ACRES Commercial Realty (NYSE: ACR) to acquire external manager in stock deal
Rhea-AI Filing Summary
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.
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Insights
ACR is trading external fees for stock dilution and fee income scale.
ACRES Commercial Realty plans to acquire its external manager in an all-stock deal that issues about 7.5 million new shares and increases net shares outstanding by roughly 6.3 million. In return, the company eliminates base and incentive management fees and gains ACC’s fee-based asset management platform, taking total assets under management from $2.2B to about $4.7B.
The transaction framework shifts economics from cash fees to internal expenses and fee income. Management highlights illustrative Earnings Available for Distribution scenarios where EAD rises from $8.5M externally managed to as much as $55.0M in an internalized case, with EAD yield examples up to 14.9%. These are projections, not guidance, and depend on successfully scaling third-party AUM and controlling costs.
Shareholder approval of the stock issuance, NYSE listing of the new shares, execution of key employment agreements and absence of a material adverse effect are required for closing, targeted for Q3 2026. The combination concentrates ownership, with management and employees expected to own over 45% of ACR equity, which increases alignment but also raises governance and liquidity considerations that future disclosures and performance will help clarify.
8-K Event Classification
Key Figures
Key Terms
Internalization financial
Management Agreement financial
Earnings Available for Distribution financial
Stock Ownership Limit financial
fairness opinion financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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Item 1.01 Entry into a Material Definitive Agreement.
On April 29, 2026, ACRES Commercial Realty Corp. (the “Company”) and ACRES Holdings Sub LLC (“Merger Sub”), a subsidiary of the Company, on the one hand, and ACRES Capital Corp (“ACC”) and ACRES Capital, LLC, a subsidiary of ACC and the external manager of the Company (the “Manager”), on the other hand, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which ACC will be merged with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of the Company (the “Merger”). As a result of the Merger, among other things, (i) the Company will acquire the Manager, (ii) the Manager will cease to perform any outside management services for the Company, (iii) the Company and the Manager will terminate the existing Management Agreement (as defined below) between the parties, and (iv) the Company will become internally managed (the “Internalization”).
A special committee (the “Special Committee”) of the Company’s board of directors (the “Board”) consisting solely of independent and disinterested directors considered, reviewed and negotiated the terms of the Internalization on behalf of the Board. The Merger Agreement, the Merger and the Internalization were unanimously approved by the Special Committee, and, upon the recommendation of the Special Committee, unanimously approved by the disinterested members of the Board. Prior to approving the Merger Agreement, the Special Committee received an opinion from BTIG, LLC, to the effect that, as of April 29, 2026, subject to the assumptions and qualifications contained in such opinion, the consideration to be paid by the Company in connection with the Internalization is fair, from a financial point of view, to the Company.
As discussed below, the closing of the Merger (the “Closing”) is subject to a number of conditions, including the issuance of common stock at the Closing which is subject to approval by the Company’s common stockholders at the Company’s 2026 Annual Meeting. The Company expects to hold its 2026 Annual Meeting in June 2026, and close the Merger (and consummate the Internalization) early in the third quarter of 2026.
Terms of the Merger Agreement
Pursuant to the Merger Agreement, at Closing, (i) each outstanding share of common stock, $0.0001 par value per share, of ACC (“ACC Common Stock”) will be converted into the right to receive 2.61882 shares of common stock, $0.001 par value per share, of the Company (the “ACR Common Stock”) and (ii) the Fourth Amended and Restated Management Agreement, dated as of July 31, 2020, as amended, by and among the Company, the Manager and ACC (the “Management Agreement”), will terminate for no additional consideration. The Company expects to issue a maximum of approximately 7.487 million shares of ACR Common Stock at Closing (the “Stock Issuance”), the exact number of which will be determined based on the number of outstanding shares of ACC Common Stock immediately prior to the Closing. At Closing, the Company expects to directly employ its existing management team and all other employees of the Manager (and, as discussed further in Item 5.02(e) below, on April 29, 2026, the Company executed Term Sheets for the employment of certain key employees (“Key Employees”), to be effective at Closing).
The Merger Agreement contains certain customary representations and warranties between the parties, including with respect to due organization, due authorization, corporate or limited liability company power and authority to enter into the Merger Agreement and perform obligations thereunder, absence of conflicts with organizational documents or material contracts, capitalization and matters relating to Manager’s registration as an investment advisor with the SEC, subject to certain customary exceptions and qualifications as set forth in the Merger Agreement. In addition, the Merger Agreement contains certain covenants between the parties, including without limitation covenants regarding (i) conduct of ACC’s business prior to Closing, (ii) working to seek shareholder approval of the Stock Issuance at the 2026 Annual Meeting, and to have such shares listed on the NYSE, (iii) the termination of the Management Agreement concurrent with the Closing as described above, (iv) the procurement of a customary representations and warranties insurance policy, and (v) taking certain other pre-Closing actions.
The consummation of the Merger and Internalization is also subject to certain closing conditions, including, among other conditions, (i) the continued accuracy of the parties’ representations and warranties, (ii) shareholder approval of the Stock Issuance, and the listing of the shares on the NYSE, (iii) execution of employment agreements with the Key Employees (as discussed further in Item 5.02(e) below), and (iv) the absence of any “material adverse effect” on the Company or ACC.
The Merger Agreement may be terminated, subject to certain limitations set forth in the Merger Agreement, (i) by mutual written agreement by the parties, (ii) by any party should the Closing not have occurred by December 31, 2026 (the “Outside Date”), (iii) by the Company (but only so long as the Company and Merger Sub are not in material breach of their obligations under the Merger Agreement) if there has been a breach of any representation, warranty, covenant or agreement of ACC or the Manager such that one or more of closing conditions are not capable of being fulfilled as of the Outside Date; provided that the Manager and ACC have been provided written notice and a reasonable opportunity to cure, or (iv) by ACC (but only so long as ACC and Manager are not in material breach of their obligations under the Merger Agreement) if there has been a material breach of any representation, warranty, covenant or agreement of the Company or Merger Sub such that one or more of the conditions to closing are not capable of being fulfilled as of the Outside Date; provided that the Company and Merger Sub have been provided written notice and a reasonable opportunity to cure.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified entirely by reference to the Merger Agreement, which is attached as Exhibit 2.1 hereto.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the ACR Common Stock pursuant to the Merger Agreement as consideration in the Internalization is incorporated by reference in this Item 3.02. The ACR Common Stock to be issued pursuant to the Merger Agreement will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) in reliance on Section 4(a)(2) of the Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.
(c) Appointment of Certain Officers
On April 29, 2026, the Board, upon recommendation from the Compensation Committee of the Board (the “Compensation Committee”), appointed Andrew Fentress as the Company’s Managing Director – Capital Markets, Martin Reasoner as the Company’s Managing Director – Originations, and Kyle K. Brengel as the Company’s Chief Operating Officer, each effective at Closing and upon execution of their respective Employment Agreements (as further discussed below). In addition, Mr. Fentress will serve as the principal executive officer of the Company effective at Closing and upon execution of his Employment Agreement, and Mark Fogel, the Company’s current principal executive officer, will continue to serve as the President of the Company following Closing.
Mr. Fentress, age 56, has served as the Company’s Chairman since July 2020 and as a Managing Partner of ACC since 2016. Prior to joining ACC, Mr. Fentress served as a Managing Director at Napier Park Global Capital in the Special Situations group from January 2014 to September 2016. Mr. Fentress was a founding and Managing Partner of Medley Capital, a private investment firm headquartered in New York from 2006 through March 2014, and also served on the investment committee and oversaw the asset management division of the firm. Mr. Fentress began his career with Morgan Stanley & Co., Inc. in 1995 where he was responsible for overseeing the operations of a global trading team in such sectors as technology, telecommunications and media.
Mr. Reasoner, age 49, has served as a Managing Partner of ACC since 2012. Previously, Mr. Reasoner was a Partner at Creekside Investments, where he focused his efforts on residential family housing investments. He was also a member of the Real Estate Investment Network, a Canadian-based real estate investing platform dedicated to assisting commercial real estate professionals and investors. Mr. Reasoner is a former collegiate and professional athlete who spent fifteen years in the National Hockey League.
Mr. Brengel, age 35, has served as the Company’s Vice President - Operations since July 2020. Mr. Brengel has served as Chief Operating Officer of the Manager since July 2020 and, before that, served as Managing Director from January 2020 to July 2020, as Director from January 2018 to January 2020 and Vice President from January 2017 to January 2018. Previously, Mr. Brengel was a member of Napier Park Global Capital’s Special Situations team from June 2015 through December 2016, on Ares Management Corporation’s Direct Lending team from October 2013 through June 2015, and on Duff and Phelps Advisory team from July 2012 through October 2013.
(e) Compensatory Arrangements of Certain Officers
On April 29, 2026, the Board, upon recommendation of the Compensation Committee, approved the entry into employment term sheets with each of Mark Fogel, Andrew Fentress, Martin Reasoner, Jaclyn Jesberger, Kyle Brengel and Eldron Blackwell (the “Employment Term Sheets,” and each an “Employment Term Sheet”). The Compensation Committee also engaged the Company’s independent compensation consultant, Meridian Compensation Partners, LLC, to assist and advise the Special Committee in relation to the Employment Term Sheets. The Employment Term Sheets are non-binding and are expected to be replaced and superseded by formal employment agreements embodying the provisions of the Employment Term Sheets with each of these officers at and effective upon Closing (the “Employment Agreements”).
The following provides a summary of the Employment Term Sheets. Such summary does not purport to be a complete description of the anticipated Employment Agreements. The Company will file copies of the Employment Agreements as exhibits once such agreements are finalized and executed by the parties.
Term
The Employment Term Sheets provide for a three-year term of employment that will become effective as of the Closing (the “Effective Date”), each with automatic renewals of additional successive one-year periods unless either party thereto provides at least 90 days’ advance notice of non-renewal. Each employee will be an “at will” employee and employment may be terminated by the Company or the executive at any time.
Duties
The Employment Term Sheets provide that Mr. Fogel, Mr. Fentress, Mr. Reasoner, Ms. Jesberger, Mr. Brengel and Mr. Blackwell (collectively, the “Executive Officers,” and each, an “Executive Officer”) will be employed by the Company, and that Mr. Fogel will continue to serve as President of the Company, Mr. Fentress will serve as Managing Director – Capital Markets (and the principal
executive officer) of the Company, Mr. Reasoner will serve as Managing Director – Originations of the Company, Ms. Jesberger will continue to serve as Chief Legal Officer of the Company, Mr. Brengel will serve as Chief Operating Officer of the Company and Mr. Blackwell will continue to serve as Chief Financial Officer (and principal financial officer) of the Company.
Compensation
The Employment Term Sheets provide for the following compensation for each Executive Officer.
Each Executive Officer will have target annual cash bonus opportunities of at least 50% of base salary, subject to performance criteria and targets established and administered by the Compensation Committee. In addition, the Executive Officers will be eligible to receive equity and other long-term incentive awards at the discretion of the Board (or the Compensation Committee) under any applicable plan or program adopted by the Company, and they will be eligible to participate in all employee benefit programs made available to the Company’s employees.
Severance Payments
The Employment Term Sheets contain customary definitions of “good reason,” “cause,” and “change in control.” The Employment Term Sheets provide that, if an Executive Officer’s employment is terminated by the Company without “cause” or by the Executive Officer for “good reason”, subject to the Executive Officer executing and not revoking a release of claims, the Executive Officer will receive (i) all earned but unpaid annual base salary, unreimbursed expenses, and other vested and non-forfeitable amounts or accrued benefits, in each case, through the date of termination; (ii) a pro-rated portion of the annual bonus in respect of the year of termination, based on actual performance; (iii) severance payments equal to 1.5 times the sum of the annual base salary and target annual bonus, or in the case of a termination within 12 months following a change of control of the Company, two times the sum of annual base salary and target annual bonus; and (iv) reimbursement of COBRA premiums for 18 months. Any unvested equity awards shall be addressed in the Company’s equity plan and corresponding award agreements.
The severance described in (iii) above is paid in installments over 12 months following the termination date unless the termination occurs within 12 months following a change in control of the Company, in which case the severance is paid in a lump sum within 60 days after the date of termination.
Non-Solicitation, Non-Competition, Intellectual Property, Confidentiality and Non-Disparagement
The Employment Term Sheets provide that for twelve months following the Executive Officer’s termination of employment, the respective Executive Officer will not solicit the Company’s employees, officers, directors or consultants. The Employment Term Sheets also contain non-compete covenants applicable for twelve months following the termination of the Executive Officer’s employment for any reason, and covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of each of the Executive Officers on the one hand and the Company on the other hand to disparage the other.
Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
In connection with the Internalization, on April 27, 2026, the Board of Directors of the Company approved, pursuant to Section 6.2.8 of the Company’s charter (the “Charter”), a decrease in the Stock Ownership Limit, as such term is defined therein, from 9.8% to 4.34% in value or in number of shares, whichever is more restrictive, of any class or series of shares of Capital Stock, as such term is defined therein, of the Company. On April 28, 2026, the Company filed an amendment to the Charter (the “Amendment”) reflecting the change in the Stock Ownership Limit with the State Department of Assessments and Taxation of Maryland, effective at 5:00 p.m. on April 29, 2026.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment setting forth the Amendment, which is filed as Exhibit 3.1 to this report and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Copies of the Company’s press release and investor presentation describing the foregoing matters are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
The information set forth in Item 7.01 in this Current Report, and all of the exhibits hereto, is to be considered “furnished” pursuant to Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that Section. The information set forth in Item 7.01 in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Act.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to the proposed Merger and Internalization. In connection with the proposed Internalization, the Company will file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement or for any other document that the Company may file with the SEC and send to its stockholders in connection with the proposed internalization transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed by the Company with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by the Company with the SEC will be available free of charge on the Company’s website at www.acresreit.com, or by contacting the Company’s Investor Relations Department.
The Company and its directors and certain of its executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 10, 2026, its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 11, 2025 and other filings filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Proxy Statement and other relevant materials to be filed with the SEC when they become available.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
2.1 |
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Agreement and Plan of Merger, dated April 29, 2026, by and among ACRES Commercial Realty Corp. ACRES Holdings Sub LLC, ACRES Capital Corp and ACRES Capital, LLC |
3.1 |
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Articles of Amendment of ACRES Commercial Realty Corp, dated April 28, 2026. |
99.1 |
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Press Release |
99.2 |
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Investor Presentation |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules have been omitted. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ACRES COMMERCIAL REALTY CORP. |
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Date: |
April 30, 2026 |
By: |
/s/ Eldron C. Blackwell |
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Eldron C. Blackwell |
Exhibit 99.1
ACRES Commercial Realty Corp. Announces Agreement to Internalize Management and Acquire ACRES Capital Corp.
~Enhanced Earnings Profile –Significant Third-Party Revenue Streams~
~Alignment of Interest and Consideration in Form of ACR Shares at Fully Diluted Book Value~
~Continuity of Management Team~
UNIONDALE, N.Y., Apr. 30, 2026 - ACRES Commercial Realty Corp. (NYSE: ACR) (“ACR” or the “Company”) and ACRES Capital Corp. (“ACC”) announced today that they have entered into a definitive merger agreement (the “Merger Agreement”), pursuant to which ACR will acquire ACC in an all-stock transaction (the “Merger”). In connection with the Merger, ACR will acquire ACRES Capital, LLC, its external manager (the “Manager”) and an indirect wholly-owned subsidiary of ACC, and transition from an externally-managed REIT to an internally-managed REIT (the “Internalization”).
The Merger Agreement and the terms of the Internalization were negotiated and unanimously approved and recommended by a Special Committee of the Board of Directors of ACR, composed of independent directors (the “ACR Special Committee”), and approved by ACR’s Board of Directors. The Merger and Internalization are subject to certain closing conditions, including the approval of ACR’s stockholders of the issuance of ACR’s common stock as merger consideration, and is expected to close during the third quarter of 2026. As a result of the Merger and Internalization, ACR expects to directly employ its existing management team and all other employees of the Manager.
Upon closing of the Merger and Internalization, the Company will issue approximately 7.5 million shares of ACR’s common stock to ACC stockholders as merger consideration, priced at ACR’s fully diluted book value per share as of December 31, 2025, and will terminate the existing Management Agreement. Following closing, the net increase in ACR shares outstanding is expected to be approximately 6.3 million shares after giving effect to the elimination of ACR shares held by ACC in consolidation.
The Company has posted a presentation providing additional information regarding the Merger and Internalization under the Investor Relations section of its website at https://www.acresreit.com/investor-overview.
Anticipated Key Benefits of the Merger and Internalization
The Merger and Internalization are expected to create operational and financial benefits for ACR post-closing, including:
Continued Strong Leadership
The Company will continue to be managed by its existing senior leadership team, with Andrew Fentress serving as Chairman of the Board and as a Managing Director and Mark Fogel serving as President. In addition, the Company intends to retain employees of the Manager who currently serve in key roles at ACR, including, but not limited to, those who support ACR’s asset management, legal, accounting, tax and treasury operations.
Advisors
The ACR Special Committee was advised by BTIG, LLC as its exclusive financial advisor, Hunton Andrews Kurth LLP as its legal counsel and Meridian Compensation Partners, LLC as its compensation consultant.
About ACRES Commercial Realty Corp. and Acres Capital, LLC
ACRES Commercial Realty Corp. is a real estate investment trust that is primarily focused on originating, holding and managing commercial real estate mortgage loans and may hold equity investments in commercial real estate properties through direct ownership and joint ventures. The Company is currently externally managed by ACRES Capital, LLC, a subsidiary of ACRES Capital Corp., a private commercial real estate lender exclusively dedicated to nationwide middle market CRE lending with a focus on multifamily, student housing, hospitality, industrial and office property in top U.S. markets. For more information, please visit the Company’s website at www.acresreit.com or contact investor relations at IR@acresreit.com.
About ACRES Capital Corp.
ACRES Capital Corp. is a private commercial real estate lender and U.S. Securities and Exchange Commission-registered investment adviser that originates, structures, and manages real estate debt investments. Headquartered in New York with offices throughout the US, ACC focuses on Class A multifamily, student housing, hospitality, office, and industrial lending across major U.S. markets.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “trend,” “will,” “continue,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “look forward” or other similar words or terms. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. Factors that can affect future results are discussed in the documents filed by the Company from time to time with U.S. Securities and Exchange Commission (the “SEC”). These risks and uncertainties include, but are not limited to, risks and uncertainties relating to satisfaction of the Merger closing conditions in a timely manner, if at all, the Company’s ability to successfully close the Internalization, to manage the transition to self-management and the ability to achieve expected cost savings or other benefits of the Internalization and the timing thereof; unanticipated expenditures relating to or liabilities arising from the internalization; litigation or regulatory issues relating to the Internalization; the impact of the Internalization on the Company’s common stock dividend, and the impact of the Internalization on relationships with, and potential difficulties retaining, the Company’s executive officers, employees and directors on a go-forward basis. The foregoing list of factors is not exhaustive. Accordingly, you should not place undue reliance on any forward-looking
statements contained herein. For a discussion of some of the risks and important factors that could affect such forward-looking statements, please refer to the Company’s most recent annual and quarterly reports and other filings filed with the SEC, which are available on the Company’s website (www.acresreit.com). The Company undertakes no obligation to update or revise any forward-looking statement to reflect new or changing information or events after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law.
Participants in the Proxy Solicitation
This press release relates to the proposed Internalization. In connection with the proposed internalization transaction, the Company will file relevant materials with the SEC, including a proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement or for any other document that the Company may file with the SEC and send to its stockholders in connection with the proposed Internalization. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed by the Company with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by the Company with the SEC will be available free of charge on the Company’s website at www.acresreit.com, or by contacting the Company’s investor relations at IR@acresreit.com
The Company and its directors and certain of its executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 11, 2025 and other filings filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Proxy Statement and other relevant materials to be filed with the SEC when they become available.
ACR INTERNALIZATION AND ACQUISITION OF ACRES CAPITAL CORP. April 30, 2026 Exhibit 99.2
DISCLAIMER Forward-Looking Statements This presentation relates to a proposed acquisition by ACRES Commercial Realty Corp. (“ACR” or the “Company”) of its external manager, pursuant to the acquisition of ACRES Capital Corp., a parent of the external manager (the “Transaction”). The information set forth herein does not purport to be complete or to contain all of the information you may desire. This document contains statements that constitute “forward-looking statements” as that term is defined in the United States Private Securities Litigation Reform Act of 1995, including statements that express the company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results, in contrast with statements that reflect historical facts. Examples include discussion of the Company’s strategies, financing plans, growth opportunities, market growth, and plans for capital deployment, plus the benefits of the Transaction, including cash savings, enhanced alignment with shareholders, increased investment returns, expectations regarding management continuity, transparency and governance, and the benefits of simplification to its structure. In some cases, you can identify such forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “target,” “forecast,” “guidance,” “goal,” “predicts,” “project,” “potential” or “continue,” the negative of these terms or similar expressions. Forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to the Company. However, these forward-looking statements are not a guarantee the Company’s performance, and you should not place undue reliance on such statements, including because the issuance of Company common stock pursuant to the transaction is subject to shareholder approval. Forward-looking statements are subject to many risks, uncertainties and other variable circumstances, and other factors. Such risks and uncertainties may cause the statements to be inaccurate and readers are cautioned not to place undue reliance on such statements. Many of these risks are outside the Company's control and could cause its actual results to differ materially from those it thought would occur. The forward-looking statements included in this document are made only as of the date hereof. The Company does not undertake, and specifically declines, any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by law. For further information, please reference the Company’s reports and documents filed with the U.S. Securities and Exchange Commission (“SEC”) by visiting EDGAR on the SEC’s website at www.sec.gov. Past Performance Past performance is not indicative of future results. There is no guarantee that any investment strategy referenced herein will work under all market conditions. Prior to making any investment decision, you should evaluate your ability to invest for the long-term, especially during periods of downturns in the market. You alone assume the responsibility of evaluating the merits and risks associated with any potential investment or investment strategy referenced herein. Notes on Presentation This presentation contains information regarding financial results that is calculated and presented on the basis of methodologies other than in accordance with accounting principles generally accepted in the United States (“GAAP”), which management believes is relevant to assessing ACR’s financial performance. Please refer to page 7 for a discussion of illustrative Earnings Available for Distribution (“EAD”), a non-GAAP financial measure. Unless otherwise indicated, information included in this presentation is at or for the period ended December 31, 2025. No Offer or Sale of Securities This presentation is for informational purposes only and does not constitute an offer to sell or the solicitation of any offer to buy any securities of ACR or any other entity. Any offering of securities would be made pursuant to separate documentation and any such securities would not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Participants in the Proxy Solicitation This presentation relates to the proposed Internalization. In connection with the proposed internalization transaction, the Company will file relevant materials with the SEC, including a proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement or for any other document that the Company may file with the SEC and send to its stockholders in connection with the proposed Internalization. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed by the Company with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by the Company with the SEC will be available free of charge on the Company’s website at www.acresreit.com, or by contacting the Company’s investor relations at IR@acresreit.com. The Company and its directors and certain of its executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 11, 2025 and other filings filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Proxy Statement and other relevant materials to be filed with the SEC when they become available.
BENEFITS OF THE PROPOSED COMBINATION Read important disclaimers on page 2. An internally-managed REIT with significant insider ownership that’s positioned to deliver returns from both dividend yield and capital appreciation An internally-managed REIT with significant insider ownership that’s positioned to deliver returns from both dividend yield and capital appreciation An internally-managed REIT with significant insider ownership that’s positioned to deliver returns from both dividend yield and capital appreciation Accelerated AUM growth through multiple distribution channels reduces reliance on capital markets and provides enhanced returns from fee income An internally-managed REIT with significant insider ownership that’s positioned to deliver returns from both dividend yield and capital appreciation Established commercial real estate credit platform with a national footprint and over $4.7B of total assets A Unique Real Estate Investment and Investment Management Platform Differentiated in the Public Markets
INTERNALIZATION AND ACQUISITION OF ACRES CAPITAL CORP. The closing of the Transaction will be subject to shareholder approval of the issuance of the ACR Shares as merger consideration and other customary closing conditions, including NYSE approval of the listing of the ACR Shares. The Transaction is expected to close during the third quarter of 2026, however, there can be no assurances that the Transaction will close on that timeline, or at all See slide 8 for more information regarding ACR projections Book Value fully diluted as of December 31, 2025 On April 29, 2026, ACRES Commercial Realty Corp. (“ACR” or the “Company”) executed a definitive agreement to acquire its external manager, ACRES Capital Corp. (“ACC”) and internalize its management (the “Transaction”) Transaction Overview(1) Enhanced Earnings Profile Continuity of Management Team Alignment of Interest In connection with the Transaction, ACR will: Issue shares of ACR common stock (“ACR Shares”) as merger consideration Terminate the existing Management Agreement Transaction to provide ACR shareholders with third-party fee income earned from an evergreen fund vehicle, separately managed accounts (“SMAs”) and a growing insurance platform that will enhance ACR’s financial profile Targeted post-Transaction EAD yields of 8% - 15%(2) Management will receive 100% of transaction consideration in the form of ACR Shares priced at ACR Book Value per Share(3) Alignment of management interests through significant ownership of ACR. Management and employees to own greater than 45% of ACR shares upon closing Company to internalize management, further aligning the interests of the seasoned management team and ACR shareholders Anticipated reduced leverage with increased equity base A Special Independent Committee of the ACR Board of Directors has unanimously approved the Transaction The current ACRES management team, which has managed ACR since July 2020, and delivered a 65.8% increase in book value, will become employed by ACR and continue to actively manage ACR pursuant to long term employment agreements ACR intends to retain all employees of the Manager who currently serve in key roles at the Company, including, but not limited to, those who support ACR’s asset management, legal, accounting, tax and treasury operations Subject to the satisfaction of closing conditions, the Transaction is expected to close in Q3 2026 The Special Committee has received a Fairness Opinion from BTIG, LLC Read important disclaimers on page 2. Transaction expected to be immediately accretive to EAD Improved operating leverage from internalized management structure The completion of the Transaction will eliminate all management fees, incentive fees and reimbursable expenses charged to ACR shareholders pursuant to the existing Management Agreement
TRANSACTION RATIONALE Diversified Income Stream REIT = Sustainable Dividend ACR’s existing CRE loan portfolio with opportunity for growth Management & servicing fee streams Origination, application fees, insurance revenues and other fee-related income streams GP investment income stream Enhanced Assets Under Management(1) Total Expected Assets Under Management of $4.7B, pro forma ACR’s existing AUM of $2.2B Acquisition of managed assets AUM of $2.5B with significant upside potential Growth Potential Economies of scale lead to more efficient cost of capital Greater access to capital markets to grow the equity base over time Operating leverage from internalized management structure Expected Immediate Accretion to EAD and Reduced Leverage Increased fee-related revenues are anticipated to drive accretive and growing EAD Increased equity base at closing Book Value Focus Management has increased ACR book value 65.8% since July 2020 The ability to utilize tax assets, subject to applicable tax limits(1), provides a pathway to further book value growth Internalization of Management to Align Interests Eliminates all management and incentive fees charged to ACR shareholders Management is targeting the lowest cost structure in its peer group Ability to scale the Company without significantly increasing the cost profile The ACRES management team, which has managed ACR since July 2020, will be receiving ACR Shares at fully diluted book value leading to over 45% ownership in ACR, and will continue to actively manage ACR long-term Management focused on book value appreciation and dividend growth Read important disclaimers on page 2. As of December 31, 2025
BENEFITS OF TRANSACTION Read important disclaimers on page 2. Larger asset base allows greater balance sheet flexibility and ability to grow and optimize portfolio $4.7 Billion $2.2 Billion ACR becomes a larger REIT with a nationwide presence As of December 31, 2025 AMF or ACRES Mortgage Fund, Ltd. or the consolidated fund
KEY EXPECTED POST-TRANSACTION METRICS(1) Read important disclaimers on page 2. 16% 15% 10% 9% 8% 3% 5% 5% 4% 3% 2% 2% 2% 2% 1% 1%< 1% 2% 2% 2% 1% 1% 1% 1% 1% 1% 1%< 1% Geography Asset Type Portfolio diversified by region and asset type post-internalization $4.7B Total Assets S + 3.7% Weighted Average Spread 73% Weighted Average LTV 134 Loan and Real Estate Count 22 Months Weighted Average Life 2.4% Weighted Average SOFR Floor Combined Portfolio Metrics As of December 31, 2025
HYPOTHETICAL ESTIMATED EAD PROFILE POST-TRANSACTION ACR has presented this slide for illustrative purposes only. The illustrative earnings potential is based on current market conditions and assumptions with respect to general business, economic, regulatory, and financial conditions and other future events, as well as matters specific to ACR's business, all of which are difficult to predict and many of which are beyond ACR’s control. As a result, there can be no assurance that any of the results will be realized or achieved. The illustration should not be relied upon as being necessarily indicative of future results, and you are cautioned not to place undue reliance on these scenarios. EAD is a non-GAAP financial measure. A quantitative reconciliation to the most directly comparable GAAP measure has not been provided because the hypothetical nature of the presentation makes a meaningful reconciliation impracticable and would otherwise not be useful to investors. ACR Externally Managed Internal Case 1 Internal Case 2 Internal Case 3 Projected CRE loan portfolio size (excl. consolidated Fund) $2,250.0 $2,700.0 $2,700.0 $2,700.0 Target range of GAAP leverage 3.5x 3.5x 3.5x 3.5x Illustrative return on net deployable capital 12.5% 13.5% 13.5% 13.5% CRE net interest income $71.7 $83.8 $83.8 $83.8 AUM fee stream N/A 48.3 60.0 73.2 Less: general & administrative (11.5) (35.5) (35.5) (35.5) Less: base and incentive management fees (6.3) N/A N/A N/A Less: corporate interest expense (13.2) (32.0) (32.0) (32.0) Less: other EAD adjustments (11.6) (13.9) (13.9) (13.9) Less: preferred dividends (20.6) (20.6) (20.6) (20.6) Illustrative EAD $8.5 $30.1 $41.8 $55.0 EAD Earnings Per Share $1.20 $2.24 $3.11 $4.09 EAD Yield to Common Shareholders 4.3% 8.1% 11.3% 14.9% The chart below is meant to display the illustrative earnings potential of the Company post-Transaction. It is not meant to represent performance guidance for any period.(1) Read important disclaimers on page 2.
BENEFITS OF SCALE Average common stock share price divided by common stock book value at the end of each quarter for the years 2023 to 2025 See slide 8 for more information regarding ACR projections. Average EAD divided by common stock book value at the end of each quarter for the years 2023 to 2025 Larger REITs typically trade at higher multiples Typically, REITs with scale trade at higher multiples, have more research analyst coverage, greater trading liquidity and institutional ownership Larger asset base allows greater balance sheet flexibility and ability to grow and optimize portfolio Multiple managed investment vehicles establish diversified revenue sources with potential for significant growth Capital structure post closing enables greater access to capital and liquidity Reduced risk through greater diversification by geography, asset type, and sponsor Improved operating efficiency as fixed operating expenses are spread over a larger asset base Benefits of Scale 3-Year Trailing Average Price to Book Value(1) 3-Year Trailing Average EAD to Book Value Yield(2) 11.3% 14.9% Read important disclaimers on page 2.
LEADERSHIP OVERVIEW Read important disclaimers on page 2. Highly experienced leadership team with significant ownership in ACR ACR Management Team Andrew Fentress Chairman, ACR ACR Board Chairman Member of Investment Committee Member of Management Committee Board member for AMF 30 years of experience Mark Fogel President, ACR ACR Board member Member of Investment Committee Member of Management Committee Board member for AMF 30 years of experience Marty Reasoner Managing Director of Origination, ACR Member of Investment Committee Member of Management Committee Head of Originations 15 years of experience Kyle Brengel Chief Operating Officer, ACR Member of Management Committee Previously worked at Napier Park Global Capital and Ares Management 13 years of experience Jaclyn Jesberger Chief Legal officer, Chief Compliance Officer, ACR Member of Investment Committee Member of Management Committee Previous experience at Arbor Realty Trust, Credit Suisse and Cadwalader 24 years of experience Richard Persaud Managing Director of Finance & Accounting, ACR Chief Financial Officer, ACRES Mortgage Fund Member of Management Committee Previously served as a senior manager at Ernst & Young 18 years of experience Eldron Blackwell Chief Financial Officer, ACR Previously served as Vice President and Chief Accounting Officer of ACR Previously served as a senior manager at Grant Thorton 25 years of experience
KEY TAKEAWAYS Read important disclaimers on page 2. Addition of expected recurring revenue streams should drive a growing, sustainable dividend Increase in fee paying AUM expected to diversify and expand ACR’s investment portfolio and reduce sole reliance on levered returns Management team and employees will remain in place and own over 45% of ACR shares Enhanced transparency and corporate governance Management team receiving 100% of transaction consideration in ACR common stock at fully diluted Book Value Tax Assets may provide further Book Value growth Direct alignment of management, diversified revenue streams and modest leverage drive increasing EAD for Shareholders