Sunrise Realty Trust to acquire Southern Realty Trust; SRT holders get 1.45 SUNS shares + $0.05 cash

Sunrise Realty Trust, Inc.

Exchange ratio of 1.45 SUNS shares plus $0.05 cash per SRT share; fractional shares rounded up.
Expected closing in Q4 2026; requires approval from both SUNS and SRT stockholders.
Voting agreements cover ~28% of SUNS shares and ~32% of SRT shares, committing to vote in favor.
Lock-up agreement restricts SRT stockholders from selling SUNS shares for 120 days post-closing.
Amended management agreement reduces hurdle rate to 1.75%/quarter and incentive fee to 17.5% of Core Earnings.

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