to the development of the Sui Network, formed as an outgrowth of the Diem project. The Sui Foundation is an independent nonprofit entity that supports research and development of open-source technology related to Sui. Although Mysten and the Sui Foundation continue to exert significant influence over the direction of the development of SUI, the Sui Network is decentralized and does not require governmental authorities or financial institution intermediaries to create, transmit or determine the value of SUI. Sui Foundation Investment On February 17, 2026, the Trust entered into the Sui Foundation Subscription Agreement, pursuant to which the Sui Foundation acquired Shares of the Trust in a private offering for an aggregate purchase price of approximately 20,000,000 SUI tokens (the “Sui Foundation Contribution”). The Shares acquired by the Sui Foundation constitute restricted securities, and their resale is subject to limitations under federal securities laws. In addition, the Sui Foundation is expected to agree that, for a period of one year following the Sui Foundation Contribution (the “Lock-up Period”), the Sui Foundation shall not, without the prior written consent of the Sponsor, sell, transfer, assign, pledge, hypothecate or otherwise dispose of any of the Shares it holds, nor would the Sui Foundation seek to have the Trust or the Sponsor redeem its Shares during the Lock-up Period. Furthermore, the Sui Foundation is not an authorized participant and, accordingly, is not eligible to present a redemption basket to the Trust for redemption. Smart Contracts and Development on the Sui Network Smart contracts are programs that run on a blockchain that can execute automatically when certain conditions are met. Smart contracts facilitate the exchange of anything representative of value, such as money, information, property, or voting rights. Using smart contracts, users can send or receive digital assets, create markets, store registries of debts or promises, represent ownership of property or a company, move funds in accordance with conditional instructions and create new digital assets. Smart contracts on the Sui Network are written in the programming language “Sui Move,” unlike smart contracts on the Ethereum Network that are written in Solidity. Development on the Sui Network involves building more complex tools on top of smart contracts, such as decentralized apps (“DApps”); organizations that are autonomous, known as decentralized autonomous organizations (“DAOs”); and entirely new decentralized networks. For example, a company that distributes charitable donations on behalf of users could hold donated funds in smart contracts that are paid to charities only if the charity satisfies certain pre-defined conditions. In total, as of December 31, 2025, more than 100 DApps are currently built on the Sui Network, including DApps in the collectible non-fungible token, gaming, music streaming, and decentralized finance categories. Additionally, the Sui Network has been used for decentralized finance (“DeFi”), or open finance platforms, which seek to democratize access to financial services, such as borrowing, lending, custody, trading, derivatives and insurance, by removing third- party intermediaries. DeFi can allow users to lend and earn interest on their digital assets, exchange one digital asset for another and create derivative digital assets such as stablecoins, which are digital assets pegged to a reserve asset such as fiat currency. As of December 31, 2025, approximately $914.9 million was being used as collateral on DeFi platforms using the Sui Network. In addition, the Sui Network and other smart contract platforms have been used for creating non-fungible tokens, or NFTs. Unlike digital assets native to smart contract platforms which are fungible and enable the payment of fees for smart contract execution, NFTs allow for digital ownership of assets that convey certain rights to other digital or real world assets. This new paradigm allows users to own rights to other assets through NFTs, which enable users to trade them with others on the Sui Network. For example, an NFT may convey rights to a digital asset that exists in an online game or a DApp, and users can trade their NFT in the DApp or game, and carry them to other digital experiences, creating an entirely new free-market internet-native economy that can be monetized in the physical world. Overview of the Sui Network’s Operations In order to own, transfer or use SUI directly on the Sui Network (as opposed to through an intermediary, such as a custodian), a person generally must have internet access to connect to the Sui Network. SUI transactions may be made directly between end-users without the need for a third-party intermediary. To prevent the possibility of double-spending SUI, a user must notify the Sui Network of the transaction by broadcasting the transaction data to its network peers. The Sui Network provides confirmation against double- spending by memorializing every transaction on its ledger, which is publicly accessible and transparent. This memorialization and verification against double-spending is accomplished through the Sui Network validation process, which adds data, including recent transaction information, to the Sui Network.
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