STOCK TITAN

Stockholders of Sunrise Realty Trust, a Tannenbaum Capital Group Affiliate, Approve Merger-Related Proposal with Southern Realty Trust; Company Declares Stub Period Dividend

Upon closing, Southern Realty Trust will merge into a wholly owned subsidiary of SUNS.

(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Tags
dividends acquisition

Sunrise Realty Trust (Nasdaq: SUNS) stockholders approved issuing approximately 8,464,955 common shares, subject to certain adjustments, for its merger with Southern Realty Trust. Approximately 91.6% of votes cast supported the proposal, with approximately 59.5% of outstanding shares represented virtually or by proxy. Southern Realty Trust stockholders also approved the merger.

SUNS expects the merger to close on November 5, 2026, subject to remaining customary closing conditions, and anticipates greater scale, improved efficiency and better access to capital. Its board declared a prorated $0.09-per-share cash dividend covering the fourth quarter through the day before closing. The dividend is payable November 5, 2026, to holders of record November 2, 2026. SUNS common stock will continue trading on Nasdaq under its existing ticker after closing.

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3 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

  • Moderate pointStockholder approvals from SUNS and Southern Realty Trust advance the merger toward expected November 5, 2026 closing.
  • Minor point. Forward-looking: it has not happened yet and may not happen.$0.09-per-share prorated dividend is payable November 5, 2026, to holders of record November 2, 2026.
  • Minor point. Forward-looking: it has not happened yet and may not happen.Combined lending platform is expected by SUNS to gain scale, improve efficiency and improve access to capital.

Negative

  • Moderate point. Forward-looking: it has not happened yet and may not happen.Approximately 8,464,955 new common shares, subject to certain adjustments, would dilute existing SUNS holders in the merger.

Key Figures

Shares approved for issuance: approximately 8,464,955 shares SUNS shares voted: approximately 59.5% Votes in favor: approximately 91.6% +2 more
Shares approved for issuance
approximately 8,464,955 shares
SUNS common stock for the merger, subject to adjustments
SUNS shares voted
approximately 59.5%
Of outstanding shares at the Special Meeting
Votes in favor
approximately 91.6%
Of votes cast at the Special Meeting
Stub period dividend
$0.09 per share
Fourth quarter through the day before merger closing; payable November 5, 2026 to holders of record November 2, 2026
Expected merger closing
November 5, 2026
Subject to remaining customary closing conditions

Historical Context

1 past event · Latest: Aug 06
1 event
  1. Aug 06

    Merger agreement

    24h Move
    +1.7%

    Agreement set 1.45 SUNS shares plus $0.05 cash per SRT share; vote advances terms.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

cre, reit, 8-k
3 terms
cre financial
"commercial real estate (“CRE”) lender providing flexible financing solutions"
Commercial real estate (CRE) means buildings and land used to generate income—like offices, shopping centers, warehouses and apartment complexes. Investors care because CRE produces rent, affects a company’s costs and value, and is sensitive to interest rates and the economy; think of it as a business’s rental property whose income and price can swing with market demand and borrowing costs, influencing returns and risk.
reit financial
"a Nasdaq-listed mortgage real estate investment trust (“REIT”)"
A real estate investment trust (REIT) is a company that owns, operates, or finances income-producing real estate, like shopping centers, apartments, or office buildings. For investors, REITs offer a way to invest in real estate without having to buy property directly, often providing regular income through dividends. They function like a mutual fund for real estate, making it easier for people to add property investments to their portfolio.
8-k regulatory
"disclosed in a Current Report on Form 8-K"
An 8-K is a public report companies must file with the U.S. Securities and Exchange Commission to disclose major events or changes that shareholders should know about, such as leadership changes, mergers, financial surprises, or legal developments. It matters to investors because it acts like a breaking-news alert for a company’s health and prospects—providing timely facts that can affect stock value and investment decisions.
View in glossary

AI-generated analysis. How Rhea-AI works. Not financial advice.

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WEST PALM BEACH, Fla., Oct. 23, 2026 (GLOBE NEWSWIRE) -- Sunrise Realty Trust, Inc. (Nasdaq: SUNS) (“SUNS” or the “Company”), a lender on the Tannenbaum Capital Group (“TCG”) Real Estate platform, today announced that its stockholders approved the issuance of approximately 8,464,955 shares of SUNS common stock, subject to certain adjustments, in connection with the Company’s previously announced merger with Southern Realty Trust Inc. (“SRT”) (the “Merger”) at the Company’s special meeting of stockholders held earlier today (the “Special Meeting”). Approximately 59.5% of the outstanding shares of SUNS common stock were voted virtually or by proxy at the Special Meeting, and approximately 91.6% of the votes cast at the Special Meeting were voted in favor of the proposal. SRT stockholders also approved the Merger at its special meeting held earlier today. The approvals represent a key milestone toward combining SUNS and SRT into a larger, more efficient Nasdaq-listed commercial real estate lending platform.

“We appreciate the support of our stockholders as we advance this strategic combination,” said Leonard M. Tannenbaum, Executive Chairman. “The Merger is expected to create a larger, more efficient lending platform with increased scale and improved access to capital, positioning us to continue to generate attractive risk-adjusted returns and build long-term stockholder value. We look forward to completing the Merger and welcoming SRT stockholders to SUNS.”

Final voting results from the Special Meeting will be disclosed in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (the “SEC”).

Pursuant to the Agreement and Plan of Merger relating to the Merger (the “Merger Agreement”), SUNS’ Board of Directors declared a prorated cash dividend of $0.09 per share of SUNS common stock (the “Stub Period Dividend”) for the fourth quarter through the day prior to the closing of the Merger. The Stub Period Dividend is payable on November 5, 2026 to the stockholders of record on November 2, 2026.

The Merger is expected to close on November 5, 2026, subject to the satisfaction of remaining customary closing conditions. Upon closing, SRT will merge with and into a wholly owned subsidiary of SUNS, and SUNS common stock will continue to trade on Nasdaq under the symbol “SUNS.”

About Sunrise Realty Trust, Inc.

Sunrise Realty Trust, Inc. (Nasdaq: SUNS) (“SUNS” or the “Company”) is an institutional commercial real estate (“CRE”) lender providing flexible financing solutions to sponsors of CRE projects located primarily in the Southern United States. It focuses on transitional CRE business plans with the potential for near-term value creation, collateralized by top-tier assets predominantly located in established and rapidly expanding Southern markets. For additional information regarding the Company, please visit www.sunriserealtytrust.com.

About TCG Real Estate

TCG Real Estate refers to a group of affiliated CRE-focused debt vehicles, including a Nasdaq-listed mortgage real estate investment trust (“REIT”), Sunrise Realty Trust, Inc. (Nasdaq: SUNS), and a private mortgage REIT, Southern Realty Trust Inc. The vehicles provide flexible financing on transitional CRE properties that present opportunities for near-term value creation, with a focus on top-tier CRE assets located primarily within markets in the Southern U.S. benefiting from economic tailwinds with growth potential. For additional information regarding TCG Real Estate, please visit www.theTCG.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected timing of the closing of the Merger, the anticipated benefits of the Merger and the payment of the Stub Period Dividend. Words such as “believes,” “expects,” “will,” “intends,” “plans,” “estimates,” “projects,” “may,” “anticipates,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions and are not guarantees of future performance, conditions or results. Certain factors could cause actual results and performance to differ materially from those projected in these forward-looking statements, including the risk that the Merger is not completed on the anticipated terms or timeline, or at all; the failure to satisfy the remaining closing conditions to the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the failure to realize the anticipated benefits of the Merger; the risk that the businesses of SUNS and SRT will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the effect of the pendency or consummation of the Merger on the parties’ business relationships and operating results; the risk of stockholder litigation in connection with the Merger; risks related to diverting the attention of management from ongoing business operations; the effect of the consummation of the Merger on the market price of SUNS common stock; and the other factors described in SUNS’ filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of SUNS’ Annual Report on Form 10-K filed on March 12, 2026, and subsequently filed Quarterly Reports on Form 10-Q. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect SUNS or SRT. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Relations Contacts

Robyn Tannenbaum // Will Rotatori
561-510-2293 // 561-510-6109
ir@thetcg.com

Media Contact

Jim Velgot
561-510-1416
ir@thetcg.com


FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SUNS stockholders approve for the Southern Realty Trust merger?

SUNS stockholders approved issuing approximately 8,464,955 common shares, subject to certain adjustments, in connection with the merger. Approximately 91.6% of votes cast favored the proposal. Southern Realty Trust stockholders also approved the merger, which SUNS expects to close November 5, 2026, subject to remaining customary closing conditions.

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