Sunrise Realty Trust (SUNS) Proxy filing summary

Executive summary

• The proxy filing seeks shareholder approval for the issuance of approximately 8.46 million shares of common stock to facilitate the merger of Southern Realty Trust Inc. (SRT) into Sunrise Realty Trust, Inc. (SUNS), with the merger expected to close in Q4 2026.

• SRT shareholders will receive 1.45 shares of SUNS common stock and $0.05 in cash per SRT share; post-merger, SUNS shareholders will own about 61% and SRT shareholders about 39% of the combined company.

• The merger aims to consolidate two complementary commercial real estate lending portfolios, enhance public market profile, reduce costs, and improve access to capital.

• The board, following a special committee's recommendation, unanimously supports the merger and stock issuance, citing expected accretion to earnings and strategic benefits.

Voting matters and shareholder proposals

• Shareholders are asked to approve the stock issuance for the merger and, if necessary, the adjournment of the special meeting to solicit additional proxies.

• The board recommends voting FOR both proposals; no other business will be transacted at the meeting.

Board of directors and corporate governance

• The merger process was overseen by a special committee of independent directors, with both SUNS and SRT forming such committees to evaluate and negotiate terms.

• Post-merger, one independent director from SRT will join the SUNS board.

• Voting agreements and a 120-day lock-up on shares issued to certain SRT shareholders are in place.