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[8-K] SUI Group Holdings Ltd. Reports Material Event

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K
Rhea-AI Filing Summary

SUI Group Holdings Limited disclosed board election results and multiple shareholder proposals related to its capital structure and potential issuances of stock. Shareholder votes elected five directors with vote totals shown for each nominee. The company asked shareholders to approve an amendment to increase authorized shares from 111,111,111 to 2,000,000,000 to provide a much larger equity capacity. Separate proposals seek approval under Nasdaq rules for issuing shares upon exercise of management warrants and for issuing shares under a $500,000,000 principal equity facility where such issuance could exceed 20% of outstanding common stock. The filing is signed by the CEO and lists the company ticker as SUIG.

Positive
  • None.
Negative
  • None.

Insights

TL;DR: The company seeks broad share-authority expansion and approvals for large potential equity raises, which could materially dilute existing holders.

The proposed increase in authorized shares to 2.0 billion and the $500 million equity facility are material corporate actions that enable substantial future equity issuance. Approval under Nasdaq Listing Rules for management warrant exercises and a potential >20% issuance under the facility creates the framework for dilution and capital-raising flexibility. The director election results are routine governance items but complete the board slate. Investors should note the clear intent to secure capacity for sizable financings, which may affect share count and per-share metrics when executed.

TL;DR: Governance items passed to expand authorized capital and permit specific equity issuances; these are significant for corporate control and shareholder value.

Increasing authorized shares by an order of magnitude and obtaining Nasdaq-rule approvals for warrant exercises and a $500 million facility shift the company toward readiness for aggressive equity-based financing or strategic transactions. While board elections were reported with vote tallies, the core corporate change is the enlarged authorization and pre-approval mechanisms. These moves are standard but consequential; they grant management and the board broad issuance authority that can be used for growth, debt replacement, or other corporate needs.

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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): September 15, 2025

 

SUI GROUP HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

 

Minnesota   001-41472   90-0316651
(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)

 

(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:

 

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 or Rule 12b-2 of the Securities Exchange Act of 1934. 

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On September 15, 2025, at the 2025 annual shareholder meeting of Sui Group Holdings Limited (the “Company”), the Company’s shareholders approved the proposals listed below. The final voting results for each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company’s definitive proxy statement for the meeting.

 

1.Elect five members to the Company’s Board of Directors:

 

   For   Against   Abstain   Broker
Non-Votes
 
Marius Barnett   44,485,689    0    88,406    0 
Joseph A. Geraci, II   44,485,638    0    88,456    1 
Howard P. Liszt   44,482,480    0    91,615    0 
Douglas M. Polinsky   44,514,083    0    60,011    1 
Dana Wagner   44,572,644    0    1,450    1 

 

2.To approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the total number of shares of capital stock authorized for issuance thereunder from 111,111,111 to 2,000,000,000:

 

For   Against   Abstain   Broker Non-Votes 
 44,493,325    77,921    2,849    0 

 

3.To approve, under Nasdaq Listing Rule 5635(c), the issuance of common stock issuable upon exercise of management warrants:

 

For   Against   Abstain   Broker Non-Votes 
 44,243,162    5,461    325,472    0 

 

4.To approve, under Nasdaq Listing Rule 5635(d), the issuance of common stock pursuant to a $500,000,000 principal equity facility, to the extent such issuance could result in the Company issuing more than 20% of the issued and outstanding common stock of the Company:

 

For   Against   Abstain   Broker Non-Votes 
 44,556,103    15,392    2,600    0 

 

1

 

SIGNATURE

 

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:  September 19, 2025    
  By: /s/ Douglas M. Polinsky
    Douglas M. Polinsky
    Chief Executive Officer

 

 

2

 

Sui Group Holdings Limited

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