What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-13 · 207 added, 319 removed, 408 unchanged (56% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

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

3 unchanged sentences

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

11 unchanged sentences

Shareholders' equity

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

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

3 unchanged sentences

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

See accompanying notes to the consolidated financial statements

See accompanying notes to the unaudited interim consolidated financial statements

SUNRISE REALTY TRUST, INC.

1 unchanged sentence

Three Months Ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Interest income $ 10,272,686 $ 4,958,523

6 unchanged sentences

Total expenses 2,991,416 1,405,279

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

Provision for current expected credit losses ( 60,283 ) ( 117,648 )

Net income before income taxes 4,253,350 3,099,437

2 unchanged sentences

Earnings per common share:

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

Basic $ 0.32 $ 0.27

Diluted $ 0.32 $ 0.27

Weighted average number of common shares outstanding:

Basic weighted average shares of common stock outstanding 13,247,030 6,800,500 12,571,091 6,800,500

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

See accompanying notes to the consolidated financial statements

Basic 13,319,225 11,208,015

Diluted 13,325,211 11,221,016

See accompanying notes to the unaudited interim consolidated financial statements

SUNRISE REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

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 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

Dividends declared on common shares ($ 0.30 per share)

— — — — ( 4,026,296 ) ( 4,026,296 )

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

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

Three Months Ended March 31, 2026

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

Shares Amount

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

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

1 unchanged sentence

— — — ( 4,055,897 ) ( 4,055,897 )

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 — — — 4,253,350 4,253,350

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

SUNRISE REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Nine months ended September 30, 2025

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

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

Issuance of common stock, net of offering costs — 6,400,000 64,000 71,213,217 — 71,277,217

Stock-based compensation, net of forfeitures 16,818 168 243,453 — 243,621

1 unchanged sentence

— — — ( 4,026,448 ) ( 4,026,448 )

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

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

Shares Amount

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

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

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 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

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

SUNRISE REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended

September 30,

Three Months Ended

Operating activities:

1 unchanged sentence

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Provision for (reversal of) current expected credit losses 392,276 24,327

Provision for current expected credit losses 60,283 117,648

Amortization of deferred financing costs 344,109 68,050

10 unchanged sentences

Accounts payable and other liabilities 111,089 212,915

Net cash (used in) provided by operating activities ( 1,893,601 ) 2,685,307

Net cash provided by (used in) operating activities 1,165,237 ( 914,591 )

Cash flows from investing activities:

1 unchanged sentence

Principal repayment of loans 70,099,302 9,015,769

Net cash (used in) provided by investing activities ( 105,558,522 ) ( 93,862,907 )

Net cash used in investing activities ( 15,092,627 ) ( 95,727,807 )

Cash flows from financing activities:

Net transfers and distributions from (to) Former Parent — 80,104,097

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

4 unchanged sentences

Dividends paid to common shareholders ( 4,026,296 ) ( 2,941,964 )

Net cash (used in) provided by financing activities ( 71,627,279 ) 130,104,097

Net (decrease) increase in cash and cash equivalents ( 179,079,402 ) 38,926,497

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

2 unchanged sentences

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:

1 unchanged sentence

Income taxes paid during the period $ — $ —

See accompanying notes to the consolidated financial statements

See accompanying notes to the unaudited interim consolidated financial statements

SUNRISE REALTY TRUST, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2025

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026

Sunrise Realty Trust, Inc.

9 unchanged sentences

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.

(“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”).

AFC’s shareholders of record as of the Record Date received one share of Common Stock for every three shares of AFC common stock held as of the Record Date.

The Spin-Off was completed on July 9, 2024 (the “Distribution Date”).

On the Distribution Date, SUNS became an independent, publicly traded company, trading on the Nasdaq Stock Market LLC under the symbol “SUNS.” AFC retained no ownership interest in the Company following the Spin-Off.

In connection with the Spin-Off, the Company entered into several agreements with AFC that govern the relationship between the Company and AFC following the Spin-Off, including the separation and distribution agreement (the “Separation and Distribution Agreement”) and a tax matters agreement (the “Tax Matters Agreement”).

These agreements provide for the allocation between AFC and SUNS of the assets, liabilities and obligations (including, among others, investments, property and tax-related assets and liabilities) of AFC and its subsidiaries attributable to periods prior to, at and after the Spin-Off.

Moreover, in preparation for the Spin-Off, the management of SUNS entered into a new management agreement with SUNS Manager, which became effective concurrently with the completion of the Spin-Off.

The Manager also entered into (i) an Administrative Services Agreement (the “Administrative Services Agreement”) with TCG Services LLC, an affiliate of the Manager and Leonard Tannenbaum, the Company’s Executive Chairman, and Robyn Tannenbaum, the Company’s President, and (ii) a Services Agreement (the “Services Agreement”) with SRT Group LLC, an affiliate of the Manager, Mr.

Tannenbaum, Mrs.

Tannenbaum, Mr.

Sedrish and Mr.

SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim 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, 2024 filed with the U.S.

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”).

5 unchanged sentences

All intercompany balances and transactions have been eliminated in consolidation.

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 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.

For additional information, see Note 12, “Related Party Transactions,” and Note 8, “Shareholders’ Equity.”

The current period’s results of operations will not necessarily be indicative of results that ultimately may be realized for the year ending December 31, 2025.

Use of Estimates in the Preparation of Financial Statements

1 unchanged sentence

Actual results could differ from those estimates.

Significant estimates include the current expected credit losses reserve (“CECL Reserve”).

Recent Accounting Pronouncements

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 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.

The Company has elected to take advantage of this extended transition period.

As a result, the Company will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies, which may make comparison of the Company’s financials to those of other public companies more difficult.

In December 2023, the FASB issued ASU 2023-09—Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 improves the transparency of income tax disclosures related to rate reconciliation and income taxes.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

amendments should be applied prospectively, however, retrospective application is permitted.

The adoption of ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial statements.

Significant estimates include the current expected credit losses reserve (“CECL Reserve”) and the valuation of real estate owned (“REO”) acquired through foreclosure proceedings.

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 (loss) of unconsolidated joint ventures in the consolidated statements of operations.

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.

Distributions received from equity method investees are recorded as reductions of the investment balance to the extent they represent returns of investment.

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 Pending Adoption

In November 2024, the FASB issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

4 unchanged sentences

LOANS HELD FOR INVESTMENT AT CARRYING VALUE

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 September 30, 2025 and December 31, 2024:

As of September 30, 2025

As of March 31, 2026 and December 31, 2025, t he Company’s portfolio included 15 and 16 loans held at carrying value, respectively.

The aggregate originated commitment under these loans was approximately $ 397.1 million and $ 420.7 million, resp ectively, and outstanding principal was approximately $ 299.3 million and $ 305.5 million, respectively, as of March 31, 2026 and December 31, 2025.

During the three months ended March 31, 2026, the Company funded approximately $ 90.2 million of new loans and additional principal on existing loans and had approximately $ 70.1 million of principal repayments of loans held at carrying value.

As of March 31, 2026 and December 31, 2025, approximately 96.2 % and 96.4 % , respectively, of the Company’s loans held at carrying value had floating interest rates.

As of March 31, 2026, t hese floating benchmark rates included one-month Secured Overnight Financing Rate (“SOFR”) quoted at 3.7 % and subject to a weighted average floor of 3.9 %, and U.S.

prime rate quoted at 6.75 % and subject to a weighted average floor of 8.0 % based on outstanding principal.

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

As of March 31, 2026

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 September 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 March 31, 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, 2025:

The following table presents changes in loans held at carrying value as of and for the three months ended March 31, 2026:

Principal Original Issue

5 unchanged sentences

Loan repayments ( 70,099,302 ) — ( 70,099,302 )

Foreclosure and contribution to real estate joint venture ( 26,379,740 ) 166,833 ( 26,212,907 )

PIK interest 32,847 — 32,847

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:

Total loans held at carrying value at March 31, 2026 $ 299,286,738 $ ( 2,445,708 ) $ 296,841,030

As of March 31, 2026, there were no loans in the Company’s portfolio on nonaccrual status.

As of December 31, 2025, the Company had one loan held at carrying value on nonaccrual status.

During the three months ended March 31, 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 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 March 31, 2026 is as follows:

Loan Type Location Outstanding

4 unchanged sentences

Residential Austin, TX $ 14,087,288 $ ( 136,919 ) $ 13,950,369 9.75 % (4)

Hospitality San Antonio, TX 26,793,821 ( 166,833 ) 26,626,988 10.85 % (5)

Residential PBG, FL 30,796,027 ( 243,490 ) 30,552,537 12.38 % (6)

Residential PBG, FL 26,227,753 ( 214,844 ) 26,012,909 10.38 % (7)

Residential Palm Beach Gardens, FL 28,637,600 ( 193,860 ) 28,443,740 12.25 % (5)

Residential Palm Beach Gardens, FL 25,114,339 ( 171,053 ) 24,943,286 10.25 % (6)

Residential Fort Lauderdale, FL 16,672,674 ( 103,846 ) 16,568,828 11.48 % (7)

6 unchanged sentences

1/30/2028 I/O

Residential Dallas, TX 44,690,992 ( 374,583 ) 44,316,409 7.78 % (12)

3/14/2028 I/O

Residential Park City, UT 4,295,478 ( 142,308 ) 4,153,170 11.25 % (11)

1 unchanged sentence

9/25/2028 I/O

Industrial Doral, FL 8,887,586 ( 70,350 ) 8,817,236 9.95 % (13)

10/6/2027 I/O

Industrial West Palm Beach, FL 1,830,567 ( 128,567 ) 1,702,000 9.95 % (13)

10/16/2027 I/O

Retail Houston, TX 22,218,757 ( 258,333 ) 21,960,424 9.50 % (14)

10/24/2028 I/O

Subordinate debt:

3 unchanged sentences

12/13/2028 I/O

Hospitality Diversified 45,293,104 ( 455,837 ) 44,837,267 11.25 % (17)

2/13/2029 I/O

Total loans held at carrying value $ 299,286,738 $ ( 2,445,708 ) $ 296,841,030

8 unchanged sentences

(6) Base interest rate of 6.25 % plus SOFR (SOFR floor of 4.00 %).

(7) Base interest rate of 6.25 % plus SOFR (SOFR floor of 4.00 %).

(7) 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.

3 unchanged sentences

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

(12) Base interest rate of 3.65 % plus SOFR (SOFR floor of 3.90 %).

(11) Base interest rate of 3.25 % plus U.S.

2 unchanged sentences

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

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

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

(15) Base interest rate of 13.25 %.

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

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

CURRENT EXPECTED CREDIT LOSSES

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.

As of March 31, 2026 and December 31, 2025, the Company’s CECL Reserve for its loans held at carrying value was approximately $ 0.6 million and $ 2.1 million, respectively, or 0.19 % and 0.68 %, respectively, of the Company’s total loans held at carrying value of approximately $ 296.8 million and $ 302.7 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 $ 0.3 million and $ 1.9 million, respectively, and a liability for unfunded commitments of approximately $ 0.2 million and $ 0.2 million, 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 nine months ended September 30, 2025 was as follows:

Outstanding (1)

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

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 months ended March 31, 2026 was as follows:

Outstanding (1)

Balance at December 31, 2025 $ 1,891,170 $ 178,066 $ 2,069,236

Provision for (reversal of) current expected credit losses 118,741 273,535 392,276

Provision for current expected credit losses 9,523 50,760 60,283

Write-offs (3)

( 1,577,907 ) — ( 1,577,907 )

Recoveries — — —

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.

Balance at March 31, 2026 $ 322,786 $ 228,826 $ 551,612

(1) As of March 31, 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 March 31, 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 the three months ended March 31, 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.

12 unchanged sentences

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

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:

As of March 31, 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:

2026 2025 2024 Total

1 unchanged sentence

2 44,837,267 125,091,918 112,961,476 282,890,661

3 — 26,626,988 26,626,988

Total $ 44,837,267 $ 125,091,918 $ 126,911,845 $ 296,841,030

Gross write-offs $ — $ — $ ( 1,577,907 ) $ ( 1,577,907 )

During the three months ended March 31, 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.

INTEREST RECEIVABLE

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

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

March 31, 2026 As of

December 31, 2025

4 unchanged sentences

Total interest receivable $ 2,571,173 $ 2,264,133

INVESTMENT IN UNCONSOLIDATED REAL ESTATE JOINT VENTURE

In February 2026, the Company, together with the affiliate co-lender to the San Antonio Loan, formed 123 Lex Ave Hotel Holdings LLC (the “Lex Ave JV”) in proportion to their respective interests in the San Antonio Loan.

In March 2026, the lenders exercised their rights to foreclose on the hotel property that served as the underlying collateral for the San Antonio Loan.

Upon foreclosure, legal title to the property was obtained by the lenders, and the property was contemporaneously contributed to the Lex Ave JV.

Upon foreclosure, the Company recognized real estate owned (“REO”) at the lesser of the carrying value of the San Antonio Loan and the fair value of the underlying collateral.

The Company’s contribution to the Lex Ave JV was recorded at the fair value of the contributed REO of approximately $ 24.6 million.

The Lex Ave JV acquired the hotel property through a credit bid equal to the aggregate unpaid principal balance of approximately $ 40.6 million.

Following the contribution, the Company holds a 65.0 % ownership interest in the Lex Ave JV.

The Company’s investment in the Lex Ave JV was initially recorded based on its proportionate share of the fair value of the contributed net assets.

No gain or loss was recognized upon foreclosure and contribution, as the transaction was accounted for as an exchange of the loan for an equity method investment.

Activity in the Company’s investment in the Lex Ave JV during the three months ended March 31, 2026 consisted of the initial contribution described above.

There were no additional capital contributions, distributions, or equity in earnings (loss) during the period.

The formation of the Lex Ave JV and related contribution resulted in the derecognition of the San Antonio Loan from the Company’s consolidated balance sheet.

The following table summarizes the Company’s investment in unconsolidated real estate joint ventures as of March 31, 2026 and December 31, 2025:

Entity Date Formed Ownership % As of

March 31, 2026 As of

December 31, 2025

123 Lex Ave Hotel Holdings LLC 2/27/2026 65 % $ 24,635,000 $ —

Revolving Credit Facility

On November 6, 2024, the Company entered into the Loan and Security Agreement (as amended, restated or otherwise modified from time to time, the “Revolving Credit Agreement”) by and among the Company, as borrower, the lenders party thereto, and East West Bank, as administrative agent, joint lead arranger, joint book runner, co-syndication agent and co-documentation agent (“East West Bank”).

The Revolving Credit Agreement provides for a senior secured revolving credit facility (the “Revolving Credit Facility”) that contains initial aggregate commitments of $ 50.0 million from one or

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.

The Revolving Credit Facility has a maturity date of November 8, 2027.

Interest is payable on the Revolving Credit Facility in cash in arrears at the rate per annum of SOFR plus 2.75 %, with a SOFR floor of 2.63 %;

provided, however, that the interest rate will increase by an additional 0.25 % during any Increase Rate Month (as defined in the Revolving Credit Agreement).

The Company is required to pay certain fees to the agent and the lenders under the Revolving Credit Agreement, including a $ 75.0 thousand agent fee payable to the agent and a 0.25 % per annum loan fee payable ratably to the lenders, in each case, payable on the closing date and on the annual anniversary thereafter.

Commencing on the six-month anniversary of the closing date, the Revolving Credit Facility has 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 our average revolver usage exceeds the minimum amount required per the Revolving Credit Agreement.

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 .

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.

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 agent fee and a 0.25 % per annum unused commitment fee, payable semi-annually in arrears, subject to waiver if specified utilization thresholds are met.

During the three months ended March 31, 2026 and 2025, the Company did not incur any unused commitment fees.

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 .

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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 modified certain financial covenants, requiring us to, among other things:

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, 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.

To the best of the Company’s knowledge, as of March 31, 2026, the Company was in compliance in all material respects with these covenants.

As of March 31, 2026 and December 31, 2025 , outstanding borrowings under the Revolving Credit Facility were $ 88.1 million and $ 102.3 million, respectively, and $ 76.9 million and $ 37.7 million were available for borrowing as of March 31, 2026 and December 31, 2025 , respectively.

As of March 31, 2026 and December 31, 2025 , the interest rate on the Company’s borrowings under the Revolving Credit Facility was 6.41 % and 6.59 %, respectively.

SRTF Credit Facility

On September 26, 2024, the Company entered into an unsecured revolving credit agreement (the “Credit Agreement”), by and between the Company, as borrower, and SRT Finance LLC, as agent and lender.

SRT Finance LLC is indirectly owned by Leonard M.

Tannenbaum, Executive Chairman of the Company’s Board of Directors (the “Board of Directors”) and one of the Company’s officers, and Robyn Tannenbaum, President of the Company, along with their family members and associated family trusts.

The Credit Agreement provides for an unsecured revolving credit facility (the “SRTF Revolving Credit Facility”) with a $ 50.0 million commitment, which may be borrowed, repaid and redrawn, subject to a draw fee and the other conditions provided in the Credit Agreement.

Interest is payable on the SRTF Revolving Credit Facility at 1-month SOFR (subject to a 3.0 % floor) plus a margin of 2.75 %, with a maturity date of December 31, 2025.

The Company did not incur any fees or costs related to the origination of the SRTF Revolving Credit Facility, and the SRTF Revolving Credit Facility did not have any unused fees.

On November 6, 2024, in conjunction with the entry by the Company into the Revolving Credit Facility, the Company terminated the Credit Agreement.

Upon execution of the Revolving Credit Facility, the lenders’ commitments under the Credit Agreement were terminated and the liability of the Company and its subsidiaries with respect to their obligations under the Credit Agreement was discharged.

On December 9, 2024, the Company entered into a new unsecured revolving credit agreement (the “SRTF Credit Agreement”), by and among the Company, as borrower, the lenders party thereto from time to time, and SRT Finance LLC, as agent and lender.

SRT Finance LLC continues to be indirectly owned by Mr.

Tannenbaum and Mrs.

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.

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

The SRTF Credit Facility matures on the earlier of (i) May 31, 2028 and (ii) the date of the closing of any Refinancing Indebtedness (as defined in the SRTF Credit Agreement) with an aggregate principal amount equal to or greater than $ 75.0 million.

Commencing on January 1, 2026, the Company will be required to pay an annual fee equal to 1.00 % of the aggregate commitments ratably to the lenders, payable on the first business day of each calendar year;

provided that the fee due and payable on January 3, 2028 will be prorated on the basis of a year of 360 days for the actual number of days elapsed from and including January 1, 2028 until and excluding May 31, 2028.

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 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:

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.

As of March 31, 2026 and December 31, 2025 , outstanding borrowings under the SRTF Credit Facility were $ 51.4 million and $ 19.8 million, respectively, and $ 23.6 million and $ 55.2 million were available for borrowing as of March 31, 2026 and December 31, 2025 , respectively.

The following tables reflect a summary of interest expense incurred during the three months ended March 31, 2026 and 2025 :

Three Months Ended

September 30, 2025

March 31, 2026

Revolving Credit Facility SRTF Revolving Credit Facility Total Borrowings

4 unchanged sentences

Three 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

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

March 31, 2025

Revolving Credit Facility SRTF Revolving Credit Facility Total Borrowings

4 unchanged sentences

COMMITMENTS AND CONTINGENCIES

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

September 30, 2025 As of

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

March 31, 2026 As of

December 31, 2025

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 September 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 March 31, 2026, the Company was not aware of any legal claims that could materially impact its business, financial condition or results of operations.

SHAREHOLDERS’ EQUITY

Corporate Conversion

On February 20, 2024, the Company completed a corporate conversion, converting from a Delaware limited liability company to a Maryland corporation.

Pursuant to the certificate of incorporation effected in connection with the corporate conversion, the Company’s authorized capital stock consists of 50,000,000 shares of voting Common Stock and 10,000 shares of Preferred Stock (defined below), par value $ 0.01 per share.

Preferred Stock

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.

As of March 31, 2026 and 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 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.

Tannenbaum, the Company’s Executive Chairman, at the public offering price.

The Company received net proceeds from the January 2025 Offering of $ 65.3 million, net of underwriting discounts of $ 3.7 million.

In connection with the January 2025 Offering, the underwriters were granted an over-allotment option to purchase up to an additional 862,500 shares of the Company’s common stock.

On January 31, 2025, the underwriters partially exercised the over-allotment option with respect to 650,000 shares of common stock and the Company received additional net proceeds of $ 7.3 million, net of underwriting discounts of $ 0.5 million.

The Company incurred approximately $ 1.3 million of expenses in connection with the offering.

After giving effect to the partial exercise of the over-allotment option, the total number of shares sold by the Company in the public offering was 6,400,000 shares and total gross proceeds, before deducting underwriting discounts and commissions, and other offering expenses payable by the Company, were approximately $ 76.8 million.

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

There were no shares of Preferred Stock designated or outstanding as of March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026 and December 31, 2025, the Company was authorized to issue up to 50,000,000 shares of Common Stock, respectively, and issued 13,519,655 and 13,420,986 shares of Common Stock, respectively.

Shelf Registration Statement

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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.

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.

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.

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

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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.

There were no shares issued under the ATM Program during the three months ended March 31, 2026.

Dividend Reinvestment Plan

2 unchanged sentences

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.

The Forward Stock Split took effect immediately prior to the distribution of the shares of the Company’s common stock to the shareholders of AFC common stock.

As a result of the Forward Stock Split, the number of outstanding shares of the Company’s Common Stock increased to 6,889,032 shares outstanding as of July 9, 2024, of which 88,685 were restricted shares at the time of 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 Common Stock to all of AFC’s shareholders of record as of the close of business on July 8, 2024.

AFC’s shareholders of record as of the Record Date received one share of Common Stock for every three shares of AFC common stock held as of the close of business on July 8, 2024, the Record Date for the distribution, as well as a cash payment in lieu of any fractional shares.

The Spin-Off was completed on July 9, 2024.

Immediately after the Spin-Off, the Company was no longer a wholly owned subsidiary of AFC.

On July 9, 2024, AFC non-vested restricted stock awards that were outstanding on the Distribution Date were converted into AFC restricted stock awards and SUNS restricted stock awards.

Upon completion of the Spin-Off, the AFC restricted stock awards were converted into 88,685 shares of SUNS restricted stock.

The vesting schedule remains the same as the original awards.

There were no shares issued under the DRIP during the three months ended March 31, 2026.

Stock Incentive Plan

The Company has established the 2024 Stock Incentive Plan (the “2024 Plan”).

The 2024 Plan authorizes 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 retains flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances.

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.

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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.

In February 2025, the 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.

During the three months ended March 31, 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 the three months ended March 31, 2026 under the 2024 Plan contain vesting periods that vary from immediately, vesting over a one-year period, and vesting over a three-year period, with approximately 33 % vesting on each of the first, second and third anniversaries of the vesting commencement date.

During the three months ended March 31, 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 a three-year period, with approximately 33 % vesting on each of the first, second and third anniversaries of the vesting commencement date.

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.

In January 2025, the Company completed an offering of the Company’s Common Stock and pursuant to the evergreen provision in the 2024 Plan with respect to the public offerings, the total number of shares reserved for issuance under the 2024 Plan automatically increased by ten percent of the total number of shares of Common Stock sold by the Company in the January 2025 Offering, which equaled 640,000 shares.

Shares that are subject to or underlie awards that expire or, for any reason, are cancelled, terminated, forfeited, fail to vest or are not paid or delivered under the 2024 Plan will not be counted against the Share Limit and will again be available for subsequent awards under the 2024 Plan.

As of March 31, 2026 , there were 230,623 shares of restricted stock granted under the 2024 Plan.

As of March 31, 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 960,499 shares remained available for future issuance under the 2024 Plan.

Stock Compensation

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:

The following table summarize s the stock-based compensation expense incurred by the Company for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Stock-based compensation $ 369,962 $ 243,621

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 September 30, 2025 and December 31, 2024:

September 30, 2025 As of

December 31, 2024

Converted upon Spin-Off 88,685 88,685

The following table summarizes restricted stock (i) converted, (ii) granted, (iii) vested and (iv) forfeited for the Company’s directors and officers and employees of the Manager as of March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

Converted 88,685 88,685

Granted 233,938 135,269

3 unchanged sentences

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 nine months ended September 30, 2025:

The following tables summarize the restricted stock activity as of and during the three months ended March 31, 2026:

Number of shares of restricted stock Weighted-average

4 unchanged sentences

Forfeited — —

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.

Balance as of March 31, 2026 192,077 $ 11.31

The total fair value of shares vested during the three months ended March 31, 2026 was approximately $ 0.5 million.

During the three months ended March 31, 2025, 19,625 shares of restricted stock were granted with a weighted-average grant date fair value of $ 11.78 .

During the three months ended March 31, 2025, 34,671 shares of restricted stock vested with a weighted-average grant date fair value of $ 13.13 .

The total fair value of shares vested during the three months ended March 31, 2025 was approximately $ 0.5 million.

As of March 31, 2026 , there was approximately $ 1.8 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 1.98 years.

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, 2025 and 2024:

The following information sets forth the computations of basic and diluted earnings per common share for the three months ended March 31, 2026 and 2025:

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Net income $ 4,253,350 $ 3,099,437

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

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.

As such, the Company did not file a tax return.

The Company’s entire share of taxable income or loss was previously included in the tax return of AFC.

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

Diluted earnings per common share excluded 120,222 and 87,463 weighted average shares of unvested restricted stock due to anti-dilutive effect for the three months ended March 31, 2026 and 2025 , respectively .

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 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 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.

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.

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

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.

The Company had no income tax provision for the three months ended March 31, 2026 and 2025.

For the three months ended March 31, 2026 and 2025, 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 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

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 March 31, 2026 :

As of March 31, 2026

Carrying Value Fair Value

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Loans held for investment, net $ 296,841,030 $ 297,745,713

Investment in unconsolidated real estate joint venture $ 24,635,000 $ 24,635,000

Cash and cash equivalents have a carrying value which approximates their fair value 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 are measured using unobservable inputs, or Level 3 inputs.

The Company’s loans held for investment and its investment in unconsolidated real estate joint venture are measured using unobservable inputs, or Level 3 inputs.

RELATED PARTY TRANSACTIONS

Management Agreement

On February 22, 2024, the Company and the Manager, entered into a management agreement (the “Management Agreement”), effective upon the listing of the Company’s Common Stock.

Following the completion of the Spin-Off on July 9, 2024, the Company became managed by its Board of Directors and the Company’s executive officers and by SUNS Manager, as provided for under our Management Agreement.

Pursuant to the Management Agreement, the Manager manages the loans and day-to-day operations of the Company, 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”) 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 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.

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

Following the listing of the Company’s 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 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, 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 months ended March 31, 2026 were approximately $ 0.7 million.

There were no Base Management Fees incurred for the three months ended March 31, 2025.

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 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.

Incentive Fees incurred for the three months ended March 31, 2026 were approximately $ 0.9 million.

There were no Incentive Fees incurred for the three months ended March 31, 2025.

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.

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 .

For the three months ended March 31, 2026, no Base Management Fees or Incentive Fees were waived.

For the three months ended March 31, 2025 , approximately $ 0.6 million of Base Management Fees and $ 0.3 million of Incentive Fees were waived.

Administrative Services Agreement

In July 2024, SUNS Manager entered into the Administrative Services Agreement with TCG Services LLC, an affiliate of SUNS Manager, Mr.

Tannenbaum and Mrs.

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.

Services Agreement

In July 2024, SUNS Manager entered into a Services Agreement with SRT Group LLC, an affiliate of SUNS Manager, Mr.

Tannenbaum, Mrs.

Tannenbaum, Mr.

Sedrish and Mr.

The Services Agreement sets forth the terms on which SRT Group LLC will provide SUNS its investment personnel.

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.

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 nine months ended September 30, 2025 and 2024:

The following table summarizes the related party costs incurred by the Company for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Affiliate costs

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Total $ 2,264,600 $ 617,554

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 :

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

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

Amounts payable to the Manager as of March 31, 2026 and December 31, 2025 were approximately $ 2.3 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 of this 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.

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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, may from time to time serve as administrative and collateral agents to the lenders under our co-investments.

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

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 March 31, 2026, there were 15 co-invested loans held by the Company and affiliates of the Company.

In March 2026, in connection with the foreclosure of the San Antonio Loan, the Company formed a joint venture with an affiliate co-lender to acquire the underlying hotel property.

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 entered the Revolving Credit Facility with SRT Finance LLC, an affiliate of the Company and Mr.

The Company maintains an unsecured revolving credit facility with SRT Finance LLC, an affiliate of the Company.

Refer to Note 7 for more information.

DIVIDENDS AND DISTRIBUTIONS

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

The following table summarizes the Company’s dividends declared during the three months ended March 31, 2026 and 2025:

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

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

Regular cash dividend 8/14/2024 12/31/2024 1/15/2025 0.42 2,908,666

2025 Period Subtotal

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

$ 0.30 $ 4,026,448

Regular cash dividend 3/10/2026 3/31/2026 4/15/2026 $ 0.30 $ 4,055,897

2026 Period Subtotal $ 0.30 $ 4,055,897

$ 0.90 $ 12,079,097

REPORTABLE SEGMENTS

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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 $ 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.

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 $ 4.0 million, or 39 %, of consolidated interest income during the three months ended March 31, 2026.

Interest income earned on the Company’s portfolio was concentrated with five borrowers each comprising more than 10% of consolidated interest income for an aggregate amount of $ 4.0 million, or 81 %, of consolidated interest income during the three months ended March 31, 2025.

SUBSEQUENT EVENTS

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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.

On April 1, 2026, the Company’s senior loan for a residential property in Austin, TX was repaid in full.

The outstanding principal balance of the senior secured term loan on the date of repayment was approximately $ 14.1 million.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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• impact of and changes in governmental regulations, tax law and rates, accounting guidance, tariffs and similar matters;

• the impact of a changing interest rate environment on our results of operations, cash flows and the market value of our loans;

• the impact of a changing interest rate and inflation environment on our results of operations, cash flows and the market value of our loans;

• our ability to maintain our exemption from registration under the Investment Company Act of 1940 (the “Investment Company Act”);

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• market trends in our industry, interest rates, real estate values, the securities markets or the general economy;

• we may not achieve some or all of the expected benefits of the Spin-Off;

• we may have indemnification liabilities to AFC under the Separation and Distribution Agreement;

• there had been no public market for Common Stock prior to the Distribution and an active trading market may not be sustained or be liquid in the future, which may cause the market price of Common Stock to decline significantly and make it difficult for investors to sell their shares;

• we may issue shares of preferred or common stock in the future, which could dilute your percentage ownership of SUNS;

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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 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.

Please see the section entitled “ Risk Factors ” located in our Annual Report on Form 10-K, filed with the SEC on March 12, 2026 , 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