Sunrise Realty Trust, Inc.

From time to time, we may become involved in litigation or other legal proceedings relating to claims arising from the ordinary course of business. Furthermore, third parties may try to seek to impose liability on us in connection with our loans. As of September 30, 2026, we were not subject to any material pending legal proceedings to which we are a party or any of our assets are subject.

Merger Litigation

On September 23, 2026, a purported stockholder of the Company filed a complaint against us and our board of directors, captioned Miller v. Sunrise Realty Trust, Inc., et al., Index No 655415/2026 (N.Y. Sup. Ct.) (the “Miller Complaint”). on September 24, 2026, a purported stockholder of the Company filed a complaint against us and our board of directors captioned Smith v. Sunrise Realty Trust, Inc., et al., Index No 655426/2026 (N.Y. Sup. Ct.) (the “Smith Complaint” and together with the Miller Complaint, the “Complaints”). In addition, we have received demand letters from purported stockholders of the Company, generally alleging omissions or misstatements in the disclosures in the proxy statement requesting that we file additional disclosures (the demand letters are collectively referred to as the “Stockholder Letters” and collectively with the Complaints, the “Litigation Matters”).

We believe the claims asserted in the Litigation Matters are without merit and expressly deny all allegations in Litigation Matters, including that any additional disclosure was or is required. However, in order to moot certain plaintiffs’ disclosure claims in the Litigation Matters, avoid the risk of the Litigation Matters delaying or adversely affecting the Merger and minimize the costs, risks and uncertainties inherent in litigation, and without admitting liability or wrongdoing, we voluntarily made supplemental disclosures to the proxy statement on October 13, 2026.