Results of Operations and Financial Condition. On August 6, 2026, Sui Group Holdings Limited (the "Company") issued a press release announcing its financial results for the fiscal second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Secu…

Chief Investment Officer — Stephen Mackintosh: Mr. Mackintosh resigned from his position as Chief Investment Officer.

of this Current Report on Form 8-K, which description is incorporated herein by reference. As compensation for her services on the Board, Ms. Campbell will receive an annual director fee of $250,000, to be paid on a quarterly basis. In addition, the Company granted to Ms. Campbell warrants (the “Director Warrants”) to purchase 207,565 shares of the Company’s common stock (the “Common Stock”) at various prices per share of Common Stock as follows: (i) 83,026 shares of Common Stock at an exerci…

Director and Chair of the Audit Committee — Ms. Kristina Campbell: Ms. Kristina Campbell was appointed to the Board and will serve as Chair of the Audit Committee.

Entry into a Material Definitive Agreement On June 19, 2026, Sui Group Holdings Limited (the “Company”) entered into an Amended and Restated Digital Asset Loan Agreement (the “Loan Agreement”) with BlueFin Labs Inc. (“BlueFin”). The Loan Agreement amends and restates the digital asset loan agreement, dated September 30, 2025, between the Company and BlueFin whereby the Company loaned 2,000,000 SUI tokens to BlueFin. The Loan Agreement provides that the Company will loan an additional 4,000,00…

Results of Operations and Financial Condition. On May 7, 2026, Sui Group Holdings Limited (the “Company”) issued a press release announcing its results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Excha…

Results of Operations and Financial Condition. On February 26, 2026, Sui Group Holdings Limited (the “Company”) issued a press release announcing its results for the quarter ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (t…

Director — Joseph A. Geraci, II: Mr. Geraci resigned from the Board but continues as CFO and a Board Observer.

Results of Operations and Financial Condition. On November 12, 2025, SUI Group Holdings Limited (the “Company”) issued a press release announcing its results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (…

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Entry into a Material Definitive Agreement. Securities Purchase Agreements On August 1, 2025, Mill City Ventures III, Ltd. a Minnesota corporation (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with A.G.P./Alliance Global Partners (the “Investor”), pursuant to which the Company shall have the right, but not the obligation, to direct the Investor to purchase the lesser of (i) $500,000,000 (the “Total Commitment Amount’) or (ii) the Exchange Cap, which…

The filing details the board composition changes and agreements related to a securities offering, not an executive movement.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Entry into a Material Definitive Agreement. Securities Purchase Agreements On July 27, 2025, Mill City Ventures III, Ltd. (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreements”) with certain investors (the “Purchasers”) pursuant to which the Company agreed to sell and issue to the Purchasers in a private placement offering (the “Offering”) an aggregate of (i) 75,881,625 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common St…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 15, 2025, Mill City Ventures III, Ltd. (the “Company”) reported the unexpected passing of Mr. Laurence S. Zipkin on July 9, 2025. At the time of his death, Mr. Zipkin was an independent director of the Company, a member and chairman of its Corporate Governance and Nominating Committee, and a member of its Compensation Committee and Audit Committee. On July 18, 2025, the Company receive…

director — Mr. Laurence S. Zipkin: The director passed away.

Entry into a Material Definitive Agreement. On January 31, 2025, Mill City Ventures III, Ltd. (“Mill City”) entered into an Amended and Restated Subordination and Intercreditor Agreement with Orion Pip, LLC, as administrative agent and collateral agent for senior lenders to Mustang Funding, LLC, and with Mustang Funding, LLC. The agreement contains customary and negotiated terms and conditions relating to the full subordination of Mill City’s right to payment (subject to certain exceptions) a…

Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Amendment 5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note (with Mustang Funding, LLC), dated effective January 21, 2025* 10.2 Amended and Restated Subordination and Intercreditor Agreement with Orion Pip, LLC, as administrative agent and collateral agent for senior lenders, and with Mustang Funding, LLC, dated effective January 25, 2025* 10.3 Security Agreement with Mustang Funding, LLC,…

Entry into a Material Definitive Agreement. On January 22, 2025, Mill City Ventures III, Ltd. (“Mill City”) entered into an Amendment No. 5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, to be deemed effective January 21, 2025. The amendment extends the maturity date of Mill City’s loan to Mustang Funding to March 28, 2027, and increases the per annum rate of interest to 20%. The amendment obligates Mustang Funding to continue paying month…

Entry into a Material Definitive Agreement. Effective January 7, 2025, Mill City Ventures III, Ltd. and Mustang Funding, LLC entered into an amendment to their Fourth Short-Term Loan Agreement and related $10 million principal amount Fourth Short-Term Promissory Note, dated September 29, 2023 (as earlier amended on April 29, 2024, November 18, 2024 and December 18, 2024). The new amendment extends the stated maturity date of the loan and note to January 21, 2025. A copy of the amendment is be…

Entry into a Material Definitive Agreement . Effective December 18, 2024, Mill City Ventures III, Ltd. and Mustang Funding, LLC entered into an amendment to their Fourth Short-Term Loan Agreement and related $10 million principal amount Fourth Short-Term Promissory Note, dated September 29, 2023 (as earlier amended on April 29, 2024, and November 18, 2024). The new amendment extends the stated maturity date of the loan and note to January 7, 2025. A copy of the amendment is being filed as an…

Entry into a Material Definitive Agreement . Effective November 18, 2024, Mill City Ventures III, Ltd., and Mustang Funding, LLC entered into an amendment to their Fourth Short-Term Loan Agreement and related $10 million principal amount Short-Term Promissory Note, dated September 29, 2023 (as earlier amended on April 29, 2024). The new amendment extends the stated maturity date of the loan and note to December 18, 2024. A copy of the amendment is being filed as an exhibit to this report.

Termination of a Material Definitive Agreement . On January 22, 2024, Mill City Ventures III, Ltd. (“Mill City”), Eastman Investments, Inc., a Nevada corporation (“Eastman”), and Lyle A. Berman, as trustee of the Lyle A. Berman Revocable Trust (the “Trust,” and referred to collectively with Eastman as the “Lenders”), terminated the Loan and Security Agreement that the parties had entered into on January 3, 2022 (the “Loan and Security Agreement”). Mill City determined to terminate the Loan an…

of the registrant's initial Form 8-K filed with the SEC on May 22, 2023. Other than with respect to the exhibits, the disclosure contained in the initial Form 8-K remains unchanged as of the date of its filing. A copy of the letter to the SEC from the registrant’s independent public accountants is attached hereto as Exhibit 99.1.