Sunrise Realty Trust (SUNS) Proxy filing summary

Executive summary

• Special meeting set for October 23, 2026, to vote on issuing approximately 8,464,955 common shares as merger consideration; agreement signed August 5, 2026, for Southern Realty Trust to merge into a wholly owned merger subsidiary.

• Supplemental disclosures followed two stockholder lawsuits and demand letters alleging proxy omissions; the issuer denied the allegations and said the added information was provided to moot claims and avoid expense or delay.

Voting matters and shareholder proposals

• Stockholders are being asked to approve issuance of approximately 8,464,955 common shares as consideration in the merger at the October 23, 2026 special meeting.

Board of directors and corporate governance

• In a June 20 negotiating response, the Special Committee proposed that Southern Realty Trust designate one independent director to the board at closing; this was a negotiation position.

• After closing and effectiveness of the amended management agreement, the current management team is expected to remain employed by the external manager or its affiliates; no employees would be directly compensated by the issuer.