Sunrise Realty Trust (SUNS) Registration Filing summary

Company overview and business model

• Operates as a real estate-focused debt fund, financing transitional commercial real estate projects in the Southern U.S.

• Externally managed by Sunrise Manager LLC, part of Tannenbaum Capital Group, leveraging a broad network for deal sourcing and back-office support.

• Portfolio as of June 30, 2025, includes approximately $251 million in outstanding principal across CRE loans.

• Separated from Advanced Flower Capital Inc. via a spin-off in July 2024, now independently listed on Nasdaq under the symbol “SUNS.”

• Intends to qualify as a REIT for tax purposes, focusing on senior mortgage loans, mezzanine loans, B-notes, CMBS, and preferred equity across various CRE asset classes.

Financial performance and metrics

• Incorporated financial statements for the year ended December 31, 2024, and the period from August 28, 2023, to December 31, 2023, audited by CohnReznick LLP.

• As of August 1, 2025, 13,420,986 shares of common stock were issued and outstanding.

Use of proceeds and capital allocation

• Net proceeds from shares sold directly by the company under the Dividend Reinvestment Plan will be used for general corporate purposes.

• Proceeds may be temporarily invested in interest-bearing, short-term investments, CMBS, or corporate bonds, consistent with REIT qualification and Investment Company Act exclusion.

• No proceeds will be received from shares purchased in open market transactions.