Sunrise Realty Trust (SUNS) Proxy filing summary

Executive summary

• Special meeting called to approve issuance of 8,464,955 shares for a merger with Southern Realty Trust Inc. (SRT), combining two commercial real estate lending portfolios under a unified management team and philosophy.

• The merger aims to enhance public market profile, improve trading liquidity, reduce cost structure, and provide better access to capital, with existing shareholders owning 61% and SRT shareholders 39% of the combined company.

• The merger is expected to close in Q4 2026, subject to shareholder approvals and other customary closing conditions.

Voting matters and shareholder proposals

• Proposal 1: Approve the issuance of 8,464,955 shares of common stock for the merger, as required by Nasdaq Rules 5635(a)(1) and 5635(a)(2).

• Proposal 2: Approve adjournment of the special meeting if additional proxy solicitation is needed.

• The board unanimously recommends voting FOR both proposals.

Board of directors and corporate governance

• The merger process was overseen by a special committee of independent directors, who retained independent legal and financial advisors.

• SRT will designate one independent director to the combined board at closing.

• Voting agreements and a 120-day lock-up were executed with major shareholders and management to support the merger.