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Sunrise Realty Trust, Inc.

For the period ended Sep 30, 2026. Filed Nov 10, 2026.

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About 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

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Consolidated Notes to the Financial Statements (unaudited)

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NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2026

  1. ORGANIZATION

Sunrise Realty Trust, Inc. (the “Company” or “SUNS”) was formed on August 28, 2023, and converted from a Delaware limited liability company to a Maryland corporation in February 2024. The Company is an institutional lender that provides debt capital solutions to the commercial real estate(“CRE”)market in the Southern United States, with a primary focus on opportunities in Arizona, Florida, Georgia, Nevada, North Carolina, South Carolina, Tennessee and Texas. The Company focuses on originating, underwriting and managing CRE debt investments and providing capital to high-quality borrowers and sponsors with transitional business plans collateralized by CRE assets with opportunities for near-term value creation, as well as recapitalization opportunities. The Company intends to further diversify its investment portfolio, targeting investments in senior mortgage loans, mezzanine loans, B-notes, commercial mortgage-backed securities (“CMBS”) and debt-like preferred equity securities across CRE asset classes. The Company intends for its investment mix to include high quality residential (including multi-family, condominiums and single-family residential communities), retail, office, hospitality, industrial, mixed-use and specialty-use real estate. The Company operates inone operating segment.

SUNS is externally managed and advised by Sunrise Manager LLC (“SUNS Manager” or the “Manager”), a related party anda registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Company consolidates all of its subsidiaries, which are consolidated within the Company’s consolidated financial statements.

The Company has elected to be taxed as a REIT for United States federal income tax purposes under the Internal Revenue Code (the “Code”), commencing with the taxable year ending December 31, 2024. The Company generally will not be subject to United States federal income taxes on its REIT taxable income as long as it annually distributes all of its REIT taxable income prior to the deduction for dividends paid to shareholders and complies with various other requirements as a REIT.

  1. SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements and results of operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2026 (“Annual Report on Form 10-K”).

Refer to Note 2 to the Company’s Annual Report on Form 10-K for a description of the Company’s significant accounting policies. The Company has included disclosures below regarding basis of presentation and other accounting policies that (i) are required to be disclosed quarterly, (ii) have material changes or (iii) the Company views as critical as of the date of this report.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the rules and regulations of the SEC applicable to interim financial information and include the accounts of the Company and its wholly-owned subsidiaries. The unaudited interim consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant estimates include the current expected credit losses reserve (“CECL Reserve”) and the valuation of real estate owned (“REO”) acquired through foreclosure proceedings.

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Equity Method Investments

The Company accounts for its investment in unconsolidated real estate joint ventures over which it has the ability to exercise significant influence, but does not control, under the equity method of accounting in accordance with ASC 323, Investments—Equity Method and Joint Ventures. Under the equity method, the Company initially records the investment at cost and subsequently adjusts the carrying value of the investment to recognize the Company’s proportionate share of the investee’s earnings or losses, which are included in equity in earnings (losses) of unconsolidated real estate joint venture in the consolidated statements of operations. For certain equity method investments, the Company records its share of earnings and losses on a one-quarter reporting lag when financial information of the investee is not available on a timely basis. Distributions received from equity method investees are recorded as reductions of the investment balance to the extent they represent returns of investment.

In instances where the Company acquires real estate through foreclosure proceedings and contributes such real estate to an unconsolidated real estate joint venture, the Company initially records its investment in the joint venture at the fair value of the real estate contributed on the date of contribution. Fair value is generally determined based on the appraised value of the underlying real estate, less estimated costs to sell, as applicable.

The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that the carrying value of the investment may not be recoverable or that a decline in value may be other-than-temporary. In evaluating whether an other-than-temporary impairment exists, the Company considers various qualitative and quantitative factors, including the financial condition and near-term prospects of the investee, the underlying collateral and asset quality, expected holding period, market conditions and other relevant factors. If the Company determines that a decline in value is other-than-temporary, the investment is written down to its estimated fair value, with the resulting impairment recognized in earnings.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025, the FASB issued ASU 2025-01—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”), which requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The adoption of ASU 2024-03 is not expected to have a material impact on the Company’s consolidated financial statements.

  1. LOANS HELD FOR INVESTMENT AT CARRYING VALUE

As of September 30, 2026 and December 31, 2025, the Company’s portfolio included 12 and 16 loans held at carrying value, respectively. The aggregate originated commitment under these loans was approximately $313.9 million and $420.7 million, resp ectively, and outstanding principal was approximately $256.9 million and $305.5 million, as of September 30, 2026 and December 31, 2025, respectively. During the nine months ended September 30, 2026, the Company funded approximately $132.7 million of new loans and additional principal on existing loans and had approximately $155.0 million of principal repayments of loans held at carrying value. As of September 30, 2026 and December 31, 2025, approximately 95.3% and 96.4%, respectively, of the Company’s loans held at carrying value had floating interest rates. As of September 30, 2026, these floating benchmark rates included one-month Secured Overnight Financing Rate (“SOFR”) quoted at 3.91% and subject to a weighted average floor of 3.87%, and U.S. prime rate quoted at 7.00% and subject to a weighted average floor of 8.00% based on outstanding principal.

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The following tables summarize the Company’s loans held at carrying value as of September 30, 2026 and December 31, 2025:

As of September 30, 2026
OutstandingPrincipal(1)OriginalIssueDiscountCarryingValue(1)Weighted Average Remaining Life(Years)(2)
Senior mortgage loans(3)(4)$182,323,008$(943,288)$181,379,7201.2
Subordinate debt74,606,495(388,589)74,217,9062.1
Total loans held at carrying value$256,929,503$(1,331,877)$255,597,6261.4
As of December 31, 2025
OutstandingPrincipal(1)OriginalIssueDiscountCarryingValue(1)Weighted Average Remaining Life(Years)(2)
Senior mortgage loans(3)(4)$282,678,920$(2,803,998)$279,874,9221.9
Subordinate debt22,834,265(34,444)22,799,8212.4
Total loans held at carrying value$305,513,185$(2,838,442)$302,674,7431.9

(1)The difference between the carrying value and the outstanding principal amount of the loans consists of unaccreted OID or premium and loan origination costs.

(2)Weighted average remaining life is calculated based on the carrying value of each respective group of loans as of September 30, 2026 and December 31, 2025.

(3)Senior mortgage loans include senior loans that also have a contiguous subordinate loan because as a whole, the expected credit quality of the subordinate loan is more similar to that of a senior loan.

(4)If the Company holds both the A-note and B-note, the loan is categorized as a senior mortgage loan.

The following table presents changes in loans held at carrying value as of and for the nine months ended September 30, 2026:

PrincipalOriginal Issue(Discount)PremiumCarrying Value
Total loans held at carrying value at December 31, 2025$305,513,185$(2,838,442)$302,674,743
New fundings119,927,910(903,136)119,024,774
Interest drawn on loans12,728,970—12,728,970
Accretion of original issue discount and premium, net—2,242,8682,242,868
Loan repayments(154,990,687)—(154,990,687)
Foreclosure and contribution to real estate joint venture(26,379,740)166,833(26,212,907)
PIK interest129,865—129,865
Total loans held at carrying value at September 30, 2026$256,929,503$(1,331,877)$255,597,626

As of September 30, 2026, there wereno loans in the Company’s portfolio on nonaccrual status. As of December 31, 2025, the Company hadone loan held at carrying value on nonaccrual status.

In March 2026, the Company derecognized its senior hospitality loan in San Antonio, Texas (the “San Antonio Loan”) in connection with the foreclosure on the underlying collateral and the contemporaneous contribution of the acquired real

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estate to a newly formed unconsolidated joint venture. In exchange, the Company received an equity interest in the joint venture, which is accounted for under the equity method. The contribution was recorded based on the fair value of the underlying collateral of approximately $24.6 million. See Note 6 included in these consolidated financial statements for additional information.

A more detailed listing of the Company’s loans held at carrying value portfolio based on information available as of September 30, 2026 is as follows:

Loan Type · Location · OutstandingPrincipal(1) · Original Issue(Discount)Premium · CarryingValue(1) · InterestRate · MaturityDate(2) · PaymentTerms(3)
Senior mortgage loans:
ResidentialFort Lauderdale, FL$23,116,784$(34,615)$23,082,16911.51%(4)12/30/2026I/O
HospitalityAustin, TX32,000,000(155,556)31,844,4449.50%(5)12/11/2027I/O
ResidentialAventura, FL30,750,872(40,110)30,710,7629.00%(6)1/27/2027I/O
Net Leased TenantNew Orleans, LA31,139,139(195,556)30,943,58310.10%(7)1/30/2028I/O
ResidentialPark City, UT5,952,407(88,942)5,863,46511.25%(8)8/1/2027I/O
ResidentialMiami, FL27,302,824(116,667)27,186,1578.66%(9)9/25/2028I/O
IndustrialDoral, FL2,931,041(15,542)2,915,49910.11%(10)10/6/2027I/O
IndustrialWest Palm Beach, FL5,929,506(87,967)5,841,53910.11%(10)10/16/2027I/O
RetailHouston, TX23,200,435(208,333)22,992,1029.66%(11)10/24/2028I/O
Subordinate debt:
ResidentialMiami, FL12,104,993(46,944)12,058,04913.25%(12)11/15/2027I/O
ResidentialMiami, FL20,596,46633,75020,630,21614.50%(13)12/13/2028I/O
HospitalityDiversified41,905,036(375,395)41,529,64112.16%(14)2/13/2029I/O
Total loans held at carrying value$256,929,503$(1,331,877)$255,597,626

(1)The difference between the carrying value and the outstanding principal amount of the loans consists of unaccreted OID or premium and loan origination costs.

(2)Certain loansare subject to contractual extension options and may be subject to performance based or other conditions as stipulated in the loan agreement. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment penalty. The Company may also extend contractual maturities and amend other terms of the loans in connection with loan modifications.

(3)I/O = interest-only.

(4)Cash interest rate represents a blended rate of differing cash interest rates applicable to each of the A-Notes and B-Notes to which the Company is a lender under the credit agreements. The A-Notes bear interest at a base interest rate of 4.75% plus SOFR (SOFR floor of 4.75%) and the B-Notes bear interest at a base interest rate of 11.00% plus SOFR (SOFR floor of 4.75%).

(5)Base interest rate of 5.50% plus SOFR (SOFR floor of 4.00%).

(6)Base interest rate of 5.00% plus SOFR (SOFR floor of 4.00%).

(7)Base interest rate of 5.60% plus SOFR (SOFR floor of 4.50%).

(8)Base interest rate of 3.25% plus U.S. prime rate (U.S. prime floor of 8.00%).

(9)Base interest rate of 4.75% plus SOFR (SOFR floor of 3.50%).

(10)Base interest rate of 6.20% plus SOFR (SOFR floor of 3.75%).

(11)Base interest rate of 5.75% plus SOFR (SOFR floor of 3.75%).

(12)Base interest rate of 13.25%.

(13)Base interest rate of 9.50% plus SOFR (SOFR floor of 4.00%) and PIK interest rate of 1.00%.

(14)Base interest rate of 8.25%plus SOFR (SOFR floor of 3.00%)

  1. CURRENT EXPECTED CREDIT LOSSES

As of September 30, 2026 and December 31, 2025, the Company’s CECL Reserve for its loans held at carrying value was approximately $0.9 million (0.36% of total loans) and $2.1 million (0.68% of total loans), respectively. The Company’s total loans held at carrying value were approximately $255.6 million and $302.7 million as of those dates, respectively. As of September 30, 2026 and December 31, 2025, the CECL reserve included an allowance for credit losses on outstanding

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loans of approximately $0.8 million and $1.9 million, respectively, and a liability for expected credit losses on unfunded loan commitments of approximately $0.1 million and $0.2 million, respectively.

The liability for unfunded loan commitments reflects expected credit losses over the contractual period during which the Company is exposed to credit risk through its obligation to extend credit. In estimating this liability, management considers the likelihood of funding and the expected credit losses associated with commitments that are ultimately funded.

Activity related to the CECL Reserve for outstanding balances and unfunded commitments on the Company’s loans held at carrying value as of and for thethree and nine months ended September 30, 2026 was as follows:

Outstanding(1)Unfunded(2)Total
Balance at June 30, 2026$932,221$176,639$1,108,860
(Reversal of) provision for current expected credit losses(139,988)(44,767)(184,755)
Write-offs———
Recoveries———
Balance at September 30, 2026$792,233$131,872$924,105
Outstanding(1)Unfunded(2)Total
Balance at December 31, 2025$1,891,170$178,066$2,069,236
Provision for current expected credit losses478,970(46,194)432,776
Write-offs(3)(1,577,907)—(1,577,907)
Recoveries———
Balance at September 30, 2026$792,233$131,872$924,105

(1)As of September 30, 2026 and December 31, 2025, the CECL Reserve related to outstanding balances on loans held at carrying value is recorded within current expected credit loss reserve in the Company’s consolidated balance sheets.

(2)As of September 30, 2026 and December 31, 2025, the CECL Reserve related to unfunded commitments on loans held at carrying value is recorded within current expected credit loss reserve as a liability in the Company’s consolidated balance sheets.

(3)During thenine months ended September 30, 2026, the Company wrote off the provision for credit losses associated with the San Antonio Loan that was derecognized in connection with the foreclosure and contribution to a joint venture.

The Company continuously evaluates the credit quality of each loan by assessing the risk factors of each loan and assigning a risk rating based on a variety of factors. Such factors may include property type, geographic and local market dynamics, physical condition, projected cash flow, loan structure and exit plan, loan-to-value ratio, fixed charge coverage ratio, project sponsorship, and other factors deemed necessary by the Company. Based on a 5-point scale, the Company’s loans are rated “1” through “5,” from less risk to greater risk, which ratings are defined as follows:

RatingDefinition
1Very Low Risk — Investment exceeds performance expectations. Trends and risk factors since time of investment are favorable.
2Low Risk — Investment performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
3Medium Risk — Performing investments requiring closer monitoring. Trends and risk factors show some deterioration.
4High Risk/ Potential for Loss — Investment underperforming with the potential of some interest loss. Trends and risk factors are negative.
5Impaired/ Loss Likely — Investment underperforming with expected loss of interest, and full recovery of principal is unlikely.

The risk ratings are primarily based on historical data as well as taking into account future economic conditions.

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As of September 30, 2026, the carrying value, excluding the CECL Reserve, of the Company’s loans held at carrying value within each risk rating by year of origination is as follows:

Risk Rating:202620252024Total
1$—$—$—$—
241,529,641147,083,32366,984,662255,597,626
3————
4————
5————
Total$41,529,641$147,083,323$66,984,662$255,597,626
Gross write-offs$—$—$(1,577,907)$(1,577,907)

In March 2026, the Company and its affiliate co-lender exercised their rights to foreclose on the hotel property underlying the San Antonio Loan. Upon foreclosure, the Company derecognized the loan and the related CECL reserve of approximately $1.6 million. At the time of foreclosure, the San Antonio Loan had an outstanding principal balance of approximately $26.4 million and an amortized cost basis of approximately $26.2 million. Prior to foreclosure, the loan had a risk rating of “5.” The amortized cost basis of the loan, net of the related CECL reserve, approximated the fair value of the acquired collateral of approximately $24.6 million, which was subsequently contributed to a newly formed unconsolidated joint venture. See Note 6 included in these consolidated financial statements for additional information.

  1. INTEREST RECEIVABLE

The following table summarizes the interest receivable balance for the Company as of September 30, 2026 and December 31, 2025:

As ofSeptember 30, 2026As ofDecember 31, 2025
Interest receivable$2,139,591$2,251,700
Unused fees receivable2,5142,203
PIK receivable12,0157,037
Other fees receivable5,4513,193
Total interest receivable$2,159,571$2,264,133
  1. INVESTMENT IN UNCONSOLIDATED REAL ESTATE JOINT VENTURE

In February 2026, the Company and the affiliate co-lender to the San Antonio Loan formed 123 Lex Ave Hotel Holdings LLC (the “Lex Ave JV”) based on their respective interests in the San Antonio Loan. On March 3, 2026, following the lenders’ exercise of their foreclosure rights, the Lex Ave JV acquired the San Antonio hotel property that served as the underlying collateral for the San Antonio Loan through a credit bid equal to the aggregate unpaid principal balance of the San Antonio Loan of approximately $40.6 million (the “Lex Ave Hotel Foreclosure”).

Following the Lex Ave Hotel Foreclosure, the Company recognized real estate owned (“REO”) at the lower of the carrying value of the San Antonio Loan and the fair value of the REO, and contributed its 65.0% share of the REO for a 65.0% equity interest in the Lex Ave JV. The Company’s investment in the Lex Ave JV was initially recognized at the fair value of the contributed REO of approximately $24.6 million.

On May 21, 2026, the Lex Ave JV entered into a definitive agreement (the “SA Hotel Sale Agreement”) to sell its San Antonio hotel property for a purchase price of $41.0 million, subject to closing costs and other transaction expenses. Under the terms of the SA Hotel Sale Agreement, the purchaser paid a $4.0 million earnest money deposit upon execution of the SA Hotel Sale Agreement.

On July 30, 2026, the Lex Ave JV entered into an amendment to the SA Hotel Sale Agreement granting the purchaser an exclusive option to acquire the San Antonio hotel property on or before September 30, 2026. In connection with the

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amendment, the $4.0 million earnest money deposit was released and the purchaser made an additional $2.0 million payment, with the remaining purchase price expected to be funded at closing through $3.0 million of purchaser cash and a $32.0 million senior secured loan from the Company and its affiliate co-lender.

On September 29, 2026, the Lex Ave JV entered into a second amendment to the SA Hotel Sale Agreement, extending the closing date to October 9, 2026. In consideration for the extension, the purchaser agreed to make an additional payment of approximately $0.2 million to the Lex Ave JV, which reduced the remaining cash consideration purchase price expected to be received at closing, and to pay approximately $0.4 million in delayed interest and a $0.1 million loan modification fee, both payable directly to the loan agent on behalf of the Company and its affiliate co-lender. The Company recognized its 65.0% share of the delayed interest consideration, or approximately $0.3 million, in other income in the accompanying consolidated statements of operations. The Company’s 65.0% share of the loan modification fee, or $65.0 thousand, was deferred in accounts payable and other liabilities in the accompanying consolidated balance sheets as of September 30, 2026, and will be recognized in interest income over the initial loan term.

On October 9, 2026, the Lex Ave JV completed the sale of the San Antonio hotel property. See Note 17 in these consolidated financial statements for additional information regarding the sale and related financing.

Activity in the Company’s investment in the Lex Ave JV during the nine months ended September 30, 2026 was as follows:

ActivityNine months ended September 30, 2026
Initial contribution of REO$24,635,000
Additional capital contributions1,258,647
Capital distributions(4,042,405)
Equity in losses of unconsolidated real estate joint venture(238,735)
Ending investment balance at September 30, 2026$21,612,507

Additional capital contributions primarily related to funding operating costs and capital requirements of the hotel property. Capital distributions received from the Lex Ave JV primarily consisted of the Company’s share of the release of the earnest money deposit and additional payments the Lex Ave JV received from the purchaser. During the nine months ended September 30, 2026, the Company recognized equity in losses of approximately $0.2 million, representing its 65.0% share of the Lex Ave JV's net loss.

The following table summarizes the Company’s investment in its unconsolidated real estate joint venture as of September 30, 2026 and December 31, 2025:

EntityDate FormedOwnership %As ofSeptember 30, 2026As ofDecember 31, 2025
123 Lex Ave Hotel Holdings LLC2/27/202665%$21,612,507$—
  1. DEBT

Revolving Credit Facility

On November 6, 2024, the Company entered into a Loan and Security Agreement (as amended, the “Revolving Credit Agreement”) with the lenders party thereto and East West Bank, as administrative agent. The Revolving Credit Agreement provides for a senior secured revolving credit facility (the “Revolving Credit Facility”) with initial aggregate commitments of $50.0 million, which may be borrowed, repaid and redrawn, subject to a borrowing base based on eligible loan obligations held by the Company and subject to the satisfaction of other conditions provided under the Revolving Credit Agreement.

During the year ended December 31, 2025, the Company entered into a series of amendments to the Revolving Credit Facility that, among other things, increased the aggregate commitment from $50.0 million to $140.0 million.

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In February 2026, the Company entered into Amendment Number Seven to the Revolving Credit Facility (“Amendment Number Seven”), by and among the Company and certain subsidiaries, as borrowers, the lenders party thereto, and East West Bank, as administrative agent, which, among other things (i) facilitated the entry of an additional lender; (ii) increased the aggregate commitment by $25.0 million, for a total maximum revolver usage of $165.0 million; and (iii) revised the required consent from certain lenders to advance additional funds under the Revolving Credit Agreement. Pursuant to the Revolving Credit Agreement, total commitments may be increased to up to $200.0 million, subject to borrowing base availability and lender participation. The Revolving Credit Facility matures on November 8, 2027.

Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to SOFR plus 2.75%, subject to a SOFR floor of 2.63%, with an additional 0.25% during any Increase Rate Month (as defined in the Revolving Credit Agreement).

The Company is required to pay certain fees under the Revolving Credit Agreement, including a $75.0 thousand annual agent fee and a 0.25% per annum loan fee payable ratably to the lenders on the annual anniversary of the closing date. The Company is also required to pay an unused line fee of 0.25% per annum, payable semi-annually in arrears. Based on the terms of the Revolving Credit Agreement, the unused line fee is waived if the Company’s average revolver usage exceeds the minimum amount required per the Revolving Credit Agreement. Unused line fees were$134.1 thousandand$67.5 thousand during thenine months ended September 30, 2026 and 2025, respectively. In connection with the Revolving Credit Agreement and related amendments, the Company incurred certain closing costs of approximately $0.5 million, which were included in prepaid expenses and other assets on the Company’s consolidated balance sheets and amortized over the life of the Revolving Credit Facility.

The Revolving Credit Facility is guaranteed by certain material subsidiaries of the Company and is secured by substantially all assets of the Company; provided that upon the meeting of certain conditions, the Revolving Credit Facility will be secured only by certain assets of the Company comprising of or relating to loan obligations designed for inclusion in the borrowing base. In addition, the Company is subject to various financial and other covenants, including a liquidity and debt service coverage ratio covenant. As amended, the Revolving Credit Facility requires us to, among other things: (i) maintain liquidity equal to the greater of (A) $5 million and (B) an amount equal to 10% of the outstanding obligations thereunder so long as we maintain at least $5 million in qualified cash, (ii) maintain a quarterly debt service coverage ratio of at least 1.50 to 1.0 and (iii) maintain a leverage ratio of not more than 3.25 x measured as of the end of each fiscal quarter. As of September 30, 2026, the Company was in compliance in all material respects with these covenants.

As of September 30, 2026 and December 31, 2025, outstanding borrowings under the Revolving Credit Facility were $63.7 million and $102.3 million, respectively, and $101.3 million and $37.7 million were available for borrowing as of September 30, 2026 and December 31, 2025, respectively. As of September 30, 2026 and December 31, 2025, the interest rate on the Company’s borrowings under the Revolving Credit Facility was 6.66% and 6.59%, respectively.

In November 2026, the Company entered into Amendment Number Eight to the Revolving Credit Facility in connection with the Merger and other transactions contemplated therein. See Notes 16 and 17 included in these consolidated financial statements for additional information.

SRTF Credit Facility

On December 9, 2024, the Company entered into an unsecured revolving credit agreement (the “SRTF Credit Agreement”) with SRT Finance LLC, an affiliate, as agent and lender. The SRTF Credit Agreement provides for an unsecured revolving credit facility (the “SRTF Credit Facility”) with aggregate commitments of $75.0 million, which may be borrowed, repaid and redrawn, subject to a draw fee and other customary conditions.

Borrowings under the SRTF Credit Facility bear interest at a rate per annum of 8.00%. The SRTF Credit Facility matures on the earlier of (i) May 31, 2028 and (ii) the closing date of certain Refinancing Indebtedness, as defined in the SRTF Credit Agreement. As amended, beginning January 1, 2026, the Company is required to pay a quarterly fee equal to 0.25% of the aggregate commitments ratably to the lenders, payable on the first business day of each quarter; provided that the fee due and payable on April 1, 2028 will be prorated on the basis of a year of 360 days for the actual number of days elapsed from and including April 1, 2028 until and excluding May 31, 2028.

In connection with the SRTF Credit Agreement, the Company incurred approximately $25.5 thousand of deferred financing costs, which are included in prepaid expenses and other assets and are amortized over the term of the facility.

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As of September 30, 2026 and December 31, 2025, outstanding borrowings under the SRTF Credit Facility were $33.1 million and $19.8 million, respectively, and $41.9 million and $55.2 million were available for borrowing as of September 30, 2026 and December 31, 2025, respectively.

The following tables reflect a summary of interest expense incurred during the three and nine months ended September 30, 2026 and 2025:

Three months ended September 30, 2026
Revolving Credit FacilitySRTFCredit FacilityTotal Borrowings
Interest expense$1,085,447$665,100$1,750,547
Unused fee expense116,250—116,250
Amortization of deferred financing costs167,258189,501356,759
Total interest expense$1,368,955$854,601$2,223,556
Three months ended September 30, 2025
Revolving Credit FacilitySRTFCredit FacilityTotal Borrowings
Interest expense$1,239,879$—$1,239,879
Unused fee expense45,577—45,577
Amortization of deferred financing costs151,6421,449153,091
Total interest expense$1,437,098$1,449$1,438,547
Nine months ended September 30, 2026
Revolving Credit FacilitySRTFCredit FacilityTotal Borrowings
Interest expense$4,098,195$2,647,589$6,745,784
Unused fee expense134,071—134,071
Amortization of deferred financing costs488,681568,4381,057,119
Total interest expense$4,720,947$3,216,027$7,936,974
Nine months ended September 30, 2025
Revolving Credit FacilitySRTFCredit FacilityTotal Borrowings
Interest expense$2,423,157$40,249$2,463,406
Unused fee expense67,490—67,490
Amortization of deferred financing costs322,7234,299327,022
Total interest expense$2,813,370$44,548$2,857,918

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  1. COMMITMENTS AND CONTINGENCIES

As of September 30, 2026 and December 31, 2025, the Company had the following commitments to fund various investments:

As ofSeptember 30, 2026As ofDecember 31, 2025
Total loan commitments$313,946,487$420,707,524
Less: drawn commitments(256,727,076)(305,440,623)
Total undrawn commitments$57,219,411$115,266,901

The Company from time to time may be a party to litigation in the normal course of business. The Company investigates these claims as they arise. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. As of September 30, 2026, the Company was not aware of any legal claims that could materially impact its business, financial condition or results of operations.

  1. SHAREHOLDERS’ EQUITY

Preferred Stock

As of September 30, 2026 and December 31, 2025, the Company was authorized to issue up to 10,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), respectively, of which none have been issued. The Board of Directors has the authority, without action by our shareholders, to issue up to 10,000 shares of Preferred Stock in one or more series or classes and to designate the rights, preferences and privileges of each series or class, which may be greater than the rights of common stock. There wereno shares of Preferred Stock designated or outstanding as of September 30, 2026 and December 31, 2025, respectively.

Common Stock

As of September 30, 2026 and December 31, 2025, the Company was authorized to issue up to 50,000,000 shares of common stock, respectively, and issued 13,515,851 and 13,420,986 shares of common stock, respectively.

Shelf Registration Statement

On January 29, 2025, the Company completed a registered public offering of common stock at a public offering price of $12.00 per share (the “January 2025 Offering”), including a partial exercise of the underwriters’ over-allotment option. In aggregate, the Company issued 6,400,000 shares and received total net proceeds of approximately $70.8 million after underwriting discounts and offering expenses.

On August 1, 2025, the Company filed a shelf registration statement on Form S-3 (File No. 333-289188) (the “Shelf Registration Statement”), which was declared effective on August 6, 2025. Under the Shelf Registration Statement, the Company may, from time to time, issue and sell up to $500.0 million of the Company’s common stock, preferred stock, debt securities, warrants and rights (including as part of a unit) to purchase shares of the Company’s common stock or preferred stock.

At-the-Market Offering Program (“ATM Program”)

On August 13, 2025, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) by and among the Company, SUNS Manager and Raymond James & Associates, Inc. (the “Sales Agent”) under which the Company may, from time to time, offer and sell shares of common stock, having an aggregate offering price of up to $50.0 million. Under the terms of the Equity Distribution Agreement, the Company has agreed to pay the Sales Agent a commission of up to 2.0% of the gross sales price of common stock sold through the Sales Agent. Sales of common stock, if any, may be made in transactions that are deemed to be “at-the-market” offerings, as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). There were no shares issued under the ATM Program during thenine months ended September 30, 2026.

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Dividend Reinvestment Plan

On September 3, 2025, the Company established a dividend reinvestment plan (“DRIP”). The DRIP allows shareholders to reinvest all or a portion of their cash dividends in additional shares of the Company’s common stock (which shares, at the Company’s option, are either newly issued directly from the Company or purchased by the plan administrator in the open market). The Company may issue up to 1,000,000 shares of common stock under the DRIP. There wereno shares issued under the DRIP during thenine months ended September 30, 2026.

Stock Incentive Plan

The Company maintains the 2024 Stock Incentive Plan (the “2024 Plan”), which provides for the grant of stock options, stock appreciation rights, restricted stock, stock bonuses, stock units and other forms of awards granted or denominated in the Company’s common stock or units of common stock. The 2024 Plan is intended to provide flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Any award may be structured to be paid or settled in cash. The Company has granted, and currently intends to continue to grant, restricted stock awards to participants in the 2024 Plan, but it may also grant any other type of award available under the 2024 Plan in the future. Persons eligible to receive awards under the 2024 Plan include officers or employees of the Company or any of its subsidiaries, directors of the Company, employees of the Manager and certain directors, consultants and other service providers to the Company or any of its subsidiaries.

During the nine months ended September 30, 2026, the Company’s Board of Directors approved grants of restricted stock to the Company’s directors and certain officers, as well as certain employees of the Manager or its affiliates, with an aggregate of 98,669 shares of restricted stock granted to such eligible persons. The restricted stock awards granted during thenine months ended September 30, 2026 under the 2024 Plan contain vesting periods that vary from immediately, vesting over aone-year period, and vesting over athree-year period, with approximately 33% vesting on each of the first, second and third anniversaries of the vesting commencement date.

During the nine months ended September 30, 2025, the Company’s Board of Directors approved grants of restricted stock to the Company’s directors and certain officers, as well as certain employees of the Manager or its affiliates, with an aggregate of 19,625 shares of restricted stock granted to such eligible persons. The restricted stock awards granted in February 2025 under the 2024 Plan vest over athree-year period, with approximately 33% vesting on each of the first, second and third anniversaries of the vesting commencement date.

As of September 30, 2026, there were 226,819 shares of restricted stock granted, net of forfeitures, under the 2024 Plan.

As of September 30, 2026, the maximum number of shares of the Company’s common stock that may be delivered pursuant to awards under the 2024 Plan (the “Share Limit”) equaled 1,191,122 shares, of which 964,303 shares remained available for future issuance under the 2024 Plan.

Stock Compensation

The following table summarizes the stock-based compensation expense incurred by the Company for the three and nine months ended September 30, 2026 and 2025:

Three months endedSeptember 30,Nine months endedSeptember 30,
2026202520262025
Stock-based compensation$276,114$260,307$943,560$762,994

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Restricted Stock

The fair value of the Company's restricted stock awards is based on the Company's stock price on the date of grant. The following table summarizes restricted stock activity for the Company's directors and officers and employees of the Manager during thenine months ended September 30, 2026:

Number of shares of restricted stockWeighted-average grant date fair value
Balance as of December 31, 2025144,289$12.88
Granted98,6699.34
Vested(65,902)12.15
Forfeited(3,804)9.48
Balance as of September 30, 2026173,252$11.22

The total fair value of shares vested during the nine months ended September 30, 2026 was approximately $0.6 million.

During thenine months ended September 30, 2025,19,625 shares of restricted stock were granted with a weighted-average grant date fair value of $11.78. During thenine months ended September 30, 2025,47,597 shares of restricted stock vested with a weighted-average grant date fair value of $13.43. The total fair value of shares vested during the nine months ended September 30, 2025 was approximately $0.6 million.

As of September 30, 2026, there was approximately $1.2 million of total unrecognized compensation cost related to non-vested restricted stock. That cost is expected to be recognized over a weighted-average period of 1.57 years.

  1. EARNINGS PER SHARE

The following information sets forth the computations of basic and diluted earnings per common share for the three and nine months ended September 30, 2026 and 2025:

Three months endedSeptember 30,Nine months endedSeptember 30,
2026202520262025
Net income$2,883,952$4,054,959$10,213,327$10,512,710
Dividends paid on unvested restricted stock(56,077)(55,606)(156,987)(196,787)
Net income attributable to common shareholders2,827,8753,999,35310,056,34010,315,923
Divided by:
Basic weighted average shares of common stock outstanding13,341,54513,247,03013,330,32812,571,091
Weighted average unvested restricted stock35,47637,05619,29024,665
Diluted weighted average shares of common stock outstanding13,377,02113,284,08613,349,61812,595,756
Basic earnings per common share$0.21$0.30$0.75$0.82
Diluted earnings per common share$0.21$0.30$0.75$0.82

Diluted earnings per common share was computed using the treasury stock method for restricted stock. Diluted earnings per common share excluded 93,921 and 85,874 weighted average shares of unvested restricted stock due to anti-dilutive effectfor the three and nine months ended September 30, 2026, respectively, and 107,684 and 75,622 for the three and nine months ended September 30, 2025, respectively.

  1. INCOME TAX

The Company elected to be taxed as a REIT for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2024. The Company believes that we have been organized in conformity with the requirements for qualification and taxation as a REIT under the U.S. federal income tax laws, and that our method of operation enables us to

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satisfy the requirements for qualification and taxation as a REIT under the U.S. federal income tax laws for such taxable year and thereafter.

So long as the Company qualifies for taxation as a REIT, the Company generally will not be subject to U.S. federal income tax on the portion of our taxable income or capital gain that is distributed to shareholders annually. The Company hadno income tax provision for the three and nine months ended September 30, 2026 and 2025, other than the state franchise taxes discussed below.

For the three and nine months ended September 30, 2026, the Company recognized approximately $0.1 million of income tax expense related to Texas state franchise taxes. No corresponding expense was recognized during the three and nine months ended September 30, 2025. Although the Company generally is not subject to U.S. federal income taxes on income distributed to shareholders as a REIT, it remains subject to certain state and local taxes, including Texas franchise taxes.

For the three and nine months ended September 30, 2026 and 2025, the Company incurredno expense for U.S. federal excise tax. Excise tax represents a 4% tax on the sum of a portion of the Company’s ordinary income and net capital gains not distributed during the period. If it is determined that an excise tax liability exists for the current period, the Company will accrue excise tax on estimated excess taxable income as such taxable income is earned. The expense is calculated in accordance with applicable tax regulations.

The Company doesnot have any unrecognized tax benefits and the Company does not expect that to change in the next 12 months.

  1. FAIR VALUE

Fair Value of Financial Instruments

GAAP requires disclosure of fair value information about financial instruments, whether or not recognized at fair value in the balance sheets, for which it is practicable to estimate that value.

The following table details the carrying value and fair value of the Company’s financial instruments not recognized at fair value in theunaudited interim balance sheets as of September 30, 2026:

As of September 30, 2026
Carrying ValueFair Value
Financial assets:
Cash and cash equivalents$6,042,148$6,042,148
Loans held for investment, net$255,597,626$255,272,392
Investment in unconsolidated real estate joint venture$21,612,507$22,118,430
Financial liabilities:
Line of credit payable$63,700,000$63,700,000
Line of credit payable to affiliate$33,050,000$33,050,000

Cash and cash equivalents have carrying values that approximate their fair values due to the short-term nature of these instruments. The Company categorizes the fair value measurement of these assets as Level 1. The Company's loans held for investment and investment in unconsolidated real estate joint venture are measured using unobservable inputs, or Level 3 inputs.

The carrying values of the Company's outstanding credit facilities approximate their fair values due to the short-term nature of the borrowings and their variable interest rates, which approximate current market rates. The Company categorizes the estimated fair values of its credit facilities as Level 2 within the fair value hierarchy.

  1. RELATED PARTY TRANSACTIONS

Management Agreement

On February 22, 2024, the Company entered into a management agreement (the “Existing Management Agreement”) with SUNS Manager, effective upon the listing of the Company’s common stock. Following the listing of the Company’s

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common stock on July 9, 2024, the Company became managed by its Board of Directors and executive officers and by SUNS Manager, pursuant to the Existing Management Agreement.

At the Merger Effective Time (as defined in Note 16), the Company and SUNS Manager entered into an Amended and Restated Management Agreement (the “A&R Management Agreement” and, together with the Existing Management Agreement, the “Management Agreement”). See Note 17 in these consolidated financial statements for additional information regarding the A&R Management Agreement.

Pursuant to the Management Agreement, the Manager manages the Company’s investment activities and day-to-day operations, subject at all times to the further terms and conditions set forth in the Management Agreement and such further limitations or parameters as may be imposed from time to time by the Board of Directors.

The Manager receives base management fees (the “Base Management Fees”), calculated and payable quarterly in arrears, equal to 0.375% of the Company’s Equity (as defined in the Management Agreement), subject to certain adjustments, including the Temporary Base Management Fee Reduction (as defined in Note 17), less 50% of the aggregate amount of any other fees (“Outside Fees”), including any agency fees relating to the Company’s loans, but excluding the Incentive Compensation (as defined below) and any diligence fees paid to and earned by the Manager and paid by third parties in connection with the Manager’s due diligence of potential loans.

Base Management Fees incurred for the three and nine months ended September 30, 2026 were approximately$0.7 million and $2.1 million, respectively, compared to approximately $0.7 million and $1.4 million for the corresponding periods in 2025. As discussed under “Fee Waiver” below, the Manager waived approximately $0.6 million of Base Management Fees during the nine months ended September 30, 2025, withno waivers during the three months ended September 30, 2025.

In addition to the Base Management Fees, the Manager is entitled to receive incentive compensation (the “Incentive Compensation” or “Incentive Fees”) with respect to each fiscal quarter (or portion thereof that the Management Agreement is in effect) based upon the Company’s achievement of targeted levels of Core Earnings. “Core Earnings” is defined in the Management Agreement as, for a given period, the net income (loss) for such period, computed in accordance with GAAP, excluding (i) non-cash equity compensation expense, (ii) Incentive Compensation, (iii) depreciation and amortization, (iv) any unrealized gains or losses or other non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income and (v) one-time events pursuant to changes in GAAP and certain non-cash charges, in each case after discussions between the Manager and the Company’s independent directors and approval by a majority of the independent directors.

Incentive Fees incurred for thethree and nine months ended September 30, 2026 were zero and approximately$1.1 million, respectively. Incentive Fees incurred for thethree and nine months ended September 30, 2025 were approximately$0.4 million. As discussed under “Fee Waiver” below, the Manager waived zero and $0.5 million of Incentive Fees for the three and nine months ended September 30, 2025, respectively.

Fee Waiver

From time to time, the Manager may waive fees it would otherwise be entitled to under the terms of the Management Agreement. The Manager agreed to waive (i) the inclusion of the net proceeds from the January 2025 Offering in the Company’s Equity for purposes of calculating the management fee until the earlier of (a) December 31, 2025 and (b) the quarter in which the total amount of the net proceeds of the January 2025 Offering have been utilized to fund loans in our portfolio and (ii) an additional $1.0 million in fees.

For the three and nine months ended September 30, 2026, no Base Management Fees or Incentive Fees were waived. For the three and nine months ended September 30, 2025, Base Management Fees waived were zero and$0.6 million, respectively, and Incentive Fees waived were zero and $0.5 million, respectively.

Administrative Services Agreement

In July 2024, SUNS Manager entered into the Administrative Services Agreement with TCG Services LLC, an affiliate of SUNS Manager. The Administrative Services Agreement sets forth the terms on which TCG Services LLC will provide SUNS certain administrative services, including providing personnel, office facilities, information technology and other equipment and legal, accounting, human resources, clerical, bookkeeping and record keeping services at such facilities as well as other services.

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Services Agreement

In July 2024, SUNS Manager entered into a Services Agreement with SRT Group LLC, an affiliate of SUNS Manager and certain officers. The Services Agreement sets forth the terms on which SRT Group LLC will provide SUNS the services of its investment personnel.

The Company is required to pay all of its allocable costs and expenses and reimburse the Manager or its affiliates for such expenses paid or incurred on behalf of the Company by the Manager or its affiliates, excepting only those expenses that are specifically the responsibility of the Manager pursuant to the Management Agreement.

The following table summarizes the related party costs incurred by the Company for thethree and nine months ended September 30, 2026 and 2025:

Three months endedSeptember 30,Nine months endedSeptember 30,
2026202520262025
Affiliate costs
Base management fees, net of waivers$690,547$697,936$2,084,453$1,387,076
Incentive fees earned, net of waivers—374,3381,120,225374,338
General and administrative expenses reimbursable to Manager815,494565,4122,120,4121,710,239
Professional fees reimbursable to Manager32,38219,66886,82437,562
Total$1,538,423$1,657,354$5,411,914$3,509,215

Amounts payable to the Manager as of September 30, 2026 and December 31, 2025 were approximately$1.7 million and$1.0 million, respectively, and are recorded within accrued management and incentive fees and accrued direct administrative expenses in the Company’s consolidated Balance Sheets.

The Manager is beneficially owned by certain officers and directors as of the date ofthis Quarterly Report on Form 10-Q.

Investments in Loans and Unconsolidated Real Estate Joint Venture

From time to time, the Company may co-invest with other investment vehicles managed by the SUNS Manager or its affiliates, including by means of splitting loans, participating in loans or other means of syndicating loans. The Company is not obligated to provide, nor has it provided, any financial support to the other managed investment vehicles. As such, the Company’s risk is limited to the carrying value of its investment in any such loan. Additionally, SUNS Manager or its affiliates, including TCG RE Agent, may from time to time serve as administrative and collateral agents to the lenders under the loans in the Company’s portfolio. As of September 30, 2026, there were 12 co-invested loans held by the Company and affiliates of the Company.

In February 2026, the Company formed a joint venture with an affiliate co-lender to acquire the San Antonio hotel property that served as the underlying collateral for the San Antonio Loan. The Company holds a 65.0% ownership interest in the joint venture. Refer to Note 6 for more information.

Unsecured Revolving Credit Facility with Affiliate

The Company maintains an unsecured revolving credit facility with SRT Finance LLC, an affiliate of the Company. Refer to Note 7 for more information.

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  1. DIVIDENDS AND DISTRIBUTIONS

The following table summarizes the Company’s dividends declared during the nine months ended September 30, 2026 and 2025:

Declaration DateRecord DatePayment DatePer Common Share Distribution AmountTotal Distribution Amount
Regular cash dividend3/4/20253/31/20254/15/2025$0.30$4,026,448
Regular cash dividend6/13/20256/30/20257/15/20250.304,026,353
Regular cash dividend9/15/20259/30/202510/15/20250.304,026,296
2025 Period Subtotal$0.90$12,079,097
Regular cash dividend3/10/20263/31/20264/15/2026$0.30$4,055,897
Regular cash dividend6/15/20266/30/20267/15/20260.304,055,220
Regular cash dividend9/15/20269/30/202610/15/20260.304,054,755
2026 Period Subtotal$0.90$12,165,872

On October 23, 2026, pursuant to the Merger Agreement, the Company’s Board of Directors authorized a prorated dividend on the Company’s common stock. See Note 17 included in these consolidated financial statements for additional information.

  1. REPORTABLE SEGMENTS

ASC 280, Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. The Company is an institutional lender that provides debt capital solutions to CRE markets in the Southern United States, with a primary focus on opportunities in Arizona, Florida, Georgia, Nevada, North Carolina, South Carolina, Tennessee and Texas. The Company generates revenue from originating and investing in secured CRE loans and providing capital to high-quality borrowers and sponsors with transitional business plans collateralized by CRE assets with opportunities for near-term value creation, as well as recapitalization opportunities. The accounting policies of the institutional lending segment are the same as those described in the summary of significant accounting policies.

The presentation of financial results asone reportable segment is consistent with the way the Company operates its business and is consistent with the manner in which the Company’s Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, evaluates performance and makes resource and operating decisions for the business. The Company has no operations outside of the United States. The Company’s portfolio exhibits similar economic characteristics, similar yields and is operated using consistent business strategies. The Company operates asone operating segment and hasone reportable operating segment for activities related to institutional lending.

The CODM assesses performance and evaluates the allocation of resources of the Company on a consolidated basis, based on the Company’s net income, which is reported on the Company’s consolidated statements of operations. The CODM is regularly provided with only the consolidated expenses, as noted on the consolidated statement of operations. Significant segment expenses are listed on the accompanying consolidated statement of operations. The measure of segment assets is reported on the consolidated balance sheets as total assets.

The CODM uses net income to evaluate income generated from segment assets and in deciding the amount of dividends to be distributed, as well as using net income as a basis for evaluating lender terms for CRE loans with borrowers and sponsors.

Interest income earned on the Company’s portfolio was concentrated with three borrowers each comprising more than 10% of consolidated interest income for an aggregate amount of $3.0 million, or 38%, of consolidated interest income during the three months ended September 30, 2026. Interest income earned on the Company’s portfolio was concentrated with six borrowers each comprising more than 10% of consolidated interest income for an aggregate amount of $6.1 million, or 81%, of consolidated interest income during the three months ended September 30, 2025.

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Interest income earned on the Company’s portfolio was concentrated with two borrowers each comprising more than 10% of consolidated interest income for an aggregate amount of $7.6 million, or 29%, of consolidated interest income during the nine months ended September 30, 2026. Interest income earned on the Company’s portfolio was concentrated with six borrowers each comprising more than 10% of consolidated interest income for an aggregate amount of $16.0 million, or 83%, of consolidated interest income during the nine months ended September 30, 2025.

  1. MERGER AGREEMENT

On August 5, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Southern Realty Trust Inc. (“SRT”), pursuant to which SRT merged with and into Sunrise Merger Sub, LLC (“Merger Sub”), a Maryland limited liability company and a wholly owned subsidiary of SUNS, with Merger Sub continuing as the surviving entity (the “Merger”). The Merger was completed on November 5, 2026 (the “Merger Effective Time”). Under the terms of the Merger Agreement, each outstanding share of SRT common stock, par value $0.01 per share, was converted into the right to receive (i)1.45 shares, or approximately 8.5 million shares in the aggregate, of the Company’s common stock and (ii) from the Manager, an amount in cash per share equal to $0.05.

The following table presents the calculation of the purchase price consideration:

Equity consideration:
Total shares of SRT common stock outstanding as of September 4, 20265,837,900
Exchange ratio1.45
Number of shares of SUNS common stock to be issued8,464,977
SUNS share price(1)$6.68
Preliminary purchase price consideration for SRT's shares outstanding$56,546,046
Fair value of replacement shares for SRT's restricted stock awards attributable to post-combination service(2)(240,503)
Total preliminary purchase price consideration$56,305,543

(1)Reflects the last reported sale price of SUNS Common Stock (NASDAQ: SUNS) on November 5, 2026.

(2)Represents the estimated fair value of replacement restricted stock awards attributable to post-combination service. Such amount is excluded from purchase price consideration and will be recognized as stock-based compensation expense over the applicable post-combination service period.

As of the Merger Effective Time, the size of the Company’s Board of Directors increased by one member (the “SRT Director Designee”) and the SRT Director Designee was appointed to the Company’s Board of Directors.

In connection with the Merger, the Company incurred approximately $0.9 million of Merger-related expenses during the three and nine months ended September 30, 2026, primarily consisting of legal, accounting, advisory and other professional fees. These costs are included in merger costs in the accompanying consolidated statements of operations.

On November 5, 2026, the Merger was completed pursuant to the terms of the Merger Agreement. As the Merger was completed subsequent to September 30, 2026, and due to the proximity of the Merger Effective Time to the date of issuance of the consolidated financial statements, the initial acquisition accounting remains incomplete.

See Note 17 to these consolidated financial statements for additional information regarding the Merger.

  1. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the consolidated financial statements were issued. There were no material subsequent events, other than those described below, that required disclosure in these unaudited interim financial statements.

Loan Portfolio Recent Updates

In October 2026, the Company entered into a $2.1 million senior secured construction loan for an additional residential development in Park City, Utah, in which the Company has an existing participation interest as previously disclosed, which was fully funded at closing. The loan bears interest at rate of Prime plus 3.25%, and matures on December 1, 2028.

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Sale of San Antonio Hotel Property

On October 9, 2026, the Lex Ave JV, in which the Company holds a 65% ownership interest, completed the sale of the San Antonio hotel property for a contractual purchase price of $41.0 million, subject to closing costs and transaction expenses. The transaction was financed through a combination of $9.0 million in cash paid by the buyer and $32.0 million in seller financing provided by the Company and its affiliated co-lender.

In connection with the sale, the Company and its affiliated co-lender originated a senior secured mortgage loan collateralized by the hotel property. The Company’s 65% participation in the loan represents a gross principal balance of $20.8 million, with an original issue discount of approximately $0.3 million. The loan bears interest at a fixed annual rate of 8.0% through July 31, 2027, increasing to 9.0% through July 31, 2028, and 10.0% thereafter until maturity. The loan has an initial maturity date of July 31, 2028, with an option to extend the maturity date to July 30, 2029, subject to certain conditions.

As a result of the sale, the Company expects to recognize a loss of approximately $0.9 million, primarily attributable to working capital adjustments and the allocation of losses from the Lex Ave JV, partially offset by cash proceeds received in connection with delayed interest payments and loan modification fees collected.

Stock Repurchase Program

On October 12, 2026, the Company's Board of Directors authorized a stock repurchase program (the "Repurchase Program") pursuant to which, effective as of the Merger Effective Time, the Company may repurchase up to $20.0 million of its outstanding common stock through December 31, 2027. No shares were repurchased under the Repurchase Program as of the date the consolidated financial statements were available to be issued.

The timing and amount of repurchases will depend on market conditions, share price, liquidity and other factors. The Repurchase Program does not obligate the Company to repurchase any specific number of shares or dollar amount and may be modified, suspended or terminated at any time.

Merger with Southern Realty Trust Inc.

On October 23, 2026, the Company held a special meeting of the Company’s shareholders (such meeting, the “Special Meeting”). At the Special Meeting, the Company’s shareholders approved the issuance of approximately 8.5 million shares of the Company’s common stock. Approval of the Merger by SRT shareholders was obtained at SRT’s special meeting of shareholders on October 23, 2026.

On October 23, 2026, pursuant to the Merger Agreement, the Company’s Board of Directors authorized a prorated dividend on the Company’s common stock in the amount of $0.09 per share, or approximately $1.2 million (the “Stub Period Dividend”) for the calendar quarter in which the closing of the Merger occurs. The Stub Period Dividend was paid on November 5, 2026 to shareholders of record at the close of business on November 2, 2026.

On November 5, 2026, the Merger was completed pursuant to the terms of the Merger Agreement. At the Merger Effective Time, each outstanding share of SRT common stock, par value $0.01 per share, was converted into the right to receive (i)1.45 shares of common stock and (ii) from SUNS Manager, an amount in cash per share equal to $0.05. No fractional shares of common stock were issued in connection with the Merger. As a result, the Company issued 8,464,977 shares of common stock as consideration for the Merger resulting in 21,980,828 shares of common stock issued and outstanding as of the Merger Effective Time.

As of the issuance date of these consolidated financial statements, the Company has not completed its determination of the acquisition-date fair values of the identifiable assets acquired and liabilities assumed. Accordingly, the initial accounting for the merger remains incomplete.

Amended and Restated Management Agreement

At the Merger Effective Time, the Company and SUNS Manager entered into an Amended and Restated Management Agreement (the “A&R Management Agreement”). The A&R Management Agreement supersedes and replaces the Existing Management Agreement.

The A&R Management Agreement includes the following terms and provisions:

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reduces the incentive compensation hurdle rate from 2.0% per fiscal quarter and 8.0% per fiscal year under the Existing Management Agreement to 1.75% per fiscal quarter and 7.0% per fiscal year, respectively;

reduces SUNS Manager’s incentive compensation from 20% to 17.5% of applicable Core Earnings (as defined therein) and revises the related catch-up threshold from 166 2/3% to 153.85% of the hurdle amount;

removes Section 15 (internalization of the SUNS Manager);

provides for an initial term of one year from the effective date of the A&R Management Agreement, after which the A&R Management Agreement will renew automatically for successive one-year periods unless earlier terminated or not renewed in accordance with its terms; and

provides for a temporary reduction in the base management fee of $250,000 per quarter for each of the first four quarters following the effective date of the A&R Management Agreement, beginning with the first full fiscal quarter thereafter (the “Temporary Base Management Fee Reduction”).

Revolving Credit Facility Amendment

On November 5, 2026, the Company entered into Amendment Number Eight to the Revolving Credit Facility (“Amendment Number Eight”), by and among the Company and certain subsidiaries, as borrowers, the lenders party thereto, and East West Bank, as administrative agent, which, among other things, in connection with the Merger and other transactions contemplated therein: (i) provided the administrative agent’s and lenders’ consent to the Merger and the other transactions contemplated therein; (ii) facilitated the entry of Merger Sub as a guarantor under the Amendment Number Eight and related loan documents; (iii) expanded the eligible assets for inclusion in the borrowing base; and (iv) required the Company to pay a one-time amendment fee.

ContentsView on SEC.gov

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