Sunrise Realty Trust 授权2000万美元回购，但回购须待与 Southern Realty Trust 合并交割后方可启动

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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):
October 13, 2026
SUNRISE REALTY TRUST, INC.
(Exact name of Registrant as Specified in Its Charter)
Maryland
001-41971
93-3168928
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
525 Okeechobee Blvd.
,
Suite 1650
West Palm Beach
,
FL
,
33401
(Address of principal executive offices, including zip code)
561
-
530-3315
(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
Common
Stock, par value $0.01 per share
SUNS
The
Nasdaq
Stock Market LLC
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.
☐
Item 8.01
Other Events.
On October 12, 2026, the Board
of Directors (the “Board”) of Sunrise Realty Trust, Inc. (the “Company”) authorized a stock repurchase program
(the “Repurchase Program”), pursuant to which the Company is authorized to repurchase up to $20.0 million of outstanding shares
of its common stock, $0.01 par value per share (the “Common Stock”), through December 31, 2027. The Repurchase Program will
not be effective until the closing of the Company’s acquisition of Southern Realty Trust Inc. (the “Merger”), and the
Company will not make any repurchases under the Repurchase Program prior to the closing of the Merger.
Following the closing of the
Merger, the Company currently intends to repurchase at least $10.0 million of 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.
A
copy of the Company’s press release announcing the Repurchase Program is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
99.1
Press release, dated October 13, 2026.
104
Cover Page Interactive Data File (formatted as Inline XBRL).
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Forward-Looking Statements
This communication contains
certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement
for purposes of complying with the safe harbor provisions. Words such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “will,” “should,” “may,” “projects,”
“could,” “estimates” or variations of such words and other similar expressions are intended to identify such forward-looking
statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. Forward-looking
statements include, but are not limited to, statements related to 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 Common
Stock following the closing of the Merger. These forward-looking statements are based on each of the companies’ current plans, objectives,
estimates, expectations and intentions and inherently involve significant risks and uncertainties. Actual results and the timing of events
could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which
include, without limitation, risks and uncertainties associated with: the risk that the Merger is not completed on the anticipated timeline
or at all, in which case the Repurchase Program will not become effective; 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, the Company’s liquidity
and capital needs, legal requirements and other factors; the availability of suitable investment or disposition opportunities; changes
in interest rates, interest rate spreads, the yield curve and prepayment rates; the availability and terms of financing; general economic
conditions; market conditions; inflationary pressures on the capital markets and the general economy; legislative and regulatory changes
that could adversely affect the Company; and other risks and uncertainties affecting the Company, including those described from time
to time under the caption “Risk Factors” and elsewhere in the Company’s SEC filings and reports, including the Company’s
annual report on Form 10-K for the year ended December 31, 2025 and other filings and reports by the Company. Moreover, other risks and
uncertainties of which the Company is not currently aware may also affect their forward-looking statements and may cause actual results
and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made
only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available
by the Company on their websites or otherwise. The Company does not undertake any obligation to update or supplement any forward-looking
statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after
the date as of which the forward-looking statements were made, except as required by law.
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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: October 13, 2026
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EX-99.1
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sunriserealty_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
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
.
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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