Sunrise Realty Trust(SUNS)宣布2000万美元回购计划，但仅在与Southern Realty Trust合并完成后生效

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DEFA14A
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sunriserealty_defa14a.htm
DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐
Definitive Proxy Statement
☒
Definitive Additional Materials
☐
Soliciting Material Under §240.14a-12
SUNRISE REALTY TRUST, INC.
(Name of Registrant as Specified In Its Charter)
Not applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required.
☐
Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Sunrise Realty Trust Announces $20 Million Stock Repurchase Program
WEST PALM BEACH, Fla., Oct. 13, 2026 –
Sunrise Realty Trust, Inc. (“SUNS” or the “Company”) (Nasdaq: SUNS), a lender on the Tannenbaum Capital Group (“TCG”) Real Estate platform, today announced that on October 12, 2026, its Board of Directors (the “Board”) authorized a common stock repurchase program to repurchase up to $20.0 million of SUNS common stock through December 31, 2027 (the “Repurchase Program”). The Repurchase Program will become effective only upon closing of SUNS’ proposed merger with Southern Realty Trust Inc. (“SRT”) (the “Merger”), and no shares will be repurchased under the Repurchase Program before that time.
Following the closing of the Merger, the Company currently intends to repurchase at least $10.0 million of its outstanding common stock as soon as practicable, with the remaining $10.0 million subject to specified pricing and other parameters. In each case, the Company expects the repurchases will be made through a written trading plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and subject to certain daily volume limitations and other conditions set forth therein and in accordance with Rule 10b-18 under the Exchange Act. The Company is not obligated to repurchase any specific number of shares or dollar amount, and the program may be modified, suspended or terminated at any time without prior notice. The timing and extent to which the Company repurchases its outstanding common stock will depend upon, among other things, market conditions, share price, liquidity, regulatory requirements and other factors, and repurchases may be commenced or suspended at any time without prior notice. Acquisitions under the Repurchase Program may be made in the open market, through privately negotiated transactions or block trades or other means, in accordance with applicable securities laws.
Additional details regarding the Repurchase Program are included in SUNS’ Current Report on Form 8-K and a supplement to its definitive proxy statement for the Special Meeting, each of which will be filed with the Securities and Exchange Commission (“SEC”) on October 13, 2026.
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 funds 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
.
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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 closing of the Merger and the Repurchase Program, including the anticipated timing, amount and manner of any repurchases and the Company’s intention to repurchase at least $10 million of its outstanding common stock following the closing of the Merger. 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 risks related to the proposed Merger, including the risk that the Merger is not completed on the anticipated terms or timeline, or at all; the Company’s ability to repurchase shares at the times, in the amounts and at the prices it anticipates, which will depend on, among other things, market conditions, share price, liquidity, regulatory requirements and other factors; the failure to obtain the required approvals of SUNS or SRT stockholders or to satisfy the other 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 effect of the announcement or pendency 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 announcement or 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.
Additional Information About the Merger and Where to Find It
In connection with the proposed
Merger, SUNS filed a definitive proxy statement on Schedule 14A with the SEC on September 18, 2026 (the “Proxy Statement”)
and expects to file any other relevant materials with the SEC, relating to a special meeting of SUNS stockholders. This press release
is not a substitute for the Proxy Statement or any other document that SUNS may file with the SEC and send to its stockholders in connection
with the proposed Merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement (when available) and other documents
filed by SUNS with the SEC through the website maintained by the SEC at
www.sec.gov
, on SUNS’ website at
www.sunriserealtytrust.com
or by contacting SUNS’ Investor Relations at ir@theTCG.com.
Participants in the Solicitation
SUNS and its directors and executive officers may be deemed to be participants in the solicitation of proxies from SUNS stockholders in connection with the proposed Merger. Information about SUNS’ directors and executive officers is set forth in SUNS’ proxy statement for its 2026 annual meeting of stockholders and its other filings with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials filed with the SEC in connection with the Merger when they become available.
No Offer or Solicitation
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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Investor Relations Contact
Robyn Tannenbaum
561-510-2293
ir@thetcg.com
Media Contact
Doug Allen
Dukas Linden Public Relations
646-722-6530
TCG@DLPR.com
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