WEST PALM BEACH, Fla., Oct. 23, 2026 (GLOBE NEWSWIRE) -- Southern Realty Trust Inc. (“SRT” or the “Company”), a lender on the Tannenbaum Capital Group (“TCG”) Real Estate platform, today announced that its stockholders approved the Company’s previously announced merger with Sunrise Realty Trust, Inc. (Nasdaq: SUNS) (“SUNS”) (the “Merger”) at the Company’s special meeting of stockholders held earlier today. SUNS stockholders also approved the issuance of SUNS common stock in connection with the Merger at SUNS’ special meeting held earlier today. The approvals represent a key milestone toward combining SRT and SUNS into a larger, more efficient Nasdaq-listed commercial real estate lending platform.
“We appreciate the support of our stockholders as we advance this strategic combination,” said Brian Sedrish, Chief Executive Officer. “The Merger is expected to combine two complementary lending portfolios managed under the same disciplined investment philosophy, allowing a quicker path to scale while enhancing our competitiveness and growth potential. We believe the combined company will be well positioned to continue to generate attractive risk-adjusted returns and build long-term stockholder value.”
Upon closing of the Merger, each outstanding share of SRT common stock will be converted into the right to receive 1.45 newly issued shares of SUNS common stock, based on an exchange ratio reflecting a 6.0% premium to SRT’s book value per share relative to SUNS’ book value per share as of June 30, 2026, and $0.05 in cash per SRT share payable by Sunrise Manager LLC, the external manager of SUNS. Former SRT stockholders are expected to own approximately 39% of the combined company.
Pursuant to the Agreement and Plan of Merger relating to the Merger (the “Merger Agreement”), SRT’s Board of Directors declared a prorated cash dividend of $0.13 per share of SRT common stock (the “Stub Period Dividend”) for the fourth quarter through the day prior to the closing of the Merger. The Stub Period Dividend is payable on November 5, 2026 to the stockholders of record on November 2, 2026. Separately, SRT’s Board of Directors also declared a special cash distribution of approximately $0.01 per share of SRT common stock, to be funded by SRT Group LLC, SRT’s external manager, and payable on November 4, 2026 to stockholders of record on November 2, 2026, in each case prior to the closing of the Merger.
The Merger is expected to close on November 5, 2026, subject to the satisfaction of remaining customary closing conditions. Upon closing, SRT will merge with and into a wholly owned subsidiary of SUNS, and the combined company will continue to operate as Sunrise Realty Trust, Inc., with its common stock trading on Nasdaq under the symbol “SUNS.”
About Southern Realty Trust Inc.
Southern Realty Trust Inc. (“SRT” or the “Company”) was formed in 2023 to originate commercial real estate (“CRE”) debt investments primarily in the Southern U.S. and provide capital to high-quality borrowers and sponsors with transitional business plans collateralized by top-tier CRE assets with opportunities for near-term value creation, as well as recapitalization opportunities. For additional information regarding the Company, please visit www.theSRTgroup.com.
About TCG Real Estate
TCG Real Estate refers to a group of affiliated CRE-focused debt vehicles, including a Nasdaq-listed mortgage real estate investment trust (“REIT”), Sunrise Realty Trust, Inc. (Nasdaq: SUNS), and a private mortgage REIT, Southern Realty Trust Inc. The vehicles provide flexible financing on transitional CRE properties that present opportunities for near-term value creation, with a focus on top-tier CRE assets located primarily within markets in the Southern U.S. benefiting from economic tailwinds with growth potential. For additional information regarding TCG Real Estate, please visit www.theTCG.com.
Forward-Looking Statements
Certain statements contained in this press release, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. The Company’s forward-looking statements are generally accompanied by words such as “intend,” “will,” “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes. Statements, among others, relating to the expected timing of the closing of the Merger, the anticipated benefits of the Merger, the expected ownership of the combined company and the payment of the Stub Period Dividend and the special cash distribution are forward-looking statements. Forward-looking statements contained in this press release speak only as of the date of this press release. The Company disclaims any obligation to update these statements unless required by law, and the Company cautions you not to rely on them unduly. The Company has based these forward-looking statements on its current expectations and assumptions about future events, which the Company considers 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 results and performance in the future could differ materially from those set forth in or implied by such forward-looking statements. Such risks and uncertainties include the risk that the Merger is not completed on the anticipated terms or timeline, or at all; the failure to satisfy the remaining closing conditions to the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the failure to realize the anticipated benefits of the Merger; the risk that the businesses of SRT and SUNS will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the effect of the pendency or consummation of the Merger on the parties’ business relationships and operating results; the risk of stockholder litigation in connection with the Merger; risks related to diverting the attention of management from ongoing business operations; and fluctuations in the market price of SUNS common stock, which may affect the value of the consideration SRT stockholders receive in the Merger.
Investor Relations Contacts
Robyn Tannenbaum // Will Rotatori
561-510-2293 // 561-510-6109
ir@thetcg.com
Media Contact
Jim Velgot
561-510-1416
ir@thetcg.com
