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Kristina Campbell joins SUI Group (NASDAQ: SUIG) board and chairs audit panel

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sui Group Holdings Limited reported that its Board approved a new Indemnification Agreement for all directors and executive officers, providing expense advancement and broad protection in connection with legal proceedings, to the fullest extent allowed under applicable state law.

The company also appointed Kristina Campbell as an independent director and Chair of the Audit Committee. She brings more than 20 years of fintech and digital asset CFO experience at firms including Ripple Labs, PayNearMe, and Wrapbook.

Campbell will receive an annual director fee of $250,000 and warrants to purchase 207,565 common shares at exercise prices between $5.420 and $7.046 per share. The warrants are exercisable for five years and vest over 24 months, starting six months after July 6, 2026, in equal 25% installments.

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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 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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Annual director fee $250,000 Cash compensation for Kristina Campbell’s Board service, paid quarterly
Total director warrants 207,565 shares Common stock purchase warrants granted to Kristina Campbell
Warrants at $5.420 83,026 shares at $5.420/share Portion of Campbell’s warrant grant
Warrants at $5.962 41,513 shares at $5.962/share Portion of Campbell’s warrant grant
Warrants at $6.504 41,513 shares at $6.504/share Portion of Campbell’s warrant grant
Warrants at $7.046 41,513 shares at $7.046/share Portion of Campbell’s warrant grant
Warrant term 5 years Exercise period for Director Warrants
Vesting schedule 24 months, 25% every 6 months Vesting of Director Warrants starting six months after July 6, 2026
Indemnification Agreement regulatory
"approved a form of Indemnification Agreement to be entered into with each of its directors and executive officers"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Audit Committee Financial Expert regulatory
"Ms. Campbell meets the audit committee financial sophistication requirements ... and is designated as an Audit Committee Financial Expert"
A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.
Nasdaq Listing Rules 5605(a)(2) regulatory
"The Board has determined that Ms. Campbell is “independent” under Nasdaq Listing Rules 5605(a)(2)"
digital assets financial
"experience in the fintech, digital payments, and digital asset sectors"
Digital assets are electronic files or representations of value stored electronically, such as cryptocurrencies, digital tokens, or digital art. They matter to investors because they can be bought, sold, and used for transactions much like physical assets, but exist entirely in digital form, offering new opportunities for investment and financial innovation.
treasury governance financial
"implementing treasury governance covering both the company’s fiat treasury and its XRP treasury"
SUI treasury strategy financial
"Through its industry-first SUI treasury strategy, SUI Group is building a premier, foundation-backed digital asset treasury platform"
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Understanding 8-K Material Events →

FAQ

What governance change did SUI Group (SUIG) disclose in this 8-K?
SUI Group’s Board approved an Indemnification Agreement for all directors and executive officers. It offers indemnification and expense advancement for legal proceedings to the fullest extent permitted by state law, strengthening formal protections for individuals serving in leadership roles.

Who is Kristina Campbell and what is her role at SUI Group (SUIG)?
Kristina Campbell was appointed as an independent director and Chair of SUI Group’s Audit Committee. She has over 20 years of experience in fintech, payments, and digital assets, including CFO roles at Ripple Labs, PayNearMe, and Wrapbook, overseeing finance, risk, and compliance.

How is new director Kristina Campbell compensated by SUI Group (SUIG)?
Kristina Campbell will receive a $250,000 annual director fee, paid quarterly. She also received warrants to purchase 207,565 common shares at tiered exercise prices from $5.420 to $7.046 per share, exercisable for five years and vesting over 24 months starting six months after July 6, 2026.

What equity incentives did SUI Group (SUIG) grant to Kristina Campbell?
SUI Group granted Kristina Campbell warrants for 207,565 common shares: 83,026 at $5.420, and three tranches of 41,513 at $5.962, $6.504, and $7.046. The warrants vest in four 25% installments over 24 months, beginning six months after the July 6, 2026 issue date.

How did SUI Group (SUIG) change its Board and Audit Committee composition?
With Kristina Campbell’s appointment, SUI Group’s Board now has six directors, four deemed independent under Nasdaq rules. The Audit Committee consists of Howard Liszt, Dana Wagner, Brian Quintenz, and Campbell, who is designated an Audit Committee Financial Expert under Regulation S-K requirements.

What experience does Kristina Campbell bring to SUI Group (SUIG)?
Kristina Campbell brings two decades of executive finance experience in digital assets and fintech. At Ripple Labs, she built a formal financial risk function, implemented treasury governance for fiat and XRP holdings, and led auditor engagement on digital asset accounting, complementing prior CFO roles at PayNearMe and Wrapbook.
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): July 6, 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 1.01
Entry into a Material Definitive Agreement.
 
On July 6, 2026, the Board of Directors (the “Board”) of Sui Group Holdings Limited (the “Company”) approved a form of Indemnification Agreement (the “Indemnification Agreement”) to be entered into with each of its directors and executive officers.
 
The Indemnification Agreement provides for the indemnification of, and advancement of expenses to, the directors and executive officers to the fullest extent permitted by applicable state law. Among other things, the Indemnification Agreement provides that the Company will indemnify and hold harmless each indemnitee against expenses, judgments, fines, and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines and settlements) actually and reasonably incurred by the indemnitee in connection with any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, to which the indemnitee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that the indemnitee is, was or at any time becomes a director or officer of the Company.
 
The foregoing summary of the Indemnification Agreement is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
 
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 July 6, 2026, the Board appointed Ms. Kristina Campbell (“Ms. Campbell”) to serve as a member of the Board, effective immediately. The Board has determined that Ms. Campbell is “independent” under Nasdaq Listing Rules 5605(a)(2) and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ms. Campbell will serve as chair of the audit committee of the Board (the “Audit Committee”).
 
Ms. Campbell brings over 20 years of experience in the fintech, digital payments, and digital asset sectors. Her principal occupation and employment during the past five years included serving as Chief Financial Officer (CFO) for high-growth technology companies, including Ripple Labs (digital asset and payments technology), PayNearMe (digital payment solutions), and Wrapbook (a payroll and spend management platform). In these CFO roles, she had direct oversight of accounting, financial planning and analysis (FP&A), tax, treasury, risk and compliance, and external audits. Notably, as CFO of Ripple, she was responsible for building the company's first formal financial risk function, implementing treasury governance covering both the company’s fiat treasury and its XRP treasury (tens of billions of token), and leading engagement with auditors on the evolving accounting treatment for digital assets. None of these organizations are a parent, subsidiary, or other affiliate of the Company. Ms. Campbell has held no other directorships in any company with a class of securities registered under Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act during the past five years.
 
Ms. Campbell 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 she is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
 
In connection with her appointment, Ms. Campbell will enter into the Company’s standard Indemnification Agreement with the Company. The terms of the Indemnification Agreement are identical to the form of Indemnification Agreement approved by the Board, as described under Item 1.01 of this Current Report on Form 8-K, which description is incorporated herein by reference.
 
As compensation for her services on the Board, Ms. Campbell will receive an annual director fee of $250,000, to be paid on a quarterly basis. In addition, the Company granted to Ms. Campbell 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 (July 6, 2026) in four equal installments (being 25% every six months), subject to Ms. Campbell (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 Ms. Campbell’s appointment, the Board is now composed of six directors, of which Mr. Howard Liszt, Mr. Dana Wagner, Mr. Brian Quintenz, and Ms. Campbell are deemed to be “independent” under Nasdaq Listing Rules 5605(a)(2) and 5605(c)(2)(A).
 
Audit Committee Composition
 
With Ms. Campbell’s appointment as Chair, the Audit Committee is now composed of four directors: Mr. Howard Liszt, Mr. Dana Wagner, Mr. Brian Quintenz and Ms. Campbell. The Board has determined that Ms. Campbell meets the audit committee financial sophistication requirements set forth in Nasdaq Listing Rule 5605(c)(2)(A) and is designated as an Audit Committee Financial Expert pursuant to Item 407(d)(5)(ii) and (iii) of Regulation S-K.
 
Item 8.01
Other Events.
 
On July 9, 2026, the Company issued a press release announcing the appointment of Ms. Campbell to the Board and as Chair of the Audit Committee. A copy of the press release is furnished hereto as Exhibit 99.1.
 
Item 9.01  
Financial Statements and Exhibits

(a)    Exhibits

Exhibit No.
  
Description
10.1
  
Form of Indemnification Agreement
99.1
  
Press Release, dated July 9, 2026.
104
  
Cover Page Interactive Data File (formatted as inline XBRL).

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: July 9, 2026


By:
/s/ Douglas M. Polinsky

 
Douglas M. Polinsky

 
Chief Executive Officer


Exhibit 99.1

SUI Group Appoints Veteran Technology and Digital Finance Executive Kristina Campbell to Board of Directors

Former CFO of Ripple Labs and PayNearMe, Current CFO of Wrapbook, to Chair Audit Committee

WAYZATA, Minn. – July 9, 2026 – Sui Group Holdings Limited (NASDAQ: SUIG) (“SUI Group,” “SUIG” or the “Company”), today announced the appointment of Kristina Campbell as an independent director to the Company’s Board of Directors (the “Board”), effective immediately. Ms. Campbell will also serve as Chair of the Board’s Audit Committee.

Ms. Campbell brings more than two decades of executive leadership experience spanning digital assets, fintech, payments, and high-growth technology companies. As Chief Financial Officer of Ripple Labs, Ms. Campbell established the company’s first formal financial risk function, implemented treasury governance across both fiat and digital asset holdings, and led engagement with external auditors on the evolving accounting treatment of digital assets. She currently serves as CFO of Wrapbook, a payroll and spend management platform, and previously as CFO of PayNearMe, overseeing global finance organizations.

“Kristina built and scaled finance organizations at the forefront of digital assets and financial technology, giving her a firsthand understanding of the operational, accounting, and governance needs that accompany rapid growth,” said Marius Barnett, Chairman of the Board. “Her experience managing complex treasury operations, strengthening financial controls, and navigating evolving regulatory and accounting standards will be invaluable as SUI Group continues to execute on its long-term strategy and works to deliver value for our shareholders. We are thrilled to welcome her to the Board.”

“SUI Group is one of the most innovative digital finance companies in the market, and I am excited to work with the Board and management team to drive further shareholder value,” said Ms. Campbell. “I believe that my experience building strong governance and financial operations adds a valuable perspective to the Board, and I look forward to helping the Company grow.”

About SUI Group Holdings Limited
SUI Group is the only publicly traded company with an official Sui Foundation relationship, providing institutional-grade exposure to the SUI blockchain. Through its industry-first SUI treasury strategy, SUI Group is building a premier, foundation-backed digital asset treasury platform designed for scale, transparency and long-term value creation. SUI’s high-speed, horizontally scalable architecture positions it as one of the leading blockchains designed for mass adoption, powering next-generation applications in finance, gaming, AI and beyond. The Company plans to continue its specialty finance operations while executing its SUI treasury strategy. For more information, please visit www.SUIG.io.

Forward-Looking Statements
Forward-looking statements are subject to significant risks and uncertainties, many of which are beyond the Company’s control. Actual results may differ materially from those expressed or implied in these statements due to various factors, including but not limited to: the inherent volatility and risks associated with investing in SUI, cybersecurity and other risks associated with investing in decentralized finance (Defi) ecosystems, risks associated with investing in agentic finance, challenges in executing a new treasury diversification strategy, the capabilities and limitations of the SUI blockchain, the competitive environment of the Company’s business among others, and the inherent uncertainties associated with the Company’s business strategy, including stablecoin implementation, and the risk factors and other factors noted in the Company’s Registration Statement on Form S-1 (File No. 333-289438), Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and the other documents that the Company files with the Securities and Exchange Commission. The risk factors and other factors noted therein could cause actual results to differ materially from those contained in any forward-looking statement. The Company disclaims any duty to update and does not intend to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release, except as may be required by law.

Contacts
Media Contact
Gasthalter & Co.
SUIG@gasthalter.com

Investor Relations Contact
Elevate IR
(720) 330-2829
SUIG@elevate-ir.com


Source: View Original Filing on SEC EDGAR

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