DEF 14A of Sunrise Realty Trust, Inc., Apr 15, 2026

DEF 14A of Sunrise Realty Trust, Inc.

Filed Apr 15, 2026 · FY20250001140361-26-014817

Open on EDGAR

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    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box:

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    | ☐ | Preliminary Proxy Statement | | ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | ☒ | Definitive Proxy Statement | | ☐ | Definitive Additional Materials | | ☐ | Soliciting Material Under §240.14a-12 |

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    SUNRISE REALTY TRUST, INC. (Name of Registrant as Specified In Its Charter) Not applicable (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):

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    | ☒ | No fee required | | ☐ | Fee paid previously with preliminary materials. | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |

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    | NOTICE OF ANNUAL MEETING OF SHAREHOLDERS |

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    Tuesday, May 26, 2026 9:30 a.m. Eastern Time

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    | HOW TO ATTEND: | The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Sunrise Realty Trust, Inc. (the “Company”) will be held virtually on Tuesday, May 26, 2026, at 9:30 a.m. Eastern Time. In order to attend the Annual Meeting via live audio webcast, please visit www.virtualshareholdermeeting.com/SUNS2026 and enter the control number on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials, as applicable, you previously received. You will not be able to attend the Annual Meeting in person. | | ITEMS OF BUSINESS: | (1) Elect the two Class II directors named in the accompanying Proxy Statement to serve until the Company’s 2029 annual meeting of shareholders and until their respective successors are duly elected and qualified; (2) Ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and (3) Transact such other business as may properly come before the meeting or any postponements or adjournments thereof. | | WHO MAY VOTE: | Shareholders of record at the close of business on March 31, 2026. |

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    Your vote is important to us. Whether or not you intend to attend the virtual meeting, please vote using the Internet, by telephone or by mail, in each case, by following the instructions in our Proxy Statement. Shareholders who execute a proxy may nevertheless attend the virtual meeting and vote their shares during the virtual meeting.

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    | | By Order of the Board of Directors, | | | Leonard M. Tannenbaum | | April 15, 2026 | Executive Chairman of the Board |

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    Important Notice Regarding the Availability of Proxy Materials: This Proxy Statement and our 2025 Annual Report are available on the Internet at www.proxyvote.com These materials are also available on our website at https://ir.sunriserealtytrust.com. The other information on our corporate website does not constitute part of this Proxy Statement.

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    | SUNRISE REALTY TRUST, INC. | 2026 PROXY STATEMENT | 1 |

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    | TABLE OF CONTENTS |

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    | Notice of Annual Meeting of Shareholders | 1 | | Proxy Summary | 3 | | Proposal 1 - Election of Directors | 5 | | Corporate Governance | 8 | | Executive Officers of the Company | 14 | | Executive Compensation | 15 | | Compensation Committee Interlocks and Insider Participation | 17 | | Director Compensation | 17 | | Security Ownership of Certain Beneficial Owners and Management | 18 | | Report of the Audit and Valuation Committee | 19 | | Proposal 2 - Ratification of Independent Registered Public Accounting Firm | 20 | | Transactions with Related Persons | 21 | | Other Matters | 26 | | Annual Report to Shareholders | 26 | | Shareholder Proposals and Director Nominations for the 2027 Annual Meeting | 27 | | Questions and Answers About the Proxy Materials and Annual Meeting | 27 |

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    | SUNRISE REALTY TRUST, INC. | 2026 PROXY STATEMENT | 2 |

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    525 Okeechobee Blvd., Suite 1650 West Palm Beach, FL, 33401

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    | Proxy Summary |

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    2026 Annual Meeting of Shareholders To Be Held Tuesday, May 26, 2026 Sunrise Realty Trust, Inc.’s Board of Directors is soliciting your proxy for the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually on Tuesday, May 26, 2026, at 9:30 a.m. Eastern Time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement. This Proxy Statement and our Annual Report for the year ended December 31, 2025 (the “2025 Annual Report”) are first being made available to shareholders on or about April 15, 2026. We will be hosting the Annual Meeting via live audio webcast. Shareholders will be able to virtually attend the Annual Meeting via the internet by accessing www.virtualshareholdermeeting.com/SUNS2026 and entering the control number on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials they previously received, as applicable. Unless the context otherwise requires, references in this Proxy Statement to “Sunrise Realty Trust,” “Company,” “we,” “our,” “us,” and similar terms refer to Sunrise Realty Trust, Inc., a Maryland corporation. This proxy summary highlights information contained elsewhere in this Proxy Statement and does not contain all information that you should review and consider. Please read the entire proxy statement with care before voting.

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    | MEETING INFORMATION |

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    2026 Annual Meeting of Shareholders

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    | TIME AND DATE | PLACE | RECORD DATE | | 9:30 a.m. Eastern Time on Tuesday, May 26, 2026 | The Annual Meeting will be hosted via live audio webcast on the Internet at www.virtualshareholdermeeting.com/SUNS2026. | March 31, 2026 |

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    | SUNRISE REALTY TRUST, INC. | 2026 PROXY STATEMENT | 3 |

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    Voting Shareholders as of the close of business on the record date are entitled to vote. If you are a beneficial owner who owns shares of our common stock, par value $0.01 per share (“Common Stock”), registered in the name of a broker, bank or other nominee, please follow the instructions they provide on how to vote your shares. Shareholders of record may vote as follows:

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    | | | | | Vote by telephone by calling 1-800-690-6903. | Vote by Internet at www.proxyvote.com | Complete and return each proxy card received in the prepaid envelope. |

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    Vote during the meeting via the Internet at www.virtualshareholdermeeting.com/SUNS2026. Voting Matters

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    | PROPOSALS | | BOARD RECOMMENDATION | | 1 | Election of Class II Directors | FOR ALL director nominees | | 2 | Ratification of the Appointment of CohnReznick LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2026 | FOR |

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    | SUNRISE REALTY TRUST, INC. | 2026 PROXY STATEMENT | 4 |

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    | Proposal 1 - Election of Directors |

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    Our Board of Directors (“Board” or “Board of Directors”) is currently comprised of five directors. Under our Articles of Incorporation (the “Articles of Incorporation”), our Board of Directors is divided into three classes, each serving a staggered three-year term and with one class being elected at each year’s annual meeting of shareholders as follows:

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    | ● | the Class I directors are Leonard M. Tannenbaum and Alexander C. Frank, and their terms will expire at the 2028 annual meeting of shareholders; |

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    | ● | the Class II directors are Brian Sedrish and James Fagan, and their terms will expire at the Annual Meeting; and |

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    | ● | the Class III director is Jodi Hanson Bond, and her term will expire at the 2027 annual meeting of shareholders. |

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    Upon the recommendation of the Nominating and Corporate Governance Committee of our Board of Directors, our Board has nominated each of Brian Sedrish and James Fagan for election to our Board of Directors as Class II directors to serve until the 2029 annual meeting of shareholders and until their respective successors are duly elected and qualified. Proxies may only be voted for the two Class II directors nominated for election at the Annual Meeting. Each of the director nominees has consented to being named in this Proxy Statement and to serving as a director, if elected. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, the proxy holders will vote the proxies received by them for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors on the Board. Our Directors Set forth below is biographical information about each of our director nominees and our continuing directors. The primary experience, qualifications, attributes and skills of each of our director nominees that led to the conclusion of the Nominating and Corporate Governance Committee and the Board of Directors that such nominee should serve as a member of the Board of Directors are also described below.

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    | SUNRISE REALTY TRUST, INC. | 2026 PROXY STATEMENT | 5 |

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    Nominees for Election as Class II Directors at the Annual Meeting

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    | BRIAN SEDRISH | | | Class II Age: 52 Director Since: 2024 | POSITION AND BUSINESS EXPERIENCE | | | Mr. Sedrish has served as our Chief Executive Officer and director since July 2024. Mr. Sedrish has served as the Chief Executive Officer of Southern Realty Trust, Inc. (“SRT”), an affiliated mortgage real estate investment trust (“REIT”) since September 2023. Mr. Sedrish previously worked as a Managing Director and Portfolio Manager at Related Fund Management from 2013 to 2023. Mr. Sedrish also worked as the Head of Commercial Real Estate Acquisitions Special Situations for Deutsche Bank. Mr. Sedrish has over 20 years of leadership experience within real estate private equity, focusing on institutional commercial real estate opportunities. Mr. Sedrish received his B.A. from the University of Michigan, his M.B.A from Northwestern University and his M.P.A from Harvard University. | | | KEY ATTRIBUTES | | | Mr. Sedrish provides our Board with a deep understanding of commercial real estate, financial markets, private equity and deal experience, with critical knowledge of how to execute on our business and strategic plans. |

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    | JAMES FAGAN | | | Class II Independent Age: 67 Director Since: 2024 | POSITION AND BUSINESS EXPERIENCE | | | Mr. Fagan has served as our independent director since July 2024. Mr. Fagan has 40 years of CRE experience having worked and held senior positions with both CBRE Group, Inc. (“CBRE”) and Cushman & Wakefield, Inc. (“C&W”). His responsibilities have included supervising different offices for both CBRE & C&W in the New York metropolitan region, including Connecticut, Long Island, New Jersey and Manhattan. Mr. Fagan has acted as a broker on hundreds of millions dollars’ worth of transactions in both leasing and capital markets arenas. Mr. Fagan also has been a leader in implementing acquisitions and strategic initiatives undertaken by both CBRE and C&W. Mr. Fagan has been a director of Advanced Flower Capital Inc. (f/k/a AFC Gamma, Inc.) (“AFC”), an affiliate of SUNS, since 2023 and resigned as a director of AFC, in connection with the spin-off of the Company from AFC (the “Spin-Off”). He is a graduate of the University of Connecticut. | | | KEY ATTRIBUTES | | | Mr. Fagan brings to our Board extensive commercial real estate industry knowledge and valuable experience with the finance industry. | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” OF THE DIRECTOR NOMINEES. |

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    | SUNRISE REALTY TRUST, INC. | 2026 PROXY STATEMENT | 6 |

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    All Other Continuing Directors

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    | LEONARD M. TANNENBAUM | | | Class I Age: 54 Director Since: 2024 | POSITION AND BUSINESS EXPERIENCE Mr. Tannenbaum has served as a director since February 2024, and as our Executive Chairman since our Spin-Off from AFC. Mr. Tannenbaum is responsible for our overall management and, in his capacity as a principal of Sunrise Manager LLC (our “Manager”), leads the Investment Committee, which is responsible for overseeing investment processes including origination, credit underwriting, risk analysis and loan approvals. Mr. Tannenbaum has extensive leadership experience, including his experience as the founder of AFC, its Chief Executive Officer from July 2020 until September 2023, its Chief Investment Officer from November 2023 until October 2024 and its Chairman since October 2024, and as the founder and Chief Executive Officer of Fifth Street Asset Management, Inc. (“Fifth Street”) from its inception in 1998 until October 2017 when substantially all of its assets were sold to Oaktree Capital Management (“Oaktree”). Prior to such sale to Oaktree, Fifth Street had a core focus on disciplined credit investing across multiple economic cycles, and issued billions of dollars in public equity, private capital and public debt securities. Fifth Street made flexible investments across capital structures to growing middle market companies, primarily in conjunction with private equity sponsors. It managed approximately $5 billion of assets across multiple private investment vehicles and two publicly-traded business development companies. Fifth Street dissolved and liquidated its operations in the first half of 2022 and since its asset sale to Oaktree, it has had no revenue generating operations and makes no investments. Mr. Tannenbaum had a controlling interest in Fifth Street. Subsequent to the sale to Oaktree in 2017, Mr. Tannenbaum founded Tannenbaum Capital Group, a group of affiliated investment managers that are focused on allocating capital across various strategies including credit and commercial real estate. Mr. Tannenbaum currently also serves as a director of AFC and SRT. Mr. Tannenbaum graduated from The Wharton School of the University of Pennsylvania, where he received a B.S. in economics. Subsequent to his undergraduate degree from the University of Pennsylvania, he received an MBA in Finance from The Wharton School as part of the submatriculation program. He is also a holder of the Chartered Financial Analyst designation and is a member of The Wharton Graduate Executive Board. Mr. Tannenbaum is married to the Company’s President, Robyn Tannenbaum. | | | KEY ATTRIBUTES | | | Mr. Tannenbaum brings extensive financing industry and leadership experience to our Board. He provides our Board with critical understanding of our business and knowledge of how to craft and execute on our business and strategic plans. He is the founder, and a substantial shareholder, of our Company. |

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    | ALEXANDER C. FRANK | | | Class I Lead Independent Age: 68 Director Since: 2024 | POSITION AND BUSINESS EXPERIENCE | | | Mr. Frank has served as our lead independent director since July 2024. Mr. Frank also currently serves as a director of AFC. Mr. Frank has more than 30 years of experience in financial and operational infrastructure. He previously worked at Fifth Street, which he joined in September 2011 and during his tenure through September 2017, he held various positions and was responsible for the operations of the company during his tenure from 2011 to 2017. Since retiring in September 2017, Mr. Frank has served as a board member at Fifth Street. He was the Chief Operating Officer and Chief Financial Officer of Fifth Street from the time of its initial public offering in 2014 to its sale to Oaktree in 2017. From September 2008 to March 2011, he served as a Managing Director and Chief Financial Officer of Chilton Investment Company LLC, a global investment management firm. Prior to that, Mr. Frank spent over 22 years at Morgan Stanley, having served as global head of institutional operations, global corporate controller and chief financial officer of U.S. broker/dealer operations and global treasurer. In his roles, he oversaw various securities infrastructure services, creating efficiencies throughout the organization, and managed all aspects of the internal and external financial control and reporting functions. Mr. Frank began his career in audit and tax accounting at Arthur Andersen LLP before joining Morgan Stanley in 1985. He received an M.B.A. from the University of Michigan and a B.A. from Dartmouth College. | | | KEY ATTRIBUTES | | | Mr. Frank brings to our Board a deep knowledge of financial management. He provides our Board with key insights to the financial markets, capital raising activities, and the management of a large, complex business. |

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    | JODI HANSON BOND | | | Class III Independent Age: 55 Director Since: 2024 | POSITION AND BUSINESS EXPERIENCE | | | Ms. Bond has served as our independent director since July 2024. Since March 2020, Ms. Bond has served as the Chief Executive Officer of Quantum Wave Strategies, LLC, and since August 2020, as the President of DevryBV Sustainable Strategies. From October 2017 to September 2019, Ms. Bond was the Executive Vice President and Head of Government and Industry Relations at Chubb Limited. Previously, Ms. Bond served as an Independent Director at Fifth Street from March 2017 to June 2021. From October 2011 to October 2017, Ms. Bond was the Senior Vice President, International at the U.S. Chamber of Commerce and the President and a member of the Board of Directors for several U.S. Chamber of Commerce subsidiaries, including U.S.-Colombia Business Council, Association of American Chambers of Commerce of Latin America and the Caribbean, Brazil-U.S. Business Council, U.S.-Argentina Business Council, and U.S.-Cuba Business Council. Ms. Bond is also a member of the National Association of Corporate Directors and the Economic Club of Washington. Ms. Bond has been a director of AFC since 2020 and resigned as a director of AFC, in connection with the Spin-Off. Ms. Bond received her M.A. in Government from Johns Hopkins University and her B.A. in Politics from Whitman College. | | | KEY ATTRIBUTES | | | Ms. Bond’s experience as a global business practitioner and her executive leadership positioning for corporate advancement and business strategy development across various countries bring meaningful insight to our Board. |

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    | SUNRISE REALTY TRUST, INC. | 2026 PROXY STATEMENT | 7 |

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    | Corporate Governance |

  44. Corporate Governance Guidelines

    | ● | administering and implementing our incentive and equity-based compensation plans, including the 2024 Stock Incentive Plan; and |

  45. Corporate Governance Guidelines

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Brian Sedrish(1) | 2025 | - | - | - | - | - | - | - | - | | (Chief Executive Officer) | 2024 | - | - | 499,991 | - | - | - | | 499,991 | | Leonard M. Tannenbaum(1) | 2025 | - | - | - | - | - | - | - | - | | (Executive Chairman) | 2024 | - | - | 800,007 | - | - | - | | 800,007 | | Brandon Hetzel | 2025 | 116,462 | 111,100 | - | - | - | - | - | 227,562 | | (Chief Financial Officer and Treasurer) | 2024 | 43,628 | 47,128 | 75,008 | - | - | - | | 165,764 | | Robyn Tannenbaum | 2025 | 35,194 | - | - | - | - | - | - | 35,194 | | (President) | 2024 | 16,373 | - | 100,006 | - | - | - | | 116,379 |

  46. Corporate Governance Guidelines

    | Director Compensation |

  47. Corporate Governance Guidelines

    | Name | Year | Fees Earned Or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) | | Alexander Frank (1) | 2025 | 70,000 | - | - | 70,000 | | Jodi H. Bond (2) | 2025 | 55,000 | - | - | 55,000 | | James Fagan (3) | 2025 | 55,000 | - | - | 55,000 |