reference only. See “—Valuation of SUI and Determination of NAV” for a more detailed description of how the Trust’s NAV and NAV per Share are calculated. ............................................................. Staking The Trust Agreement provides that the Trust may engage in Staking, but only if
(and, then, only to the extent that) the Staking Condition has been satisfied. On February 17, 2026, the Staking Condition was satisfied with respect to the form of Staking described in this prospectus, and on February 18, 2026, the Trust commenced Staking pursuant to the Staking Arrangements described below. The Sponsor may in the future modify the form of Staking in which the Trust engages, but only if (and, then, only to the extent that) the Staking Condition has been satisfied with respect to any such modified form of Staking, and subject to compliance with any additional requirements that may arise in connection with satisfaction of the Staking Condition with respect thereto. The Sponsor has caused, and from time to time may cause, the Trust to enter into Staking Arrangements with the Custodian to stake the Trust’s SUI to one or more Staking Providers through Provider-Facilitated Staking. Under the Staking Arrangements, the Trust is permitted to accept only Staking Consideration received in the form of SUI, and is not permitted to accept any Other Staking Consideration in the form of other digital assets. Furthermore, the Staking Arrangements also require that a Staking Provider meet certain requirements in order to be selected to participate in Provider-Facilitated Staking. The Staking Provider is the node operator and is be obligated to operate the validator through which the Trust’s SUI is staked to ensure that validation occurs. The Trust’s SUI is currently staked from the Trust’s wallets administered by the Custodian, and the Staking Provider performs any related validation activities. The Trust retains control of its staked SUI because the SUI Network does not permit the Staking Provider to transfer staked SUI to any wallet other than as designated by the Sponsor. Because the Trust's staked SUI cannot, pursuant to the Sui Network protocol, be transferred other than as directed by the Sponsor, the Trust's SUI is not deemed commingled with the SUI of any other SUI holder in connection with Staking, such as the Staking Provider or others who stake to the Staking Provider, even if the Staking Provider is in receipt of other SUI holders’ validation rights. The Trust would not itself undertake any validation activities, and the Sponsor would not be required to perform any services. As of the date of this filing, the Sponsor generally seeks to stake as much of the Trust's SUI as is practicable (i.e., up to 100%) at all times, except as needed as further described herein. The Trust’s SUI would be un-staked (or not staked in the first instance) only under certain circumstances described in the Trust Agreement and under “Description of the Shares—Staking.” The Staking Arrangements are generally on market terms, consistent with those typically offered by leading digital asset firms that offer staking functionality. However, the Trust has and will continue to negotiate certain provisions as necessary or helpful to preserve the Trust’s status as a grantor trust and the security of the Trust’s SUI, as well as to address governmental, policy or regulatory concerns. Staking introduces a risk of loss of SUI, which may include penalties, slashing and inactivity leaks, and would require dependency on third parties to effectively execute the Trust’s Staking Arrangements. See “Description of the Shares—Staking” and “Risk Factors—Risk Factors Related to Staking” for more information. Capitalized terms used but not defined in this subsection have the meanings given to such terms under “Glossary of Defined Terms.” Other than receiving and distributing cash from the Cash Account in connection with the creation and redemption of Baskets as described under “Description of Creation and Redemption of Shares,” the Trust will not hold cash, and will not engage a cash custodian. The Trust may from time to time be entitled to come into
Incidental Rights and IR Virtual Currency
..........................................................
13
Made with FlippingBook - professional solution for displaying marketing and sales documents online