Sunrise Realty Trust, Inc.
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 10, 2026
SUNS$6.97+0.6%Stored close · as of Nov 10, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001628280-26-053845
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001628280-26-072825
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 9 previous paragraphs and 23 current paragraphs.
3 unchanged; 4 reworded; 16 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes to the risk factors disclosed in Item 1A - “Risk Factors” in the Company’s Annual Report on Form 10-K and as disclosed in Item 1A — “Risk Factors” in the Company’s Quarterly Reports on Form 10-Q, except as set forth below.
Added paragraphs (16)
Current report
Although the Merger has been completed, the Company may be subject to liabilities, claims, litigation, demands, purchase price or share issuance disputes, tax claims, third-party consent issues, breaches of representations, warranties or covenants, or other obligations arising from or relating to the Merger Agreement, the completed Merger or related transactions. Any such matters may be costly to defend or resolve, may divert management’s attention and may result in monetary damages, equitable remedies, settlement costs, indemnification payments, additional disclosures, governance changes or other adverse consequences.
Current report
If any liabilities, claims, litigation or contractual obligations arising from the Merger and related transactions are material, they could adversely affect the Company’s business, financial condition, results of operations, liquidity, cash flows and market price of its common stock.
Current report
The issuance of shares of our common stock in the Merger substantially increased the number of shares outstanding and may dilute existing stockholders or adversely affect the market price of our common stock.
Current report
Pursuant to the Merger Agreement, as of November 5, 2026, each outstanding share of common stock of SRT was converted into the right to receive 1.45 shares of the Company’s common stock, and the Company issued 8,464,977 shares of its common stock as Merger consideration, resulting in 21,980,828 shares of the Company’s common stock outstanding as of the Merger Effective Time. The issuance of these shares significantly increased the Company’s outstanding common stock and diluted the ownership and voting interests of the Company’s pre-Merger stockholders.
Current report
The additional shares may adversely affect the market price of the Company’s common stock, particularly if former SRT stockholders sell a significant number of shares, if investors expect such sales to occur, or if the market perceives that the Merger will not produce the expected benefits. If the market price of the Company’s common stock declines, the Company’s ability to raise capital on favorable terms, maintain investor confidence or pursue strategic transactions may be adversely affected. The increased number of shares outstanding also may reduce earnings per share, book value per share or other per-share metrics, depending on the Company’s post-Closing results, transaction costs, integration costs and the value of the acquired business. In addition, the issuance of shares to former owners of SRT may affect voting dynamics and governance matters.
Current report
We could face adverse tax consequences if SRT failed to qualify as a REIT prior to the Merger.
Current report
In connection with the closing of the Merger, we received an opinion of counsel to the effect that SRT qualified as a REIT for U.S. federal income tax purposes through the time of the Merger. However, we did not request a ruling from the IRS
Current report
that SRT qualified as a REIT. Notwithstanding the opinion of counsel, if the IRS successfully challenged SRT's REIT status prior to the Merger, we could face adverse tax consequences, including:
Current report
•succeeding to SRT's liability for U.S. federal income taxes at regular corporate rates for the periods in which SRT failed to qualify as a REIT (without regard to the deduction for dividends paid for such periods);
Current report
•succeeding to any built-in gain on SRT's assets, for which we could be liable for U.S. federal income tax at regular corporate rates, if we were to recognize such gain in the five-year period following the Merger; and
Current report
•succeeding to SRT's earnings and profits accumulated during the periods in which SRT failed to qualify as a REIT, which we would be required to distribute to our shareholders in order to satisfy the REIT 90% distribution requirements and avoid the imposition of any excise tax as a result, we would have less cash available for operations and distributions to our shareholders, which could require us to raise capital on unfavorable terms or pay deficiency dividends.
Current report
The unaudited pro forma financial information related to the Merger may not be indicative of our actual financial condition or results after the Merger.
Current report
The unaudited pro forma condensed combined consolidated financial information filed after the closing of the Merger was prepared for illustrative purposes and was based on assumptions and adjustments that may not reflect the Company’s actual financial condition or results of operations following the Merger. The pro forma information does not necessarily reflect all costs, synergies, dis-synergies, integration expenses, financing effects, compensation arrangements, tax consequences, accounting adjustments, control remediation costs, changes in business strategy or other effects of the completed Merger. The Company’s actual results may differ materially from the pro forma information due to changes in interest rates, market conditions, asset performance, credit losses, financing costs, operating expenses, integration costs, accounting estimates, valuation assumptions or other factors.
Current report
Investors should not place undue reliance on pro forma financial information as an indication of what the Company’s financial condition or results of operations would have been had the Merger occurred on the dates assumed in the pro forma presentation, or as an indication of the Company’s future results.
Removed paragraphs (2)
Previous report
Completion of the Merger remains subject to conditions that we cannot control.
Previous report
The Merger is subject to various closing conditions, including the approval of our stockholders and the stockholders of SRT. There are no assurances that all of the conditions necessary to consummate the Merger will be satisfied or that the conditions will be satisfied in the time frame expected.
Reworded paragraphs (4)
Previous wording
There have been no material changes to the risk factors disclosed in Item 1A - “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, except as set forth below.
Current wording
There have been no material changes to the risk factors disclosed in Item 1A - “Risk Factors” in the Company’s Annual Report on Form 10-K and as disclosed in Item 1A — “Risk Factors” in the Company’s Quarterly Reports on Form 10-Q, except as set forth below.
Previous wording
In addition, we will be required to devote significant attention and resources prior to closing to prepare for the post-closing operation of the combined company. Post-closing, we may be required to devote significant attention and resources to successfully integrate SRT into our existing structure. This integration process may disrupt our business and, if ineffective, would limit the anticipated benefits of the Merger and could adversely affect our business.
Current wording
Post-closing, we may be required to devote significant attention and resources to successfully integrate SRT into our existing structure. This integration process may disrupt our business and, if ineffective, would limit the anticipated benefits of the Merger and could adversely affect our business.
Previous wording
We will incur direct and indirect costs as a result of the Merger.
Current wording
We have incurred and will continue to incur direct and indirect costs as a result of the Merger, and we may incur liabilities arising from the Merger Agreement and the Merger.
Previous wording
We will incur substantial expenses in connection with and as a result of completing the SRT acquisition and, following completion, we may incur additional expenses in connection with combining the businesses, operations, policies and procedures of the two companies. Factors beyond our control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.
Current wording
We have incurred and will continue to incur substantial expenses in connection with and as a result of completing the Merger and, following completion, we may incur additional expenses in connection with combining the businesses, operations, policies and procedures of the two companies. Factors beyond our control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.