The SUNS Common Stock issued pursuant to the Merger Agreement was issued in reliance on the exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

On November 5, 2026, the Merger was completed pursuant to the terms of the Merger Agreement. At the Effective Time, each outstanding share of SRT common stock, par value $0.01 per share, was converted into the right to receive (i) 1.45 shares of Company common stock, par value $0.01 per share (the “SUNS Common Stock”), and (ii) from SUNS Manager, an amount in cash per share equal to $0.05. No fractional shares of SUNS Common Stock were issued in connection with the Merger. As a result, the Co…

Entry into a Material Definitive Agreement. Amended and Restated Management Agreement At the Effective Time, the Company and SUNS Manager entered into an Amended and Restated Management Agreement (the “A&R Management Agreement”). The A&R Management Agreement supersedes and replaces the existing Management Agreement by and between the Company and SUNS Manager, dated February 22, 2024 (the “Existing Management Agreement”). The A&R Management Agreement includes the following terms and provisions…

Other Events. On October 23, 2026, the Board of Directors (the “Board”) of the Company authorized a prorated dividend on SUNS Common Stock in the amount of $0.09 per share (the “Stub Period Dividend”) for the calendar quarter in which the closing occurs of the previously announced pending merger, pursuant to which SRT will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of the Company (the “Merger”). The Stub Period Dividend will be paid on November 5, 2…

Other Events. On October 12, 2026, the Board of Directors (the “Board”) of Sunrise Realty Trust, Inc. (the “Company”) authorized a stock repurchase program (the “Repurchase Program”), pursuant to which the Company is authorized to repurchase up to $20.0 million of outstanding shares of its common stock, $0.01 par value per share (the “Common Stock”), through December 31, 2027. The Repurchase Program will not be effective until the closing of the Company’s acquisition of Southern Realty Trust…

Director — Howard Sudnow: The filing discloses the appointment of a new independent director to the board in connection with a merger, which is a governance change rather than an executive departure.

of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The Company Common Stock to be issued pursuant to the Merger Agreement will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Section 4(a)(2) of the Securities Act.

Entry into a Material Definitive Agreement. Merger Agreement On August 5, 2026, Sunrise Realty Trust, Inc., a Maryland corporation (the “Company”), Southern Realty Trust Inc., a Maryland corporation (“SRT”), Sunrise Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and, solely for the limited purposes set forth in the Merger Agreement (as defined below), Sunrise Manager LLC, a Delaware limited liability company and the external…

of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On February 27, 2026, Sunrise Realty Trust, Inc., a Maryland corporation (the “Company”), entered into an amendment (the “Amendment”) to that certain Loan and Security Agreement, dated as of November 6, 2024 (the “Agreement”), as amended, by and among the Company and Sunrise Realty Trust Holdings I LLC, as co-borrowers, the lenders party thereto, East West Bank (“EWB”), in its capacity as administrative agent for each member of the lenders party and…

of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On August 13, 2025, Sunrise Realty Trust, Inc., a Maryland corporation (the “Company”), entered into an Equity Distribution Agreement (the “Agreement”) by and among the Company, Sunrise Manager LLC, a Delaware limited liability company (the “Manager”) and Raymond James & Associates, Inc. (the “Sales Agent”). Under the terms of the Agreement, the Company may offer and sell shares of its common stock, par value $0.01 per share (“Common Stock”), having…

of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On May 29, 2025, Sunrise Realty Trust, Inc., a Maryland corporation (the “Company”), entered into an amendment (the “Amendment”) to that certain Loan and Security Agreement, dated as of November 6, 2024 (the “Agreement”), by and among the Company, the lenders party thereto, East West Bank, as administrative agent, and the other parties party thereto, as amended. The Amendment, among other things, (i) facilitates the entry of an additional lender, (i…

Entry into a Material Definitive Agreement. On May 16, 2025, Sunrise Realty Trust, Inc., a Maryland corporation (the “Company”), entered into an amendment (the “Amendment”) to that certain Loan and Security Agreement, dated as of November 6, 2024 (the “Agreement”), by and among the Company, the lenders party thereto and East West Bank, as lead arranger, bookrunner and administrative agent party thereto. The Amendment, among other things, (i) facilitates the entry of an additional lender, (ii)…

of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act’) or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Special Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securiti…

Entry into a Material Definitive Agreement On December 9, 2024, Sunrise Realty Trust, Inc. (the “Company”) entered into an unsecured revolving credit agreement (the “Credit Agreement”), by and among the Company, as borrower, the lenders party thereto from time to time, and SRT Finance LLC, as agent and lender. SRT Finance LLC is indirectly owned by Leonard M. Tannenbaum, Executive Chairman of the Company’s Board of Directors, and Robyn Tannenbaum, President of the Company, along with their fa…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth under

of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth under