Sunrise Realty Trust Inc.
09/23/2026 | Press release | Distributed by Public on 09/23/2026 15:08
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on August 5, 2026, Sunrise Realty Trust, Inc., a Maryland corporation (the "Company"), Southern Realty Trust Inc., a Maryland corporation ("SRT"), Sunrise Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of the Company ("Merger Sub"), and, solely for the limited purposes set forth in the Merger Agreement (as defined below), Sunrise Manager LLC, a Delaware limited liability company and the external manager of the Company, entered into an Agreement and Plan of Merger (the "Merger Agreement"). Under the terms and subject to the conditions set forth in the Merger Agreement, SRT will merge with and into Merger Sub (the "Merger"), with Merger Sub surviving the Merger as a wholly owned subsidiary of the Company.
On September 17, 2026, pursuant to the Merger Agreement, the Company's Board of Directors (the "Board"), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, (i) increased the size of the Board to six directors and (ii) approved SRT's designation of Howard Sudnow to serve on the Board as an independent director, effective as of the effective time of the Merger, which is expected to be in the fourth quarter of 2026 (the "Merger Effective Time"). Effective as of the Merger Effective time, Mr. Sudnow will serve on the Board until the 2027 annual meeting of SUNS stockholders and until his successor is duly elected and qualified or his earlier death, resignation or removal. Mr. Sudnow will be entitled to receive compensation payable to non-employee directors of SUNS. Mr. Sudnow has not been appointed to serve on any committee of the Board as of the date of this Current Report on Form 8-K.
A brief description of the qualifications and experiences of Mr. Sudnow is set forth below:
Mr. Sudnow, age 59, has over 30 years of capital markets experience, having held positions in investment banking, equity trading, and research sales. Mr. Sudnow is a Partner at MYST Advisors and prior to joining MYST, he was a Managing Director of Institutional Sales at Seaport Global. From 2013 to 2016, Mr. Sudnow served in a similar role at Sterne Agee. Prior to Sterne Agee, Mr. Sudnow worked at Think Equity Partners and at MSCI Barra, a Division of Morgan Stanley, overseeing Hedge Fund Sales. Mr. Sudnow received his MBA from The Wharton School of the University of Pennsylvania, and a BA from Franklin & Marshall College.
Mr. Sudnow has no family relationships with any of SUNS' directors or executive officers, and is not a party to, and does not have any direct or indirect material interest in, any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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