Sunrise Realty Trust Files for $500M Mixed Shelf Offering

Sunrise Realty Trust has registered a $500M mixed shelf offering, allowing the company to sell various securities, including common stock, preferred stock, debt securities, warrants, rights, and units, over time. This offering may be used to raise capital for future investments or to repay debt. The registration with the SEC gives Sunrise Realty Trust flexibility in its financing options.

Sunrise Realty Trust, Inc. (Nasdaq: SUNS) has filed a shelf Registration Statement on Form S-3 with the U.S. Securities and Exchange Commission (SEC), allowing the Real Estate Investment Trust (REIT) to issue up to $500 million in various securities. This includes common stock, preferred stock, debt securities, warrants, rights, and units. The filing positions Sunrise Realty Trust as an emerging growth and smaller reporting company, enabling it to quickly raise capital under Rule 415.

Sunrise Realty Trust was created through a July 2024 spin-off from AFC Gamma and focuses on transitional commercial real-estate loans across the U.S. Sunbelt. As of June 30, 2025, the trust held a loan portfolio with $251 million in outstanding principal. The trust plans to maintain its REIT status and Investment Company Act exemption, using the proceeds from the shelf offering to invest in senior mortgages, mezzanine loans, CMBS, and debt-like preferred equity.

The shelf registration provides Sunrise Realty Trust with financial flexibility for growth, but it may dilute existing shareholders. Currently, 13.4 million common shares are outstanding. No specific issuance timetable, pricing, or use-of-proceeds details were disclosed, which will be set in future prospectus supplements. The last reported share price on July 31, 2025, was $10.01.

Key risks highlighted in the filing include concentration, leverage, credit market conditions, and the ability to sustain REIT qualification. Investors should monitor the offering cadence, leverage policy, and earnings accretion from any debt issuance.

References:
[1] https://www.stocktitan.net/sec-filings/FBIZ/form-4-first-business-financial-services-inc-insider-trading-activity-373f574c66c9.html