a lot of talented developers who are looking at different types of prediction market consumer propositions that could be regional, for example. They could be focused on emerging markets. Right now, the prediction market space is definitely Western-centric and very much focused on Western politics, and I think that there is a huge world out there, especially in Asian communities, that have very culturally and socially relevant topics and ideas in sports that really do need native prediction markets. I think we at SUI Group Holdings Limited are constantly looking for talented teams and developers who want to capture part of that ever-increasing TAM, and I think that Sui, because of all of the architectural advantages that I mentioned before and the elevated customer experiences, can also be utilized to deliver in prediction markets.

Very interesting stuff. Thank you, guys, for taking the questions.

Thank you. Our next question comes from the line of Brian Kinstlinger with Alliance Global Partners. Please proceed with your question.

Great, thanks so much. I just wanted to start with—you mentioned at the end of the year you had $21,900,000 of cash. Can you update us on cash today, as well as what you have had—81,000,000 shares of buyback—is that about roughly what you got? Great. And maybe can you provide some color on the progress for the Google API2 partnership related to development, and do you believe the new agentic AI launches with ClaudeBot and MoteBot—do you think we will see an uptick in development and adoption on Sui fairly soon? Just trying to understand how you see that playing out in timing. And then you touched on the growth of Bluefin. Did that have an impact on the fourth quarter? Are you generating 5% of their revenue starting in November? And I guess what part of that 5,000 daily digital coins is related to that deal?

Yes, correct. So we did just over 80,000,000 shares in total. That includes all the buybacks we did. We are sitting at approximately $21,000,000. We generate revenue income from the loan book, but then we also generate income from various institutional loans that we have done, including the Bluefin lend. So we forecast that cash number to continuously increase in the absence of using that cash for any investments or transactions. On the Google API2 question, I think Stephen touched on the opportunity set here. We truly believe that payments for all of these bots and agents are meant to be built on blockchain. I think Patrick Collison mentioned in his annual letter about how all of the payments of agents will be done on blockchain, and we believe that that is the future here, and that Sui is perfectly positioned for it. In terms of agentic, the Google API2 continues to be worked on between the teams, between Sui and Google, and we believe that there are going to be many more integrations in the longer term in this opportunity set. Regarding Bluefin, yes, I think it is a great example of the type of business we are trying to build here. We actually also can disintermediate the VCs in the market here, where Bluefin were looking to expand and grow their business, and instead of selling equity in their business, we came in and did an institutional lend on a risk-adjusted basis where we get a piece of their fees. At current, we get paid weekly in SUI, and currently that loan is yielding approximately 17% to 18% per annum.

Wow. Great. I guess my last question, and I will get back in the queue with maybe a few others, is with the decline in cryptocurrency in general, can you speak to demand for similar such business development efforts? Is it mainly with Bluefin? Is there other opportunities in other entities that are looking for similar type deals for bootstrapped Sui?

Definitely. We are actively in the market looking at these transactions. I think the key for us is risk—how we look at risk on a risk-adjusted basis. We certainly do not want to be waking up in the morning and finding that one of these lends has gone wrong. So what we are looking at is how we manage the risk in these lends and make sure that we are getting the right return profile for it. We are looking at multiple different lends. In this last quarter, although it has not had an impact yet, but will in the long term, we have been doing various other institutional lends to market makers and institutional participants of Sui, where we get parent guarantees. Our long-term targets here over the next 12 to 18 months are to be yielding plus 10% on SUI.

Thank you. Our next question comes from the line of Gareth Gacetta with Cantor Fitzgerald. Please proceed with your question.

Hi, guys. I was hoping you can kind of double click on that last question and sort of the yield-generating opportunities you are looking at outside of traditional staking. So, kind of getting to that 10% yield as a baseline is kind of a good metric, but I am wondering if you can talk about how you are thinking about deploying your treasury balance—whether that be a percentage into staking, a percentage into these DeFi opportunities, or a percentage into lending or something else—how you kind of think about deploying the treasury into these different areas of yield opportunities with respect to that risk like you spoke about? And then I just wanted to touch on some news outlets reporting that Meta is working with a third party to look into stablecoin-based payments. So given that the team at Mysten was originally a part of the team working on Meta’s Libra stablecoin in 2019, could you maybe just provide some color for the people on the call about why that project was ultimately spun out of Meta and then also why a blockchain like Sui might be the best choice for a large institution like Meta looking to integrate blockchain into their systems?

Yes, it is a great question. From a target perspective, as I said, risk is the key thing first and foremost. So every single opportunity that comes along we look at the risk and then we work with Galaxy, the asset manager of 3G’s, to analyze that risk, whether it is in the DeFi ecosystem or in the general institutional market. Another lend that you would have seen that we did is we were very proud to launch the SUI USDE stablecoin together with Athena. We minted $10,000,000 of that stablecoin. We put it in a vault on Amber, which is built by Byten. So that enhances the Bluefin ecosystem, but then we also are putting that into the DeFi ecosystems. On that lend, currently, we are yielding close to 10% on that $10,000,000 of stablecoins that we have minted. So every single transaction we do, we are looking at a balance of institutional lending and DeFi ecosystem lending. I think the key here is that we get all the right mechanisms in place to monitor these pools and ensure that the risk of it is low and make sure that we get that right return in the right coordination. I do not think that right now going and doing anything wild in the DeFi ecosystems makes sense from a risk-adjusted basis, and we do not see ourselves in that way. So that is why we have done institutional lends to market makers or institutions, where one of the lends we did was $5,000,000 at a 7.5% interest rate, but we have a parent guarantee and we let them go into the DeFi ecosystem and take more risk. So every single transaction we do, we are looking at it on a risk-adjusted basis.

Yes, sure. On the Meta question, I think the founding story of Sui is one of the most interesting footnotes in crypto’s history so far. Had the Facebook Libra and Diem projects been allowed to succeed—and the reason it did not is because of a previously unfavorable administration and regulatory environment—I do think that the Libra and Diem stablecoin initiative could have been the biggest business in crypto. They could have been bigger than Coinbase; they could have been bigger than Tether potentially, because of the distribution that came with Facebook at the time. At the time the Sui team were building Libra and Diem, it was designed for a network of 3,000,000,000 users, and when the research team, which was headed by Evan Cheng, the CEO of Sui, looked at the state of the tooling in the market, they realized that it was not fit for purpose for the scale they needed to operate at. That caused them to evaluate all of the programming languages and implementations—the use of the Ethereum stack and the EVM, Solana, different languages such as C++—and they found it was not right for moving money on the Internet. That is what allowed the CTO of Mysten and Sui, Sam Blackshear, to actually invent the Move programming language, which is a purpose-built programming language for blockchain that is designed in an object-centric architecture, which allows for parallel transaction processing—not sequential, as you see in an account-based model on Ethereum and Solana—with low-latency, high-throughput scale. In regard to the news, I believe that Meta has been engaging in different RFPs with different blockchain companies. It is unclear yet who will be part of that. But what I would say is that the future of agentic commerce is going to be one that is based around universal interoperability. These agents will be taking economic actions empowered by stablecoins in an interoperable Internet. I think that the scale of commerce could really increase tenfold when you have agentic workflows running, and because of that complexity and the order-of-magnitude increase in the amount of transactions and microtransactions taking place on the Internet, it is only an architecture like Sui that can handle that. I think we are going to see more agentic frameworks being penciled not just by Google’s API2. I think Stripe just announced an agentic framework, we have xAI’s Grok, and I think many more will come. So what I would say is that it is going to be about interoperability, low latency, and scalability, and that is what puts Sui at the heart of this agentic commerce revolution.

Awesome. That is really exciting. Thank you, guys.