Grayscale Sui Staking ETF (NYSE: GSUI) plans cash staking rewards for shareholders

Rhea-AI Filing Summary

Grayscale Sui Staking ETF plans to amend its Trust Agreement on or around August 7, 2026 to change how staking rewards are handled. The amendment would require the Trust to convert Staking Consideration to cash no less often than quarterly and promptly distribute the net cash proceeds to shareholders, after paying Trust expenses not assumed by the Sponsor, including a portion of the Staking Consideration to the Sponsor for facilitating staking arrangements.

The changes are intended to support the Trust’s staking program and a mandatory distribution framework through various conforming updates to the Trust Agreement. The size of future distributions will depend on the actual Staking Consideration received and cannot be predicted. Shareholders are advised to consult tax advisors about potential tax effects of these distributions. Shares continue to trade on NYSE Arca under the symbol GSUI.

Key Figures

Effective Date: August 7, 2026 Distribution Frequency: No less often than quarterly Prospectus Supplement Date: July 17, 2026

3 metrics

Effective Date August 7, 2026 Planned effective date of Amendment No. 2 to the Trust Agreement

Distribution Frequency No less often than quarterly Required frequency to convert Staking Consideration to cash and distribute net proceeds

Prospectus Supplement Date July 17, 2026 Date of Prospectus Supplement No. 1 describing the proposed amendment

Key Terms

Staking Consideration, staking rewards, mandatory distribution framework, Declaration of Trust and Trust Agreement

4 terms

Staking Consideration financial

"require the Trust to reduce the Staking Consideration held by the Trust to cash"

staking rewards financial

"regular distributions of the net cash proceeds of staking rewards to Shareholders"

Staking rewards are incentives given to individuals who commit their cryptocurrency holdings to support a blockchain network's operations, such as confirming transactions and maintaining security. Think of it like earning interest or dividends for locking up your savings or investments, encouraging people to keep their assets engaged in keeping the system running smoothly. For investors, staking rewards provide a way to earn passive income while helping to secure the network.

mandatory distribution framework financial

"facilitate the Trust’s staking program and mandatory distribution framework"

Declaration of Trust and Trust Agreement regulatory

"Second Amended and Restated Declaration of Trust and Trust Agreement"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/17/2026 - 04:25 PM Accepted by SEC EDGAR 07/17/2026 - 04:10 PM Learn about SEC filing dates

FAQ

What change is Grayscale Sui Staking ETF (GSUI) proposing to its Trust Agreement?

Grayscale Sui Staking ETF plans to amend its Trust Agreement so the Trust must convert Staking Consideration to cash at least quarterly and distribute net cash proceeds of staking rewards to shareholders, after deducting Trust expenses not assumed by the Sponsor.

When will the proposed amendment for GSUI take effect?

The amendment is expected to be effective on or around August 7, 2026. On that date, changes to the Trust Agreement governing staking rewards, distributions, and related conforming provisions are intended to become operative for Grayscale Sui Staking ETF.

How often will GSUI shareholders receive staking reward distributions?

Under the proposed amendment, the Trust must reduce Staking Consideration to cash no less often than quarterly and promptly distribute net cash proceeds to shareholders. Actual timing and amounts will depend on staking rewards earned during each period.

Who receives a portion of GSUI’s staking rewards before distributions to shareholders?

Before distributions to shareholders, the Trust may use staking rewards to pay Trust expenses not assumed by the Sponsor, including paying a portion of the Staking Consideration to Grayscale Investments Sponsors, LLC as consideration for facilitating staking arrangements.

Can investors predict the size of future staking distributions from GSUI?

The size of future distributions cannot be predicted with certainty. Distribution amounts will depend on the Staking Consideration actually received by the Trust in each period, after deducting applicable Trust expenses and any portion payable to the Sponsor.

Are there tax considerations for GSUI investors from the proposed amendment?

Yes. The Trust advises shareholders to discuss potential tax consequences of the new mandatory distribution framework and staking reward payments with their tax advisors if and when the amendment to the Trust Agreement is executed.

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
Registration No. 333-291974

Grayscale SUI Staking ETF

Prospectus Supplement No. 1 Dated July 17, 2026
To the Prospectus Dated April 16, 2026

This prospectus supplement (this “Prospectus Supplement”) forms part of, and should be read together with, the prospectus of Grayscale Sui Staking ETF (the “Trust”), dated April 16, 2026 (as supplemented or amended from time to time, the “Prospectus”). Capitalized terms used but not defined in this Prospectus Supplement have the meanings given to them in the Prospectus.

IMPORTANT NOTICE REGARDING PROPOSED AMENDMENT TO THE TRUST AGREEMENT

On or around August 7, 2026 (the “Effective Date”), Grayscale Investments Sponsors, LLC (the “Sponsor”), as sponsor of Grayscale Sui Staking ETF (the “Trust”), intends to enter into Amendment No. 2 (the “Proposed Amendment”) to the Second Amended and Restated Declaration of Trust and Trust Agreement. dated December 16, 2025, as amended (the “Trust Agreement”) with CSC Delaware Trust Company, the trustee (the “Trustee”) of the Trust.

The Proposed Amendment would amend certain provisions of the Trust Agreement, effective as of the Effective Date, to, among other things, (i) provide for the Trust to commence regular distributions of the net cash proceeds of staking rewards to Shareholders, by requiring the Trust to reduce the Staking Consideration held by the Trust to cash no less often than quarterly and to promptly distribute the cash proceeds, net of any Trust expenses not assumed by the Sponsor (including, for example, paying a portion of the Staking Consideration to the Sponsor as consideration for its facilitation of the Staking Arrangements), to the Shareholders, and (ii) make certain other conforming changes to facilitate the Trust’s staking program and mandatory distribution framework. The amount of such distributions will depend on the Staking Consideration actually received by the Trust during each period and cannot be predicted with certainty.

Shareholders are advised to discuss any tax consequences relating to their investment in the Trust as a result of the Proposed Amendment, if and when executed, with their tax advisors.

Except as expressly updated or supplemented by this Prospectus Supplement, the Prospectus remains unchanged. To the extent of any inconsistency between this Prospectus Supplement and the Prospectus, this Prospectus Supplement will control.

Shares of the Trust are listed on NYSE Arca, Inc. (“NYSE Arca”) under the symbol “GSUI.”

___________________________

Investing in the Shares involves significant risks. You should carefully consider the risk factors described beginning on page 18 in the Prospectus, in any applicable prospectus supplement and in the other documents incorporated or deemed incorporated by reference herein before you invest in the Shares.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission passed upon the adequacy or accuracy of the Prospectus or this Prospectus Supplement. Any representation to the contrary is a criminal offense.

The Trust is not an investment company registered under the Investment Company Act of 1940, as amended.

Please retain this Prospectus Supplement for future reference.

Date: July 17, 2026