8-K current report · filed Aug 6, 2026

Sunrise Realty Trust, Inc. (SUNS) 8-K Current Report: August 6, 2026

Item 1.01Item 3.02Item 7.01Item EX-99.1SUNS overview

Short answer

Sunrise Realty Trust, Inc. (SUNS) filed an 8-K current report with the SEC on August 6, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 3.02 (Unregistered Sales of Equity Securities), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). Merger-related securities issued under Securities Act Section 4(a)(2) private-placement exemption.

Sunrise Realty Trust, Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 3.02 · Unregistered Sales of Equity Securities

  • Merger-related securities issued under Securities Act Section 4(a)(2) private-placement exemption
  • Unregistered issuance avoids public registration but may limit liquidity and resale flexibility for recipients

Item 7.01 · Regulation FD Disclosure

  • Reg FD section contains only standard filing language regarding “filed” status and incorporation by reference
  • No substantive investor disclosure or market-moving information provided

Item EX-99.1 · Exhibit EX-99.1

  • SUNS to acquire SRT in stock merger, issuing approximately 8.4 million shares; existing SUNS holders retain 62% ownership
  • Combined platform: $289 million book value, $534 million assets, and $604 million loan commitments across 14 loans
  • SRT holders receive 1.45 SUNS shares plus $0.05 cash per share, representing a 6.0% premium to SRT book value per share
  • Management agreement changes reduce incentive fee 20% → 17.5%, hurdle rate 8% → 7%, plus $1.0 million fee waiver over four quarters
  • Closing targeted for fourth quarter 2026, subject to stockholder approvals; 30-day go-shop expires September 5, 2026

Other items in this filing:

  • Item 1.01: Entry into a Material Definitive Agreement

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