Sunrise Realty Trust, Inc. 10-Q

Item 1A. Risk Factors There have been no material changes to the risk factors disclosed in Item 1A - “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, except as set forth below. Risks Relating to the Proposed Merger with SRT Completion of the Merger remains subject to conditions that we cannot control. The Merger is subject to various closing conditions, including the approval of our stockholders and the stockholders of SRT. There are no assurances that all of the conditions necessary to consummate the Merger will be satisfied or that the conditions will be satisfied in the time frame expected. We may fail to realize all of the expected benefits of the Merger or those benefits may take longer to realize than expected. The full benefits of the Merger may not be realized by us as expected or may not be achieved within the anticipated time-frame, or at all. Failure to achieve the anticipated benefits of the Merger could adversely affect our results of operations or cash flows, cause dilution to our earnings per share or book value per share, decrease or delay the expected accretive effect of the Merger, and negatively impact the share price of our common stock. In addition, we will be required to devote significant attention and resources prior to closing to prepare for the post-closing operation of the combined company. Post-closing, we may be required to devote significant attention and resources to successfully integrate SRT into our existing structure. This integration process may disrupt our business and, if ineffective, would limit the anticipated benefits of the Merger and could adversely affect our business. We will incur direct and indirect costs as a result of the Merger. We will incur substantial expenses in connection with and as a result of completing the SRT acquisition and, following completion, we may incur additional expenses in connection with combining the businesses, operations, policies and procedures of the two companies. Factors beyond our control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Recent Sales of Unregistered Securities None. Issuer Purchases of Equity Securities During the three months ended June 30, 2026 , we did not repurchase any shares of our Common Stock. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.