Sunrise Realty approves Sudnow for merger-time board
The board appointment takes effect at the merger’s effective time, which SUNS expects in the fourth quarter of 2026.
Rhea-AI Filing Summary
Sunrise Realty Trust, Inc. (SUNS) increased its board to six directors and approved Southern Realty Trust Inc.’s designation of Howard Sudnow as an independent director, effective at the merger’s effective time. Southern Realty Trust is to merge with and into Sunrise Merger Sub, LLC, a wholly owned subsidiary of Sunrise; the merger is expected to become effective in the fourth quarter of 2026.
Mr. Sudnow’s term will run through SUNS’s 2027 annual meeting and until a successor is duly elected and qualified or his earlier death, resignation or removal. He is a partner at MYST Advisors and has over 30 years of capital markets experience. He will be entitled to compensation payable to SUNS non-employee directors.
Positive
- None.
Negative
- None.
Insights
Analyzing...
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Board size: 6 directors
Expected merger effective period: Fourth quarter of 2026
Director term: 2027 annual meeting
+2 more
5 metrics
Board size
6 directors
After the board increase
Expected merger effective period
Fourth quarter of 2026
Expected timing of the merger effective time
Director term
2027 annual meeting
Howard Sudnow’s term runs through the annual meeting
Capital markets experience
Over 30 years
Howard Sudnow’s experience
Age
59 years
Howard Sudnow
Key Terms
Merger Agreement, independent director, wholly owned subsidiary, non-employee directors
4 terms
Merger Agreement technical
"under the terms and subject to the conditions set forth in the Merger Agreement"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
independent director technical
"serve on the Board as an independent director"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
wholly owned subsidiary technical
"Merger Sub surviving the Merger as a wholly owned subsidiary"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
non-employee directors financial
"compensation payable to non-employee directors of SUNS"
Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When will Howard Sudnow join SUNS’s board?
Howard Sudnow’s appointment is effective at the merger’s effective time, which SUNS expects in the fourth quarter of 2026. Southern Realty Trust Inc. is to merge with and into Sunrise Merger Sub, LLC, a wholly owned subsidiary of Sunrise.
How many directors will SUNS have after the board change?
SUNS increased the size of its board to six directors.
How long will Howard Sudnow serve on the SUNS board?
His term will run through SUNS’s 2027 annual meeting and until his successor is duly elected and qualified or his earlier death, resignation or removal.
What compensation will Howard Sudnow receive as a SUNS director?
He will be entitled to the compensation payable to SUNS non-employee directors.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2026
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
1
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, 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 manager of the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Under the terms and subject to the conditions set forth in the Merger Agreement, SRT will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of the Company.
On September 17, 2026, pursuant to the Merger Agreement, the Company’s Board of Directors (the “Board”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, (i) increased the size of the Board to six directors and (ii) approved SRT’s designation of Howard Sudnow to serve on the Board as an independent director, effective as of the effective time of the Merger, which is expected to be in the fourth quarter of 2026 (the “Merger Effective Time”). Effective as of the Merger Effective time, Mr. Sudnow will serve on the Board until the 2027 annual meeting of SUNS stockholders and until his successor is duly elected and qualified or his earlier death, resignation or removal. Mr. Sudnow will be entitled to receive compensation payable to non-employee directors of SUNS. Mr. Sudnow has not been appointed to serve on any committee of the Board as of the date of this Current Report on Form 8-K.
A brief description of the qualifications and experiences of Mr. Sudnow is set forth below:
Mr. Sudnow, age 59, has over 30 years of capital markets experience, having held positions in investment banking, equity trading, and research sales. Mr. Sudnow is a Partner at MYST Advisors and prior to joining MYST, he was a Managing Director of Institutional Sales at Seaport Global. From 2013 to 2016, Mr. Sudnow served in a similar role at Sterne Agee. Prior to Sterne Agee, Mr. Sudnow worked at Think Equity Partners and at MSCI Barra, a Division of Morgan Stanley, overseeing Hedge Fund Sales. Mr. Sudnow received his MBA from The Wharton School of the University of Pennsylvania, and a BA from Franklin & Marshall College.
Mr. Sudnow has no family relationships with any of SUNS’ directors or executive officers, and is not a party to, and does not have any direct or indirect material interest in, any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SUNRISE REALTY TRUST, INC. | ||||||||
| By: | /s/ Brandon Hetzel | |||||||
| Brandon Hetzel | ||||||||
| Chief Financial Officer and Treasurer | ||||||||
| Date: September 23, 2026 | ||||||||
3