RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2025

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Management Agreement

On February 22, 2024, the Company and the Manager, entered into a management agreement (the “Management Agreement”), effective upon the listing of the Company’s Common Stock. Following the completion of the Spin-Off on July 9, 2024, the Company became managed by its Board of Directors and the Company’s executive officers and by SUNS Manager, as provided for under our Management Agreement.

Pursuant to the Management Agreement, the Manager manages the loans and day-to-day operations of the Company, subject at all times to the further terms and conditions set forth in the Management Agreement and such further limitations or parameters as may be imposed from time to time by the Board of Directors.

The Manager receives base management fees (the “Base Management Fees”) that are calculated and payable quarterly in arrears, in an amount equal to 0.375% of the Company’s Equity (as defined in the Management Agreement), subject to certain adjustments, less 50% of the aggregate amount of any other fees (“Outside Fees”), including any agency fees relating to the Company’s loans, but excluding the Incentive Compensation (as defined below) and any diligence fees paid to and earned by the Manager and paid by third parties in connection with the Manager’s due diligence of potential loans.

Base Management Fees incurred for the years ended December 31, 2025 and 2024 were approximately $2.1 million and $0.8 million, respectively. Refer to the fee waiver below.

In addition to the Base Management Fees, the Manager is entitled to receive incentive compensation (the “Incentive Compensation” or “Incentive Fees”) with respect to each fiscal quarter (or portion thereof that the Management Agreement is in effect) based upon the Company’s achievement of targeted levels of Core Earnings. “Core Earnings” is defined in the Management Agreement as, for a given period, the net income (loss) for such period, computed in accordance with GAAP, excluding (i) non-cash equity compensation expense, (ii) Incentive Compensation, (iii) depreciation and amortization, (iv) any unrealized gains or losses or other non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income and (v) one-time events pursuant to changes in GAAP and certain non-cash charges, in each case after discussions between the Manager and the Company’s independent directors and approval by a majority of the independent directors.

Incentive Fees incurred for the year ended December 31, 2025 were approximately $0.4 million. There were no Incentive Fees incurred for the year ended December 31, 2024. Refer to the fee waiver below.

Fee Waiver

From time to time, the Manager may waive fees it would otherwise be entitled to under the terms of the Management Agreement. The Manager agreed to waive (i) the inclusion of the net proceeds from the January 2025 Offering in the Company’s Equity for purposes of calculating the management fee until the earlier of (a) December 31, 2025 and (b) the quarter in which the total amount of the net proceeds of the January 2025 Offering have been utilized to fund loans in our portfolio and (ii) an additional $1.0 million in fees.

For the year ended December 31, 2025, Base Management Fees waived were $0.6 million and Incentive Fees waived were $0.5 million.

Administrative Services Agreement

In July 2024, SUNS Manager entered into the Administrative Services Agreement with TCG Services LLC, an affiliate of SUNS Manager, Mr. Tannenbaum and Mrs. Tannenbaum. The Administrative Services Agreement sets forth the terms on which TCG Services LLC will provide SUNS certain administrative services, including providing personnel, office facilities, information technology and other equipment and legal, accounting, human resources, clerical, bookkeeping and record keeping services at such facilities as well as other services.

Services Agreement

In July 2024, SUNS Manager entered into a Services Agreement with SRT Group LLC, an affiliate of SUNS Manager and certain officers. The Services Agreement sets forth the terms on which SRT Group LLC will provide SUNS its investment personnel.

The Company is required to pay all of its allocable costs and expenses and reimburse the Manager or its affiliates for such expenses paid or incurred on behalf of the Company by the Manager or its affiliates, excepting only those expenses that are specifically the responsibility of the Manager pursuant to the Management Agreement.

Until the completion of the Spin-Off, there were no Base Management Fees or Incentive Fees incurred by the Company. The following table summarizes the related party costs incurred by the Company for the years ended December 31, 2025 and 2024:

	Years ended December 31,
	2025		2024
Affiliate costs
Base management fees	$	2,079,792	$	815,301
Incentive fees earned	374,338		—
General and administrative expenses reimbursable to Manager	2,412,177		1,072,527
Professional fees reimbursable to Manager	44,671		13,106
Total	$	4,910,978	$	1,900,934

Amounts payable to the Manager as of December 31, 2025 and 2024 were approximately $1.0 million and $1.1 million, respectively, and are recorded within Accrued management and incentive fees and Accrued direct administrative expenses in the Company’s consolidated Balance Sheets.

The Manager is beneficially owned by certain officers as of the date of this Annual Report on Form 10-K: 37%, by Mr. Tannenbaum, the Company’s Executive Chairman, 8% by Mrs. Tannenbaum, the Company’s President, 42% by other Tannenbaum family members and trusts, 7% by Mr. Sedrish, the Company’s Chief Executive Officer, 2% by Brandon Hetzel, the Company’s Chief Financial Officer, and 1% by Gabriel Katz, the Company’s Chief Legal Officer.

Investments in Loans

From time to time, the Company may co-invest with other investment vehicles managed by the SUNS Manager or its affiliates, including by means of splitting loans, participating in loans or other means of syndicating loans. The Company is not obligated to provide, nor has it provided, any financial support to the other managed investment vehicles. As such, the Company’s risk is limited to the carrying value of its investment in any such loan. Additionally, SUNS Manager or its affiliates, including TCG RE Agent, may from time to time serve as administrative and collateral agents to the lenders under the loans in the Company’s portfolio. As of December 31, 2025, there were 16 co-invested loans held by the Company and affiliates of the Company.

Additionally, in connection with the Company’s exercise of its right to foreclose on the hotel property that was the underlying collateral for the San Antonio Loan, in March 2026, the Company formed a joint venture entity with the affiliate co-lender on the San Antonio Loan to acquire ownership of the San Antonio property proportional to their respective holdings in the San Antonio Loan, with the Company owning 65.0% of the joint venture. Refer to Note 3 for more information.

Unsecured Revolving Credit Facility with Affiliate

The Company entered the Revolving Credit Facility with SRT Finance LLC, an affiliate of the Company and Mr. and Mrs. Tannenbaum. Refer to Note 6 for more information.