Grayscale Sui Staking ETF (NYSE Arca: GSUI) to pay staking cash rewards

Rhea-AI Filing Summary

Grayscale Sui Staking ETF entered into Amendment No. 2 to its Second Amended and Restated Declaration of Trust and Trust Agreement with CSC Delaware Trust Company on August 6, 2026. The changes focus on how staking rewards are converted to cash and distributed to shareholders.

The amendment requires the trust to reduce Staking Consideration to cash no less often than quarterly and promptly distribute the cash proceeds, after Trust expenses and the Staking Fee, to shareholders. The trust currently intends to make these distributions monthly, but at least quarterly. A prospectus supplement under Rule 424(b)(3) is expected to update related disclosure, and shareholders are advised to discuss potential tax consequences with their tax advisors.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Amendment date: August 6, 2026 Second Amended Trust Agreement date: December 16, 2025 Amendment No. 1 date: February 17, 2026 +2 more

5 metrics

Amendment date August 6, 2026 Date Amendment No. 2 to the Trust Agreement was entered into

Second Amended Trust Agreement date December 16, 2025 Date of the Second Amended and Restated Declaration of Trust and Trust Agreement

Amendment No. 1 date February 17, 2026 Date of Amendment No. 1 to the Second Amended and Restated Trust Agreement

Minimum distribution frequency no less often than quarterly Frequency at which Staking Consideration must be reduced to cash and distributed

Intended distribution schedule monthly, but no less than quarterly Trust’s current intention for distributing net cash proceeds of Staking Consideration

Key Terms

Staking Consideration, Staking Arrangements, prospectus supplement, Rule 424(b)(3)

4 terms

Staking Consideration technical

"The Trust currently intends to distribute to Shareholders the net cash proceeds of the Staking Consideration"

Staking Arrangements technical

"paying a portion of the Staking Consideration to the Sponsor as consideration for its facilitation of the Staking Arrangements"

prospectus supplement regulatory

"The Trust intends to file a prospectus supplement pursuant to Rule 424(b)(3) under the Securities Act of 1933"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Rule 424(b)(3) regulatory

"file a prospectus supplement pursuant to Rule 424(b)(3) under the Securities Act of 1933"

Rule 424(b)(3) is a U.S. Securities and Exchange Commission filing rule that governs how updated prospectus information about a securities offering is formally added to an existing registration statement. For investors, seeing a 424(b)(3) filing means the company has officially recorded new offering details – like the number of shares, pricing range or other terms – so it’s a reliable place to check the latest, legally required disclosures; think of it as the official addendum to a product manual that must be filed before the product is sold.

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Available on EDGAR 08/07/2026 - 08:35 AM Accepted by SEC EDGAR 08/07/2026 - 08:34 AM Learn about SEC filing dates

FAQ

What material agreement did Grayscale Sui Staking ETF (GSUI) enter on August 6, 2026?

Grayscale Sui Staking ETF (GSUI) entered Amendment No. 2 to its Trust Agreement on August 6, 2026. The Sponsor and CSC Delaware Trust Company revised terms to support the fund’s staking program and a mandatory framework for distributing net cash proceeds from staking rewards to shareholders.

How often will Grayscale Sui Staking ETF (GSUI) distribute staking rewards under the new amendment?

The trust must convert staking consideration to cash and distribute it to shareholders no less often than quarterly. It currently intends to distribute the net cash proceeds of Staking Consideration, after the Staking Fee and expenses, on a monthly basis, while maintaining at least quarterly payouts.

How does the amendment change treatment of Staking Consideration for Grayscale Sui Staking ETF (GSUI)?

Staking Consideration will be reduced to cash at least quarterly and the net cash proceeds distributed to shareholders. These proceeds are calculated after deducting the Staking Fee and other applicable Trust expenses, with a portion potentially paid to the Sponsor for facilitating staking arrangements.

What tax considerations are mentioned for Grayscale Sui Staking ETF (GSUI) investors after this amendment?

Shareholders are specifically advised to discuss tax consequences with their tax advisors in light of the new distribution framework. Because distributions will come from net cash proceeds of staking rewards, individual tax treatment may vary depending on each investor’s circumstances.

What future disclosure will Grayscale Sui Staking ETF (GSUI) provide about the amended staking distribution policy?

The trust intends to file a prospectus supplement under Rule 424(b)(3) to update disclosure about Amendment No. 2. This supplement will provide investors with more detailed information on the revised staking program and the mandatory distribution of net cash proceeds.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

Grayscale Sui Staking ETF

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-43131	99-6606736
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
c/o Grayscale Investments Sponsors, LLC 290 Harbor Drive, 4th Floor
Stamford, Connecticut				06902
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 668-1427

N/A

(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:

	☐	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
Grayscale Sui Staking ETF Shares		GSUI		NYSE Arca, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 1.01. Entry into a Material Definitive Agreement.

On August 6, 2026, Grayscale Investments Sponsors, LLC (the “Sponsor”), as sponsor of Grayscale Sui Staking ETF (the “Trust”), entered into Amendment No. 2 (the “Amendment”) to the Second Amended and Restated Declaration of Trust and Trust Agreement, dated as of December 16, 2025, as amended by Amendment No. 1 to the Second Amended and Restated Declaration of Trust and Trust Agreement, dated as of February 17, 2026, and as may be further amended from time to time (the “Trust Agreement”) with CSC Delaware Trust Company, the trustee (the “Trustee”) of the Trust. Capitalized terms used but not defined herein have the definitions given to them in the Trust’s Registration Statement on Form S-1, as amended (File No. 333-291974).

The Amendment to the Trust Agreement amends certain provisions of the Trust Agreement 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 Trust currently intends to distribute to Shareholders the net cash proceeds of the Staking Consideration received by the Trust, after deducting the Staking Fee (as defined in the Trust Agreement) and other applicable Trust expenses, on a monthly, but no less than quarterly, basis. 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 Amendment with their tax advisors. The Trust intends to file a prospectus supplement pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, to update disclosure relating to the Amendment described herein.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Amendment No. 2 to the Second Amended and Restated Declaration of Trust and Trust Agreement
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

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

			Grayscale Investments Sponsors, LLC, as Sponsor of Grayscale Sui Staking ETF
Date:	August 7, 2026	By:	/s/ Kathryn Masci
			Name: Kathryn Masci Title: Interim Chief Financial Officer (Principal Financial and Accounting Officer)*

* The Registrant is a trust and the identified person signing this report is signing in their capacity as an authorized officer of Grayscale Investments Sponsors, LLC, the Sponsor of the Registrant.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-4.1 EX-4.1 121.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 27.3 KB