Sunrise Realty Trust, Inc. (Form: 8-K, Received: 03/05/2026 16:47:42)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2026

SUNRISE REALTY TRUST, INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland		001-41971		93-3168928
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

525 Okeechobee Blvd., Suite 1650

West Palm Beach, FL, 33401

(Address of principal executive offices, including zip code)

561-530-3315

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		SUNS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On February 27, 2026, Sunrise Realty Trust, Inc., a Maryland corporation (the “Company”), entered into an amendment (the “Amendment”) to that certain Loan and Security Agreement, dated as of November 6, 2024 (the “Agreement”), as amended, by and among the Company and Sunrise Realty Trust Holdings I LLC, as co-borrowers, the lenders party thereto, East West Bank (“EWB”), in its capacity as administrative agent for each member of the lenders party and the bank product, EWB, City National Bank of Florida and Everbank, N.A., as joint lead arrangers, EWB as sole bookrunner, co-syndication agent and co-documentation agent thereto. The Amendment, among other things (i) facilitates the entry of another lender, (ii) increases the maximum revolver amount by an additional $25 million, for a total of $165 million, and (iii) revises the required lender consent requirement such that any action requiring lender consent shall require the consent of EWB and Everbank, N.A.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.9G hereto and is incorporated by reference herein.

On March 5, 2026, Sunrise Realty Trust, Inc. issued a press release announcing the Amendment to the Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
10.9G		Amendment Number Seven to Loan and Security Agreement, dated as of February 27, 2026, by and among Sunrise Realty Trust, Inc., Sunrise Realty Trust Holdings I LLC, the lenders party thereto, and the joint lead arrangers, sole bookrunner, co-syndication agent, co-documentation agent and administrative agent party thereto.
99.1		Press Release issued by Sunrise Realty Trust, Inc. on March 5, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUNRISE REALTY TRUST, INC.

	By:	/s/ Brandon Hetzel
		Brandon Hetzel
		Chief Financial Officer and Treasurer

Date: March 5, 2026

Exhibit 10.9(g)

AMENDMENT NUMBER SEVEN TO LOAN AND SECURITY AGREEMENT

This Amendment Number Seven to Loan and Security Agreement (this “Amendment”) is entered into as of February 27, 2026 (the “Seventh Amendment Effective Date”), by and among EAST WEST BANK, (“EWB”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), EWB, CITY NATIONAL BANK OF FLORIDA, a national banking association (“CNBFL”), and EVERBANK, N.A. (“EverBank”), as Joint Lead Arrangers, EWB as Sole Book Runner, Co-Syndication Agreement and Co-Documentation Agent, and the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and SUNRISE REALTY TRUST, INC., a Maryland corporation (“SUNS”), and SUNRISE REALTY TRUST HOLDINGS I LLC, a Delaware limited liability company (“SUNS Holdings I”, and together with SUNS, each individually a “Borrower”, and collectively, jointly and severally, the “Borrowers”) in light of the following:

Agent, the Lenders, EWB, CNBFL and EverBank, as Joint Lead Arrangers, the Sole Book Runner, the Co-Syndication Agent, the Co-Documentation Agent and the Borrowers have previously entered into that certain Loan and Security Agreement, dated as of November 6, 2024 (as amended by that certain (i) Amendment Number One to Loan and Security Agreement dated as of December 9, 2024, (ii) Amendment Number Two to Loan and Security Agreement dated as of December 30, 2024, (iii) Amendment Number Three to Loan and Security Agreement dated as of February 26, 2025, (iv) Amendment Number Four to Loan and Security Agreement dated as of May 16, 2025, (v) Amendment Number Five to Loan and Security Agreement dated as of May 29, 2025, (vi) Amendment Number Six to the Loan and Security Agreement dated as of November 7, 2025, and as may be further amended, restated or otherwise modified from time to time, the “Agreement”);

Pursuant to Section 2.13 of the Agreement, the aggregate Commitments are being increased by the amount of $25,000,000 (the “Third Commitment Increase”);

Agent, in its capacity as Agent and not as a Lender, will assign the full amount of the Third Commitment Increase to Customers Bank (“Customers Bank”) pursuant to that certain Assignment and Acceptance Agreement dated as of the Seventh Amendment Effective Date, by and among Agent, as assignor, and Customers Bank, as assignee, and acknowledged and accepted by the Borrowers and Agent (the “Assignment”);

Immediately after giving effect to such Assignment, the Maximum Revolver Amount shall be increased by the Third Commitment Increase in accordance with and subject to the terms of this Amendment and the Maximum Revolver Amount shall be equal to $165,000,000; and

In accordance with Section 15.1 of the Agreement, Agent, all of the Lenders, and the Borrowers have agreed to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Agent, the Lenders, and the Borrowers hereby agree as follows as of the Seventh Amendment Effective Date:

1. DEFINITIONS. All initially capitalized terms used in this Amendment shall have the meanings given to them in the Agreement unless specifically defined herein.

2. AMENDMENTS.

(a) Section 1.1 of the Agreement is hereby amended by adding the following defined term in appropriate alphabetical order to read as follows:

“Amendment Number Seven Effective Date” means February 27, 2026.

(b) The definition of “Available Increase Amount” in Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

“Available Increase Amount” means, as of any date of determination, an amount equal to the result of (a) $150,000,000 minus (b) the aggregate principal amount of Increases to the Commitments previously made pursuant to Section 2.13 of this Agreement. For the avoidance of doubt, as of the Amendment Number Seven Effective Date, the result of the foregoing equation is $35,000,000.

(c) The definition of “Maximum Revolver Amount” in Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

“Maximum Revolver Amount” means $165,000,000, as may be decreased by the amount of reductions in the Commitments made in accordance with Section 2.3(c) of this Agreement and increased by the amount of any Increase made in accordance with Section 2.13 of this Agreement.

(d) The definition of “Required Lenders” in Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

“Required Lenders” means, at any time, Lenders having or holding more than 66.67% of the aggregate Advance Exposure of all Lenders; provided, that (i) the Advance Exposure of any Defaulting Lender shall be disregarded in the determination of the Required Lenders, (ii) at any time there are two or more Lenders (who are not Affiliates of one another or Defaulting Lenders), “Required Lenders” must include at least two Lenders (who are not Affiliates of one another), and (iii) it is understood and agreed that solely for purposes of this definition, “Required Lenders” must include EverBank and EWB for so long as each Lender (A) holds any Advance Exposure and (B) is not a Defaulting Lender.

(e) The definition of “Supermajority Lenders” in Section 1.1 of the Agreement is hereby deleted in its entirety.

(f) Section 15.1(a)(viii) of the Agreement is hereby amended and restated in its entirety to read as follows:

(viii) amend, modify, or eliminate the definitions of “Required Lenders” or “Pro Rata Share,”

(g) Section 15.1(c) of the Agreement is hereby amended and restated in its entirety to read as follows:

(c) No amendment, waiver, modification, elimination, or consent shall amend, without written consent of Agent, Borrower and the Required Lenders, modify, or eliminate the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible Obligor Loan Receivables) that are used in such definition to the extent that any such change results in more credit being made available to Borrower based upon the Borrowing Base, but not otherwise, or the definition of Maximum Revolver Amount;

3. REPRESENTATIONS AND WARRANTIES.

(a) Each Borrower hereby affirms to Agent and the Lenders that all of its representations and warranties set forth in the Loan Documents, after giving effect to this Amendment, are true, complete and accurate in all material respects except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date).

(b) Each Borrower represents and warrants as of the date hereof that (i) such Borrower has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended hereby) to which it is a party and (ii) the execution, delivery and performance by such Borrower of this Amendment have been duly approved by all necessary corporate action and does not (A) violate any material provision of federal, state, or local law or regulation applicable to such Borrower or its Subsidiaries or (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contract of such Borrower or its Subsidiaries except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

(c) Each Borrower represents and warrants as of the date hereof that this Amendment (i) has been duly executed and delivered by such Borrower, (ii) is the legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, and is in full force and effect, except to the extent that (A) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights or general principles of equity or (B) the availability of the remedies of specific performance or injunctive relief are subject to the discretion of the court before which any proceeding therefor may be brought, and (iii) does not and will not violate any material provision of the Governing Documents of such Borrower or its Subsidiaries.

4. NO DEFAULTS. Each Borrower hereby affirms to Agent and the Lenders that no Default or Event of Default has occurred and is continuing as of the date hereof.

5. CONDITIONS PRECEDENT. The effectiveness of this Amendment is expressly conditioned upon the fulfillment of each of the following conditions precedent, each in form and substance satisfactory to Agent:

(a) Receipt by Agent and the Lenders of a fully executed copy of this Amendment;

(b) Receipt by Agent and the Lenders of a fully executed copy of the Assignment;

(c) Receipt by Agent and the Lenders of evidence satisfactory to Agent, in its reasonable discretion, that for the four (4) fiscal quarters (on a quarter-by-quarter basis) immediately following the Third Commitment Increase, Borrowers and their Subsidiaries are in compliance on a pro forma basis with Section 8 of the Agreement;

(d) Borrowers shall have paid or reimbursed all Lender Group Expenses incurred in connection with the transactions evidenced by this Amendment and all fees payable in accordance with the Fee Letter, in each case, to the extent then due and payable; and

(e) Receipt by Agent of such other agreements, instruments, and documents contemplated by this Amendment or reasonably requested by Agent in connection with this Amendment.

6. ACKNOWLEDGEMENT. Each Borrower hereby acknowledges and reaffirms (a) all of its obligations and duties under the Loan Documents, and (b) that Agent, for the ratable benefit of the Lender Group, has and shall continue to have valid, perfected Liens in the Collateral.

7. COSTS AND EXPENSES. Each Borrower shall pay to Agent all of Lenders’ reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable and documented fees and expenses of its counsel, which counsel may include any local counsel deemed necessary, search fees, filing and recording fees, documentation fees, appraisal fees, travel expenses, and other fees) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents as well as expenses related to the maintenance of the facility (such as periodic searches).

8. LIMITED EFFECT. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall govern. In all other respects, the Agreement, as amended and supplemented hereby, shall remain in full force and effect.

9. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment. This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto and satisfaction of each of the other conditions precedent set forth in Section 3 hereof. This Amendment is a Loan Document and is subject to all the terms and conditions, and entitled to all the protections, applicable to Loan Documents generally. Delivery of an executed counterpart of this Amendment by telefacsimile or .pdf shall be equally effective as delivery of a manually executed counterpart.

10. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE. Section 13 of the Agreement is incorporated herein by reference mutatis mutandis.

[Signatures on next page.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

	EAST WEST BANK,
	as Agent, a Joint Lead Arranger, Sole Book Runner and a Lender

	By:	/s/ Martin Kriegler
	Name:	Martin Kriegler
	Title:	Senior Vice President