Acres Commercial Realty Corp SEC Filings

ACRES Commercial Realty Corp. is asking stockholders to approve several items at its June 22, 2026 virtual annual meeting. Key proposals include electing nine directors, an advisory Say on Pay vote, and ratifying PricewaterhouseCoopers as auditor for 2026.

Stockholders are also being asked to approve issuing approximately 7,487,219 new common shares under a merger agreement that would internalize the company’s management. Additional items include adopting a 2026 omnibus equity incentive plan and authorizing a potential adjournment to solicit more proxies if needed.

ACRES Commercial Realty Corp. reported Q1 2026 results with total revenues of $17.8 million, slightly above $17.0 million a year earlier, driven by higher interest income from its commercial real estate loan portfolio.

Net interest income rose to $9.2 million from $5.6 million, while real estate income declined to $8.5 million from $11.4 million. Operating expenses fell to $13.9 million, and a $3.3 million gain on the sale of land helped push net income to $7.5 million versus a prior-period loss.

After preferred dividends and non‑controlling interests, common shareholders recorded a net loss of $1.0 million, or $0.16 per share, improved from a $0.80 loss. The CRE loan portfolio expanded to $2.18 billion from $1.81 billion, supported by the new ACR 2026‑FL4 securitization, which issued $879.5 million of non‑recourse notes and can finance up to $1.0 billion of loans.

ACRES Commercial Realty Corp. filed Amendment No. 1 to its annual report for the year ended December 31, 2025 to add Part III information that was not included in a proxy statement. The amendment updates director and executive biographies, board committee structure, governance practices, compensation discussion and beneficial ownership data, and adds currently dated Section 302 certifications. It does not change prior financial statements or other disclosures, which remain as in the original filing.

ACRES Commercial Realty Corp. filed Amendment No. 1 to its annual report for the year ended December 31, 2025 to add Part III information that was not included in a proxy statement. The amendment updates director and executive biographies, board committee structure, governance practices, compensation discussion and beneficial ownership data, and adds currently dated Section 302 certifications. It does not change prior financial statements or other disclosures, which remain as in the original filing.

ACRES Commercial Realty Corp. is asking stockholders to vote at its virtual annual meeting on June 22, 2026 on governance, auditor ratification and a strategic internalization transaction. Key items include election of nine directors, an advisory "Say on Pay" vote, ratification of PricewaterhouseCoopers LLP as auditor and approval to issue approximately 7,487,219 shares under the April 29, 2026 Merger Agreement to effect the internalization of management (the "Internalization Merger"). The meeting record date is April 8, 2026, and holders of the ~7,131,101 outstanding common shares as of that date may vote. Additional proposals include adoption of the 2026 Omnibus Equity Incentive Plan, and an adjournment proposal to solicit further proxies if needed.

ACRES Commercial Realty Corp. is asking stockholders to vote at its virtual annual meeting on June 22, 2026 on governance, auditor ratification and a strategic internalization transaction. Key items include election of nine directors, an advisory "Say on Pay" vote, ratification of PricewaterhouseCoopers LLP as auditor and approval to issue approximately 7,487,219 shares under the April 29, 2026 Merger Agreement to effect the internalization of management (the "Internalization Merger"). The meeting record date is April 8, 2026, and holders of the ~7,131,101 outstanding common shares as of that date may vote. Additional proposals include adoption of the 2026 Omnibus Equity Incentive Plan, and an adjournment proposal to solicit further proxies if needed.

ACRES Commercial Realty Corp. is changing its independent auditor, dismissing Ernst & Young LLP and appointing PricewaterhouseCoopers LLP, effective upon filing its Form 10-Q for the quarter ended March 31, 2026. The company states there were no disagreements with EY and no reportable events for the fiscal years ended December 31, 2025 and 2024 or subsequent interim periods. EY’s audit reports for those years contained no adverse opinions or qualifications. PwC has not previously been consulted by the company on accounting matters described in Regulation S-K Item 304(a)(2).

ACRES Commercial Realty Corp. is changing its independent auditor, dismissing Ernst & Young LLP and appointing PricewaterhouseCoopers LLP, effective upon filing its Form 10-Q for the quarter ended March 31, 2026. The company states there were no disagreements with EY and no reportable events for the fiscal years ended December 31, 2025 and 2024 or subsequent interim periods. EY’s audit reports for those years contained no adverse opinions or qualifications. PwC has not previously been consulted by the company on accounting matters described in Regulation S-K Item 304(a)(2).

ACRES Commercial Realty Corp. reported a small GAAP net loss allocable to common shares of $1.0 million, or $(0.16) per diluted share, for the first quarter of 2026. Earnings Available for Distribution were positive at $0.02 per diluted share, reflecting adjustments such as non-cash credit loss reversals and real estate depreciation.

The company’s commercial real estate loan portfolio reached about $2.2 billion at par value, with 81.5% in multifamily properties and 96.2% of the portfolio current on payments. During the quarter, ACRES added approximately $496 million of new loans and, together with late-2025 originations, closed a $1.0 billion CRE CLO, while total book value per share was $29.98 as of March 31, 2026.

ACRES Commercial Realty Corp. reported a small GAAP net loss allocable to common shares of $1.0 million, or $(0.16) per diluted share, for the first quarter of 2026. Earnings Available for Distribution were positive at $0.02 per diluted share, reflecting adjustments such as non-cash credit loss reversals and real estate depreciation.

The company’s commercial real estate loan portfolio reached about $2.2 billion at par value, with 81.5% in multifamily properties and 96.2% of the portfolio current on payments. During the quarter, ACRES added approximately $496 million of new loans and, together with late-2025 originations, closed a $1.0 billion CRE CLO, while total book value per share was $29.98 as of March 31, 2026.

ACRES Commercial Realty Corp. is internalizing its management by acquiring ACRES Capital Corp. in an all-stock merger. Each share of ACC common stock will be converted into the right to receive 2.61882 shares of ACR common stock. The company expects to issue approximately 7.5 million ACR shares at closing as merger consideration, with a net increase in ACR shares outstanding of about 6.3 million after eliminating shares held in consolidation.

Through the merger, ACR will acquire its external manager, terminate the existing Management Agreement for no additional consideration and become an internally managed REIT. Pro forma assets under management are expected to rise from $2.2 billion to about $4.7 billion, adding third-party fee income streams. The deal was unanimously approved by a special committee of independent directors, which received a fairness opinion from BTIG, LLC, and is subject to stockholder approval of the stock issuance, NYSE listing of the new shares and other customary closing conditions, with closing targeted for the third quarter of 2026.

ACRES Commercial Realty Corp. is internalizing its management by acquiring ACRES Capital Corp. in an all-stock merger. Each share of ACC common stock will be converted into the right to receive 2.61882 shares of ACR common stock. The company expects to issue approximately 7.5 million ACR shares at closing as merger consideration, with a net increase in ACR shares outstanding of about 6.3 million after eliminating shares held in consolidation.

Through the merger, ACR will acquire its external manager, terminate the existing Management Agreement for no additional consideration and become an internally managed REIT. Pro forma assets under management are expected to rise from $2.2 billion to about $4.7 billion, adding third-party fee income streams. The deal was unanimously approved by a special committee of independent directors, which received a fairness opinion from BTIG, LLC, and is subject to stockholder approval of the stock issuance, NYSE listing of the new shares and other customary closing conditions, with closing targeted for the third quarter of 2026.

ACRES Commercial Realty Corp. reported that private investment funds and accounts managed by Eagle Point Credit Management LLC executed an open-market sale of 1,095 shares of its 7.875% Series D Preferred Stock at a weighted average price of $22.12 per share.

After this transaction, the accounts associated with the reporting entities held 737,928 shares of the 7.875% Series D Preferred Stock, 349,907 shares of the 8.625% Series C Preferred Stock, and 1,177,060 shares of common stock indirectly. The reporting entities disclaim beneficial ownership of these securities under Section 16 rules.

ACRES Commercial Realty Corp — The Vanguard Group filed Amendment No. 1 to a Schedule 13G/A reporting beneficial ownership of 0 shares (0%) of Common Stock. The filing discloses an internal realignment effective January 12, 2026 that caused certain Vanguard subsidiaries to report holdings separately.

The amendment is signed by Ashley Grim on March 26, 2026 and affirms Vanguard’s reporting posture that no single other person holds more than 5% of the class in the reported accounts.