SUI Group Holdings Ltd. 8-K

What Happened

• SUI Group Holdings (SUIG) filed an 8-K reporting that on January 5, 2026 Joseph A. Geraci, II resigned from the Board but will remain the Company’s Chief Financial Officer and serve as a Board Observer. On the same date the Board appointed Brian D. Quintenz as a director, effective immediately, and added him to the Audit Committee. The Company announced Howard Liszt as Audit Committee Chair. On January 8, 2026 Nasdaq notified the Company that it had regained compliance with Nasdaq Listing Rules 5605(b)(1) (majority independent directors) and 5605(c)(2) (three independent Audit Committee members).
• Mr. Quintenz brings regulatory and crypto experience (former CFTC Commissioner, a16z crypto Head of Policy, current Kalshi board member). He will be paid an annual director fee of $250,000 and receive Director Warrants to purchase 207,565 shares of common stock across four tranches at exercise prices of $5.420 (83,026 shares), $5.962 (41,513), $6.504 (41,513) and $7.046 (41,513). The warrants are exercisable for five years and vest over 24 months starting six months after issuance (25% every six months), subject to continued service.

Key Details

• Director changes effective Jan 5, 2026: Geraci resigns from the Board but remains CFO and Board Observer; Brian Quintenz joins the Board and Audit Committee.
• Compensation for new director: $250,000 annual fee; 207,565 warrants exercisable for five years with staged vesting.
• Governance: Board now has five directors; independent directors include Dana Wagner, Howard Liszt and Brian Quintenz. Audit Committee now three members (Wagner, Liszt, Quintenz); Liszt meets Nasdaq financial sophistication requirements.
• Nasdaq compliance: Company received Nasdaq’s notice of regained compliance on Jan 8, 2026 after prior deficiency noted July 18, 2025 following the death of a director.

Why It Matters

• Regaining Nasdaq compliance removes a potential listing risk tied to having a majority-independent board and a fully independent audit committee.
• Adding Brian Quintenz brings regulatory and crypto expertise to the board and audit committee, which may be relevant to investors given the Company’s business and regulatory environment.
• The director compensation package includes warrants that, if exercised, could increase share count and have dilutive effects; the annual cash fee is $250,000.
• Continuity in finance leadership is maintained as Joseph Geraci remains CFO despite stepping down from the Board.