Sui Group Holdings (Nasdaq: SUIG) restores board independence and audit committee compliance

Rhea-AI Filing Summary

Sui Group Holdings Limited has reshaped its board and restored stock exchange compliance. Chief Financial Officer Joseph A. Geraci II resigned from the Board on January 5, 2026, but will continue as CFO and as a Board observer. The Board simultaneously appointed Brian D. Quintenz as a new director and member of the Audit Committee.

Quintenz, a former Commissioner of the U.S. Commodity Futures Trading Commission, will receive an annual director fee of $250,000 and warrants to purchase 207,565 common shares at exercise prices ranging from $5.420 to $7.046 per share. These warrants are exercisable for five years and vest in four equal installments over 24 months, starting six months after the issue date, if he remains a director.

With his appointment, the Board now has five members, including three directors deemed independent under Nasdaq rules, and the Audit Committee has three independent members. Nasdaq notified the company on January 8, 2026 that it has regained compliance with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2) following a prior independence shortfall caused by a director’s death in 2025.

Insights

Corporate governance and listing standards analyst

Sui restores Nasdaq board independence and strengthens its audit oversight.

Sui Group Holdings Limited has addressed earlier board independence gaps by reshuffling its directors and audit committee. The resignation of CFO Joseph Geraci from the Board, while he remains CFO and a Board observer, separates management from direct board voting, which can support stronger oversight when paired with additional independent directors.

The appointment of Brian Quintenz, with prior U.S. Commodity Futures Trading Commission experience, adds regulatory and policy expertise to both the Board and the Audit Committee. His compensation combines a $250,000 annual cash fee with warrants to purchase 207,565 shares at tiered exercise prices, vesting over 24 months, which aligns a portion of his incentives with long-term equity performance.

Nasdaq’s written notice on January 8, 2026 confirming renewed compliance with Listing Rules 5605(b)(1) and 5605(c)(2) removes the overhang of potential listing issues that arose after an independent director’s death in July 2025. Future disclosures in company reports will show how this refreshed governance structure functions over time.

8-K Event Classification

2 items: 5.02, 8.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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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): January 5, 2026 

 _____________________________

SUI GROUP HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

 _____________________________

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

1907 Wayzata Blvd, Suite 205, Wayzata, MN		55391
(Address of principal executive offices)		(Zip Code)

(952) 479-1923

(Registrant’s telephone number, including area code)

 _____________________________

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 Instruction A.2):

☐	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, $0.001 par value 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 (§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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

 Board of Directors Composition

On January 5, 2026, Joseph A. Geraci, II, Chief Financial Officer and a member of the Board of Directors (the “Board”) of Sui Group Holdings Limited (the “Company”), notified the Board of his decision to resign from the Board, effective as of January 5, 2026. Mr. Geraci does not serve on any committee of the Board. The decision by Mr. Geraci to resign from the Board did not arise from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices. Mr. Geraci will continue to serve as the Company’s Chief Financial Officer and Board Observer.

On January 5, 2026, the Board appointed Mr. Brian Quintenz (“Mr. Quintenz”) to serve as a member of the Board, effective immediately. Mr. Quintenz will serve on the audit committee of the Board (the “Audit Committee”).

Brian D. Quintenz currently serves on the board of directors for Kalshi. Previously, he was the Head of Policy for a16z crypto, the crypto venture funds of Andreessen Horowitz. Previously, Mr. Quintenz was nominated by both Presidents Obama and Trump to be a Commissioner of the U.S. Commodity Futures Trading Commission. He was unanimously confirmed by the Senate on August 3, 2017, and was sworn into office on August 15, 2017, for the remainder of a five-year term expiring on April 15, 2020. Mr. Quintenz holds a Bachelor of Arts in Public Policy Studies from Duke University and an MBA from Georgetown McDonough School of Business.

Mr. Quintenz does not have any family relationships with any executive officer or director of the Company or with the Company’s independent registered public accounting firm, Boulay PLLP, and he is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

As compensation for his services on the Board, Mr. Brian Quintenz will receive an annual director fee of $250,000 to be paid on a quarterly basis. In addition, the Company has agreed to grant to Mr. Quintenz warrants (the “Director Warrants”) to purchase 207,565 shares of the Company’s common stock (the “Common Stock”) at various prices per share of Common Stock as follows: (i) 83,026 shares of Common Stock at an exercise price of $5.420 per share of Common Stock; (ii) 41,513 shares of Common Stock at an exercise price of $5.962 per share of Common Stock; (iii) 41,513 shares of Common Stock at an exercise price of $6.504 per share of Common Stock; and (iv) 41,513 shares of Common Stock at an exercise price of $7.046 per share of Common Stock. The Director Warrants are exercisable for a period of five years. The Director Warrants will vest over a period of 24 months starting six months from the Issue Date (as defined therein) in four equal installments (being 25% every six months), subject to Mr. Quintenz (i) being a director of the Company at each respective vesting date and (ii) not having been legally and validly terminated or removed as a director pursuant to the Company’s bylaws and applicable law.

With Mr. Quintenz’s appointment, the Board is now composed of five directors, of which Mr. Dana Wagner, Mr. Howard Liszt and Mr. Quintenz are deemed by the Board to be “independent” under Nasdaq Listing Rules 5605(a)(2) and 5605(c)(2)(A).

Audit Committee Composition

               The appointment of Mr. Quintenz to the Audit Committee fills a previously disclosed vacancy. With Mr. Quintenz’s appointment, the Audit Committee is now composed of three directors, Mr. Dana Wagner, Mr. Howard Liszt and Mr. Quintenz, whom the Board has deemed to be “independent” under Nasdaq Listing Rule 5605(c)(2)(A).

On January 5, 2026, the Board also appointed Mr. Howard Liszt to serve as Chairman of the Audit Committee. The Board has determined that Mr. Liszt meets the audit committee financial sophistication requirements set forth in Nasdaq Listing Rule 5605(c)(2)(A).

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Nasdaq Listing Rule Compliance

As previously reported, on July 18, 2025, the Company received a letter from Nasdaq (the “Letter”) indicating that, following the death of Mr. Laurence S. Zipkin on July 9, 2025, who at the time of his death was an independent director of the Company, a member and chairman of its Corporate Governance and Nominating Committee, and a member of its Compensation Committee and Audit Committee, the Company no longer complied with Nasdaq Listing Rule 5605(b)(1), which requires that a majority of the Board of Directors of the Company consist of “independent directors” as defined by Nasdaq Listing Rule 5605(a)(2), and Nasdaq Listing Rule 5605(c)(2), which requires that the Audit Committee consist of at least three “independent directors.”

In the Letter, Nasdaq indicated that the Company was required to cure these deficiencies and evidence compliance prior to (a) its next annual shareholder meeting or July 9, 2026; or (b) if the next annual shareholder meeting is held before January 5, 2026, then no later than January 5, 2026.

On January 8, 2026, the Company received written notice from Nasdaq that the Company had regained compliance with Nasdaq Listing Rule 5605(b)(1) and Nasdaq Listing Rule 5605(c)(2).

Please refer to the Company’s Current Reports on Form 8-K dated July 22, 2025 for additional information.

Item 8.01 Other Events. 

               On January 6, 2026, the Company issued a press release announcing the appointment of Mr. Quintenz to the Board and the Audit Committee and Mr. Liszt as chairman of the Audit Committee. A copy of the press release is furnished hereto as Exhibit 99.1.

Exhibit No.		Description
99.1		Press Release, dated January 6, 2026.
104		Cover Page Interactive Data File (formatted as inline XBRL).

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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 hereunto duly authorized.

	SUI GROUP HOLDINGS LIMITED
Date: January 8, 2026	By:	/s/ Douglas M. Polinsky
		Douglas M. Polinsky
		Chief Executive Officer

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FAQ

What board changes did Sui Group Holdings Limited report in this 8-K?

The company reported that Joseph A. Geraci II resigned from the Board on January 5, 2026, while continuing as Chief Financial Officer and Board observer, and that Brian D. Quintenz was appointed as a new director and member of the Audit Committee.

Who is Brian D. Quintenz and what is his role at Sui Group Holdings Limited?

Brian D. Quintenz is a former Commissioner of the U.S. Commodity Futures Trading Commission and former Head of Policy for a16z crypto. He has been appointed as a member of the Board of Directors and the Audit Committee of Sui Group Holdings Limited.

How is Brian D. Quintenz being compensated as a director of Sui Group Holdings Limited?

Quintenz will receive an annual director fee of $250,000, paid quarterly, and warrants to purchase 207,565 shares of common stock, with tranches exercisable at $5.420, $5.962, $6.504, and $7.046 per share, vesting over 24 months starting six months after the issue date, subject to continued board service.

What is the current composition of Sui Group Holdings Limited’s Board and Audit Committee?

The Board now has five directors, with Dana Wagner, Howard Liszt, and Brian Quintenz deemed independent under Nasdaq Listing Rules 5605(a)(2) and 5605(c)(2)(A). The Audit Committee has three independent members: Wagner, Liszt, and Quintenz, and Liszt has been appointed as its chairman.

Has Sui Group Holdings Limited regained compliance with Nasdaq listing rules?

Yes. On January 8, 2026, Nasdaq notified the company that it had regained compliance with Nasdaq Listing Rules 5605(b)(1) (board independence) and 5605(c)(2) (audit committee independence), curing deficiencies that arose after an independent director’s death in July 2025.

Are there any related-party or family relationships involving Brian D. Quintenz at Sui Group Holdings Limited?

No. The company states that Brian D. Quintenz has no family relationships with any executive officer or director of the company or with its independent registered public accounting firm, and he is not involved in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Did Sui Group Holdings Limited issue a press release about these governance changes?

Yes. On January 6, 2026, the company issued a press release announcing the appointment of Brian Quintenz to the Board and Audit Committee and the designation of Howard Liszt as chairman of the Audit Committee. This press release is attached as Exhibit 99.1.