SUI Group Holdings Ltd. Stock Compensation Disclosure

NOTE 8 — SHARE-BASED COMPENSATION

Options

The Company’s 2022 Stock Incentive Plan (the “2022 Plan”) authorized the issuance of incentives relating to 900,000 shares of Common Stock. The 2022 Plan was amended by the Board on August 14, 2023, and a registration statement on Form S-8 respecting the 2022 Plan was filed with the SEC on August 23, 2023. As of December 31, 2025, incentives relating to the issuance of 870,000 shares of Common Stock have been issued under the 2022 Plan, leaving 30,000 shares available for issuance. These options were fully vested upon issuance and have a contractual term of 10 years.

The following table summarizes the activity for all stock options outstanding for the years ended December 31, 2025:

As of December 31, 2025, and 2024, all of the options were fully vested and there is no unrecognized compensation expense associated with the options. During the year ended December 31, 2025, and 2024, the Company did not grant any new options. As such, no compensation expense is recognized for the year ended December 31, 2025, and 2024. Aggregate intrinsic value of the options exercised for the year ended December 31, 2025 and 2024 was $354,175 and $0, respectively.

Warrants

In connection with the Private Placement (see “Note 7 — Shareholders’ Equity”) in the third quarter of 2025, the Company issued the following warrants to purchase its Common Stock in exchange for services:

(i) Warrants to Karatage Opportunities (“Karatage”), to purchase 3,113,469 shares of Common Stock (the “Lead Investor Warrants”) that vest over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months) subject to Karatage providing services under a strategic advisor agreement.

(ii) Warrants to certain members of the management of the Company to purchase 1,245,388 shares of Common Stock (the “Management Warrants”) that will vest over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months) subject to the relevant holders still being employed by the Company.

(iii) Warrants to certain advisors of the Company to purchase 207,565 shares of Common Stock (the “Advisor Warrants”) that are fully vested at issuance.

(iv) Warrants to purchase up to 3,113,469 shares of Common Stock (the “Placement Agent Warrants”) to A.G.P in connection with their services under Placement Agent Agreement that are fully vested at issuance.

(v) Warrants to purchase 207,565 shares of Common Stock (the “Director Warrant”) issued to a member of our Board that will vest over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months) subject continued service.

All the above warrants have a contractual term of five years. The following table summarizes the key terms of all warrants issued as compensation:

All of the above warrants meet equity classification criteria and will be recognized based on the grant date fair value. For the year ended December 31, 2025, the Company recognized a total Stock-based Compensation expense of $4,431,781. Additionally, the Company recorded the fair value of the Placement Agent Warrants of $10,928,276 as equity issuance cost, net of the cash proceeds from the issuance of Common Stock in the Private Placement. As of December 31, 2025, there was $11,428,129 of unrecognized compensation cost related to warrants to be recognized over a weighted average period of 1.45 years.

The following table summarizes warrant activity for the period ended December 31, 2025: 

The weighted average issue date fair value per share for the warrants issued in 2025 is $3.40. The Company used the Black-Scholes option pricing model for the warrants that were issued with a strike price at or lower than the Common Stock fair value and Monte-Carlo Simulation model for the warrants that were issued with strike price above the fair value of the Common Stock. The following table summarizes the assumptions used to calculate the issue date fair value of the warrants issued on July 27, 2025: