Sunrise Realty Trust Inc 2024年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the fiscal year ended December 31, 2024 ☐TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from __________ to __________ SUNRISE REALTY TRUST, INC. (Exact name of registrant as specified in its charter)Maryland93-3168928(State or other jurisdiction of incorporation ororganization)(I.R.S. Employer Identification Number) 525 Okeechobee Blvd., Suite 1650, West Palm Beach, FL 33401(Address of principal executive offices) (Zip Code) (561) 530-3315(Registrant’s telephone number, including area code) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on whichregistered Common Stock, $0.01 par value pershareSUNSThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes o No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d) of the Act. Yes o No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. Large acceleratedfiler☐Accelerated filer☐Non-acceleratedfiler☐Smallerreportingcompany☐Emerginggrowth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its managementassessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report. o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements. o Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to (§240.10D-1(b)). o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes☐No☐ As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscalquarter, the registrant’s common stock was not traded on any national securities exchange or in the over-the-counter market, and was not held by any non-affiliates. Therefore, the aggregate market value of itsvoting and non-voting common equity held by non-affiliates as of such date was $0. The registrant’scommon stock began trading on the Nasdaq Capital Market (the “Nasdaq”) on July 10, 2024 under thesymbol “SUNS.” Outstanding at March 1, 2025 Class Common stock, $0.01 par value per share DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Shareholders (to befiled with the Securities and Exchange Commission on or before April 30, 2025) are incorporated byreference into Part III of this Form 10-K. Table of Contents TABLE OF CONTENTS Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Annual Report”), filed by Sunrise Realty Trust, Inc. (the“Company,” “SUNS,” “we,” “us,” and “our”), and the information incorporated by reference herein, or madein other reports, filings with the SEC, and press releases contain “forward-looking statements” within themeaning of the Private Securities Litigation Reform Act of 1995, Sect