Sunrise Realty Trust, Inc. 10-Q

Item 1. Financial Statements SUNRISE REALTY TRUST, INC. BALANCE SHEETS As of September 30, 2024 December 31, 2023 (unaudited) Assets Loans held for investment at carrying value, net $ 96,405,746 $ — Cash and cash equivalents 70,171,119 31,244,622 Interest receivable 1,007,320 — Prepaid expenses and other assets 250,339 — Total assets $ 167,834,524 $ 31,244,622 Liabilities Accrued interest $ 43,197 $ — Dividends payable 4,362,999 — Current expected credit loss reserve 24,327 — Accrued management and incentive fees 422,238 — Accrued direct administrative expenses 487,870 — Accounts payable and other liabilities 355,083 10,000 Line of credit payable to affiliate 50,000,000 — Total liabilities 55,695,714 10,000 Commitments and contingencies (Note 7) Shareholders' equity Member's equity — 31,234,622 Preferred stock, par value $ 0.01 per share, 10,000 and 0 shares authorized at September 30, 2024 and December 31, 2023 and 0 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively — — Common stock, par value $ 0.01 per share, 50,000,000 and 0 shares authorized at September 30, 2024 and December 31, 2023 and 6,925,395 and 0 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively 69,254 — Additional paid-in capital 114,844,562 — Accumulated (deficit) earnings ( 2,775,006 ) — Total shareholders' equity 112,138,810 31,234,622 Total liabilities and shareholders' equity $ 167,834,524 $ 31,244,622 See accompanying notes to the financial statements 1 Index SUNRISE REALTY TRUST, INC. STATEMENTS OF OPERATIONS (unaudited) Three months ended September 30, Period from August 28, 2023 to September 30, Nine months ended September 30, Period from August 28, 2023 to September 30, 2024 2023 2024 2023 Revenue Interest income $ 3,220,930 $ 7,767 $ 7,226,812 $ 7,767 Interest expense ( 43,197 ) — ( 43,197 ) — Net interest income 3,177,733 7,767 7,183,615 7,767 Expenses Management and incentive fees 422,238 — 422,238 — General and administrative expenses 572,249 — 593,817 — Stock-based compensation 160,139 — 160,139 — Professional fees 332,271 — 968,643 — Total expenses 1,486,897 — 2,144,837 — Decrease (increase) in provision for current expected credit losses 47,527 — ( 24,327 ) — Net income before income taxes 1,738,363 7,767 5,014,451 7,767 Income tax expense — — — — Net income $ 1,738,363 $ 7,767 $ 5,014,451 $ 7,767 Earnings per common share: Basic earnings per common share $ 0.26 $ — $ 0.74 $ — Diluted earnings per common share $ 0.25 $ — $ 0.73 $ — Weighted average number of common shares outstanding: Basic weighted average shares of common stock outstanding 6,800,500 6,889,032 6,800,500 6,889,032 Diluted weighted average shares of common stock outstanding 6,825,905 6,889,032 6,825,905 6,889,032 See accompanying notes to the financial statements 2 Index SUNRISE REALTY TRUST, INC. STATEMENTS OF SHAREHOLDERS’ EQUITY (unaudited) 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 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 Period from August 28, 2023 to September 30, 2023 Member's Equity Common Stock Additional Paid-In Capital Accumulated Earnings (Deficit) Total Shareholders' Equity Shares Amount Balance as of August 28, 2023 $ — — $ — $ — $ — $ — Net transfers and distributions from (to) Former Parent 21,000,000 — — — — 21,000,000 Net income 7,767 — — — — 7,767 Balance as of September 30, 2023 $ 21,007,767 — $ — $ — $ — $ 21,007,767 See accompanying notes to the financial statements 3 Index SUNRISE REALTY TRUST, INC. STATEMENTS OF SHAREHOLDERS’ EQUITY (unaudited) 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 Net income — — — — 5,014,451 5,014,451 Balance as of September 30, 2024 $ — 6,925,395 $ 69,254 $ 114,844,562 $ ( 2,775,006 ) $ 112,138,810 Period from August 28, 2023 to September 30, 2023 Member's Equity Common Stock Additional Paid-In Capital Accumulated Earnings (Deficit) Total Shareholders' Equity Shares Amount Balance as of August 28, 2023 $ — — $ — $ — $ — $ — Net transfers and distributions from (to) Former Parent 21,000,000 — — — — 21,000,000 Net income 7,767 — — — — 7,767 Balance as of September 30, 2023 $ 21,007,767 — $ — $ — $ — $ 21,007,767 See accompanying notes to the financial statements 4 Index SUNRISE REALTY TRUST, INC. STATEMENT OF CASH FLOWS (unaudited) Nine months ended September 30, Period from August 28, 2023 to September 30, 2024 2023 Operating activities: Net income $ 5,014,451 $ 7,767 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Increase (decrease) in provision for current expected credit losses 24,327 — Accretion of deferred loan original issue discount and other discounts ( 114,395 ) — Stock-based compensation 148,639 — Interest drawn on loans ( 2,428,444 ) — Changes in operating assets and liabilities: Interest receivable ( 1,007,320 ) — Prepaid expenses and other assets ( 250,339 ) — Accrued interest 43,197 — Accrued management and incentive fees 422,238 — Accrued direct administrative expenses 487,870 — Accounts payable and other liabilities 345,083 — Net cash provided by (used in) operating activities 2,685,307 7,767 Cash flows from investing activities: Issuance of and fundings on loans ( 118,775,580 ) — Principal repayment of loans 24,912,673 — Net cash (used in) provided by investing activities ( 93,862,907 ) — Cash flows from financing activities: Net transfers and distributions from (to) Former Parent 80,104,097 21,000,000 Borrowings on revolving credit facility 50,000,000 — Net cash provided by (used in) financing activities 130,104,097 21,000,000 Net increase (decrease) in cash and cash equivalents 38,926,497 21,007,767 Cash and cash equivalents, beginning of period 31,244,622 — Cash and cash equivalents, end of period $ 70,171,119 $ 21,007,767 Supplemental disclosure of non-cash activity: OID withheld from funding of loans $ 1,255,761 $ — Dividends declared and not yet paid $ 4,362,999 $ — Supplemental information: Interest paid during the period $ — $ — Income taxes paid during the period $ — $ — See accompanying notes to the financial statements 5 Index SUNRISE REALTY TRUST, INC. NOTES TO THE FINANCIAL STATEMENTS As of September 30, 2024 (unaudited) 1. ORGANIZATION Sunrise Realty Trust, Inc. (the “Company” or “SUNS”) (f/k/a CRE South LLC) was formed on August 28, 2023, and converted from a Delaware limited liability company to a Maryland corporation in February 2024. The Company is an institutional lender that provides debt capital solutions to the commercial real estate (“CRE”) market in the Southern United States. The Company focuses on originating, underwriting and managing CRE debt investments and providing capital to high-quality borrowers and sponsors with transitional business plans collateralized by CRE assets with opportunities for near-term value creation, as well as recapitalization opportunities. The Company intends to create a diversified investment portfolio, targeting investments in senior mortgage loans, mezzanine loans, B-notes, commercial mortgage-backed securities (“CMBS”) and debt-like preferred equity securities across CRE asset classes. The Company intends for its investment mix to include high quality residential, including multi-family, condominiums and single-family residential communities, retail, office, hospitality, industrial, mixed-use and specialty-use real estate. The Company operates in one operating segment. SUNS is externally managed and advised by Sunrise Manager LLC (“SUNS Manager” or the “Manager”), a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) . The Company conducts its business through the parent company, Sunrise Realty Trust, Inc., and several subsidiaries. The Company consolidates all of its subsidiaries under generally accepted accounting principles in the United States of America (“GAAP”). 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 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. Spin-Off 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 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 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 SUNS 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 Capital Market 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 and 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. Hetzel. 6 Index 2. SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim financial statements should be read in conjunction with the audited financial statements and the related management’s disclosure and analysis of financial condition and results of operations included in the Company’s final Information Statement included as Exhibit 99.1 to the Company’s Registration Statement on Form 10, initially filed on February 22, 2024, as amended, and declared effective on July 2, 2024 (File No. 001-41971) by the U.S. Securities and Exchange Commission (the “SEC”), the final version of which was included as Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on July 3, 2024 (the “Information Statement”). Refer to Note 2 to the Company’s financial statements in the Information Statement for a description of the Company’s significant accounting policies. The Company has included disclosures below regarding basis of presentation and other accounting policies that (i) are required to be disclosed quarterly, (ii) have material changes or (iii) the Company views as critical as of the date of this report. Basis of Presentation The accompanying unaudited interim financial statements and related notes have been prepared on the accrual basis of accounting in conformity with GAAP and in conformity with the rules and regulations of the SEC applicable to interim financial information. The unaudited interim financial statements reflect all adjustments that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. 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. The aggregate net effect of transactions between the Company and related parties that have 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, 2024. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant estimates include the current expected credit losses (“CECL”). 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 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 November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023 - 07— Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024; early adoption is permitted. The amendments should be applied retrospectively to all prior period s presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently evaluating the impact of the update on the Company’s future financial statements. 7 Index 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. The amendments should be applied prospectively, however retrospective application is permitted. The Company does not currently anticipate that adoption of ASU 2023-09 will have a material impact on the financial statements. 3. LOANS HELD FOR INVESTMENT AT CARRYING VALUE As of September 30, 2024 and December 31, 2023, t he Company’s portfolio included six and zero loans held at carrying value, respectively. The aggregate originated commitment under these loans was approximately $ 121.6 million and zero , resp ectively, and outstanding principal was approximately $ 97.5 million and zero , respectively, as of September 30, 2024 and December 31, 2023. During the nine months ended September 30, 2024, the Company funded approximately $ 122.5 million of new loans and additional principal and had approximately $ 24.9 million of principal repayments of loans held at carrying value. As of September 30, 2024 and December 31, 2023, approximately 72 % and zero , respectively, of the Company’s loans held at carrying value had floating interest rates. As of September 30, 2024, t hese floating benchmark rates included one-month Secured Overnight Financing Rate (“SOFR”) subject to a weighted average floor of 4.2 % and quoted at 4.8 %. The following table summarizes the Company’s loans held at carrying value as of September 30, 2024: As of September 30, 2024 Outstanding Principal (1) Original Issue Discount Carrying Value (1) Weighted Average Remaining Life (Years) (2) Senior mortgage loans (3) $ 75,179,550 $ ( 915,856 ) $ 74,263,694 2.7 Subordinate debt 22,367,562 ( 225,510 ) 22,142,052 2.6 Total loans held at carrying value $ 97,547,112 $ ( 1,141,366 ) $ 96,405,746 2.6 (1) The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted OID 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, 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. The following table presents changes in loans held at carrying value as of and for the nine months ended September 30, 2024: Principal Original Issue Discount Carrying Value Total loans held at carrying value at December 31, 2023 $ — $ — $ — New fundings 120,031,341 ( 1,255,761 ) 118,775,580 Funded interest 2,428,444 — 2,428,444 Accretion of original issue discount — 114,395 114,395 Loan repayments ( 24,912,673 ) — ( 24,912,673 ) Total loans held at carrying value at September 30, 2024 $ 97,547,112 $ ( 1,141,366 ) $ 96,405,746 8 Index A more detailed listing of the Company’s loans held at carrying value portfolio based on information available as of September 30, 2024 is as follows: Loan Type Location Outstanding Principal (1) Original Issue Discount Carrying Value (1) Interest Rate Maturity Date (2) Payment Terms (3) Senior mortgage loans: Mixed-use Houston, TX $ 10,629,036 $ ( 56,668 ) $ 10,572,368 16.5 % (4) 2/26/2026 I/O Residential Austin, TX 12,079,636 ( 129,133 ) 11,950,503 9.1 % (5) 7/3/2027 I/O Hospitality San Antonio, TX 25,342,611 ( 257,833 ) 25,084,778 11.2 % (6) 8/9/2027 I/O Residential PBG, FL 18,262,152 ( 250,868 ) 18,011,284 13.1 % (7) 9/1/2027 I/O Residential PBG, FL 8,866,115 ( 221,354 ) 8,644,761 11.1 % (8) 9/1/2027 I/O Subordinate debt: Residential Sarasota, FL 22,367,562 ( 225,510 ) 22,142,052 13.0 % (9) 5/12/2027 I/O Total loans held at carrying value $ 97,547,112 $ ( 1,141,366 ) $ 96,405,746 (1) The difference between the Carrying Value and the Outstanding Principal amount of the loans consists of unaccreted OID and loan origination costs. (2) Certain loans are subject to contractual extension options and may be subject to performance based or other conditions as stipulated in the loan agreement. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment penalty. The Company may also extend contractual maturities and amend other terms of the loans in connection with loan modifications. (3) I/O = interest-only, P/I = principal and interest. P/I loans may include interest-only periods for a portion of the loan term. (4) Cash interest rate represents a blended rate of differing cash interest rates applicable to each of the senior and subordinate loans to which the Company is a lender under the credit agreements. The subordinate loan component bears interest at a base interest rate of 15.31 % plus SOFR (SOFR floor of 2.42 %) and the senior loan component bears interest at a base interest rate of 12.50 %. In August 2024, the Company and the borrower entered into an amendment to, among other things, (i) extend the maturity date on both loans from November 2024 to February 2026, (ii) modify the senior loan interest rate from floating ( 3.48 % plus SOFR, SOFR floor of 4.0 %) to fixed 12.5 % and (iii) include a $ 12.0 million upsize to the senior loan, of which the Company has commitments for $ 6.0 million and an affiliate co-investor has commitments for the rest. (5) Base interest rate of 4.25 % plus SOFR (SOFR floor of 4.75 %). (6) Base interest rate of 6.35 % plus SOFR (SOFR floor of 4.50 %). (7) Base interest rate of 8.25 % plus SOFR (SOFR floor of 4.00 %). (8) Base interest rate of 6.25 % plus SOFR (SOFR floor of 4.00 %). (9) Base interest rate of 13.0 %. 4. CURRENT EXPECTED CREDIT LOSSES The Company estimates its current expected credit losses on both the outstanding balances and unfunded commitments on loans held for investment and requires consideration of a broader range of historical experience adjusted for current conditions and reasonable and supportable forecast information to inform the “CECL Reserve” using a model that considers multiple datapoints and methodologies that may include discounted cash flows (“DCF”) and other inputs, which may include the risk rating of the loan, how recently the loan was originated compared to the measurement date and expected prepayment, if applicable. Calculation of the CECL Reserve requires loan specific data, which may include the fixed charge coverage ratio, loan-to-value ratio, property type and geographic location. Estimating the CECL Reserve also requires significant judgment with respect to various factors, including but not limited to, the expected timing of loan repayments and the Company’s current and future view of the macroeconomic environment. The Company may consider loan-specific qualitative factors on certain loans to estimate its CECL Reserve, which may include (i) whether cash from the borrower’s operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan and (iii) the liquidation value of collateral. For loans where the Company has deemed the borrower/sponsor to be experiencing financial difficulty, the Company may elect to apply a practical expedient in which the fair value of the underlying collateral is compared to the amortized cost of the loan in determining a specific CECL allowance. 9 Index As of September 30, 2024, the Company’s CECL Reserve for its loans held at carrying value is approximately $ 24.3 thousand, or 0.03 %, of the Company’s total loans held at carrying value of approximately $ 96.4 million, and is bifurcated between the current expected credit loss reserve (contra-asset) related to outstanding balances on loans held at carrying value of zero , and a liability for unfunded commitments of approximately $ 24.3 thousand. The Company made its first investment in January 2024 and therefore did not have a CECL Reserve as of December 31, 2023. 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. 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, 2024 was as follows: Outstanding (1) Unfunded (2) Total Balance at June 30, 2024 $ 37,421 $ 34,433 $ 71,854 (Decrease) increase in provision for current expected credit losses ( 37,421 ) ( 10,106 ) ( 47,527 ) Write-offs — — — Recoveries — — — Balance at September 30, 2024 $ — $ 24,327 $ 24,327 Outstanding (1) Unfunded (2) Total Balance at December 31, 2023 $ — $ — $ — Increase (decrease) in provision for current expected credit losses — 24,327 24,327 Write-offs — — — Recoveries — — — Balance at September 30, 2024 $ — $ 24,327 $ 24,327 (1) As of September 30, 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 balance sheets. (2) As of September 30, 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 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. Risk factors include property type, geographic and local market dynamics, physical condition, projected cash flow, loan structure and exit plan, loan-to-value ratio, fixed charge coverage ratio, project sponsorship, and other factors deemed necessary by the Company. Based on a 5-point scale, the Company’s loans are rated “1” through “5,” from less risk to greater risk, which ratings are defined as follows: Rating Definition 1 Very Low Risk — Investment exceeds performance expectations. Trends and risk factors since time of investment are favorable. 2 Low Risk — Investment performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable. 3 Medium Risk — Performing investments requiring closer monitoring. Trends and risk factors show some deterioration. 4 High Risk/ Potential for Loss — Investment underperforming with the potential of some interest loss. Trends and risk factors are negative. 5 Impaired/ Loss Likely — Investment underperforming with expected loss of interest, and full recovery of principal is unlikely. The risk ratings are primarily based on historical data as well as taking into account future economic conditions. 10 Index As of September 30, 2024, 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: Risk Rating: 2024 Total 1 $ 10,572,368 $ 10,572,368 2 85,833,378 85,833,378 3 — — 4 — — 5 — — Total $ 96,405,746 $ 96,405,746 5. INTEREST RECEIVABLE The following table summarizes the interest receivable for the Company as of September 30, 2024 and December 31, 2023: As of September 30, 2024 As of December 31, 2023 Interest receivable $ 983,034 $ — Unused fees receivable 16,473 — Other fees receivable 7,813 — Total interest receivable $ 1,007,320 $ — 6. DEBT Revolving Credit Facility In September 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 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 “SRT 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 SRT Revolving Credit Facility at 1-month SOFR (subject to a 3.0 % floor) plus a margin of 2.75 % ( 7.60 % at September 30, 2024 ), with a maturity date of December 31, 2025. The Company did not incur any fees or costs related to the origination of the SRT Revolving Credit Facility, and the SRT Revolving Credit Facility does not have any unused fees. As of September 30, 2024 , the Company drew on the full amount of the Revolving Credit Facility, resulting in $ 50.0 million in outstanding borrowings and zero available for borrowing. Interest expense incurred for the three and nine months ended September 30, 2024 was approximately $ 43.2 thousand. The borrowings were subsequently repaid on October 1, 2024. The SRT Revolving Credit Facility was terminated on November 6, 2024. 7. COMMITMENTS AND CONTINGENCIES As of September 30, 2024 and December 31, 2023, the Company had the following commitments to fund various investments: As of September 30, 2024 As of December 31, 2023 Total original loan commitments $ 121,570,101 $ — Less: drawn commitments ( 97,547,112 ) — Total undrawn commitments $ 24,022,989 $ — 11 Index The Company from time to time may be a party to litigation in the normal course of business. The Company investigates these claims as they arise. 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, 2024, the Company is not aware of any legal claims that could materially impact its business, financial condition or results of operations. 8. SHAREHOLDER’S 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, 2024 and December 31, 2023, the Company authorized 10,000 and zero shares of Preferred Stock, par value $ 0.01 per share (the “Preferred Stock”), respectively, of which none have been issued. The Company’s Board of Directors (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 SUNS’ Common Stock. There were no shares of Preferred Stock designated or outstanding as of September 30, 2024 and December 31, 2023, respectively. Common Stock As of September 30, 2024 and December 31, 2023, the Company authorized 50,000,000 and zero shares of Common Stock, respectively, and issued 6,925,395 and zero shares of Common Stock, respectively. Spin-Off 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 SUNS 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 SUNS 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. 12 Index 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. Any award may be structured to be paid or settled in cash. The Company has granted, and currently intends to continue to grant, restricted stock awards to participants in the 2024 Plan, but it may also grant any other type of award available under the 2024 Plan in the future. 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 July 2024, the Board of Directors approved grants of 36,363 shares of restricted stock to Brian Sedrish in connection with his appointment as CEO, which vest over a three-year period with approximately 33 % vesting on each of the first, second and third anniversaries of July 9, 2024. As of September 30, 2024 , there were 36,363 shares of restricted stock granted under the 2024 Plan. As of September 30, 2024 , 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”) equals 551,122 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. The stock-based compensation expense for the Company was approximately $ 0.2 million for the three and nine months ended September 30, 2024 and zero during the period from August 28, 2023 to September 30, 2023, respectively. 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, 2024. There was no stock award activity during the period from August 28, 2023 (date of formation) to December 31, 2023. As of September 30, 2024 Converted upon Spin-Off 88,685 Granted 36,363 Vested ( 805 ) Forfeited — Balance 124,243 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, 2024: Number of shares of restricted stock Weighted-average grant date fair value Balance as of July 9, 2024 (1) 88,685 $ 13.00 Granted 36,363 13.75 Vested ( 805 ) 21.64 Forfeited — — Balance as of September 30, 2024 124,243 $ 13.16 (1) Effective date of conversion upon Spin-Off. The total fair value of shares vested during the three and nine months ended September 30, 2024 was approximately $ 11.8 thousand. 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 . There were no shares of restricted stock that were granted or that vested during the period from August 28, 2023 to September 30, 2023. 13 Index As of September 30, 2024 , there was approximately $ 1.3 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 2.23 years. 9. 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 nine months ended September 30, 2024 and for the period from August 28, 2023 to September 30, 2023 : Three months ended September 30, Period from August 28, 2023 to September 30, Nine months ended September 30, Period from August 28, 2023 to September 30, 2024 2023 2024 2023 Net income attributable to common shareholders $ 1,738,363 $ 7,767 $ 5,014,451 $ 7,767 Divided by: Basic weighted average shares of common stock outstanding 6,800,500 6,889,032 6,800,500 6,889,032 Weighted average unvested restricted stock 25,405 — 25,405 — Diluted weighted average shares of common stock outstanding 6,825,905 6,889,032 6,825,905 6,889,032 Basic weighted average earnings per common share $ 0.26 $ — $ 0.74 $ — Diluted weighted average earnings per common share $ 0.25 $ — $ 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 33,998 and 33,998 weighted average unvested restricted stock due to anti-dilutive effect for the three and nine months ended September 30, 2024, respectively, and zero for the period from August 28, 2023 to September 30, 2023 . 10. INCOME TAX 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. The Company intends to elect 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. 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. federal income tax laws for such taxable year and thereafter. 14 Index So long as the Company qualifies for taxation as a REIT, the Company generally will not be subject to U.S. federal income tax on the portion of our taxable income or capital gain that is distributed to stockholders annually. The income tax provision for the Company was zero for the three and nine months ended September 30, 2024 . For the three and nine months ended September 30, 2024 , the Company incurred no expense for U.S. federal excise tax. Excise tax represents a 4 % tax on the sum of a portion of the Company’s ordinary income and net capital gains not distributed during the period. If it is determined that an excise tax liability exists for the current period, the Company will accrue excise tax on estimated excess taxable income as such taxable income is earned. The expense is calculated in accordance with applicable tax regulations. The Company does not have any unrecognized tax benefits and the Company does not expect that to change in the next 12 months. 11. FAIR VALUE Fair Value of Financial Instruments 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 September 30, 2024 : As of September 30, 2024 Carrying Value Fair Value Financial assets: Cash and cash equivalents $ 70,171,119 $ 70,171,119 Loans held for investment at carrying value $ 96,405,746 $ 96,668,539 Estimates of fair value for cash and cash equivalents are measured using observable, quoted market prices, or Level 1 inputs. The Company’s loans held for investment are measured using unobservable inputs, or Level 3 inputs. 12. 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 is 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 Company’s 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. 15 Index 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. There was no Incentive Compensation incurred for the three and nine months ended September 30, 2024 or during the period from August 28, 2023 to September 30, 2023. 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. Tannenbaum. 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. Hetzel. The Services Agreement sets forth the terms on which SRT Group LLC will provide SUNS 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, 2024 and for the period from August 28, 2023 to September 30, 2023 : Three months ended September 30, Period from August 28, 2023 to September 30, Nine months ended September 30, Period from August 28, 2023 to September 30, 2024 2023 2024 2023 Affiliate costs Base management fees $ 422,238 $ — $ 422,238 $ — Incentive fees earned — — — — General and administrative expenses reimbursable to Manager 492,870 — 492,870 — Total $ 915,108 $ — $ 915,108 $ — Amounts payable to the Company’s Manager as of September 30, 2024 and December 31, 2023 were approximately $ 0.9 million and zero , respectively. Investments in Loans 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. The Company is not obligated to provide, nor has it provided, any financial support to the other managed investment vehicles. 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, 2024, there were six co-invested loans held by the Company and affiliates of the Company. 16 Index Unsecured Revolving Credit Facility with Affiliate The Company entered the Revolving Credit Facility with SRT Finance LLC, an affiliate of the Company and Mr. and Mrs. Tannenbaum. Refer to Note 6 for more information. 13. DIVIDENDS AND DISTRIBUTIONS The following table summarizes the Company’s dividends declared during the nine months ended September 30, 2024. No dividends were declared during the period from August 28, 2023 to September 30, 2023 : Declaration Date Record Date Payment Date Per Common Share Distribution Amount Total Distribution Amount Regular cash dividend 8/14/2024 9/30/2024 10/15/2024 $ 0.21 $ 1,454,333 Regular cash dividend 8/14/2024 12/31/2024 1/15/2025 0.42 2,908,666 2024 Period Subtotal $ 0.63 $ 4,362,999 14. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were available to be issued. There were no material subsequent events, other than those described below, that required disclosure in these unaudited interim financial statements. New Loan In November 2024, the Company and affiliated co-investors entered into a whole loan (the “Whole Loan”) consisting of an aggregate of $ 96.0 million in loan commitments. The property securing the loan is a development site and related condominium project located in Fort Lauderdale, Florida. The proceeds are expected to be used to commence and facilitate construction. The Company committed a total of $ 30.0 million and affiliated co-investors committed $ 60.0 million, with the remaining $ 6.0 committed by an unaffiliated investor (the “Originating Lender”). At closing, the Company funded approximately $ 3.6 million and the affiliated co-investors funded approximately $ 7.2 million and the Originating Lender funded approximately $ 0.7 million. The Whole Loan is split into a Senior Loan and Mezzanine Loan, each with two A-Notes ($ 62.4 million of the total commitment amount) and two B-Notes ($ 33.6 million of the total commitment amount, of which $ 6.0 million was committed by the Originating Lender). The A-Notes bear interest at a rate of SOFR plus 4.75 %, with a rate index floor of 4.75 %. The B-Notes bear interest at a rate of SOFR plus 11.00 %, with a rate index floor of 4.75 %. The A-Notes and B-Notes were issued at a discount of 1.0 % and mature in 26 months, subject to two , six-month extension options. Revolving Credit Facility On November 6, 2024, the Company entered into the Loan and Security Agreement (the “Revolving Credit Agreement”) by and among the Company, the lenders party thereto (the “Lenders”), and East West Bank, as Agent, Joint Lead Arranger, Joint Book Runner, Co-Syndication Agent and Co-Documentation Agent. The Revolving Credit Agreement provides for a senior secured revolving credit facility (the “Revolving Credit Facility”) with $ 50.0 million in initial aggregate commitments, 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 in the Revolving Credit Agreement. 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). 17 Index The Company is required to pay certain fees to the agent and the lenders under the Revolving Credit Agreement, including a $ 75,000 agent fee payable to the agent and an 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 cash balance exceeds the minimum balance required per the Revolving Credit Agreement. The Revolving Credit Facility contains customary covenants, including covenants that limit or restrict the Company’s and its subsidiaries’ ability to incur liens, incur indebtedness, make certain restricted payments, merger or consolidate or make dispositions of assets. In addition, the Company and its subsidiaries are subject to certain financial covenants, including a liquidity and debt service coverage ratio covenant. The Revolving Credit Facility is guaranteed by certain material subsidiaries of the Company and is secured by substantially all assets of the Company and certain of its material subsidiaries; provided that upon the meeting of certain conditions, the facility will be secured only by certain assets of the Company comprising of or relating to loan obligations designed for inclusion in the borrowing base. Relationships Certain of the lenders and their affiliates may in the future engage in investment banking, commercial banking and other financial advisory and commercial dealings with the Company and its affiliates. Termination of SRT Revolving Credit Facility On November 6, 2024, in conjunction with the entry by the Company into the Revolving Credit Facility, the Company terminated the unsecured revolving credit agreement (the “Credit Agreement”) dated September 26, 2024, by and between the Company, as borrower, and SRT Finance LLC, as agent and lender. 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. 18 Index CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly Report”), filed by Sunrise Realty Trust, Inc. (the “Company,” “SUNS,” “we,” “us,” and “our”), and the information incorporated by reference herein, or made in other reports and filings with the SEC contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and we intend such statements to be covered by the safe harbor provisions contained therein. Some of the statements contained in this Quarterly Report, other than statements of current or historical facts, are forward-looking statements and are based on our current intent, belief, expectations and views of future events. The forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results or performance, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “project,” “could,” “would,” “will,” “can,” “continuing,” “may,” “aim,” “intend,” “ongoing,” “plan,” “predict,” “potential,” “should,” “seeks,” “likely to” or words or phrases of similar meaning. Specifically, this report includes forward-looking statements regarding (i) our portfolio and strategies for the growth of our commercial real estate lending business; (ii) our working capital, liquidity and capital requirements; (iii) potential state and federal legislative and regulatory matters; (iv) our expectations and estimates regarding certain tax, legal and accounting matters, including the impact on our financial statements and/or those of our borrowers; (v) the amount, collectability and timing of cash flows, if any, from our loans; (vi) our expected ranges of originations and repayments; (vii) estimates relating to our ability to make distributions to our shareholders in the future; and (viii) our investment strategy. These forward-looking statements reflect management’s current views about future events, and are subject to risks, uncertainties and assumptions. Our actual results may differ materially from the future results and events expressed or implied by the forward-looking statements. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following: • we have limited history of operating as an independent company, and our historical financial information is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results; • our ability to identify a successful business and investment strategy and execute on our strategy; • the ability of our Manager to locate suitable loan opportunities for us and to monitor and actively manage our portfolio and implement our investment strategy; • our ability to meet our expected ranges of originations and repayments; • the allocation of loan opportunities to us by our Manager; • changes in general economic conditions, in our industry and in the commercial finance and commercial real estate markets; • the state of the U.S. economy generally or in specific geographic regions in which we operate, including as a result of the impact of natural disasters; • the impact of a protracted decline in the liquidity of credit markets on our business; • the amount, collectability and timing of our cash flows, if any, from our loans; • our ability to obtain and maintain financing arrangements; • our expected leverage; • changes in the value of our loans; • losses that may be exacerbated due to the concentration of our portfolio in a limited number of loans and borrowers; • our expected investment and underwriting process; • the rates of default or recovery rates on our loans; • the degree to which our hedging strategies may or may not protect us from interest rate volatility; • the availability of investment opportunities in mortgage-related and real estate-related instruments and other securities; 19 Index • changes in interest rates and impacts of such changes on our results of operations, cash flows and the market value of our loans; • interest rate mismatches between our loans and our borrowings used to fund such loans; • the departure of any of the executive officers or key personnel supporting and assisting us from our Manager or its affiliates; • impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters; • the impact of a changing interest rate environment; • our ability to maintain our exemption from registration under the Investment Company Act (as defined below); • our ability to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes; • estimates relating to our ability to make distributions to our shareholders in the future; • our understanding of our competition; • 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; • that the Distribution will not qualify for tax-free treatment; • we may have indemnification liabilities to AFC under the Separation and Distribution Agreement; • there had been no public market for SUNS 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 SUNS 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; and • litigation, including costs associated with prosecuting or defending claims and any adverse outcomes. The above list of factors is not exhaustive or necessarily in order of importance. Please see the section entitled “ Risk Factors ” located in our final Information Statement on Form 10, the final version of which was included as Exhibit 99.1 on our Form 8-K filed with the SEC on July 3, 2024, 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.