ACRES Commercial Realty Corp.

ACRES Commercial Realty Corp. held its 2026 Annual Meeting of Stockholders on June 22, 2026. Stockholders elected nine directors, approved executive compensation, and ratified PricewaterhouseCoopers LLP as the independent auditor. Crucially, they approved the issuance of approximately 7.49 million shares for the merger with ACRES Capital Corp. and adopted the 2026 Omnibus Equity Incentive Plan.

ACRES Commercial Realty Corp. filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amendment was filed solely to provide information required in Part III, including details on Directors, Executive Officers, and Corporate Governance, as a definitive proxy statement will not be filed within 120 days. The filing includes Section 302 Sarbanes-Oxley certifications and explicitly states no other changes were made to the original filing, nor does it reflect events after the original filing date or modify financial statements.

ACRES Commercial Realty Corp. dismissed Ernst & Young LLP as its independent registered public accounting firm, effective upon filing the Q1 2026 Form 10-Q. The company stated that the dismissal was not due to any disagreements on accounting principles or auditing procedures. Concurrently, the Audit Committee approved the engagement of PricewaterhouseCoopers LLP as the new independent auditor for the fiscal year ending December 31, 2026, also effective upon the Q1 2026 10-Q filing.

ACRES Commercial Realty Corp. reported a GAAP net loss of $1.0 million, or $(0.16) per diluted share, for Q1 2026, while Earnings Available for Distribution (EAD) was $0.02 per share. The company's origination team added $496 million in high-quality loans to its portfolio and closed a $1 billion CRE CLO in February. ACR also realized a $3.3 million gain from the sale of a real estate investment, demonstrating active portfolio management and continued growth.

ACRES Commercial Realty Corp. (ACR) announced a definitive merger agreement to acquire ACRES Capital Corp. (ACC) in an all-stock transaction, simultaneously internalizing its management. The deal, unanimously approved by ACR's independent Special Committee, involves issuing approximately 7.5 million shares of ACR common stock to ACC stockholders, priced at ACR's fully diluted book value as of December 31, 2025. This strategic move is expected to expand ACR's assets under management from $2.2 billion to $4.7 billion, align management interests with stockholders, and enhance earnings available for distribution (EAD) with targeted yields of 8%-15%. The transaction is anticipated to close in Q3 2026, subject to stockholder approval.