Sunrise Realty Trust, Inc.

Item Entry 1.01 into a Material Definitive Agreement. Merger Agreement On August 5, 2026, Sunrise Realty Trust, Inc., a Maryland corporation (the “Company”), Southern Realty Trust Inc., a Maryland corporation (“SRT”), Sunrise Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and, solely for the limited purposes set forth in the Merger Agreement (as defined below), Sunrise Manager LLC, a Delaware limited liability company and the external manager of the Company (“SUNS Manager”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Under the terms and subject to the conditions set forth in the Merger Agreement, SRT will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of the Company. The Merger Agreement, Merger and issuance of shares of common stock, $0.01 par value per share, of the Company (the “Company Common Stock”) in connection with the Merger (such issuance, the “Stock Issuance”) were unanimously approved by a special committee (the “Special Committee”) of the Company’s board of directors (the “Board”) consisting solely of independent and disinterested directors. The Board has, on the unanimous recommendation of the Special Committee, unanimously (i) determined that the Merger Agreement, the Stock Issuance, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company, (ii) authorized and approved the Merger Agreement, the Stock Issuance, the Merger and the other transactions contemplated by the Merger Agreement, (iii) directed that the Stock Issuance be submitted for consideration at the SUNS Stockholders Meeting (as defined below) and (iv) subject to the terms and conditions of the Merger Agreement, resolved to recommend the approval of the Stock Issuance by the holders of Company Common Stock (such holders, the “SUNS Stockholders”). The Company and SRT intend, for U.S. federal income tax purposes, that (i) the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Merger Agreement constitutes a “plan of reorganization” within the meaning of Sections 354 and 361 of the Code. As discussed below, the closing of the Merger (the “Closing”) is subject to a number of conditions, including (i) the approval of the Stock Issuance by the affirmative vote of the holders of a majority of the votes cast by holders of the Company Common Stock entitled to vote (such approval, the “SUNS Stockholder Approval”) at a meeting of the SUNS Stockholders (such meeting, the “SUNS Stockholders Meeting”) at which a quorum is present and (ii) the approval of the Merger by the holders of a majority of the outstanding shares of common stock, par value $0.01 per share, of SRT (the “SRT Common Stock”) entitled to vote (such approval, the “SRT Stockholder Approval”). Subject to the satisfaction or waiver of the closing conditions in the Merger Agreement, the Company expects to complete the Merger in the fourth quarter of 2026. Merger Consideration. Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of SRT Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Rollover Restricted Shares (each as defined in the Merger Agreement)) will be automatically converted into the right to receive the following (collectively, the “Merger Consideration”): from the Company, 1.45 (the “Exchange Ratio”) shares of Company Common Stock; and from SUNS Manager, an amount in cash per share equal to $0.05 (the “Per Share Additional SUNS Manager Consideration”). Any fractional shares of Company Common Stock that would otherwise have been received as a result of the Merger will be rounded up to the nearest whole share of Company Common Stock. Treatment of Outstanding SRT Equity Awards. In accordance with the Merger Agreement, each outstanding share of unvested SRT restricted stock issued under the SRT 2024 Equity Incentive Plan (the “SRT Equity Plan”), held by individuals who will continue as service providers of SUNS and/or its subsidiaries following the Effective Time will (i) as of the Effective Time, be converted into a number of restricted shares of Company Common Stock equal to the Exchange Ratio (the “Restricted Share Conversion Shares”) and (ii) receive the Per Share Additional SUNS Manager Consideration (the “Restricted Cash Payment”). The new Restricted Share Conversion Shares and Restricted Cash Payment shall, in each case, continue on the same vesting terms and conditions as the original unvested restricted shares of SRT and the terms and conditions of the Sunrise Realty Trust, Inc. Stock Incentive Plan, pursuant to the terms of the Merger Agreement. In accordance with the Merger Agreement, each outstanding share of unvested SRT restricted stock issued under the SRT Equity Plan held by individuals who will not continue as service providers of SUNS and/or its subsidiaries following the Effective Time will vest in full immediately prior to the Effective Time and, as of the Effective Time, shall be treated as issued and outstanding shares of SRT Common Stock and shall be converted into the right to receive the Merger Consideration. Closing Conditions. The obligation of each party to consummate the Merger is subject to a number of conditions, including, among others, (i) receipt of the SUNS Stockholder Approval, (ii) receipt of the SRT Stockholder Approval, (iii) the Lock-Up Agreement (as defined below), shall be in full force and effect, (iv) the termination of the management agreement between SRT and its manager, including the manager’s waiver of the termination fee otherwise payable in connection with such termination or the Merger, (v) the amendment and restatement of the Company’s management agreement, as further described below, (vi) the respective representations and warranties of the parties being true and correct, subject to the materiality standards contained in the Merger Agreement, (vii) each party’s compliance in all material respects with their respective covenants and agreements set forth in the Merger Agreement, (viii) the absence of a material adverse effect with respect to either the Company or SRT, (ix) the receipt by each party of (A) an opinion from the other party’s legal counsel that such other party has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Code, commencing with the taxable year ended December 31, 2024, and (B) a tax opinion from such party’s own legal counsel that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (x) the delivery of certain certificates. Representations, Warranties and Covenants. Each of the parties to the Merger Agreement has made certain customary representations, warranties and covenants. Among other things, the Merger Agreement provides that each of the Company and SRT will, until the Effective Time and subject to certain exceptions, conduct its businesses in all material respects in the ordinary course and use commercially reasonable efforts to preserve intact its current business organization and preserve key business relationships and maintain its status as a REIT. Each of the Company and SRT is subject to restrictions as specified in the Merger Agreement on certain actions each company may take prior to the Effective Time, including, among other things, actions not in the ordinary course of business related to amending organizational documents, issuing or repurchasing capital stock, engaging in certain business transactions and incurring indebtedness. Go-Shop and No-Shop; Non-Solicitation. From the date of signing until 12:01 a.m., Eastern Time, on September 5, 2026 (the “Go-Shop Period”), SRT, its subsidiaries and their respective representatives may, directly or indirectly: (a) solicit, initiate, encourage or facilitate alternative acquisition proposals; (b) furnish or otherwise provide access of non-public information to any third party in connection with an alternative acquisition proposal; and (c) participate in or facilitate discussions or negotiations with any third party with respect to such proposal. The Merger Agreement also contains a “no-shop” provision which prohibits the Company, from the date of signing of the Merger Agreement, on the one hand, and SRT and its subsidiaries, from and after September 5, 2026 and until the earlier of the Effective Time or termination of the Merger Agreement, on the other hand, from soliciting alternative acquisition proposals from third parties and engaging in discussions or negotiations with third parties regarding alternative acquisition proposals. The “no-shop” provisions are subject to certain exceptions as more fully described in the Merger Agreement, including the ability of SRT to engage in the foregoing “go-shop” activities under certain circumstances in the event that it receives a bona fide, unsolicited competing acquisition proposal. Change of Recommendation; Termination Rights; Termination Payment. At any time prior to obtaining the SUNS Stockholder Approval, under certain circumstances specified in the Merger Agreement, the Board may change its recommendation to the SUNS Stockholders to vote in favor of the Stock Issuance if the Board determines in good faith after consulting with its legal and financial advisors that the failure to do so would be inconsistent with its legal duties under applicable law, provided that the Company complies with the procedures set forth in the Merger Agreement. The Merger Agreement contains certain termination rights for the Company and SRT. Either the Company or SRT may terminate the Merger Agreement: (i) by mutual written consent, (ii) if the Merger has not been completed on or before March 5, 2027, (iii) if a governmental authority restrains or otherwise prohibits the Merger, (iv) upon failure to obtain either the SUNS Stockholder Approval or the SRT Stockholder Approval or (v) due to uncured breaches by the other party of the Merger Agreement. In the event of a termination of the Merger Agreement under certain circumstances by SRT or the Company, the other party would be required to pay the other party a termination payment. The Merger Agreement provides for a termination payment of $2,250,000 payable by SRT (reduced to $1,500,000 in connection with a termination during the Go-Shop Period) and a termination payment of $3,000,000 payable by the Company, in each case in specified circumstances. Company Board of Directors. Pursuant to the Merger Agreement, the Company has agreed to take all necessary corporate action to elect to the Board, as of the Effective Time, one of SRT’s independent directors designated by SRT, to serve until the 2027 annual stockholders meeting of the Company, which such designee must be reasonably satisfactory to the Board. The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Merger Agreement has been included to provide investors with information regarding its terms and conditions. It is not intended to provide any other factual information about the Company, SRT, Merger Sub or SUNS Manager. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made only for purposes of the Merger Agreement and as of a specified date, are solely for the benefit of the parties to the Merger Agreement, are modified or qualified by information in confidential disclosure letters provided by each party to the other in connection with the signing of the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about the Company, SRT, Merger Sub or SUNS Manager at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with the Securities and Exchange Commission (the “SEC”). Investors and security holders are not third-party beneficiaries to the representations and warranties contained in the Merger Agreement and should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries, affiliates or assets. Amended and Restated Management Agreement Under the terms of the Merger Agreement, the Company and SUNS Manager have agreed to enter into an Amended and Restated Management Agreement (the “A&R Management Agreement”), effective upon the Closing. Upon its effectiveness, the A&R Management Agreement would supersede and replace the existing Management Agreement by and between the Company and SUNS Manager, dated February 22, 2024 (the “Existing Management Agreement”). The Existing Management Agreement will remain in full force and effect until the Closing in accordance with the Merger Agreement. The effectiveness of the A&R Management Agreement is subject to and conditioned upon the Closing in accordance with the Merger Agreement, and in the event that the Merger Agreement is terminated, the Existing Management Agreement will continue in full force and effect. The A&R Management Agreement would include the following terms and provisions: reduces the incentive compensation hurdle rate from 2.0% per fiscal quarter and 8.0% per fiscal year under the Existing Management Agreement to 1.75% per fiscal quarter and 7.0% per fiscal year, respectively; reduces SUNS Manager’s incentive compensation from 20% to 17.5% of applicable Core Earnings (as defined therein) and revises the related catch-up threshold from 166 2/3% to 153.85% of the hurdle amount; removes Section 15 (internalization of the SUNS Manager); provides for an initial term of one year from the effective date of the A&R Management Agreement, after which the A&R Management Agreement will renew automatically for successive one-year periods unless earlier terminated or not renewed in accordance with its terms; and provides for a temporary reduction in the base management fee of $250,000 per quarter for each of the first four quarters following the effective date of the A&R Management Agreement, beginning with the first full fiscal quarter thereafter. Voting Agreements In connection with the signing of the Merger Agreement, on August 5, 2026, the Company, Merger Sub and SRT entered into separate Voting Agreements (the “Voting Agreements”) with (i) certain SUNS Stockholders, including Leonard Tannenbaum, the Company’s Executive Chairman, and certain of his affiliates, who collectively own approximately 28% of the issued and outstanding Company Common Stock (the “SUNS Stockholders Voting Agreement”) and (ii) certain SRT stockholders, including, among others, Mr. Tannenbaum, the SRT Executive Chairman, and certain of his affiliates listed therein and Brian Sedrish, SRT’s Chief Executive Officer, who collectively own approximately 32% of the issued and outstanding SRT Common Stock (the “SRT Stockholders Voting Agreement”). Pursuant to the SUNS Stockholders Voting Agreement, the SUNS Stockholders party thereto agreed, among other things, to vote their shares of Company Common Stock (i) in favor of the Stock Issuance and any other actions necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including any proposal to adjourn the SUNS Stockholders Meeting to a later date if there are not sufficient votes to obtain the SUNS Stockholder Approval, and (ii) against any acquisition proposal and any other action that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or the SUNS Stockholders Voting Agreement. Pursuant to the SRT Stockholders Voting Agreement, the SRT stockholders party thereto agreed, among other things, to vote their shares of SRT Common Stock (i) in favor of the Merger and any other actions necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including any proposal to adjourn the SRT stockholder meeting to a later date if there are not sufficient votes to obtain the SRT Stockholder Approval, and (ii) against any acquisition proposal and any other action that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or the SRT Stockholders Voting Agreement. Each Voting Agreement will terminate upon the earlier to occur of (i) the Closing, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) the completion of the applicable stockholders meeting and the inspectors’ certification of the voting results, (iv) the applicable board or a committee thereof having effected an adverse recommendation change pursuant to the Merger Agreement or (v) with respect to any stockholder, the mutual written agreement of such stockholder, the Company, and SRT. The foregoing description of the Voting Agreements does not purport to be complete and, to the extent applicable, is qualified in its entirety by reference to the full text of the SUNS Stockholders Voting Agreement and SRT Stockholders Voting Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference. Lock-Up Agreement In connection with the signing of the Merger Agreement, on August 5, 2026, the Company, Merger Sub, SRT and certain SRT stockholders listed therein, including, among others, Mr. Tannenbaum and certain of his affiliates and Mr. Sedrish, who collectively own approximately 32% of the issued and outstanding SRT Common Stock, entered into a Lock-Up Agreement (the “Lock-Up Agreement”) pursuant to which such SRT stockholders, for a period of 120 days after the date of the Closing, agreed not to sell or transfer any Company Common Stock issued to such SRT stockholders in connection with the Merger. The foregoing description of the Lock-Up Agreement does not purport to be complete and, to the extent applicable, is qualified in its entirety by reference to the full text of the Lock-Up Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item Unregistered 3.02 Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Company Common Stock pursuant to the Merger Agreement as Merger Consideration is incorporated by reference in this Item 3.02. The Company Common Stock to be issued pursuant to the Merger Agreement will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Section 4(a)(2) of the Securities Act.

Item Regulation 7.01 FD Disclosure. On August 6, 2026, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is furnished hereto as Exhibit 99.1. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.