Southern Realty Trust Shareholders Approve Merger with Sunrise Realty Trust, Company Announces Transition Period Dividends
GlobeNewswire
59m ago
Ai Focus
Southern Realty Trust indicates that the company's shareholders have approved the merger with Sunrise Realty Trust previously announced, and the shareholders of Sunrise have also approved the issuance of common shares related to the merger. The company stated that the transaction is expected to be completed on November 5th. After the merger, the company will continue to trade on NASDAQ under the name Sunrise Realty Trust with the ticker symbol SUNS.
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West Palm Beach, Florida, October 23, 2026 ( GLOBE NEWSWIRE ) – Southern Realty Trust Inc. (“ SRT ” or “the Company”) announced today that the company’s shareholders have approved, at a special general meeting of shareholders held earlier in the day, the previously announced merger transaction with Sunrise Realty Trust, Inc. (Nasdaq: SUNS, referred to as “ SUNS ”). The shareholders of SUNS also approved, at a special general meeting of shareholders held earlier in the day, the issuance of SUNS common shares related to the merger. The aforementioned approvals represent an important step in advancing the merger of SRT and SUNS into a larger and more efficient commercial real estate lending platform listed on Nasdaq.

CEO Brian Sedrish stated: "We are grateful to our shareholders for their support of this strategic combination. This merger is expected to integrate two complementary loan portfolios under a common set of prudent investment principles, thereby enabling faster scale expansion and enhancing our competitiveness and growth potential. We believe that the merged company will be well-positioned to continue to generate attractive risk-adjusted returns and create long-term value for our shareholders."

According to the arrangements after the merger is completed, each outstanding share of SRT will be converted into the right to receive 1.45 newly issued shares of SUNS. This conversion ratio reflects a premium of 6.0% based on the book value per share of SUNS as of June 30, 2026. In addition, Sunrise Manager LLC — the external manager of SUNS — will also pay $0.05 in cash for each share of SRT. The former shareholders of SRT are expected to hold approximately 39% of the shares in the merged company.

In accordance with the 'Merger Agreement and Plan' related to the merger ('Merger Agreement'), the board of directors of SRT has announced that for the period from the fourth quarter to the day before the completion of the merger, a proportional cash dividend of $0.13 per share ('Transition Period Dividend') will be distributed to the common stockholders of SRT. This dividend will be paid on November 5, 2026, with the record date being November 2, 2026. Additionally, there is another special cash distribution of approximately $0.01 per share, which will be funded by SRT Group LLC, the external manager of SRT, and will be paid on November 4, 2026, with the same record date of November 2, 2026. Both distributions will be made before the completion of the merger.

The company expects the merger to be completed on November 5, 2026, but it is still subject to the fulfillment of several customary remaining conditions. Upon completion of the transaction, SRT will become a wholly-owned subsidiary of SUNS. After the merger, the company will continue to operate under the names Sunrise Realty Trust and Inc, and its common shares will trade on NASDAQ under the code “SUNS”.

Regarding Southern Realty Trust Inc.

Southern Realty Trust Inc. ("SRT" or "Company") was established in 2023, mainly initiating debt investments in commercial real estate ("CRE") in the southern United States, and providing funding for high-quality borrowers and sponsors with transitional business plans, collateralized by high-quality CRE assets, as well as those with recent opportunities for value creation and capital restructuring. For more information, please visit www.theSRTgroup.com.

About TCG Real Estate

TCG Real Estate refers to a group of related entities that focus on CRE debts, including a mortgage real estate investment trust fund listed on NASDAQ ("REIT"), Sunrise Realty Trust, Inc (NASDAQ: SUNS), as well as a private mortgage REIT —— Southern Realty Trust Inc. These entities provide flexible financing for transitional CRE properties, with a focus on high-quality CRE assets located in the southern United States that have economic advantages and growth potential. For more information, please visit www.theTCG.com.

Forward-looking Statements

Certain statements contained in this press release, including those expressing beliefs, expectations, or intentions, as well as statements that are not historical facts, are forward-looking statements. The company's forward-looking statements typically include words such as "intends," "will," "estimates," "expects," "predicts," "believes," "anticipates," "plans," "aims," or other expressions that convey uncertainty regarding future events or results. Among other things, statements regarding the expected completion time of the merger, the expected benefits of the merger, the expected shareholding of the merged company, as well as arrangements for interim dividends and special cash distributions, are considered forward-looking statements. These forward-looking statements are only valid as of the date of issuance of this press release. Except as required by law, the company assumes no obligation to update these statements and reminds readers not to rely excessively on them. The company makes these forward-looking statements based on its current expectations and assumptions about future events, which it believes to be reasonable. However, these forward-looking statements are inherently subject to significant business, economic, competitive, regulatory, and other risks, contingencies, and uncertainties, most of which are difficult to predict and beyond the company's control. Actual future results and performance may differ significantly from those indicated or implied in these forward-looking statements.Relevant risks and uncertainties include: the merger not being completed in accordance with the expected terms or timeline, or not being able to be completed at all; failure to meet the remaining conditions for the merger settlement; any events, changes, or other circumstances that may lead to the termination of the merger agreement; failure to achieve the expected benefits from the merger; the business of SRT and SUNS not being successfully integrated, or the integration being more difficult, time-consuming, or costly than anticipated; the impact of the pending completion of the merger on the business relationships and operating results of both parties; shareholder litigation risks related to the merger; the risk of management's attention being diverted from daily operations; and fluctuations in the market price of SUNS common stock, which may affect the value of the consideration obtained by SRT shareholders as a result of the merger.

Investor Relations Contact Person

Robyn Tannenbaum // Will Rotatori

561-510-2293 // 561-510-6109

ir @ thetcg.com

Media Contact

Jim Velgot

561-510-1416

ir @ thetcg.com

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