UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

~~Form~~FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT PURSUANT TO

~~Pursuant to Section~~ SECTION 13 orOR 15(dD) ~~of the Securities Exchange Act of 1934~~OF THE

~~September~~SECURITIES EXCHANGE ~~24,~~ACT ~~2025~~OF 1934

Date of Report (Date of earliest event reported): September 30, 2025

SUI GROUP HOLDINGS LIMITED

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Minnesota	001-41472	90-0316651
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1907 Wayzata Boulevard, Suite 205 Wayzata, MN		55391
(Address of Principal Executive Offices)		(Zip Code)

1907 Wayzata Boulevard, Suite 205

~~Registrant’s telephone number~~Wayzata, ~~including area~~MN ~~code: (952) 479-1923~~55391

(Address of principal executive offices)

(952) 479-1923

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following ~~provisions~~ ~~(see General Instructions A.2. below)~~provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		SUIG		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ~~(17 CFR §230.405)~~ or Rule 12b-2 of the Securities Exchange Act of 1934 ~~(17 CFR §240~~.~~12b-2).~~

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 75.0103 ~~Regulation~~Amendments FDto ~~Disclosure~~Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 2430, 2025, Sui Group Holdings Limited (the “Company”) ~~issued~~filed aan ~~press~~amendment ~~release~~to ~~announcing that it had repurchased 276,296 shares of~~ its ~~common stock~~Amended ~~under its $50 million stock repurchase program~~ and ~~providing~~Restated anArticles ~~update~~of onIncorporation, ~~its SUI treasury holdings. The press release is attached~~ as ~~Exhibit~~amended, ~~99.1~~ to ~~this~~increase ~~Current~~the ~~Report on Form 8-K and incorporated into this Item 7.01 by reference. The information in Item 7.01 (including~~total ~~Exhibit~~number ~~99.1) are “furnished” and shall not be deemed to be “filed” for purposes~~ of ~~Section~~shares 18 of ~~the~~capital ~~Securities Exchange~~stock ~~Act~~authorized offor ~~1934,~~issuance asthereunder ~~amended~~from ~~(the “Exchange Act”)~~111,111,111 ~~or otherwise subject~~ to ~~the~~2,000,000,000. ~~liability~~This ofamendment ~~such~~was ~~section~~approved ~~nor shall it~~by bethe ~~deemed~~Company’s ~~incorporated~~stockholders byat ~~reference~~the inCompany’s ~~any~~annual ~~filing~~meeting ~~under~~held ~~the~~on ~~Securities~~September ~~Act of 1933~~15, as2025. ~~amended,~~A orcopy of the ~~Exchange~~amendment ~~Act,~~is ~~regardless~~filed ~~of any~~as ~~general~~an ~~incorporation~~exhibit ~~language~~to inthis ~~such filing~~report.

Item 98.01 ~~Financial~~Other ~~Statements and Exhibits~~Events.

~~(a)~~As ~~Exhibits~~of September 30, 2025, the Company held an aggregate of 105,393,692.55 of the native cryptocurrency of the Sui blockchain, commonly referred to as “SUI,” for an aggregate purchase price of approximately $381.5 million.

Number		Description
99.1		Press Release, dated September 24, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 9.01 Financial Statements and Exhibits.

Ex. No.		Description
3.1		Articles of Amendment to Amended and Restated Articles of Incorporation, as amended, filed with the Minnesota Secretary of State on September 30, 2025 (filed herewith).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~1

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURE

~~Dated~~Pursuant ~~September~~to 25the requirements of the Securities Exchange Act of 1934, ~~2025~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Sui Group Holdings Limited By: /s/ Douglas M. Polinsky Name: Douglas M. Polinsky Title: Chief Executive Officer

	SUI GROUP HOLDINGS LIMITED

Date: October 6, 2025
	By:	/s/ Douglas M. Polinsky
		Douglas M. Polinsky
		Chief Executive Officer

EXHIBIT INDEX

Ex. No.		Description
3.1		Articles of Amendment to Amended and Restated Articles of Incorporation, as amended, filed with the Minnesota Secretary of State on September 30, 2025 (filed herewith).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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