Overview
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- TickerSUNS on Nasdaq1
- IndustryReal Estate Investment Trusts1
- HeadquartersWest Palm Beach, Florida1
- Incorporated inMD2
- Business address525 Okeechobee Blvd., Suite 1650, West Palm Beach, Fl 334012
- Filer category, Emerging growth company2
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The following description of the business of Sunrise Realty Trust, Inc. should be read in conjunction with the information included elsewhere in this Annual Report on Form 10-K for the year ended December 31, 2025.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Other costs44¢$9.4M
- Profit56¢$12.1M
Out of $21.6M in revenue.4
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Interest income | $26.4M | $10.8M |
| Interest expense | -$4.8M | -$216.3K |
| Net interest income | $21.6M | $10.6M |
| Management and incentive fees | $2.5M | $815.3K |
| General and administrative expenses | $2.9M | $1.3M |
| Stock-based compensation | $1.0M | $338.4K |
| Professional fees | $1.0M | $1.3M |
| Total expenses | $7.4M | $3.7M |
| Provision for current expected credit losses | -$2.0M | -$40.2K |
| Net income before income taxes | $12.1M | $6.9M |
| Income tax expense | $0 | $0 |
| Net income | $12.1M | $6.9M |
| Basic (in dollars per share) | $0.93 | $1.01 |
| Diluted (in dollars per share) | $0.93 | $1.00 |
| Basic (in shares) | 12.7M shares | 6.8M shares |
| Diluted (in shares) | 12.8M shares | 6.8M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 5 fiscal years (annual) or 5 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 | 2024-06-30 | 2024-02-29 | 2023-12-31 |
|---|---|---|---|---|---|
| Loans held for investment at carrying value, net | $302.7M | $130.7M | |||
| Current expected credit loss reserve | -$1.9M | -$21.8K | |||
| Loans held for investment at carrying value, net of current expected credit loss reserve | $300.8M | $130.7M | |||
| Cash and cash equivalents | $6.4M | $184.6M | |||
| Interest receivable | $2.3M | $1.1M | |||
| Prepaid expenses and other assets | $735.2K | $1.1M | |||
| Total assets | $310.2M | $317.5M | |||
| Accrued interest | $730.6K | $131.6K | |||
| Dividends payable | $4.0M | $2.9M | |||
| Current expected credit loss reserve | $178.1K | $18.4K | |||
| Accrued management and incentive fees | $692.7K | $393.1K | |||
| Accrued direct administrative expenses | $282.3K | $715.6K | |||
| Accounts payable and other liabilities | $355.9K | $357.4K | |||
| Total liabilities | $128.3M | $203.4M | |||
| Preferred stock, par value $0.01 per share, 10,000 shares authorized at December 31, 2025 and 2024 and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively | $0 | $0 | |||
| Common stock, par value $0.01 per share, 50,000,000 shares authorized at December 31, 2025 and 2024 and 13,420,986 and 7,004,676 shares issued and outstanding at December 31, 2025 and 2024, respectively | $134.2K | $70.0K | |||
| Additional paid-in capital | $186.7M | $115.0M | |||
| Accumulated (deficit) earnings | -$4.9M | -$954.3K | |||
| Total shareholders' equity | $182.0M | $114.1M | $31.2M | ||
| Total liabilities and shareholders' equity | $310.2M | $317.5M | |||
| Preferred stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 | ||
| Preferred stock, authorized (in shares) | 10.0K shares | 10.0K shares | 10.0K shares | ||
| Preferred stock, issued (in shares) | 0 shares | 0 shares | |||
| Preferred stock, outstanding (in shares) | 0 shares | 0 shares | |||
| Common stock, par value (in dollars per share) | $0.01 | $0.01 | |||
| Common stock, authorized (in shares) | 50.0M shares | 50.0M shares | 50.0M shares | ||
| Common stock, issued (in shares) | 13.4M shares | 7.0M shares | |||
| Common stock, outstanding (in shares) | 13.4M shares | 7.0M shares | 6.9M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2024-06-30 | 2024-02-29 | 2023-12-31 |
|---|---|---|---|---|---|
| Loans held for investment at carrying value, net | $302.7M | $130.7M | |||
| Current expected credit loss reserve | -$1.9M | -$21.8K | |||
| Loans held for investment at carrying value, net of current expected credit loss reserve | $300.8M | $130.7M | |||
| Cash and cash equivalents | $6.4M | $184.6M | |||
| Interest receivable | $2.3M | $1.1M | |||
| Prepaid expenses and other assets | $735.2K | $1.1M | |||
| Total assets | $310.2M | $317.5M | |||
| Accrued interest | $730.6K | $131.6K | |||
| Dividends payable | $4.0M | $2.9M | |||
| Current expected credit loss reserve | $178.1K | $18.4K | |||
| Accrued management and incentive fees | $692.7K | $393.1K | |||
| Accrued direct administrative expenses | $282.3K | $715.6K | |||
| Accounts payable and other liabilities | $355.9K | $357.4K | |||
| Total liabilities | $128.3M | $203.4M | |||
| Preferred stock, par value $0.01 per share, 10,000 shares authorized at December 31, 2025 and 2024 and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively | $0 | $0 | |||
| Common stock, par value $0.01 per share, 50,000,000 shares authorized at December 31, 2025 and 2024 and 13,420,986 and 7,004,676 shares issued and outstanding at December 31, 2025 and 2024, respectively | $134.2K | $70.0K | |||
| Additional paid-in capital | $186.7M | $115.0M | |||
| Accumulated (deficit) earnings | -$4.9M | -$954.3K | |||
| Total shareholders' equity | $182.0M | $114.1M | $31.2M | ||
| Total liabilities and shareholders' equity | $310.2M | $317.5M | |||
| Preferred stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 | ||
| Preferred stock, authorized (in shares) | 10.0K shares | 10.0K shares | 10.0K shares | ||
| Preferred stock, issued (in shares) | 0 shares | 0 shares | |||
| Preferred stock, outstanding (in shares) | 0 shares | 0 shares | |||
| Common stock, par value (in dollars per share) | $0.01 | $0.01 | |||
| Common stock, authorized (in shares) | 50.0M shares | 50.0M shares | 50.0M shares | ||
| Common stock, issued (in shares) | 13.4M shares | 7.0M shares | |||
| Common stock, outstanding (in shares) | 13.4M shares | 7.0M shares | 6.9M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net income | $12.1M | $6.9M |
| Provision for current expected credit losses | $2.0M | $40.2K |
| Amortization of deferred financing costs | $478.0K | $41.5K |
| Accretion of deferred loan original issue discount and premium, net | -$1.5M | -$263.1K |
| Stock-based compensation | $1.0M | $326.9K |
| Interest drawn on loans | -$17.4M | -$5.3M |
| PIK interest | -$45.7K | $0 |
| Interest receivable | -$1.1M | -$1.1M |
| Prepaid expenses and other assets | $446.0K | -$530.8K |
| Accrued interest | $599.0K | $131.6K |
| Accrued management and incentive fees | $299.7K | $393.1K |
| Accrued direct administrative expenses | -$433.3K | $715.6K |
| Accounts payable and other liabilities | -$3.7K | $347.4K |
| Net cash (used in) provided by operating activities | -$3.4M | $1.6M |
| Issuance of and fundings on loans | -$204.6M | -$158.3M |
| Principal repayment of loans | $51.5M | $33.2M |
| Net cash used in investing activities | -$153.1M | -$125.2M |
| Net transfers and distributions from (to) Former Parent | $0 | $80.1M |
| Proceeds from sale of common stock | $72.6M | $0 |
| Payment of offering costs - equity offering | -$1.8M | $0 |
| Payment of financing costs | -$600.6K | -$569.2K |
| Borrowings on revolving credit facilities | $214.1M | $248.8M |
| Repayment of revolving credit facilities | -$290.9M | -$50.0M |
| Dividends paid to common shareholders | -$15.0M | -$1.5M |
| Net cash (used in) provided by financing activities | -$21.7M | $276.9M |
| Net (decrease) increase in cash and cash equivalents | -$178.2M | $153.4M |
| OID withheld from funding of loans | $2.1M | $2.1M |
| Offering costs included in accounts payable and other liabilities | $2.2K | $0 |
| Interest paid during the period | $3.7M | $43.2K |
| Income taxes paid during the period | $0 | $0 |
No quarter-by-quarter statement was filed.
Corporate structure
Sunrise Realty Trust, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Sunrise Realty Trust, Inc.
- WASATCH ADVISORS LP Filed SCHEDULE 13G/A on Sunrise Realty Trust, Inc., latest Feb 10, 2026 (4 filings since Nov 14, 2024)
- Caption Management, LLC Filed SCHEDULE 13G/A on Sunrise Realty Trust, Inc., latest Jan 26, 2026 (2 filings since May 9, 2025)
- Leonard M. Tannenbaum Filed SCHEDULE 13D/A on Sunrise Realty Trust, Inc., latest Jan 2, 2026 (6 filings since Dec 26, 2024)
- BlackRock Filed SCHEDULE 13G/A on Sunrise Realty Trust, Inc., latest Apr 17, 2025 (3 filings since Oct 22, 2024)
- Philadelphia Financial Management of San Francisco, LLC Filed SCHEDULE 13G on Sunrise Realty Trust, Inc., latest Feb 3, 2025
- Sunrise Realty Trust, Inc. West Palm Beach, Florida
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Sunrise Realty Trust, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $6.4M4 Dec 31, 2025 | $184.6M4 Dec 31, 2024 | −96.5% |
Properties, in its own words
We currently maintain our executive office in West Palm Beach, Florida. Our Florida office is leased by our Manager or one of its affiliates from a third party and pursuant to the terms of our Management Agreement, we reimburse our Manager (or its affiliate, as applicable) for certain expenses relating to such offices (including our pro-rata portion of rent, telephone, printing, mailing, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses), as well as expenses relating to disaster backup recovery sites and facilities maintained for us, our affiliates, our loans or our Manager or its affiliates, in each case, as required for our operation.
Item 2 of the 10-K filed Mar 12, 2026.3
Leadership
Who has led Sunrise Realty Trust, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
- Chief executive officerBrian Sedrish Jul 2, 2024 to now8
- PresidentRobyn Tannenbaum Jul 2, 2024 to now9
- Chief financial officerBrandon Hetzel Jul 2, 2024 to now10
Board members and other officers (4)
- Board memberAlexander C. Frank Jul 2, 2024 to now11
- Board memberBrian Sedrish Jul 2, 2024 to now8
- Board memberJames C. Fagan Jul 2, 2024 to now12
- Board memberJodi Hanson Bond Jul 2, 2024 to now13
Timeline
- Oct 13, 20268-K Other events14
- Sep 23, 20268-K Executive or director change15
- Aug 6, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure16
- Aug 6, 20268-K Results of operations17
- May 26, 20268-K Shareholder vote18
- May 14, 20268-K Results of operations19
- Mar 12, 20268-K Results of operations20
- Mar 5, 20268-K Entered a material agreement21
- Nov 13, 20258-K Results of operations22
- Aug 13, 20258-K Entered a material agreement23
- Aug 7, 20258-K Completed an acquisition or sale24
- May 29, 20258-K Shareholder vote25
- Jul 2, 2024New chief executive Brian Sedrish becomes CEO8
Calendar
Coming up
- Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.29 a share, on Nov 13, 2025.26
When it reported results
- Aug 6, 2026Reported quarterly or annual results17
- May 14, 2026Reported quarterly or annual results19
- Mar 12, 2026Reported quarterly or annual results20
- Nov 13, 2025Reported quarterly or annual results22
- May 7, 2025Reported quarterly or annual results27
- Apr 22, 2025Reported quarterly or annual results28
- Mar 6, 2025Reported quarterly or annual results29
- Nov 7, 2024Reported quarterly or annual results30
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
170 filings to the SEC since October 2021: 2 annual reports, 7 quarterly reports, 26 major events, 69 insider forms, 16 large holders, 50 other. The latest 20:
- Oct 13, 2026DEFA14A EDGAR
- Oct 13, 2026DEFA14A EDGAR
- Oct 13, 20268-K EDGAR
- Oct 13, 2026DEFA14A EDGAR
- Sep 23, 20268-K EDGAR
- Sep 18, 2026DEFM14A EDGAR
- Sep 8, 2026PREM14A EDGAR
- Aug 17, 20264 EDGAR
- Aug 13, 20264 EDGAR
- Aug 13, 20264 EDGAR
- Aug 11, 20264 EDGAR
- Aug 6, 20268-K EDGAR
- Aug 6, 20268-K EDGAR
- Aug 6, 202610-Q EDGAR
- May 26, 20268-K EDGAR
- May 14, 20268-K EDGAR
- May 14, 202610-Q EDGAR
- Apr 15, 2026ARS EDGAR
- Apr 15, 2026DEFA14A EDGAR
- Apr 15, 2026DEF 14A EDGAR
The 170 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
66 open-market trades by officers, directors and large owners since October 2021: 66 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Aug 13, 2026 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 50,000 | $7.50 | $375.0K | Form 4 |
| Aug 12, 2026 | Hetzel BrandonCFO and Treasurer | Buy | 713 | $7.58 | $5.4K | Form 4 |
| Aug 11, 2026 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 20,000 | $7.60 | $152.0K | Form 4 |
| Aug 10, 2026 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 25,000 | $7.79 | $194.8K | Form 4 |
| Aug 7, 2026 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 23,109 | $7.73 | $178.6K | Form 4 |
| Dec 31, 2025 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 100,000 | $9.40 | $940.0K | Form 4 |
| Dec 30, 2025 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 37,000 | $9.77 | $361.5K | Form 4 |
| Nov 24, 2025 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 13,000 | $9.72 | $126.4K | Form 4 |
| Nov 20, 2025 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 21,408 | $9.39 | $201.0K | Form 4 |
| Nov 19, 2025 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 3,592 | $9.48 | $34.1K | Form 4 |
| Nov 18, 2025 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 17,790 | $9.45 | $168.1K | Form 4 |
| Nov 17, 2025 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 17,500 | $9.61 | $168.2K | Form 4 |
| Nov 14, 2025 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 14,710 | $9.38 | $138.0K | Form 4 |
| Aug 26, 2025 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 10,000 | $10.79 | $107.9K | Form 4 |
| Aug 22, 2025 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 20,200 | $11.00 | $222.2K | Form 4 |
| Aug 20, 2025 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 10,411 | $10.42 | $108.5K | Form 4 |
| Aug 15, 2025 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 4,406 | $10.50 | $46.3K | Form 4 |
| Aug 12, 2025 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 32,275 | $10.48 | $338.2K | Form 4 |
| Aug 11, 2025 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 20,900 | $10.17 | $212.6K | Form 4 |
| Jun 16, 2025 | TANNENBAUM LEONARD MExecutive Chairman | Buy | 6,000 | $10.86 | $65.2K | Form 4 |
All 66 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- WASATCH ADVISORS LPSCHEDULE 13G/A, 4 filings Nov 14, 2024 to Feb 10, 202631
- Caption Management, LLCSCHEDULE 13G/A, 2 filings May 9, 2025 to Jan 26, 202632
- Leonard M. TannenbaumSCHEDULE 13D/A, 6 filings Dec 26, 2024 to Jan 2, 202633
- BlackRockSCHEDULE 13G/A, 3 filings Oct 22, 2024 to Apr 17, 202534
- Philadelphia Financial Management of San Francisco, LLCSCHEDULE 13G, 1 filing Feb 3, 202535
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Brandon Hetzel | 39 | $116.5K | $227.6K36 |
| 2025 | Robyn Tannenbaum | 40 | $35.2K36 |
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 70. Change is in shares since the quarter before.
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Sunrise Realty Trust, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARSunrise Realty Trust, Inc.1
- CIK0002012706
- Employer ID (EIN)93-31689283
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
- Incorporated inMaryland3
- Fiscal year endsDecember 311
- Industry code (SIC)6798 Real Estate Investment Trusts1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address525 Okeechobee Blvd., Suite 1650, West Palm Beach, FL 334011
- Phone561-510-23901
- Shares outstanding13,515,851 as of Aug 3, 20266
- Public float$105.5M as of Jun 30, 20253
- AuditorCohnReznick LLP, Baltimore, Maryland PCAOB ID 596; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceFeb 22, 20241
- Filings172 in all: 4 (60), 8-K (26), CORRESP (13), 3 (8), 10-Q (7), UPLOAD (7), 10-12B/A (5), DEFA14A (5)1
All 31 form types
SCHEDULE 13D/A (5), SCHEDULE 13G/A (5), SC 13G (3), 10-K (2), 424B5 (2), ARS (2), DEF 14A (2), EFFECT (2), S-3 (2), S-8 (2), SCHEDULE 13G (2), 10-12B (1), 40-APP (1), 40-APP/A (1), 5 (1), CERT (1), DEFM14A (1), DRS (1), PREM14A (1), S-11 (1), S-11MEF (1), SCHEDULE 13D (1), SEC STAFF ACTION (1)
- Latest filingsAnnual report (10-K) Mar 12, 2026
Quarterly report (10-Q) Aug 6, 2026
Proxy statement (DEF 14A) Apr 15, 2026
Latest 8-K (8-K) Oct 13, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $0.01 par value per share | SUNS | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks Sunrise Realty Trust, Inc. names in Item 1A of its 10-K filed Mar 12, 2026: 76 risks under these headings, as written.3
- Risks Related to Our Business and Growth Strategy
- Competition for the capital investments that we make may reduce the return of these investments, which could adversely affect our operating results and financial condition.
- If we are unable to successfully integrate new CRE loans and manage our growth, our results of operations and financial condition may suffer.
- We will allocate our cash on hand and the proceeds of our financing activities without input from our shareholders.
- The due diligence process undertaken by our Manager in regard to our investment opportunities may not reveal all facts relevant to an investment and, as a result, we may experience losses, which could materially and adversely affect us.
- Our investments’ lack of liquidity may adversely affect our business.
- Our existing portfolio is, and our future portfolio may be, concentrated in a limited number of investments, which subjects us to an increased risk of significant loss if any asset declines in value.
- Our portfolio is concentrated in the Southern U.S., and we will be subject to economic and other risks of doing business in those geographic markets.
- The commercial mortgage loans we intend to originate and acquire are subject to the ability of the commercial property owner to generate net income from operating the property.
- The estimates of market opportunity and forecasts of market growth included in this registration statement may prove to be inaccurate. Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
- In the event of borrower distress or a default, we may lack the liquidity necessary to protect our investment or avoid a corresponding default on any obligations we may have in connection with our own financing.
- We may need to foreclose on certain of the loans we originate or acquire, which could result in losses that materially and adversely affect us.
The other 65 risks
- Loans on properties in transition often involve a greater risk of loss than loans on stabilized properties, including the risk of cost overruns on and non-completion of the construction or renovation of or other capital improvements to the properties underlying the loans we may originate or acquire, and the risk that a borrower may fail to execute the business plan underwritten by us, potentially making it unable to refinance our loan at maturity, each of which could materially and adversely affect us.
- Construction loans involve an increased risk of loss.
- Risks of cost overruns and non-completion of the construction or renovation of the properties underlying loans we originate or acquire could materially and adversely affect us.
- Investments we may make in CMBS may be subject to losses.
- We may not control the special servicing of the mortgage loans included in the CMBS in which we invest, and, in such cases, the special servicer may take actions that could adversely affect our interests.
- With respect to certain mortgage loans included in our CMBS investments, the properties that secure the mortgage loans backing the securitized pool may also secure one or more related mortgage loans that are not in the CMBS, which may conflict with our interests.
- The B-notes that we may acquire may be subject to additional risks related to the privately negotiated structure and terms of the transaction, which may result in losses to us.
- If our Manager overestimates the yields or incorrectly prices the risks of our investments, we may experience losses.
- Some of our investments may be recorded at fair value and, as a result, there will be uncertainty as to the value of these investments.
- Interest rate fluctuations could increase our financing costs, which could lead to a significant decrease in our results of operations, cash flows and the market value of our investments.
- We were recently formed and have limited operating history, and may not be able to operate our business successfully or to generate sufficient revenue to make or sustain distributions to our shareholders.
- We face risks associated with the deployment of our capital.
- Monetary policy actions by the United States Federal Reserve could adversely impact both our borrowers and our financial condition.
- Declines in market prices and liquidity in the capital markets can result in significant net unrealized losses of our portfolio, which in turn would reduce our book value.
- Provisions for loan losses are difficult to estimate.
- The investments and other assets we will acquire may be subject to impairment charges, and we may experience a decline in the fair value of our assets.
- Any credit ratings assigned to our investments will be subject to ongoing evaluations and revisions, and we cannot assure you that those ratings will not be downgraded.
- A prolonged economic slowdown, a lengthy or severe recession or declining real estate values could impair our investments and harm our operating results.
- Investments in non-conforming and non-investment grade rated investments involve an increased risk of default and loss.
- Investments in subordinated mortgage interests, mezzanine loans and other assets that are subordinated or otherwise junior in a borrower’s capital structure may expose us to greater risk of loss.
- The CRE loans that we originate or acquire may be non-recourse loans, and the assets securing these loans may not be sufficient to protect us from a partial or complete loss if the borrower defaults on the loan, which could materially and adversely affect us.
- We may be subject to additional risks associated with CRE loan participations.
- If we originate or acquire CRE loans or CRE-related assets secured by liens on facilities that are subject to a ground lease and the ground lease is terminated unexpectedly, our interests in the loans or assets could be materially and adversely affected.
- Any distressed loans or other investments we make, or investments that later become non-performing, may subject us to losses and other risks relating to bankruptcy proceedings, which could materially and adversely affect us.
- There may be circumstances in which our investments could be subordinated to claims of other creditors, or we could be subject to lender liability claims.
- As a debt investor, we are often not in a position to exert influence on borrowers, and the shareholders and management of such borrowers may make decisions that could decrease the value of investments in such borrower.
- Insurance proceeds on a property may not cover all losses, which could result in the corresponding non-performance of or loss on our investment related to such property.
- Prepayment rates may adversely affect the yield on our loans and the value of our portfolio of assets.
- CRE valuation is inherently subjective and uncertain.
- Our investments expose us to risks associated with debt-oriented real estate investments generally.
- We may invest in derivative instruments, which would subject us to increased risk of loss.
- If the loans that we originate or acquire do not comply with applicable laws, we may be subject to penalties, which could materially and adversely affect us.
- We may not control the servicing of mortgage loans in which we invest and, in such cases, the special servicer may take actions that could adversely affect our interests.
- Liability relating to environmental matters may impact the value of our loans or of properties that we may acquire upon foreclosure of the properties underlying our investments.
- Climate change has the potential to impact the properties underlying our investments.
- Subject to the approval of our Board (which must include a majority of our independent directors), our Manager may change our investment strategies or guidelines, financing strategies or leverage policies without the consent of our shareholders.
- Changes in laws or regulations governing our operations, including laws and regulations governing REITs, or those of our competitors, or changes in the interpretation thereof, or newly enacted laws or regulations, could result in increased competition for our target assets, require changes to our business practices and collectively could adversely impact our revenues and impose additional costs on us, which could materially and adversely affect us.
- State licensing requirements may cause us to incur expenses, and our failure to be properly licensed may have a material adverse effect on us.
- We depend on our Manager and its affiliates to develop appropriate systems and procedures to control operational risk.
- We may not be able to obtain or maintain required licenses and authorizations to conduct our business and may fail to comply with various state and federal laws and regulations applicable to our business.
- We may be subject to claims by third parties asserting that we have caused our, our Manager’s or our Manager’s affiliates’ directors, officers, employees, consultants or advisors to breach the terms of their non-competition or non-solicitation agreement.
- An epidemic or pandemic (such as the outbreak and worldwide spread of COVID-19) could materially and adversely impact or cause disruption to our borrowers and their operations, and in turn our ability to continue to execute our business plan.
- Risks Related to Sources of Financing Our Business
- Our growth depends on external sources of capital, which may not be available on favorable terms or at all.
- For our borrowed money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in us.
- Global economic, political and market conditions could have a significant adverse effect on our business, financial condition, liquidity and results of operations, including a negative impact on our ability to access the debt markets on favorable terms.
- We may incur significant debt, which may subject us to restrictive covenants and increased risk of loss and may reduce cash available for distributions to our shareholders.
- Our indebtedness may affect our ability to operate our business, and may have a material adverse effect on our financial condition and results of operations.
- We may not be able to generate sufficient cash flow to meet our debt service obligations.
- Any lending facilities will impose restrictive covenants.
- Any bank credit facilities that we may use in the future to finance our operations may require us to provide collateral or pay down debt.
- Adoption of the Basel III standards and other proposed supplementary regulatory standards may negatively impact our access to financing or affect the terms of our future financing arrangements.
- Hedging against interest rate exposure may adversely affect our earnings, limit our gains or result in losses, which could adversely affect cash available for distribution to our shareholders.
- We are subject to counterparty risk associated with our hedging activities.
- Risks Related to Our Organization and Structure
- Provisions in our charter (our “Charter”) and our amended and restated bylaws (our “Bylaws”) may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders, and may prevent attempts by our shareholders to replace or remove our current management.
- Our authorized but unissued shares of common stock and preferred stock may prevent a change in control of our Company.
- The Maryland General Corporation Law prohibits certain business combinations, which may make it more difficult for us to be acquired.
- The Charter contains provisions that make removal of our directors difficult, which could make it difficult for our shareholders to effect changes to management.
- Our Bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders and provide that claims relating to causes of action under the Securities Act may only be brought in federal district courts, which could limit shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees, if any, and could discourage lawsuits against us and our directors, officers and employees, if any.
- Ownership limitations contained in the Charter may restrict change of control or business combination opportunities in which our shareholders might receive a premium for their shares.
- Maintenance of our exemption from registration under the Investment Company Act may impose significant limits on our operations. Your investment return in our common stock may be reduced if we are required to register as an investment company under the Investment Company Act.
- Rapid and steep declines in the values of our commercial real estate-related investments may make it more difficult for us to maintain our qualification as a REIT or exemption from the Investment Company Act.
- Our rights and the rights of our shareholders to recover on claims against our directors and officers are limited, which could reduce our and our shareholders’ recovery against them if they negligently cause us to incur losses.
- Risks Related to Our Relationship with our Manager and its Affiliates
- Our future success depends on our Manager and its key personnel and investment professionals. We may not find a suitable replacement for our Manager if the Management Agreement is terminated or if such key personnel or investment professionals leave the employment of our Manager or its affiliates or otherwise become unavailable to us.
- Our growth depends on the ability of our Manager to make loans on favorable terms that satisfy our investment strategy and otherwise generate attractive risk-adjusted returns initially and consistently from time to time.
- There are various conflicts of interest in our relationship with our Manager that could result in decisions that are not in the best interests of our shareholders.
Legal proceedings
From time to time, we may become involved in litigation or other legal proceedings relating to claims arising from the ordinary course of business. Furthermore, third parties may try to seek to impose liability on us in connection with our loans. As of December 31, 2025, we were not subject to any material legal proceedings.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 9SEC EDGARRobyn Tannenbaum, President
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- 11SEC EDGARAlexander C. Frank, Board member
- 12SEC EDGARJames C. Fagan, Board member
- 13SEC EDGARJodi Hanson Bond, Board member
- 14SEC EDGAROther events
- 15SEC EDGARExecutive or director change
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- 17SEC EDGARResults of operations
- 18SEC EDGARShareholder vote
- 19SEC EDGARResults of operations
- 20SEC EDGARResults of operations
- 21SEC EDGAREntered a material agreement
- 22SEC EDGARResults of operations
- 23SEC EDGAREntered a material agreement
- 24SEC EDGARCompleted an acquisition or sale
- 25SEC EDGARShareholder vote
- 26NasdaqNasdaq calendar
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