8/6/2026

speaker
Operator
Conference Operator

Good day, and thank you for standing by. Welcome to the Sunrise Realty Trust Q2 2026 earnings call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 1-1 on your telephone. You will then hear an automated message advising that your hand is raised. To withdraw your question, please press star 11 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to our first speaker today, Robyn Tannenbaum, President of Sunrise Realty Trust.

speaker
Robyn Tannenbaum
President, Sunrise Realty Trust

Good morning, and thank you all for joining Sunrise Realty Trust's earnings call for the quarter ended June 30th, 2026. I'm joined this morning by Len Tannenbaum, our Executive Chairman, Brian Sedrish, our Chief Executive Officer, and Brandon Hetzel, our Chief Financial Officer. Before we begin, I would like to note that this call is being recorded. Replay information is included in our July 17, 2026 press release and is posted on the investor relations portion of our website at sunriserealtytrust.com along with our second quarter 2026 earnings release and investor presentation. Today's conference call includes forward-looking statements and projections that reflect the company's current views with respect to, among other things, market developments, our investment pipeline, anticipated portfolio yield, financial performance, and projections in 2026 and beyond, and the proposed Suns-SRT merger. These statements are subject to inherent uncertainties in predicting future results. Please refer to Sunrise Realty Trust's most recent periodic filings with the SEC including our quarterly report on Form 10-Q filed earlier this morning for certain conditions and significant factors that could cause actual results to differ materially from these forward-looking statements and projections. During today's conference call, management will refer to non-GAAP financial measures including distributable earnings. Please see our second quarter earnings release available on our website for reconciliations of the non-GAAP financial measures with the most directly comparable GAAP measures. The format for today's call is as follows. Len will provide an update on today's proposed merger announcement. Next, Brian will cover our view on the state of the CRE lending markets, discuss our existing portfolio, and provide an outlook for our investment pipeline. Then, Brandon will provide an update on our financial position. After that, we'll open the lines for Q&A. With that, I will now turn the call over to our Executive Chairman, Len Tannenbaum.

speaker
Len Tannenbaum
Executive Chairman, Sunrise Realty Trust

Thank you, Robyn. Good morning and welcome to our second quarter 2026 earnings conference call. Before turning to the proposed merger that we announced earlier today, for the quarter ended June 30, 2026, Sun generated distributable earnings of 29 cents per basic weighted average share of common stock. For the first six months of 2026, Distributable earnings of $0.65 per share exceeded the $0.60 per share of dividends that we declared over the same period. This reflected the continued earnings power of our portfolio. Turning to the proposed merger, earlier today we announced and filed with the SEC a signed definitive merger agreement under which Sons will acquire Southern Realty Trust, or SRT, a private mortgage REIT on the TCG real estate platform. We believe the transaction represents an attractive opportunity for our stockholders. Under the terms of the proposed transaction, SRT, which has $107 million of equity, will merge into the Suns platform and create a combined company with approximately $290 million of total equity value on a pro forma basis as of June 30th, 2026. Upon closing the merger, SRT shareholders will receive newly issued Suns common stock based on an exchange ratio that applies a 6% premium to SRT's book value per share relative to Suns book value per share as of the measurement date. Before turning to the strategic rationale, I want to note that this was an arm's length negotiated process. Sons and SRT each formed an independent special committee comprised entirely of independent directors. Each of the special committees retained outside legal counsel and independent financial advisors, with Oppenheimer & Company representing Sons and KBW, Keith, Bruett, and Woods representing SRT. Each of the Sons and SRT special committees and both companies' boards unanimously approved the transaction. In connection with the closing, Sun's management agreement will be amended and restated. Among other changes, number one, the incentive fee rate will be reduced from 20% to 17.5%. Number two, the hurdle rate will move from 8% to 7%. And number three, Sons Manager will provide a management fee waiver of $1 million in the aggregate over the four quarters following the closing to the benefit of all Sons stockholders. Strategically, we believe the combination will benefit Sons stockholders in several ways. We expect this transaction to immediately increase our equity base by approximately 60%, which should provide benefits to our cost of capital. A larger platform should provide improved and increased trading liquidity, broader index inclusion eligibility, and enhanced access to the unsecured markets. We believe the increased flow and market cap may attract a wider universe of investors who have a minimum market cap threshold for deployment. Additionally, from an operating standpoint, we anticipate G&A savings on a combined basis. which will potentially increase our margins post-transaction as we begin eliminating duplicative accounting, legal, audit, board, and regulatory compliance costs inherent in maintaining two separate REIT platforms. Because management already oversees both portfolios, which contain pieces of the same underlying loans, we believe there is no material integration risk We currently expect the transaction to close in the fourth quarter of 2026, subject to approval by SONS and SRT stockholders and the satisfaction of other customary closing conditions. SONS expects to file a proxy statement with the SEC containing additional information. Until the proxy statement is effective, we will limit our comments to the Form 8-K. With that, I'll turn it over to Brian to discuss the market environment and walk through our portfolio in more detail. Brian?

Disclaimer

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