THE OFFERING
............................... Shares Offered by the Trust Shares representing units of fractional undivided beneficial interest in, and ownership of, the Trust. .................................................. Use of Proceeds Proceeds received by the Trust from the issuance and sale of Baskets will consist of SUI deposited with the Trust in connection with creations. Such SUI will only
be (i) owned by the Trust, (ii) transferred (or converted to U.S. dollars, if necessary) to pay the Trust’s expenses, (iii) distributed or otherwise disposed of in connection with the redemption of Baskets, (iv) liquidated in the event that the Trust terminates or as otherwise required by law or regulation or (v) used in Staking, only if (and, then, only to the extent that) the Staking Condition relating to the qualification of the Trust as a grantor trust for U.S. federal income tax purposes is satisfied and subject to compliance with any additional requirements that may arise in connection with satisfaction of the Staking Condition.
............................................ NYSE Arca symbol GSUI ................................................................ CUSIP 38964T100 ......................................................... Index Price The Index Price is the price of a SUI at 4:00 p.m., New York time, calculated
based on the price and trading volume data of the Digital Asset Trading Platforms included in the Index over the preceding 24-hour period. The Index Price is calculated using non-GAAP methodology and is not used in the Trust’s financial statements. The Index is a U.S. dollar-denominated composite reference rate for the price of SUI. The Index is designed to (1) mitigate the effects of fraud, manipulation and other anomalous trading activity from impacting the SUI reference rate, (2) provide a real-time, volume-weighted fair value of SUI and (3) appropriately handle and adjust for non-market related events. The Index Provider formally re- evaluates the weighting algorithm quarterly, but maintains discretion to change the way in which an Index Price is calculated based on its periodic review or in extreme circumstances. The exact methodology to calculate the Index Price is not publicly available. Still, the Index is designed to limit exposure to trading or price distortion of any individual Digital Asset Trading Platform that experiences periods of unusual activity or limited liquidity by discounting, in real-time, anomalous price movements at individual Digital Asset Trading Platforms. The Digital Asset Trading Platforms that are included in the Index are selected by the Index Provider utilizing a methodology that is guided by the International Organization of Securities Commissions (“IOSCO”) principles for financial benchmarks. For an exchange to become a Constituent Trading Platform (as defined herein), it must satisfy the Inclusion Criteria described in this prospectus, as may be updated by the Index Provider from time to time. See “Risk Factors—Risk Factors Related to the Digital Asset Markets—The Index Price used to calculate the value of the Trust’s SUI may be volatile, and purchasing and selling activity in the Digital Asset Markets associated with Basket creations and redemptions may affect the Index Price and Share trading prices, adversely affecting the value of the Shares.” From the commencement of the Trust’s operations until December 18, 2025, the value of the Trust’s SUI was calculated as the U.S. dollar value of SUI derived from the Digital Asset Trading Platforms that are reflected in the CoinDesk SUI Reference Rate Price, calculated at 4:00 p.m., New York time, on each business day. As of December 19, 2025, the value of the Trust’s SUI is the U.S. dollar value of SUI derived from the Digital Asset Trading Platforms that are reflected in the
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