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Item 1. Financial Statements

2025-11-13 compared with 2025-08-07 · 179 added, 135 removed, 548 unchanged (36% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Loans held for investment at carrying value, net $ 250,378,727 $ 130,733,630

16 unchanged sentences

Shareholders' equity

Preferred stock, par value $ 0.01 per share, 10,000 shares authorized at June 30, 2025 and December 31, 2024 and 0 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Common stock, par value $ 0.01 per share, 50,000,000 shares authorized at June 30, 2025 and December 31, 2024 and 13,421,176 and 7,004,676 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Preferred stock, par value $ 0.01 per share, 10,000 shares authorized at September 30, 2025 and December 31, 2024 and 0 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Common stock, par value $ 0.01 per share, 50,000,000 shares authorized at September 30, 2025 and December 31, 2024 and 13,420,986 and 7,004,676 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

134,210 70,047

7 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

Total expenses 2,195,072 1,486,897 5,443,011 2,144,837

(Provision for) reversal of current expected credit losses ( 468,493 ) ( 71,854 ) ( 586,141 ) ( 71,854 )

Reversal of (provision for) current expected credit losses 193,865 47,527 ( 392,276 ) ( 24,327 )

Net income before income taxes 4,054,959 1,738,363 10,512,710 5,014,451

10 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Three months ended June 30, 2025

Three months ended September 30, 2025

Member's Equity Common Stock Additional Paid-In Capital Accumulated Earnings (Deficit) Total Shareholders' Equity

Shares Amount

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

Issuance of common stock, net of offering costs — — — ( 76,524 ) — ( 76,524 )

Balance as of June 30, 2025 $ — 13,421,176 $ 134,212 $ 186,737,773 $ ( 2,549,384 ) $ 184,322,601

Stock-based compensation, net of forfeitures — ( 190 ) ( 2 ) 260,309 — 260,307

2 unchanged sentences

Net income — — — — 4,054,959 4,054,959

Balance as of June 30, 2025 $ — 13,421,176 $ 134,212 $ 186,737,773 $ ( 2,549,384 ) $ 184,322,601

Three months ended June 30, 2024

Balance as of September 30, 2025 $ — 13,420,986 $ 134,210 $ 186,998,082 $ ( 2,520,721 ) $ 184,611,571

Three months ended September 30, 2024

Member's Equity Common Stock Additional Paid-In Capital Accumulated Earnings (Deficit) Total Shareholders' Equity

Shares Amount

Balance as of March 31, 2024 $ — 100 $ 1 $ 45,399,999 $ 1,996,967 $ 47,396,967

Net income — — — — 1,513,743 1,513,743

Balance as of June 30, 2024 $ — 100 $ 1 $ 45,399,999 $ 3,510,710 $ 48,910,710

Stock-based compensation — 36,363 364 148,275 — 148,639

Dividends declared on common shares ($ 0.63 per share)

— — — — ( 4,362,999 ) ( 4,362,999 )

Issuance of common stock in connection with the Spin-Off — 6,888,932 68,889 69,296,288 — 69,365,177

Net transfers and distributions (to) from Former Parent — — — — ( 3,661,080 ) ( 3,661,080 )

Net income — — — — 1,738,363 1,738,363

Balance as of September 30, 2024 $ — 6,925,395 $ 69,254 $ 114,844,562 $ ( 2,775,006 ) $ 112,138,810

See accompanying notes to the consolidated financial statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Six months ended June 30, 2025

Nine months ended September 30, 2025

Member's Equity Common Stock Additional Paid-In Capital Accumulated Earnings (Deficit) Total Shareholders' Equity

6 unchanged sentences

Net income — — — — 10,512,710 10,512,710

Balance as of June 30, 2025 $ — 13,421,176 $ 134,212 $ 186,737,773 $ ( 2,549,384 ) $ 184,322,601

Six months ended June 30, 2024

Balance as of September 30, 2025 $ — 13,420,986 $ 134,210 $ 186,998,082 $ ( 2,520,721 ) $ 184,611,571

Nine months ended September 30, 2024

Member's Equity Common Stock Additional Paid-In Capital Accumulated Earnings (Deficit) Total Shareholders' Equity

1 unchanged sentence

Balance as of December 31, 2023 $ 31,234,622 — $ — $ — $ — $ 31,234,622

Net transfers and distributions from (to) Former Parent — — — 14,400,000 — 14,400,000

Effect of corporate conversion on member's equity ( 31,234,622 ) 100 1 30,999,999 234,622 —

Stock-based compensation — 36,363 364 148,275 — 148,639

Dividends declared on common shares ($ 0.63 per share)

— — — — ( 4,362,999 ) ( 4,362,999 )

Issuance of common stock in connection with the Spin-Off — 6,888,932 68,889 69,296,288 — 69,365,177

Net transfers and distributions from (to) Former Parent — — — 14,400,000 ( 3,661,080 ) 10,738,920

Net income — — — — 5,014,451 5,014,451

Balance as of June 30, 2024 $ — 100 $ 1 $ 45,399,999 $ 3,510,710 $ 48,910,710

Balance as of September 30, 2024 $ — 6,925,395 $ 69,254 $ 114,844,562 $ ( 2,775,006 ) $ 112,138,810

See accompanying notes to the consolidated financial statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

Nine months ended

September 30,

Operating activities:

34 unchanged sentences

Dividends declared and not yet paid $ 4,026,296 $ 4,362,999

Offering costs included in accounts payable and other liabilities $ 854,894 $ —

Supplemental information:

4 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2025

As of September 30, 2025

Sunrise Realty Trust, Inc.

7 unchanged sentences

The Company consolidates all of its subsidiaries, which are consolidated within the Company’s consolidated financial statements.

The Company intends to elect 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 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.

On July 9, 2024, Advanced Flower Capital Inc.

(f/k/a AFC Gamma, Inc.) (“AFC” or the “Former Parent”) announced the completion of the previously announced separation (the “Separation”) and spin-off of AFC’s CRE portfolio into an independent, publicly traded company, SUNS (the “Spin-Off”).

(“AFC” or the “Former Parent”) announced the completion of the previously announced separation (the “Separation”) and spin-off of AFC’s CRE portfolio into an independent, publicly traded company, SUNS (the “Spin-Off”).

The Spin-Off was effected by the transfer of AFC’s CRE portfolio from AFC to SUNS and the distribution of all of the outstanding shares of SUNS’ common stock, par value $ 0.01 per share (the “Common Stock”) to all of AFC’s shareholders of record (the “Distribution”) as of the close of business on July 8, 2024 (the “Record Date”).

19 unchanged sentences

The historical financial statements of the Company for the periods prior to the completion of the Spin-Off are prepared from AFC’s historical accounting records and are presented on a standalone basis as if the Company’s operations have been conducted independently from AFC.

This Quarterly Report on Form 10-Q includes financial information of the Company through July 9, 2024 (prior to consummation of the Separation, the Distribution and the Spin-Off) and the period from July 9, 2024 to June 30, 2025 (from and after consummation of the Separation, the Distribution and the Spin-Off), and does not fully reflect what the Company’s results of operations, cash flows and financial condition would have been had it been an independent company for prior periods presented.

This Quarterly Report on Form 10-Q includes financial information of the Company through July 9, 2024 (prior to consummation of the Separation, the Distribution and the Spin-Off) and the period from July 9, 2024 to September 30, 2025 (from and after consummation of the Separation, the Distribution and the Spin-Off), and does not fully reflect what the Company’s results of operations, cash flows and financial condition would have been had it been an independent company for prior periods presented.

The aggregate net effect of transactions between the Company and related parties that hav e been historically settled other than in cash are reflected in the Balance Sheets as Member’s Equity and Shareholder’s Equity and in the Statements of Cash Flows as Net Transfers and Distributions From (to) Former Parent.

7 unchanged sentences

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

15 unchanged sentences

LOANS HELD FOR INVESTMENT AT CARRYING VALUE

As of June 30, 2025 and December 31, 2024, t he Company’s portfolio included thirteen and nine loans held at carrying value, respectively.

The aggregate originated commitment under these loans was approximately $ 360.2 million and $ 190.9 million, resp ectively, and outstanding principal was approximately $ 251.0 million and $ 132.6 million, respectively, as of June 30, 2025 and December 31, 2024.

During the six months ended June 30, 2025, the Company funded approximately $ 130.0 million of new loans and additional principal on existing loans and had approximately $ 11.5 million of principal repayments of loans held at carrying value.

As of June 30, 2025 and December 31, 2024, approximately 86 % and 79 % , respectively, of the Company’s loans held at carrying value had floating interest rates.

As of June 30, 2025, t hese floating benchmark rates included one-month Secured Overnight Financing Rate (“SOFR”) quoted at 4.3 % and subject to a weighted average floor of 4.1 % and U.S.

As of September 30, 2025 and December 31, 2024, t he Company’s portfolio included thirteen and nine loans held at carrying value, respectively.

The aggregate originated commitment under these loans was approximately $ 367.0 million and $ 190.9 million, resp ectively, and outstanding principal was approximately $ 253.0 million and $ 132.6 million, respectively, as of September 30, 2025 and December 31, 2024.

During the nine months ended September 30, 2025, the Company funded approximately $ 163.1 million of new loans and additional principal on existing loans and had approximately $ 42.7 million of principal repayments of loans held at carrying value.

As of September 30, 2025 and December 31, 2024, approximately 96 % and 79 % , respectively, of the Company’s loans held at carrying value had floating interest rates.

As of September 30, 2025, t hese floating benchmark rates included one-month Secured Overnight Financing Rate (“SOFR”) quoted at 4.1 % and subject to a weighted average floor of 4.1 % and U.S.

prime rate subject to a weighted average floor of 8.0 % and quoted at 7.25 % based on outstanding principal.

The following tables summarizes the Company’s loans held at carrying value as of June 30, 2025 and December 31, 2024:

As of June 30, 2025

The following tables summarizes the Company’s loans held at carrying value as of September 30, 2025 and December 31, 2024:

As of September 30, 2025

Principal (1)

14 unchanged sentences

(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 June 30, 2025 and December 31, 2024 .

(2) Weighted average remaining life is calculated based on the carrying value of each respective group of loans as of September 30, 2025 and December 31, 2024 .

(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 six months ended June 30, 2025:

The following table presents changes in loans held at carrying value as of and for the nine months ended September 30, 2025:

Principal Original Issue

6 unchanged sentences

PIK interest 24,018 — 24,018

Total loans held at carrying value at June 30, 2025 $ 250,995,522 $ ( 2,658,510 ) $ 248,337,012

A more detailed listing of the Company’s loans held at carrying value portfolio based on information available as of June 30, 2025 is as follows:

Total loans held at carrying value at September 30, 2025 $ 252,987,103 $ ( 2,608,376 ) $ 250,378,727

A more detailed listing of the Company’s loans held at carrying value portfolio based on information available as of September 30, 2025 is as follows:

Loan Type Location Outstanding

18 unchanged sentences

Residential Park City, UT 2,017,729 ( 195,674 ) 1,822,055 11.25 % (13)

Subordinate debt:

Residential Sarasota, FL 24,705,249 ( 162,086 ) 24,543,163 13.00 % (14)

Residential Miami, FL 13,716,216 ( 175,000 ) 13,541,216 8.88 % (14)

9/25/2028 I/O

Subordinate debt:

Residential Miami, FL 10,552,110 ( 90,278 ) 10,461,832 13.25 % (15)

22 unchanged sentences

prime floor of 8.00 %).

(14) Base interest rate of 13.00 %.

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

(15) Base interest rate of 13.25 %.

1 unchanged sentence

CURRENT EXPECTED CREDIT LOSSES

As of June 30, 2025 and December 31, 2024, the Company’s CECL Reserve for its loans held at carrying value was approximately $ 0.6 million and $ 40.2 thousand, respectively, or 0.25 %, and 0.03 %, respectively, of the Company’s total loans held at carrying value of approximately $ 248.3 million and $ 130.7 million, respectively, and is bifurcated between the current expected credit loss reserve (contra-asset) related to outstanding balances on loans held at carrying value of approximately $ 0.4 million and $ 21.8 thousand, respectively, and a liability for unfunded commitments of approximately $ 0.2 million and $ 18.4 thousand, respectively.

As of September 30, 2025 and December 31, 2024, the Company’s CECL Reserve for its loans held at carrying value was approximately $ 0.4 million and $ 40.2 thousand, respectively, or 0.17 % and 0.03 %, respectively, of the Company’s total loans held at carrying value of approximately $ 250.4 million and $ 130.7 million, respectively, and is bifurcated between the current expected credit loss reserve (contra-asset) related to outstanding balances on loans held at carrying value of approximately $ 0.1 million and $ 21.8 thousand, respectively, and a liability for unfunded commitments of approximately $ 0.3 million and $ 18.4 thousand, respectively.

The liability was based on the unfunded portion of the loan commitment over the full contractual period over which the Company is exposed to credit risk through a current obligation to extend credit.

Management considered the likelihood that funding will occur and, if funded, the expected credit loss on the funded portion when determining the amount to allocate to its CECL Reserve.

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 the three and six months ended June 30, 2025 was as follows:

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 the three and nine months ended September 30, 2025 was as follows:

Outstanding (1)

Balance at March 31, 2025 $ 13,713 $ 144,115 $ 157,828

Provision for (reversal of) current expected credit losses 370,147 98,346 468,493

Balance at June 30, 2025 $ 383,860 $ 242,461 $ 626,321

(Reversal of) provision for current expected credit losses ( 243,337 ) 49,472 ( 193,865 )

Write-offs — — —

Recoveries — — —

Balance at June 30, 2025 $ 383,860 $ 242,461 $ 626,321

Balance at September 30, 2025 $ 140,523 $ 291,933 $ 432,456

Outstanding (1)

3 unchanged sentences

Recoveries — — —

Balance at June 30, 2025 $ 383,860 $ 242,461 $ 626,321

(1) As of June 30, 2025 and December 31, 2024, 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 June 30, 2025 and December 31, 2024, 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.

Balance at September 30, 2025 $ 140,523 $ 291,933 $ 432,456

(1) As of September 30, 2025 and December 31, 2024, 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, 2025 and December 31, 2024, 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.

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.

12 unchanged sentences

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

As of June 30, 2025, 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:

As of September 30, 2025, 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:

2025 2024 Total

4 unchanged sentences

INTEREST RECEIVABLE

The following table summarizes the interest receivable balance for the Company as of June 30, 2025 and December 31, 2024:

June 30, 2025 As of

The following table summarizes the interest receivable balance for the Company as of September 30, 2025 and December 31, 2024:

September 30, 2025 As of

December 31, 2024

8 unchanged sentences

more FDIC-insured banking institutions, 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.

Subsequently, 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.

Pursuant to the terms of the Revolving Credit Agreement, the amount of total commitments may be increased to up to $ 200.0 million in aggregate, subject to available borrowing base and lenders’ willingness to provide additional commitments.

5 unchanged sentences

Based on the terms of the Revolving Credit Agreement, the unused line fee is waived if our average revolver usage exceeds the minimum amount required per the Revolving Credit Agreement.

The Company incurred an unused line fee of approximately $ 21.9 thousand during the three and six months ended June 30, 2025.

During the three and nine months ended September 30, 2025, the Company incurred an unused line fee of approximately $ 45.6 thousand and $ 67.5 thousand, 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 .

4 unchanged sentences

(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.

On December 9, 2024, the Company entered into Amendment Number One to Loan and Security Agreement, by and among the Company and certain of its subsidiaries, as borrowers, the lenders party thereto and East West Bank, pursuant to which, among other things, the maximum revolver usage was temporarily increased until January 8, 2025, to the sum of (i) $ 50.0 million plus (ii) the lesser of $ 75.0 million and the aggregate amount of funds maintained in the Company’s borrowing base cash account.

Following January 8, 2025, the maximum revolver usage automatically reverted back to $ 50.0 million.

On December 30, 2024, the Company entered into Amendment Number Two to Loan and Security Agreement, by and among the Company and certain of its subsidiaries, as borrowers, the lenders party thereto, and East West Bank, pursuant to which, among other things, the parties agreed to additional representations, covenants and other amendments to maintain the Company’s REIT status and limit the use of participation interests in any underlying obligor loan receivables secured as collateral.

On February 26, 2025, the Company entered into Amendment Number Three to Loan and Security Agreement, by and among the Company and certain of its subsidiaries, as borrowers, the lenders party thereto, and East West Bank, pursuant to which, among other things, the parties agreed to reduce the procedural requirements for obligor loan receivables to become eligible under the borrowing base.

On May 16, 2025, the Company entered into Amendment Number Four to Loan and Security Agreement, by and among the Company and certain of its subsidiaries, as borrowers, the lenders party thereto, and East West Bank, which, among other things (i) facilitated the entry of an additional lender;

(ii) increased the aggregate commitment by $ 40.0 million, for a total maximum revolver usage of $ 90.0 million;

(iii) modified the liquidity financial covenant to require the Company to maintain a base liquidity;

and (iv) added a financial covenant requiring the Company to maintain a certain leverage ratio measured at the end of each fiscal quarter.

On May 29, 2025, the Company entered into Amendment Number Five to Loan and Security Agreement, by and among the Company and certain subsidiaries, as borrowers, the lenders party thereto, and East West Bank, which, among other things (i) facilitated the entry of an additional lender;

(ii) increased the aggregate commitment by $ 50.0 million, for a total

maximum revolver usage of $ 140.0 million;

(iii) included the requirement for additional appraisals and loan title policies;

and (iv) required consent from certain lenders to advance additional funds under the Revolving Credit Agreement.

As of June 30, 2025 and December 31, 2024, outstanding borrowings under the Revolving Credit Facility were $ 65.0 million and $ 123.8 million, respectively, and $ 75.0 million and $ 1.2 million were available for borrowing as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025 , the interest rate on the Company’s borrowings under the Revolving Credit Facility was 7.07 %.

As of September 30, 2025 and December 31, 2024, outstanding borrowings under the Revolving Credit Facility were $ 67.2 million and $ 123.8 million, respectively, and $ 72.8 million and $ 1.2 million were available for borrowing as of September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the interest rate on the Company’s borrowings under the Revolving Credit Facility was 7.02 % and 7.28 %, respectively.

SRTF Credit Facility

11 unchanged sentences

Tannenbaum, along with their family members and associated family trusts.

The SRTF Credit Agreement provides for an unsecured revolving credit facility (the “SRTF Credit Facility”) with a $ 75.0 million commitment, which may be borrowed, repaid and redrawn, subject to a draw fee and the other conditions provided in the SRTF Credit Agreement.

The SRTF Credit Agreement provides for an unsecured

revolving credit facility (the “SRTF Credit Facility”) with a $ 75.0 million commitment, which may be borrowed, repaid and redrawn, subject to a draw fee and the other conditions provided in the SRTF Credit Agreement.

Interest is payable on the SRTF Credit Facility at a rate per annum equal to 8.00 %.

3 unchanged sentences

In connection with the SRTF Credit Agreement, the Company incurred certain closing costs of approximately $ 20.0 thousand, which were included in prepaid expenses and other assets on the Company’s consolidated balance sheets and amortized over the life of the SRTF Revolving Credit Facility.

As of June 30, 2025 and December 31, 2024, outstanding borrowings under the SRTF Credit Facility were zero and $ 75.0 million, respectively, and $ 75.0 million and zero were available for borrowing as of June 30, 2025 and December 31, 2024, respectively.

The Company did not incur any interest expense during the three and six months ended June 30, 2024.

The following table reflects a summary of interest expense incurred during the three and six months ended June 30, 2025:

As of September 30, 2025 and December 31, 2024, outstanding borrowings under the SRTF Credit Facility were zero and $ 75.0 million, respectively, and $ 75.0 million and zero were available for borrowing as of September 30, 2025 and December 31, 2024, respectively.

The following tables reflect a summary of interest expense incurred during the three and nine months ended September 30, 2025 and 2024:

Three months ended

June 30, 2025

September 30, 2025

Revolving Credit Facility SRTF Revolving Credit Facility Total Borrowings

3 unchanged sentences

Total interest expense $ 1,437,098 $ 1,449 $ 1,438,547

Six months ended

June 30, 2025

Three months ended

September 30, 2024

Revolving Credit Facility SRTF Revolving Credit Facility Total Borrowings

3 unchanged sentences

Total interest expense $ — $ 43,197 $ 43,197

Nine months ended

September 30, 2025

Revolving Credit Facility SRTF Revolving Credit Facility Total Borrowings

Interest expense $ 2,423,157 $ 40,249 $ 2,463,406

Unused fee expense 67,490 — 67,490

Amortization of deferred financing costs 322,723 4,299 327,022

Total interest expense $ 2,813,370 $ 44,548 $ 2,857,918

Nine months ended

September 30, 2024

Revolving Credit Facility SRTF Revolving Credit Facility Total Borrowings

Interest expense $ — $ 43,197 $ 43,197

Unused fee expense — — —

Amortization of deferred financing costs — — —

Total interest expense $ — $ 43,197 $ 43,197

COMMITMENTS AND CONTINGENCIES

As of June 30, 2025 and December 31, 2024, the Company had the following commitments to fund various investments:

June 30, 2025 As of

As of September 30, 2025 and December 31, 2024, the Company had the following commitments to fund various investments:

September 30, 2025 As of

December 31, 2024

5 unchanged sentences

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 June 30, 2025, the Company was not aware of any legal claims that could materially impact its business, financial condition or results of operations.

As of September 30, 2025, the Company was not aware of any legal claims that could materially impact its business, financial condition or results of operations.

SHAREHOLDERS’ EQUITY

3 unchanged sentences

Preferred Stock

As of June 30, 2025 and December 31, 2024, 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 were no shares of Preferred Stock designated or outstanding as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025 and December 31, 2024, the Company was authorized to issue up to 50,000,000 shares of Common Stock, respectively, and issued 13,421,176 and 7,004,676 shares of Common Stock, respectively.

As of September 30, 2025 and December 31, 2024, 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 were no shares of Preferred Stock designated or outstanding as of September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the Company was authorized to issue up to 50,000,000 shares of Common Stock, respectively, and issued 13,420,986 and 7,004,676 shares of Common Stock, respectively.

On January 29, 2025, the Company completed a registered public offering of 5,750,000 shares of common stock at a public offering price of $ 12.00 per share (the “January 2025 Offering”), of which 1,000,000 shares of common stock were sold to Leonard M.

6 unchanged sentences

The net proceeds to the Company totaled approximately $ 71.3 million.

Shelf Registration Statement

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 Agents a commission of up to 2.0 % of the gross sales price of common stock sold through the Sales Agents.

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 the three and nine months ended September 30, 2025.

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 were no shares issued under the DRIP during the three and nine months ended September 30, 2025.

On July 1, 2024, the Board of Directors approved a forward stock split of shares of the Company’s Common Stock, at a ratio of 68,890.32 -for-one (to be effected in the form of a stock dividend for purposes of the Maryland General Corporation Law), pursuant to which 68,890.32 additional shares of the Company’s Common Stock were issued for each outstanding share of the Company’s Common Stock (the “Forward Stock Split”), payable prior to the consummation of the Spin-Off.

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The restricted stock awards granted in February 2025 under the 2024 Plan vest over a three-year period, with approximately 33 % vesting on each of the first, second and third anniversaries of the vesting commencement date.

As of June 30, 2025 , there were 132,144 shares of restricted stock granted under the 2024 Plan.

As of June 30, 2025 , 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 1,058,978 shares remained available for future issuance under the 2024 Plan.

As of September 30, 2025 , there were 131,954 shares of restricted stock granted under the 2024 Plan.

As of September 30, 2025 , 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 1,059,168 shares remained available for future issuance under the 2024 Plan.

At the discretion of the Board of Directors, the Company waived the evergreen provision in connection with the Minimum Annual Increase (as defined in the 2024 Plan) under the 2024 Plan for the 2024 fiscal year.

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Stock Compensation

The following table summarize s the stock-based compensation expense incurred by the Company for the three and six months ended June 30, 2025 and 2024:

The following table summarize s the stock-based compensation expense incurred by the Company for the three and nine months ended September 30, 2025 and 2024:

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Restricted Stock

The following table summarizes restricted stock (i) converted upon Spin-Off, (ii) granted, (iii) vested and (iv) forfeited for the Company’s directors and officers and employees of the Manager as of June 30, 2025 and December 31, 2024:

June 30, 2025 As of

September 30, 2025 As of

December 31, 2024

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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 tables summarize the restricted stock activity as of and during the six months ended June 30, 2025:

The following tables summarize the restricted stock activity as of and during the nine months ended September 30, 2025:

Number of shares of restricted stock Weighted-average

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Forfeited ( 3,315 ) 13.04

Balance as of June 30, 2025 185,353 $ 13.02

The total fair value of shares vested during the three and six months ended June 30, 2025 was zero and approximately $ 0.5 million, respectively.

There were no shares of restricted stock granted during the three months ended June 30, 2025.

During the six months ended June 30, 2025 , 19,625 shares of restricted stock were granted with a weighted-average grant date fair value of $ 11.78 .

There were no shares of restricted stock that were granted or that vested during the three and six months ended June 30, 2024.

As of June 30, 2025 , there was approximately $ 1.8 million of total unrecognized compensation cost related to non-vested restricted stock.

Balance as of September 30, 2025 172,237 $ 12.93

There were no shares of restricted stock granted during the three months ended September 30, 2025.

During the three months ended September 30, 2024, 36,363 shares of restricted stock were granted with a weighted-average grant date fair

value of $ 13.75 .

The total fair value of shares vested during the three months ended September 30, 2025 and 2024, was approximately $ 141.1 thousand and $ 11.8 thousand, respectively.

During the nine months ended September 30, 2024, 36,363 shares of restricted stock were granted with a weighted-average grant date fair value of $ 13.75 .

During the nine months ended September 30, 2024, 805 shares of restricted stock vested with a weighted-average grant date fair value of $ 21.64 .

The total fair value of shares vested during the nine months ended September 30, 2025 and 2024, was approximately $ 636.6 thousand and $ 11.8 thousand, respectively.

As of September 30, 2025 , there was approximately $ 1.6 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 1.90 years.

EARNINGS PER SHARE

In connection with the Spin-Off, all of the outstanding shares of the Company’s Common Stock were distributed to AFC’s shareholders of record as of the close of business on July 8, 2024 and AFC’s shareholders received one share of the Company’s Common Stock for every three shares of AFC common stock held.

As a result, on July 9, 2024, the Company had 6,889,032 shares of Common Stock outstanding.

This share amount is utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the Spin-Off.

For periods prior to the Spin-Off, there were no dilutive equity instruments, as there were no equity awards of the Company outstanding prior to the Spin-Off.

After the Spin-Off, actual outstanding shares are used to calculate both basic and diluted weighted average number of common shares outstanding.

The following information sets forth the computations of basic and diluted weighted average earnings per common share for the three and six months ended June 30, 2025 and 2024:

The following information sets forth the computations of basic and diluted earnings per common share for the three and nine months ended September 30, 2025 and 2024:

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Diluted weighted average shares of common stock outstanding 13,284,086 6,825,905 12,595,756 6,825,905

Basic weighted average earnings per common share $ 0.25 $ 0.22 $ 0.52 $ 0.48

Diluted weighted average earnings per common share $ 0.25 $ 0.22 $ 0.52 $ 0.48

Basic earnings per common share $ 0.30 $ 0.26 $ 0.82 $ 0.74

Diluted earnings per common share $ 0.30 $ 0.25 $ 0.82 $ 0.73

Diluted earnings per common share was computed using the treasury stock method for restricted stock.

Diluted weighted average earnings per common share excluded 108,488 and 115,125 weighted average unvested restricted stock due to anti-dilutive effect for the three and six months ended June 30, 2025, respectively.

There were no shares of weighted average unvested restricted stock due to anti-dilutive effect excluded from diluted weighted average earnings per common share for the three and six months ended June 30, 2024.

Diluted earnings per common share excluded 107,684 and 75,622 weighted average unvested restricted stock due to anti-dilutive effect for the three and nine months ended September 30, 2025, respectively, and 33,998 and 33,998 for the three and nine months ended September 30, 2024, respectively .

Prior to the Spin-Off, the Company was a wholly-owned subsidiary of AFC and was a disregarded entity for tax purposes.

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The Company was formed on August 28, 2023 and converted from a Delaware limited liability company to a Maryland corporation in February 2024.

The Company intends to elect to be taxed as a REIT for U.S.

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, commencing with such taxable year, the Company is organized and operated in such manner as to qualify for taxation as a REIT under the U.S.

The Company believes that, commencing with such taxable year, the Company has been organized and has operated in such manner as to qualify and maintain its qualification for taxation as a REIT under the U.S.

federal income tax laws, and the Company intends to continue to operate in such a manner.

However, no assurances can be given that our beliefs or expectations will be fulfilled, since qualification as a REIT depends on our continuing to satisfy numerous asset, income, and distribution tests, which in turn depends, in part, on our operating results.

The Company will elect to be taxed as a REIT only if 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 will enable us to satisfy the requirements for qualification and taxation as a REIT under the U.S.

The Company elected to be taxed as a REIT as 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 satisfy the requirements for qualification and taxation as a REIT under the U.S.

federal income tax laws for such taxable year and thereafter.

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federal income tax on the portion of our taxable income or capital gain that is distributed to shareholders annually.

The income tax provision for the Company was zero for the three and six months ended June 30, 2025 .

For the three and six months ended June 30, 2025 , the Company incurred no expense for U.S.

The Company had no income tax provision for the three and nine months ended September 30, 2025 and 2024.

For the three and nine months ended September 30, 2025 and 2024, the Company incurred no expense for U.S.

federal excise tax.

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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 book value and fair value of the Company’s financial instruments not recognized at fair value in the unaudited interim balance sheets as of June 30, 2025 :

As of June 30, 2025

The following table details the carrying value and fair value of the Company’s financial instruments not recognized at fair value in the unaudited interim balance sheets as of September 30, 2025 :

As of September 30, 2025

Carrying Value Fair Value

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Cash and cash equivalents $ 5,547,368 $ 5,547,368

Loans held for investment at carrying value $ 248,337,012 $ 249,047,098

Loans held for investment, net $ 250,378,727 $ 251,304,390

Cash and cash equivalents have a carrying value which approximates their fair value due to the short-term nature of these instruments.

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The Manager receives base management fees (the “Base Management Fees”) that are calculated and payable quarterly in arrears, in an amount equal to 0.375 % of the Company’s Equity (as defined in the Management Agreement), subject to certain adjustments, 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 six months ended June 30, 2025 were approximately $ 0.7 million and $ 0.7 million, respectively.

There were no Base Management Fees incurred during the three and six months ended June 30, 2024.

Base Management Fees incurred for the three and nine months ended September 30, 2025 were approximately $ 0.7 million and $ 1.4 million, respectively.

Base Management Fees incurred for the three and nine months ended September 30, 2024 were approximately $ 0.4 million and $ 0.4 million, respectively.

Refer to the fee waiver below.

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 the three and six months ended June 30, 2025 were zero .

There were no Incentive Fees incurred during the three and six months ended June 30, 2024.

“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 the three and nine months ended September 30, 2025 were approximately $ 0.4 million and $ 0.4 million, respectively .

There were no Incentive Fees incurred for the three and nine months ended September 30, 2024.

Refer to the fee waiver below.

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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 six months ended June 30, 2025, Base Management Fees waived were $ 7.3 thousand and $ 576.1 thousand, respectively, and Incentive Fees waived were $ 165.8 thousand and $ 464.1 thousand, respectively .

At the end of the second quarter of 2025, the fee waiver in conjunction with the January 2025 Offering was fully utilized.

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

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Until the completion of the Spin-Off, there were no Base Management Fees or Incentive Fees incurred by the Company.

The following table summarizes the related party costs incurred by the Company for the three and six months ended June 30, 2025 and 2024:

The following table summarizes the related party costs incurred by the Company for the three and nine months ended September 30, 2025 and 2024:

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Total $ 1,657,354 $ 915,108 $ 3,509,215 $ 915,108

Amounts payable to the Manager as of June 30, 2025 and December 31, 2024 were approximately $ 1.4 million and $ 1.1 million , respectively.

Amounts payable to the Manager as of September 30, 2025 and December 31, 2024 were approximately $ 1.9 million and $ 1.1 million , respectively.

The Manager is beneficially owned by certain officers as of the date of this Quarterly Report on Form 10-Q :

63.1 %, by Mr.

Tannenbaum, the Company’s Executive Chairman, 8 % by Mrs.

Tannenbaum, the Company’s President, 17.1 % by other Tannenbaum family members and trusts, and 7.0 % by Mr.

Sedrish, the Company’s Chief Executive Officer.

Tannenbaum, the Company’s President, 42 % by other

Tannenbaum family members and trusts, 7 % by Mr.

Sedrish, the Company’s Chief Executive Officer, 2 % by Brandon Hetzel, the Company’s Chief Financial Officer, and 1 % by Gabriel Katz, the Company’s Chief Legal Officer.

Investments in Loans

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Additionally, SUNS Manager or its affiliates, may from time to time serve as administrative and collateral agents to the lenders under our co-investments.

As of June 30, 2025, there were thirteen co-invested loans held by the Company and affiliates of the Company.

As of September 30, 2025, there were 13 co-invested loans held by the Company and affiliates of the Company.

Unsecured Revolving Credit Facility with Affiliate

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DIVIDENDS AND DISTRIBUTIONS

The following table summarizes the Company’s dividends declared during the six months ended June 30, 2025.

No dividends were declared during the six months ended June 30, 2024 .

The following table summarizes the Company’s dividends declared during the nine months ended September 30, 2025 and 2024:

Declaration Date Record Date Payment Date Per Common Share Distribution Amount Total Distribution Amount

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2024 Period Subtotal $ 0.63 $ 4,362,999

Regular cash dividend 3/4/2025 3/31/2025 4/15/2025 $ 0.30 $ 4,026,448

Regular cash dividend 6/13/2025 6/30/2025 7/15/2025 0.30 4,026,353

Regular cash dividend 9/15/2025 9/30/2025 10/15/2025 0.30 4,026,296

2025 Period Subtotal

$ 0.90 $ 12,079,097

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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 six borrowers each comprising more than 10% of consolidated interest income for an aggregate amount of $ 5.7 million, or 85 %, of consolidated interest income during the three months ended June 30, 2025.

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 $ 1.9 million, or 98 %, of consolidated interest income during the three months ended June 30, 2024.

Interest income earned on the Company’s portfolio was concentrated with four borrowers each comprising more than 10% of consolidated interest income for an aggregate amount of $ 8.1 million, or 64 %, of consolidated interest income during the six months ended June 30, 2025.

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 $ 3.9 million, or 98 %, of consolidated interest income during the six months ended June 30, 2024.

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.

Interest income earned on the Company’s portfolio was concentrated with four borrowers each comprising more than 10% of consolidated interest income for an aggregate amount of $ 2.9 million, or 91 %, of consolidated interest income during the three months ended September 30, 2024.

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.

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 $ 5.3 million, or 73 %, of consolidated interest income during the nine months ended September 30, 2024.

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued.

There were no material subsequent events that required disclosure in these unaudited interim financial statements.

There were no material subsequent events, other than those described below, that required disclosure in these unaudited interim financial statements.

In October 2025, the Company and an affiliated co-investor entered into two separate senior secured mortgage loans with the same commercial real estate developer for an aggregate commitment of $ 36.6 million, comprised of a $ 13.4 million industrial senior loan in Doral, Florida (the “Doral Loan”), and a $ 23.2 million industrial senior loan in West Palm Beach, Florida (the “West Palm Beach Loan” and, together, the “Loans”).

The Company (i) committed $ 9.4 million and funded $ 8.6 million upon closing to the Doral Loan, while the affiliated co-investor committed $ 4.0 million and funded $ 3.7 million and (ii) committed $ 16.2 million and funded $ 1.8 million upon closing to the West Palm Beach Loan, while the affiliated co-investor committed $ 7.0 million and funded $ 0.8 million.

The Loans were issued at a discount of 1.0 % and mature in October 2027.

The Loans bear interest at a rate of SOFR plus 6.20 %, with a rate index floor of 3.75 %.

Each Loan is secured by a first mortgage, equity pledge, and other customary collateral with regard to the properties.

The Loans are not cross collateralized and are separately secured by their respective collateral.

The proceeds will be used to finance the development of luxury industrial suites featuring showroom-style layouts, mezzanine lounges, and premium finishes.

The West Palm Beach Loan will be used to finance closing costs, construction, and reserves for a new development, while the Doral Loan will be used to refinance existing debt and repatriate equity associated with a comparable project.

In October 2025, the Company and an affiliated co-investor entered into a $ 45.0 million senior bridge loan to refinance a retail property located in Houston, Texas.

The Company committed a total of $ 30.0 million, and an affiliated co-investor committed the remaining $ 15.0 million, funding $ 21.6 million and $ 10.8 million, respectively, upon closing.

The senior bridge loan was issued at a discount of 1.0 % and matures in October 2028.

The loan bears interest at a rate of SOFR plus 5.75 %, with a rate index floor of 3.75 %.

The senior bridge loan is secured by a first priority deed of trust and related collateral interests pursuant to the terms of the credit agreement and related loan documents.

The proceeds of the senior bridge loan will be used to refinance existing debt and fund tenant improvements, leasing costs, reserves, and closing expenses.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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The above list of factors is not exhaustive or necessarily in order of importance.

Please see the section entitled “ Risk Factors ” located in our Annual Report on Form 10-K, filed with the SEC on March 6, 2025 , and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, for a further discussion of these and other risks and uncertainties which could affect our future results.

Please see the section entitled “ Risk Factors ” located in our Annual Report on Form 10-K, filed with the SEC on March 6, 2025 , and in our subsequently filed Quarterly Reports on Form 10-Q, for a further discussion of these and other risks and uncertainties which could affect our future results.

These forward-looking statements apply only as of the date of this report and we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by applicable law.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements