10-K: Grayscale Sui Staking ETF Navigates Volatility, Uplists to NYSE Arca

Grayscale Sui Staking ETF reports a net decrease in assets for 2025 amid SUI price depreciation, while successfully uplisting to NYSE Arca and commencing a redemption program.

Summary

• The Trust officially changed its name from Grayscale Sui Trust (SUI) to Grayscale Sui Staking ETF on February 17, 2026.
• Shares of the Trust began trading on NYSE Arca under the ticker symbol GSUI on February 18, 2026, following SEC approval of generic listing standards.
• The Trust commenced an ongoing redemption program on February 18, 2026, allowing Authorized Participants to submit both in-kind and cash orders for Share redemptions.
• The Sponsor's Fee was significantly reduced from 2.5% to 0.35% annually, effective February 18, 2026.
• The Sponsor has waived the entire Sponsors Fee until the earlier of May 18, 2026, or the date the Trust's NAV exceeds $1.0 billion.
• The Trust began staking its SUI tokens on February 18, 2026, through arrangements with the Custodian and third-party staking providers, with an aggregate of 23% of gross Staking Consideration allocated to fees.
• Net assets of the Trust decreased by 66% from $12,635 thousand at December 31, 2024, to $4,301 thousand at December 31, 2025.
• The price of SUI depreciated from $4.17 per SUI at December 31, 2024, to $1.40 per SUI at December 31, 2025.
• The Trust reported a net decrease in net assets resulting from operations of ($8,782) thousand for the year ended December 31, 2025, compared to a net increase of $4,932 thousand for the period from August 1, 2024, to December 31, 2024.
• The Sui Foundation acquired approximately 20,000,000 SUI tokens in a private offering on February 17, 2026, representing 80.63% of the outstanding Shares, subject to a one-year lock-up period.
• As of December 31, 2025, the Trust held approximately 0.08% of the total SUI in circulation.
• The Sui Network introduced the Mysticeti consensus mechanism in July 2024 to improve transaction latency and throughput.
• As of December 31, 2025, over 100 DApps are built on the Sui Network, with approximately $914.9 million used as collateral on DeFi platforms utilizing the network.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a mixed filing. While the uplisting to NYSE Arca, fee reduction, and commencement of staking are positive operational and strategic developments, the significant decline in SUI price and net assets for 2025 indicates poor financial performance for the period. The concentrated ownership by Sui Foundation also presents a governance risk.

Positives

• The Trust successfully uplisted its Shares to NYSE Arca on February 18, 2026, under the ticker GSUI, which is expected to enhance accessibility and liquidity for investors.
• The commencement of an ongoing redemption program on February 18, 2026, allowing both in-kind and cash orders, is anticipated to improve the arbitrage mechanism and reduce historical premiums and discounts to NAV.
• The Sponsor's Fee was significantly reduced from 2.5% to a competitive 0.35% annually, effective February 18, 2026, lowering costs for investors.
• The Sponsor has waived the entire Sponsors Fee until the earlier of May 18, 2026, or the Trust's NAV exceeding $1.0 billion, providing a temporary cost advantage to shareholders.
• The Trust began staking its SUI tokens on February 18, 2026, enabling it to earn staking rewards and potentially enhance returns for shareholders.
• A substantial investment by the Sui Foundation of approximately 20,000,000 SUI tokens, representing 80.63% of outstanding Shares, indicates strong institutional confidence in the Trust and the SUI ecosystem.
• Technological advancements in the Sui Network, such as the introduction of the Mysticeti consensus mechanism in July 2024, aim to improve transaction latency and throughput.
• The growth of the Sui ecosystem, with over 100 DApps and $914.9 million in DeFi collateral as of December 31, 2025, suggests increasing utility and adoption of SUI.

Negatives

• Net assets of the Trust experienced a significant 66% decrease, falling from $12,635 thousand at December 31, 2024, to $4,301 thousand at December 31, 2025.
• The price of SUI depreciated substantially, from $4.17 per SUI at December 31, 2024, to $1.40 per SUI at December 31, 2025, reflecting considerable market volatility.
• The Trust reported a net decrease in net assets resulting from operations of ($8,782) thousand for the year ended December 31, 2025, indicating unfavorable operational performance.
• Historically, Shares traded on OTCQB at significant premiums (maximum 38%) and discounts (maximum 30%) to NAV per Share between November 24, 2025, and December 31, 2025, highlighting past market inefficiencies.
• Concentrated ownership of SUI, with the largest 100 wallets holding approximately 16% of SUI in circulation, and the Sui Foundation holding 80.63% of outstanding Shares, poses a risk of market manipulation or adverse effects from large sales.
• Shareholders have limited voting rights and restricted ability to bring derivative actions, requiring a collective holding of at least 10.0% of outstanding Shares by two or more non-affiliated shareholders.
• Potential conflicts of interest exist between the Sponsor and its affiliates (e.g., DCG's investments in other digital assets and a minority stake in Kraken), which could potentially disadvantage the Trust and its shareholders.
• The Sponsor's Fee and any Additional Trust Expenses will gradually decrease the amount of SUI represented by each Share over time, potentially dampening long-term value.
• SUI transactions are irrevocable, meaning stolen or incorrectly transferred SUI may be irretrievable, exposing the Trust to potential losses.
• The Custodian's maximum liability for SUI held in cold storage is limited to $100 million per address, and overall liability limits apply, potentially leaving losses uninsured.

Risks

• Extreme volatility of SUI trading prices could lead to a material adverse effect on the value of the Shares, potentially causing them to lose all or substantially all of their value.
• The medium-to-long term value of the Shares is subject to factors related to the capabilities and development of blockchain technologies and the fundamental investment characteristics of digital assets.
• Digital assets represent a relatively new and rapidly evolving industry, and the value of the Shares depends on the acceptance of SUI.
• Digital assets may have concentrated ownership, and large sales or distributions by holders of such digital assets could adversely affect the market price of SUI.
• A temporary or permanent fork or a clone of the Sui Network could adversely affect the value of the Shares.
• Recent extreme volatility and disruption in digital asset markets, loss of confidence in participants, significant negative publicity, and market-wide declines in liquidity could impact the Trust.
• The largely unregulated nature and lack of transparency surrounding the operations of Digital Asset Trading Platforms may lead to fraud, market manipulation, business failures, security failures, or operational problems, affecting SUI value.
• Digital Asset Trading Platforms may be exposed to front-running and wash-trading, which could distort SUI prices.
• The Index has a limited history, and a failure of the Index Price to accurately reflect SUI's market value could adversely affect the Shares.
• Competition from the emergence or growth of other digital assets or smart contract platforms could negatively impact the price of SUI and the value of the Shares.
• The Trust relies on third-party service providers (Custodial Entities, Authorized Participants, Liquidity Providers), and their replacement or operational disruptions could pose challenges or lead to asset loss.
• The Shares may trade at a price that is at, above, or below the Trust's NAV per Share due to non-concurrent trading hours between NYSE Arca and the Digital Asset Trading Platform Market.
• Any suspension or other unavailability of the Trust's redemption program may cause the Shares to trade at a discount to the NAV per Share.
• Shareholders may suffer a loss if Shares trade above or below the Trust's NAV per Share, even if the NAV increases.
• Extraordinary expenses, tax liabilities arising from SUI sales without distributions, indemnification obligations, intellectual property claims, and disruptions from pandemics or other disasters could adversely affect the value of the Shares.
• A determination that SUI or any other digital asset is or involves a transaction in a security may adversely affect the value of SUI and the Shares, and could result in extraordinary expenses or Trust termination.
• Regulatory changes or actions by the U.S. Congress or any U.S. federal or state agencies may affect the value of the Shares or restrict the use of SUI, validating activity, or the operation of the Sui Network.
• Regulatory changes or other events in foreign jurisdictions may affect the value of the Shares or restrict the use of SUI, validating activity, or the operation of their networks.
• If regulators subject an Authorized Participant, the Trust, or the Sponsor to regulation as a money service business or money transmitter, it could result in extraordinary expenses and decreased liquidity for the Shares.
• Statutory or regulatory changes or interpretations could obligate the Trust or the Sponsor to register and comply with new regulations, resulting in potentially extraordinary, nonrecurring expenses.
• The uncertain and evolving tax treatment of the Trust, digital assets, SUI, and transactions involving SUI under U.S. federal, state, and local tax laws could adversely affect the value of the Shares.
• Potential conflicts of interest may arise among the Sponsor or its affiliates and the Trust, potentially favoring their own interests.
• Shareholders cannot be assured of the Sponsor's continued services; discontinuance could be detrimental to the Trust.
• If the Custodian resigns or is removed without replacement, it would trigger early termination of the Trust.
• The lack of ability to participate in any different form of Staking if the Staking Condition is not satisfied could negatively affect the value of the Shares.
• Staking introduces a risk of loss of SUI (e.g., slashing penalties), which could adversely affect the value of the Shares.
• Staked SUI tokens will be inaccessible for a variable period of time, determined by a range of factors, which could result in certain liquidity risk to the Trust.
• The Trust will be dependent on third parties or intermediary technical systems to effectively execute the Trust's Staking Arrangements.
• The regulatory landscape surrounding Staking is uncertain, potentially exposing the Trust and shareholders to unforeseen regulatory risks or enforcement actions.
• Beneficial owners of Shares could incur tax liabilities from staking rewards without receiving corresponding distributions from the Trust.
• Security threats to the Trust's Vault Balance or Settlement Balance could result in the halting of Trust operations, loss of assets, or damage to reputation.
• SUI transactions are irrevocable, and stolen or incorrectly transferred SUI may be irretrievable, adversely affecting the value of the Shares.
• The lack of full insurance and shareholders' limited rights of legal recourse against the Trust and service providers expose the Trust and its shareholders to the risk of loss.
• The Trust may be required, or the Sponsor may deem it appropriate, to terminate and liquidate at a time that is disadvantageous to shareholders.
• The Trust Agreement includes provisions that limit shareholders' voting rights and restrict their right to bring a derivative action.
• The Sponsor is solely responsible for determining the value of the NAV and NAV per Share, and any errors, discontinuance, or changes in such calculations may adversely affect the Shares.
• Coinbase Global serves as the SUI custodian and prime execution agent for several competing exchange-traded SUI products, which could adversely affect the Trust's operations.
• Certain Authorized Participants may serve competing exchange-traded SUI products, which could adversely affect the arbitrage mechanism.
• Shareholders that are not Authorized Participants may only purchase or sell their Shares in secondary trading markets, and conditions there may adversely affect their investment.
• The Sponsor may implement restatements, amendments, or supplements to the Trust Agreement that may not necessarily align with shareholder interests or may increase risk to the Trust's intended tax treatment.
• A single shareholder (Sui Foundation) controls over a majority of the Shares, which could limit the ability of other shareholders to exercise voting influence or adversely impact the value of the Shares.
• As an emerging growth company, the Trust's reduced disclosure requirements may make the Shares less attractive to investors.

Future Outlook

The Sponsor anticipates that the Trust's Shares will track the value of SUI more closely following the uplisting to NYSE Arca and the commencement of the redemption program. The Sponsor intends to stake as much of the Trust's SUI as practicable, maintaining a 'Liquidity Sleeve' of unstaked SUI to manage redemption requests. Future protocol upgrades for the Sui Network may include automated slashing mechanisms. The regulatory landscape for digital assets, including potential new classifications and tax treatments for staking, remains uncertain, with ongoing efforts by the SEC and CFTC to develop clearer frameworks.

Management Comments

• "The Sponsor has observed that the Trust has begun to meet its investment objective more closely following the uplisting of the Shares to NYSE Arca."
• "The Sponsor believes that this was a threshold that investors would be comfortable with based on market precedent." (referring to the 10% derivative action threshold)
• "The Sponsor believes that market practice for Provider-Facilitated Staking arrangements has largely become standardized, with little variation in terms."
• "The Sponsor anticipates that the Sui protocol and the Staking Arrangements will permit withdrawal of staked SUI at regular intervals."
• "The Sponsor generally seeks to stake as much of the Trusts SUI as is practicable (i.e., up to 100%) at all times, with the remainder of the Trusts SUI remaining unstaked in order to address the various exceptions and other considerations described herein."
• "The Sponsor believes that the security procedures in place for the Trust... are reasonably designed to safeguard the Trusts SUI."
• "The Sponsor believes that it is applying the proper legal standards in determining that SUI is not a security and the Sponsors transactions in SUI are not securities transactions in light of the uncertainties inherent in the Howey and Reves tests."
• "The Sponsor does not expect the foregoing proceedings to have a material adverse effect on the Trusts business, financial condition or results of operations." (regarding the Genesis Capital lawsuit)
• "The Sponsor has not observed a material difference between the Index Price and average prices from the Constituent Trading Platforms individually or as a group."

Industry Context

StockSavvy.ai notes that the uplisting of Grayscale Sui Staking ETF to NYSE Arca aligns with a broader trend of traditional financial markets embracing digital asset investment vehicles, following similar approvals for Bitcoin and Ether ETPs. The significant fee reduction to 0.35% is competitive within the emerging spot crypto ETF market, reflecting increasing competition and pressure on fees in this sector. The commencement of staking activities positions the ETF to capture yield from the underlying digital asset, a feature increasingly sought after by investors in proof-of-stake cryptocurrencies. The regulatory clarity provided by the SEC's interpretation on crypto assets, while still evolving, is crucial for institutional adoption and market stability, potentially paving the way for more diverse crypto-backed financial products.

Comparison to Industry Standards

• The Sponsor's Fee reduction to 0.35% is competitive with other recently launched spot crypto ETFs, such as those for Bitcoin and Ether, which have seen fees as low as 0.25% to 0.30% after initial waivers.
• The ability to conduct both in-kind and cash creations/redemptions aligns with the operational models of established commodity-based ETFs and recently approved spot Bitcoin and Ether ETFs, aiming to maintain efficient arbitrage and minimize NAV deviations.
• The use of Coinbase Custody Trust Company, LLC as custodian, a qualified custodian under New York Banking Law, is a standard practice for institutional digital asset products, comparable to other major crypto ETFs.
• The 10.0% ownership threshold for derivative actions is a specific restriction, which is higher than typical corporate governance standards for publicly traded companies, potentially limiting shareholder recourse compared to traditional equity investments.
• The Sui Network's reported ability to handle hundreds of thousands of transactions per second, with a peak of ~500 transactions per second as of December 31, 2025, positions it as a high-throughput blockchain compared to older networks like Bitcoin and Ethereum (pre-Merge), which have significantly lower transaction per second capabilities.

Management Changes

Corporate Governance

Legal Proceedings

• Grayscale Operating, LLC (former Co-Sponsor) is a defendant in a lawsuit filed on May 19, 2025, by Genesis Global Capital, LLC and Genesis Asia Pacific Pte. Ltd. in the SDNY Bankruptcy Court, alleging preferential transfers of 105 Bitcoin and 37,647.06 Ethereum Classic tokens.
• Digital Currency Group, Inc. (DCG), the Sponsor's indirect parent company, agreed to a cease-and-desist order and a $38 million civil money penalty from the SEC on January 17, 2025, for negligently misleading investors about Genesis Capital's financial condition.
• The SEC previously brought charges against Binance, Coinbase, and Kraken in 2023 for allegedly operating unregistered securities exchanges, but these complaints were dismissed between February and May 2025.

Related Party Transactions

• Digital Currency Group, Inc. (DCG) is the indirect parent company of the Sponsor, Grayscale Investments Sponsors, LLC.
• Grayscale Securities, LLC, an affiliate of the Sponsor, served as the sole Authorized Participant from August 1, 2024, to February 17, 2026.
• DCG holds a minority interest (less than 1.0%) in Kraken, one of the Digital Asset Trading Platforms included in the Index used for SUI valuation.
• The Sponsor and its staff also service other affiliated digital asset investment vehicles, potentially creating conflicts in resource allocation.
• Officers of the Sponsor may trade SUI for their personal accounts, subject to internal policies and fiduciary duties.
• Jane Street Capital, LLC, an Authorized Participant, is an affiliate of JSCT, LLC, one of the Liquidity Providers.
• Virtu Americas LLC, an Authorized Participant, is an affiliate of Virtu Financial Singapore Pte. Ltd., one of the Liquidity Providers.
• The Sui Foundation, a single shareholder, acquired approximately 20,000,000 SUI tokens in a private offering on February 17, 2026, giving it 80.63% ownership of outstanding Shares.

Stakeholder Impact

• **Shareholders**: Directly impacted by the volatility of SUI's price, which led to a significant decrease in net assets in 2025. They benefit from the reduced Sponsor's Fee and the temporary fee waiver, as well as potential staking rewards. However, their voting rights are limited, and the ability to bring derivative actions is restricted. They face the risk of tax liabilities from staking income without corresponding distributions and potential losses due to market fluctuations or operational issues. The concentrated ownership by the Sui Foundation could limit the influence of other shareholders.
• **Service Providers (e.g., Custodian, Transfer Agent, Liquidity Providers)**: Continue to receive fees for their services and are indemnified by the Trust and Sponsor under certain conditions. The uplisting and commencement of redemptions may alter their operational engagement and responsibilities.
• **Regulatory Authorities (SEC, CFTC, IRS)**: The Trust's operations, particularly staking and its tax treatment, remain under scrutiny, with ongoing efforts to clarify regulatory frameworks. The Trust's compliance with new rules, such as the recovery of erroneously awarded compensation policy, demonstrates adherence to evolving regulatory expectations.

Next Steps

• The Sponsor will continue to stake as much of the Trust's SUI as practicable (up to 100%) at all times.
• The Sponsor will maintain a 'Liquidity Sleeve' of unstaked SUI to address various exceptions and manage redemption requests.
• The Sponsor may modify the form of Staking in which the Trust engages in the future, subject to the satisfaction of the Staking Condition.
• The Sponsor may enter into short-term financing arrangements or implement other mechanisms to manage SUI liquidity constraints in connection with future redemption orders.
• The Sponsor will provide updates on any material changes to the Index Price calculation methodology or the Constituent Trading Platforms in the Trust's periodic or current reports.
• The Sponsor will notify investors of any suspension of creations or redemptions of Shares by filing a current report on Form 8-K.
• The Sponsor will notify investors of any material change to its policy with respect to Incidental Rights and IR Virtual Currency by filing a current report on Form 8-K.
• The Sponsor's Fee waiver period will end on May 18, 2026, or earlier if the Trust's NAV exceeds $1.0 billion, after which the fee will be 0.35%.

Key Dates

Recommendation

The Grayscale Sui Staking ETF presents a mixed investment profile. The uplisting to NYSE Arca, significant fee reduction, and the introduction of staking are positive developments that enhance accessibility, reduce costs, and offer potential yield. However, the substantial depreciation of SUI's price in 2025 and the associated decline in net assets highlight the inherent volatility and speculative nature of digital asset investments. The concentrated ownership by the Sui Foundation and ongoing regulatory uncertainties, particularly regarding the classification of SUI as a security and the tax treatment of staking, introduce notable risks. A 'Hold' recommendation is appropriate as investors should monitor the stability of SUI's price, the effectiveness of the arbitrage mechanism on NYSE Arca, and further regulatory clarity before making new investment decisions. The fee waiver period offers a temporary advantage, but the long-term performance remains tied to the highly volatile SUI market.

Keywords

Grayscale Sui Staking ETF, GSUI, SUI, Sui Network, Digital Asset, Cryptocurrency, ETF, Staking, Blockchain, SEC Filing, 10-K, Investment, Crypto ETF, Digital Currency Group, Coinbase, NYSE Arca, Proof-of-Stake, DeFi, Smart Contracts