[Form 4] First Business Financial Services, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Sunrise Realty Trust, Inc. (Nasdaq: SUNS) has filed a shelf Registration Statement on Form S-3 that allows the REIT to issue up to $500 million of common stock, preferred stock, debt securities, warrants, rights or units in one or more future offerings. The filing positions the company—an emerging growth and smaller reporting company—to raise capital quickly under Rule 415.

Sunrise is an externally managed real-estate debt fund created via a July 2024 spin-off from AFC Gamma. It targets transitional commercial real-estate loans across the U.S. Sunbelt and, as of 30 June 2025, held a loan portfolio with $251 million of outstanding principal. The trust may invest proceeds in senior mortgages, mezzanine loans, CMBS and debt-like preferred equity and intends to maintain REIT status and Investment Company Act exemption.

The shelf provides financing flexibility for growth, but could dilute existing shareholders; 13.4 million common shares are currently outstanding. No specific issuance timetable, pricing, or use-of-proceeds details were disclosed; each will be set in future prospectus supplements. Last reported share price (31 July 2025) was $10.01. Key risks highlighted include concentration, leverage, credit market conditions and ability to sustain REIT qualification.

Positive

• Financing flexibility: Shelf registration enables rapid access to up to $500 million across equity and debt instruments.
• Growth runway: Proceeds can expand the $251 million CRE loan portfolio and diversify revenue streams.
• Regulatory readiness: Ability to file as a non-accelerated, emerging-growth REIT shows compliance strength.

Negative

• Dilution risk: Equity issuances could significantly expand the 13.4 million share base.
• Market overhang: Knowledge of a large shelf can depress share price until capital is raised and deployed.
• Unspecified use of proceeds: Lack of detail on deployment raises uncertainty about accretion and timing.

Insights

REIT Equity Analyst

TL;DR Shelf boosts funding flexibility but adds dilution overhang; neutral near-term, strategic long-term.

The $500 million mixed-shelf equals roughly 4× SUNS’s current market cap, giving management ample dry powder to scale its $251 million loan book. For a young, non-accelerated REIT, access to opportunistic capital is critical as loan origination ramps, especially if credit spreads widen. However, absent immediate deployment plans, the filing creates an equity overhang that can pressure the $10 stock. Investors should watch offering cadence, leverage policy and earnings accretion from any debt issuance. Overall impact is neutral until terms are announced.

Capital Markets Strategist

TL;DR Form S-3 signals intention to tap markets; credit to growth odds, caution on shareholder dilution.

SUNS qualifies for universal shelf despite its emerging-growth status—a positive sign of regulatory readiness. Rule 415 expedites issuance of multiple security types, letting management match funding to asset-level opportunities. Yet raising up to $500 million could more than triple share count at current prices or materially increase leverage if debt is favored. Investors should model NAV dilution thresholds and monitor covenant headroom. Until a takedown occurs, the filing is strategically important but not immediately cash-flow altering.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Graham Jason R

(Last) (First) (Middle)

401 CHARMANY DRIVE

(Street)

MADISON WI 53719

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST BUSINESS FINANCIAL SERVICES, INC. [ FBIZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/30/2025		P		1,000	A	$47.865(1)	3,220(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $47.50 to $48.25, inclusive. The reporting person undertakes to provide to First Business Financial Services, Inc., any security holders of First Business Financial Services, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. 1,600 shares are held by reporting person's IRA and 1,000 shares are held by the GRAHAM LIVING TRUST, dated August 7, 2009.

	Peter J. Wilder (Pursuant to Power of Attorney)	08/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How much capital can Sunrise Realty Trust (SUNS) raise under the new Form S-3?

The universal shelf permits issuance of up to $500 million in various securities.

What types of securities may Sunrise offer?

SUNS may issue common stock, preferred stock, debt securities, warrants, rights or units, individually or in any combination.

Will the shelf registration immediately dilute existing shareholders?

No. Dilution occurs only if and when SUNS issues new equity; the filing itself authorizes but does not mandate sales.

What is Sunrise Realty Trust’s current loan portfolio size?

As of 30 June 2025 the portfolio’s outstanding principal was approximately $251 million.

Why might Sunrise choose debt over equity issuances?

Debt could fund growth without share dilution, but would raise leverage; the optimal mix will depend on market rates and portfolio yields.

Where is SUNS stock listed and what was the last reported price?

Shares trade on Nasdaq under symbol SUNS; the last reported price on 31 July 2025 was $10.01.