STOCK TITAN

ACRES Commercial sets $50M stock sale program

ACRES Commercial Realty Corp. set up new common and preferred stock ATM programs under its shelf registration, replacing a prior preferred stock arrangement.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ACRES Commercial Realty Corp. (ACR) established new equity distribution agreements to sell its securities in at-the-market programs. The company may sell up to $50 million of common stock through Raymond James & Associates, Inc. and up to 2,980,000 Series C and 2,192,143 Series D preferred shares through Seaport Global Securities LLC, each with a sales commission not exceeding 2.0% of gross sales price. These securities are registered under the company’s existing Form S-3 shelf registration and related prospectus and prospectus supplements.

The new preferred stock equity distribution agreement replaces a prior agreement with Jones Trading, under which only 7,857 of the authorized 2,200,000 Series D preferred shares had been sold before its termination.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Common stock ATM capacity $50 million Maximum aggregate offering amount of common stock under the new Equity Distribution Agreement
Series C Preferred Shares ATM capacity 2,980,000 shares Maximum 8.625% Series C Preferred Stock issuable under the new preferred Equity Distribution Agreement
Series D Preferred Shares ATM capacity 2,192,143 shares Maximum 7.875% Series D Preferred Stock issuable under the new preferred Equity Distribution Agreement
Sales agent commission rate 2.0% of gross sales price Maximum commission payable on both common and preferred stock ATM sales
Prior Series D ATM capacity 2,200,000 shares Series D Preferred Stock that could have been sold under the prior Jones Trading agreement
Series D sold under prior agreement 7,857 shares Series D Preferred Stock actually sold before termination of the prior preferred equity distribution agreement
Equity Distribution Agreement financial
"entered into an Equity Distribution Agreement between the Company and Raymond James"
An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.
at-the-market offerings financial
"may be offered and sold through the Common Sales Agent in transactions deemed to be “at-the-market” offerings"
An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.
Cumulative Redeemable Preferred Stock financial
"8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock"
Cumulative redeemable preferred stock is a type of investment that gives shareholders priority over common stockholders to receive dividends and get their money back if the company is sold or closes. If the company misses dividend payments, it must pay them later before any dividends can go to other shareholders. This makes it a more secure and flexible option for investors seeking steady income with some ability to redeem their shares in the future.
prospectus supplement regulatory
"as supplemented by the prospectus supplement, dated September 3, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Form S-3 regulatory
"registration statement on Form S-3 (No. 333-278433)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
Offering Type ATM

FAQ

What new common stock ATM program did ACRES Commercial Realty Corp. (ACR) establish?

ACRES Commercial Realty Corp. may sell up to $50 million of its common stock through an Equity Distribution Agreement with Raymond James & Associates, Inc. Sales may be made as at-the-market offerings or negotiated transactions under the company’s Form S-3 shelf registration.

What preferred stock can ACR sell under the new ATM program?

The company may sell up to 2,980,000 shares of 8.625% Series C and up to 2,192,143 shares of 7.875% Series D Cumulative Redeemable Preferred Stock through Seaport Global Securities LLC, under a new Equity Distribution Agreement.

What commissions will ACR pay on sales under these ATM programs?

For both the common and preferred stock Equity Distribution Agreements, ACRES Commercial Realty Corp. will pay the respective sales agents a commission not to exceed 2.0% of the gross sales price of shares sold through them.

Which registration statement covers the ACR ATM offerings?

Shares sold under both the common and preferred stock Equity Distribution Agreements will be issued pursuant to ACRES Commercial Realty Corp.’s Form S-3 registration statement No. 333-278433, with a related prospectus dated April 1, 2024 and prospectus supplement dated September 3, 2026.

Which prior agreement did ACR terminate in connection with the new preferred stock ATM?

On August 31, 2026, the company gave notice terminating its prior equity distribution agreement with Jones Trading Institutional Services LLC, effective September 1, 2026, which had covered up to 2,200,000 Series D preferred shares.

How many Series D preferred shares had ACR sold under the prior Jones Trading agreement?

Out of 2,200,000 Series D preferred shares that could have been sold under the prior equity distribution agreement with Jones Trading, ACRES Commercial Realty Corp. sold 7,857 shares before terminating that agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
false00013325510001332551us-gaap:CommonStockMember2026-08-312026-08-310001332551us-gaap:SeriesDPreferredStockMember2026-08-312026-08-310001332551us-gaap:SeriesCPreferredStockMember2026-08-312026-08-3100013325512026-08-312026-08-31

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2026

 

 

ACRES Commercial Realty Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Maryland

1-32733

20-2287134

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

390 RXR Plaza

 

Uniondale, New York

 

11556

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 516 535-0015

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 par value per share

 

ACR

 

New York Stock Exchange

8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock

 

ACRPrC

 

New York Stock Exchange

7.875% Series D Cumulative Redeemable Preferred Stock

 

ACRPrD

 

New York Stock Exchange

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 1.01 Entry into a Material Definitive Agreement.

Common Stock ATM Program

On September 3, 2026, ACRES Commercial Realty Corp., a Maryland corporation (the “Company”), entered into an Equity Distribution Agreement (the “Common Distribution Agreement”) between the Company and Raymond James & Associates, Inc. (the “Common Sales Agent”). Under the terms of the Common Distribution Agreement, the Company may offer and sell up to $50 million of its shares (the “Common Shares”) of its common stock, par value $0.001 per share (“Common Stock”) from time to time through the Common Sales Agent.

Pursuant to the Common Distribution Agreement, the Common Shares may be offered and sold through the Common Sales Agent in transactions deemed to be “at-the-market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the NYSE or any other existing trading market for our common stock, or negotiated transactions, or as otherwise agreed with the Common Sales Agent, including in block transactions or any other method permitted by law. Under the Common Distribution Agreement, the Common Sales Agent will use commercially reasonable efforts consistent with its normal sales and trading practices to sell the Common Shares as directed by the Company, subject to certain terms and conditions set forth in the Common Distribution Agreement. Under the Common Distribution Agreement, the Company will pay the Common Sales Agent a commission not to exceed 2.0%of the gross sales price of Common Shares sold through it. The Common Distribution Agreement contains customary representations, warranties and agreements of the Company and customary conditions to completing future sale transactions, indemnification and contribution rights and obligations of the parties and termination provisions.

Common Shares sold under the Common Distribution Agreement, if any, will be issued pursuant to the Company’s registration statement on Form S-3 (No. 333-278433), and a related prospectus, dated April 1, 2024, as supplemented by the prospectus supplement, dated September 3, 2026, as the same may be amended or supplemented, under the Securities Act.

The foregoing description of the Common Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Common Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and incorporated herein by reference.

The opinion of Womble Bond Dickinson LLP relating to the legality of the Common Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Preferred Stock ATM Program

On September 3, 2026, the Company entered into an Equity Distribution Agreement (the “Preferred Distribution Agreement”) by and among the Company and Seaport Global Securities LLC (the “Preferred Sales Agent”). Under the terms of the Preferred Distribution Agreement, the Company may offer and sell up to 2,980,000 shares of its 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) and up to 2,192,143 shares of its 7.875% Series D Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock” and together with the Series C Preferred Stock, the “Preferred Stock”) (the “Preferred Shares”) from time to time through the Preferred Sales Agent. This Preferred Distribution Agreement replaces the prior equity distribution agreement among the Company and Jones Trading Institutional Services LLC (“Jones Trading”), dated October 4, 2021 (“Prior Preferred Distribution Agreement”).

Pursuant to the Preferred Distribution Agreement, the Preferred Shares may be offered and sold through the Preferred Sales Agent in transactions deemed to be “at-the-market” offerings as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on or through the NYSE or any other existing trading market for our Preferred Stock, or negotiated transactions, or as otherwise agreed with the Preferred Sales Agent, including in block transactions or any other method permitted by law. Under the Preferred Distribution Agreement, the Preferred Sales Agent will use commercially reasonable efforts consistent with its normal sales and trading practices to sell the Preferred Shares as directed by the Company, subject to certain terms and conditions set forth in the Preferred Distribution Agreement. Under the Preferred Distribution Agreement, the Company will pay the Preferred Sales Agent a commission not to exceed 2.0% of the gross sales price of Preferred Shares sold through it. The Preferred Distribution Agreement contains customary representations, warranties and agreements of the Company and customary conditions to completing future sale transactions, indemnification and contribution rights and obligations of the parties and termination provisions.

Preferred Shares sold under the Preferred Distribution Agreement, if any, will be issued pursuant to the Company’s registration statement on Form S-3 (No. 333-278433), and a related prospectus, dated April 1, 2024, as supplemented by the prospectus supplement, dated September 3, 2026, as the same may be amended or supplemented, under the Securities Act.

The foregoing summary of the Preferred Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Preferred Distribution Agreement, a copy of which is filed as Exhibit 1.2 to this Current Report on Form 8-K, and incorporated herein by reference.

The opinion of Womble Bond Dickinson LLP relating to the legality of the securities offered by the Preferred Distribution Agreement is filed as Exhibit 5.2 to this Current Report on Form 8-K.


This Current Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 1.02 Termination of a Material Definitive Agreement.

On August 31, 2026, the Company delivered a notice to Jones Trading that terminated the Prior Preferred Equity Distribution Agreement effective as of the close of business on September 1, 2026. Of the 2,200,000 Shares of the Company’s Series D Preferred Stock that the Company could have sold from time to time in at the market offerings under the Prior Preferred Equity Distribution Agreement, the Company sold 7,857 shares of Series D Preferred Stock prior to termination of the Prior Preferred Equity Distribution Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

1.1*

Equity Distribution Agreement, dated September 3, 2026, by and among the Company and Raymond James & Associates, Inc.

1.2*

 

Equity Distribution Agreement, dated September 3, 2026, by and among the Company and Seaport Global Securities LLC.

5.1

 

Opinion of Womble Bond Dickinson LLP regarding the legality of the Shares.

5.2

 

Opinion of Womble Bond Dickinson LLP regarding the legality of the Preferred Shares.

23.1

 

Consent of Womble Bond Dickinson LLP (included in Exhibit 5.1).

23.2

 

Consent of Womble Bond Dickinson LLP (included in Exhibit 5.2).

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.


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.

 

 

 

ACRES COMMERCIAL REALTY CORP.

 

 

 

 

Date:

September 3, 2026

By:

/s/ Jaclyn Jesberger

 

 

 

Jaclyn Jesberger
Senior Vice President, Chief Legal Officer and Secretary

 


Filing Exhibits & Attachments

5 documents

Keep reading