Sunrise Realty Trust chairman receives 2.16M shares

The merger consideration included $0.05 cash for each SRT share, and 9,663 SUNS shares received remain subject to the original vesting schedule.

Available on EDGAR 11/06/2026 - 04:42 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:42 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Sunrise Realty Trust, Inc. (SUNS) reported that Executive Chairman Leonard M. Tannenbaum received 2,155,373 common shares directly and Gleams Jr LLC received 326,250 shares on November 5, 2026, upon completion of Southern Realty Trust’s merger into a wholly owned Sunrise Realty Trust subsidiary. Tannenbaum’s direct holdings after the transaction were 5,298,092 shares.

Each SRT common share converted into 1.45 SUNS shares, rounded up to the nearest whole share, plus $0.05 cash. Tannenbaum’s direct receipt included 9,663 restricted shares subject to the original vesting schedule and 2,145,710 fully vested shares. Gleams Jr LLC is wholly owned by the Tannenbaum Family 2012 Trust; Tannenbaum disclaims beneficial ownership of its shares except to the extent of his pecuniary interest. The report also lists 1,000 shares held by Tannenbaum as custodian for his son and 92,429 shares held by his spouse, of which he disclaims beneficial ownership.

Insider Trade Summary

Other: 2,481,623 shares

Other 2 txns

Insider TANNENBAUM LEONARD M

Role Executive Chairman

Type	Security	Shares	Price	Value
Other	Common Stock F1, F2	2,155,373	$0.00	$0.00
Other	Common Stock F1, F3, F4	326,250	$0.00	$0.00
Holding	Common Stock F5	--	--	--
Holding	Common Stock F6	--	--	--
Holding	Common Stock F7	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock F8	--	--	--

Holdings After Transaction: Common Stock — 5,298,092 shares (Direct); Common Stock — 985,889 shares (Indirect, See footnote); Common Stock — 1,000 shares (Indirect, By reporting person as UTMA custodian for son); Common Stock — 92,429 shares (Indirect, Held by spouse)

Holdings Before and After: Common Stock, 3,142,719 to 5,298,092 shares (Direct); Common Stock, 659,639 to 985,889 shares (Indirect, See footnote)

Footnotes (8)

1. F1. Shares of Sunrise Realty Trust, Inc. (the "Issuer") common stock received on November 5, 2026 upon completion of the merger of Southern Realty Trust Inc. ("SRT") with and into a wholly owned subsidiary of the Issuer, in which each share of SRT common stock was converted into (i) 1.45 shares of Issuer common stock, rounded up to the nearest whole share and (ii) a cash amount equal to $0.05.
2. F2. Includes (i) 9,663 restricted shares of Issuer common stock received in exchange for 6,664 shares of SRT restricted common stock, which remain subject to the original vesting schedule and vest in substantially equal annual installments on January 2, 2027, 2028 and 2029 and (ii) 2,145,710 fully vested shares of Issuer common stock received in exchange for 1,479,800 shares of SRT common stock.
3. F3. Represents 326,250 fully vested shares of Issuer common stock received in exchange for 225,000 shares of SRT common stock.
4. F4. These shares are held by Gleams Jr LLC, wholly owned by the Tannenbaum Family 2012 Trust, for benefit of certain members of the Reporting Person's family, for which Gabriel Katz is a Co-Trustee. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.
5. F5. These shares are held by the Tannenbaum Family 2012 Trust for benefit of certain members of the Reporting Person's family, for which Gabriel Katz is a Co-Trustee. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.
6. F6. These shares are held by the Tannenbaum Family Foundation (formerly known as the Leonard M. Tannenbaum Foundation), for which the Reporting Person serves as the President. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.
7. F7. These shares are held by the Sunny 5 Irrevocable Trust for benefit of certain members of the Reporting Person's family, for which Jeffrey Boccuzzi is a Co-Trustee. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.
8. F8. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Key Figures

Direct SUNS common shares received: 2,155,373 shares SUNS shares received by Gleams Jr LLC: 326,250 shares Direct shares following transaction: 5,298,092 shares +5 more

8 metrics

Direct SUNS common shares received 2,155,373 shares Merger consideration received November 5, 2026

SUNS shares received by Gleams Jr LLC 326,250 shares Merger consideration received November 5, 2026

Direct shares following transaction 5,298,092 shares Tannenbaum’s reported direct holdings after the transaction

SUNS shares per SRT common share 1.45 shares Rounded up to the nearest whole share

Cash per SRT common share $0.05 Merger consideration

Restricted SUNS shares received 9,663 shares Remain subject to the original vesting schedule

Fully vested SUNS shares received 2,145,710 shares Received in exchange for SRT common shares

Shares held by spouse 92,429 shares Reported as held by Tannenbaum’s spouse

Key Terms

vesting schedule, pecuniary interest, UTMA custodian

3 terms

vesting schedule financial

"remain subject to the original vesting schedule"

A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.

pecuniary interest financial

"except to the extent of his pecuniary interest"

UTMA custodian technical

"By reporting person as UTMA custodian for son"

FAQ

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

How many SUNS shares did Executive Chairman Leonard M. Tannenbaum receive?

On November 5, 2026, Executive Chairman Leonard M. Tannenbaum received 2,155,373 SUNS common shares directly as merger consideration, bringing his direct holdings to 5,298,092 shares. Gleams Jr LLC separately received 326,250 shares; Tannenbaum disclaims beneficial ownership of those shares except to the extent of his pecuniary interest.

What was the SUNS merger exchange consideration for SRT shares?

Each Southern Realty Trust common share converted into 1.45 SUNS common shares, rounded up to the nearest whole share, plus $0.05 cash. Of the shares received directly by Tannenbaum, 9,663 restricted shares remain subject to the original vesting schedule, with substantially equal annual installments on January 2, 2027, January 2, 2028, and January 2, 2029.

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

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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^*

TANNENBAUM LEONARD M

(Last) (First) (Middle)

525 OKEECHOBEE BLVD

SUITE 1650

(Street)

WEST PALM BEACH FLORIDA 33401

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Sunrise Realty Trust, Inc. [ SUNS ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2026

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

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

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

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	11/05/2026		J(1)		2,155,373(2)	A	$0	5,298,092	D
Common Stock	11/05/2026		J(1)		326,250(3)	A	$0	326,250	I	See footnote(4)
Common Stock								58,958	I	See footnote(5)
Common Stock								585,681	I	See footnote(6)
Common Stock								15,000	I	See footnote(7)
Common Stock								1,000	I	By reporting person as UTMA custodian for son
Common Stock								92,429	I	Held by spouse(8)

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. Shares of Sunrise Realty Trust, Inc. (the "Issuer") common stock received on November 5, 2026 upon completion of the merger of Southern Realty Trust Inc. ("SRT") with and into a wholly owned subsidiary of the Issuer, in which each share of SRT common stock was converted into (i) 1.45 shares of Issuer common stock, rounded up to the nearest whole share and (ii) a cash amount equal to $0.05.

2. Includes (i) 9,663 restricted shares of Issuer common stock received in exchange for 6,664 shares of SRT restricted common stock, which remain subject to the original vesting schedule and vest in substantially equal annual installments on January 2, 2027, 2028 and 2029 and (ii) 2,145,710 fully vested shares of Issuer common stock received in exchange for 1,479,800 shares of SRT common stock.

3. Represents 326,250 fully vested shares of Issuer common stock received in exchange for 225,000 shares of SRT common stock.

4. These shares are held by Gleams Jr LLC, wholly owned by the Tannenbaum Family 2012 Trust, for benefit of certain members of the Reporting Person's family, for which Gabriel Katz is a Co-Trustee. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

5. These shares are held by the Tannenbaum Family 2012 Trust for benefit of certain members of the Reporting Person's family, for which Gabriel Katz is a Co-Trustee. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

6. These shares are held by the Tannenbaum Family Foundation (formerly known as the Leonard M. Tannenbaum Foundation), for which the Reporting Person serves as the President. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

7. These shares are held by the Sunny 5 Irrevocable Trust for benefit of certain members of the Reporting Person's family, for which Jeffrey Boccuzzi is a Co-Trustee. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

8. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Brandon Hetzel, as Attorney-in-Fact	11/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)