suns-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-41971

SUNRISE REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)


Maryland						93-3168928
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

525 Okeechobee Blvd., Suite 1650, West Palm Beach, FL 33401

(Address of principal executive offices) (Zip Code)

(561) 530-3315

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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, $0.01 par value per share	SUNS	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒


Class			Outstanding at May 8, 2026
Common stock, $0.01 par value per share			13,518,205

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SUNRISE REALTY TRUST, INC.

TABLE OF CONTENTS

INDEX


Part I.	Financial Information
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 202 5	1
	Consolidated Statements of Operations for the three months ended March 31, 2026 and 202 5 (unaudited)	2

	Consolidated Statements of Shareholders' Equity for the three months ended March 31, 2026 and 202 5 (unaudited)	3
	Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 202 5 (unaudited)	4
	Consolidated Notes to the Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	35
Part II.	Other Information	35
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
	Signatures	37

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SUNRISE REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS


	As of
	March 31, 2026		December 31, 2025
	(unaudited)
Assets


Loans held for investment at carrying value, net	$	296,841,030	$	302,674,743

Current expected credit loss reserve	(322,786)		(1,891,170)
Loans held for investment at carrying value, net of current expected credit loss reserve	296,518,244		300,783,573

Cash and cash equivalents	5,658,839		6,445,328

Interest receivable	2,571,173		2,264,133

Investment in unconsolidated real estate joint venture	24,635,000		—
Prepaid expenses and other assets	647,696		735,230
Total assets	$	330,030,952	$	310,228,264

Liabilities

Accrued interest	$	1,080,911	$	730,644

Dividends payable	4,055,897		4,026,296
Current expected credit loss reserve	228,826		178,066
Accrued management and incentive fees	1,635,136		692,716
Accrued direct administrative expenses	633,432		282,296
Accounts payable and other liabilities	466,954		355,865

Line of credit payable	88,050,000		102,250,000
Line of credit payable to affiliate	51,350,000		19,750,000
Total liabilities	147,501,156		128,265,883
Commitments and contingencies (Note 8)
Shareholders' equity

Preferred stock, par value $0.01 per share, 10,000 shares authorized at March 31, 2026 and December 31, 2025 and 0 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	—		—
Common stock, par value $0.01 per share, 50,000,000 shares authorized at March 31, 2026 and December 31, 2025 and 13,519,655 and 13,420,986 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	135,197		134,210
Additional paid-in capital	187,114,464		186,745,489

Accumulated (deficit) earnings	(4,719,865)		(4,917,318)
Total shareholders' equity	182,529,796		181,962,381

Total liabilities and shareholders' equity	$	330,030,952	$	310,228,264

See accompanying notes to the unaudited interim consolidated financial statements

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SUNRISE REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended March 31,
		2026		2025
Revenue
Interest income		$	10,272,686	$	4,958,523
Interest expense		(2,967,637)		(336,159)
Net interest income		7,305,049		4,622,364
Expenses
Management and incentive fees		1,635,136		—
General and administrative expenses		743,099		753,126

Stock-based compensation		369,962		243,621
Professional fees		243,219		408,532
Total expenses		2,991,416		1,405,279
Provision for current expected credit losses		(60,283)		(117,648)




Net income before income taxes		4,253,350		3,099,437
Income tax expense		—		—
Net income		$	4,253,350	$	3,099,437

Earnings per common share:
Basic		$	0.32	$	0.27
Diluted		$	0.32	$	0.27

Weighted average number of common shares outstanding:
Basic		13,319,225		11,208,015
Diluted		13,325,211		11,221,016

See accompanying notes to the unaudited interim consolidated financial statements

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SUNRISE REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(unaudited)


Three Months Ended March 31, 2026
		Common Stock			Additional Paid-In Capital		Accumulated Earnings (Deficit)		Total Shareholders' Equity
	Shares	Amount
Balance as of December 31, 2025		13,420,986	$	134,210	$	186,745,489	$	(4,917,318)	$	181,962,381

Stock-based compensation		98,669	987		368,975		—		369,962
Dividends declared on common shares ($0.30 per share)		—	—		—		(4,055,897)		(4,055,897)
Net income		—	—		—		4,253,350		4,253,350
Balance as of March 31, 2026		13,519,655	$	135,197	$	187,114,464	$	(4,719,865)	$	182,529,796


Three Months Ended March 31, 2025
		Common Stock			Additional Paid-In Capital		Accumulated Earnings (Deficit)		Total Shareholders' Equity
	Shares	Amount
Balance as of December 31, 2024		7,004,676	$	70,047	$	115,022,034	$	(954,334)	$	114,137,747
Stock-based compensation, net of forfeitures		16,818	168		243,453		—		243,621
Dividends declared on common shares ($0.30 per share)		—	—		—		(4,026,448)		(4,026,448)
Issuance of common stock, net of offering costs		6,400,000	64,000		71,289,741		—		71,353,741

Net income		—	—		—		3,099,437		3,099,437
Balance as of March 31, 2025		13,421,494	$	134,215	$	186,555,228	$	(1,881,345)	$	184,808,098

See accompanying notes to the unaudited interim consolidated financial statements

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SUNRISE REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
	2026		2025
Operating activities:
Net income	$	4,253,350	$	3,099,437
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for current expected credit losses	60,283		117,648

Amortization of deferred financing costs	344,109		68,050

Accretion of deferred loan original issue discount and premium, net	(1,129,036)		(292,672)
Stock-based compensation	369,962		243,621
Interest drawn on loans	(4,124,684)		(3,740,082)
PIK interest	(32,847)		—

Changes in operating assets and liabilities:

Interest receivable	(307,040)		(534,325)

Prepaid expenses and other assets	(23,772)		378,337

Accrued interest	350,267		680
Accrued management and incentive fees	942,420		(393,063)
Accrued direct administrative expenses	351,136		(75,137)
Accounts payable and other liabilities	111,089		212,915
Net cash provided by (used in) operating activities	1,165,237		(914,591)

Cash flows from investing activities:
Issuance of and fundings on loans	(85,191,929)		(104,743,576)





Principal repayment of loans	70,099,302		9,015,769
Net cash used in investing activities	(15,092,627)		(95,727,807)

Cash flows from financing activities:

Proceeds from sale of common stock	—		72,588,000

Payment of offering costs - equity offering	—		(313,421)

Payment of financing costs	(232,803)		(34,207)

Borrowings on revolving credit facilities	87,100,000		81,060,000
Repayment of revolving credit facilities	(69,700,000)		(236,700,000)
Dividends paid to common shareholders	(4,026,296)		(2,941,964)

Net cash provided by (used in) financing activities	13,140,901		(86,341,592)

Net decrease in cash and cash equivalents	(786,489)		(182,983,990)
Cash and cash equivalents, beginning of period	6,445,328		184,626,770
Cash and cash equivalents, end of period	$	5,658,839	$	1,642,780

Supplemental disclosure of non-cash activity:


OID withheld from funding of loans	$	903,135	$	1,412,778

Non-cash investment in unconsolidated real estate joint venture	$	24,635,000	$	—



Dividends declared and not yet paid	$	4,055,897	$	4,026,448
Offering costs included in accounts payable and other liabilities	$	—	$	920,838


Supplemental information:
Interest paid during the period	$	2,273,261	$	267,429
Income taxes paid during the period	$	—	$	—

See accompanying notes to the unaudited interim consolidated financial statements

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SUNRISE REALTY TRUST, INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026

(unaudited)

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 in

SEC Form 10-Q filed by Sunrise Realty Trust Inc.