ACRES Commercial (NYSE: ACR) investors approve merger share issue and 2026 equity incentive plan

Rhea-AI Filing Summary

ACRES Commercial Realty Corp. reported results of its 2026 annual stockholder meeting. Stockholders approved the 2026 Omnibus Equity Incentive Plan and authorized the issuance of approximately 7,487,219 shares of common stock under the merger agreement with ACRES Capital Corp., clearing a key condition for the planned merger structure.

Investors also elected nine directors to serve until the 2027 annual meeting, approved on an advisory basis the compensation of named executive officers, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. Because all principal proposals passed, an adjournment proposal was not needed.

Insights

Governance and M&A analyst

Shareholders backed all proposals, including merger share issuance and new equity plan.

Stockholders of ACRES Commercial Realty Corp. approved every management proposal, notably authorizing approximately 7,487,219 new common shares tied to the merger agreement with ACRES Capital Corp. This indicates formal stockholder support for the equity component required to complete the transaction structure.

The meeting also refreshed the full nine-member board, ratified PricewaterhouseCoopers LLP as auditor for the year ending December 31, 2026, and endorsed executive pay in an advisory vote. These outcomes suggest continuity in governance and compensation practices while the company pursues its merger strategy, though the filing does not quantify overall dilution or strategic benefits.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Merger share issuance approved: 7,487,219 shares Auditor ratification votes for: 4,767,097 shares Auditor ratification votes against: 63,599 shares +4 more

7 metrics

Merger share issuance approved 7,487,219 shares Common stock issuance authorized under April 29, 2026 Merger Agreement

Auditor ratification votes for 4,767,097 shares Votes in favor of ratifying PricewaterhouseCoopers LLP for 2026

Auditor ratification votes against 63,599 shares Votes against ratifying PricewaterhouseCoopers LLP for 2026

Say-on-pay votes for 3,338,236 shares Advisory approval of named executive officer compensation

Say-on-pay votes against 136,543 shares Advisory vote opposing named executive officer compensation

Equity plan approval votes for 3,406,106 shares Support for adoption of 2026 Omnibus Equity Incentive Plan

Merger share issuance votes for 4,605,657 shares Votes in favor of issuing 7,487,219 merger-related shares

Key Terms

2026 Omnibus Equity Incentive Plan, advisory vote, independent registered public accounting firm, Agreement and Plan of Merger, +1 more

5 terms

2026 Omnibus Equity Incentive Plan financial

"approved the Company’s 2026 Omnibus Equity Incentive Plan (the “Equity Incentive Plan”)."

advisory vote regulatory

"approved, in an advisory vote, the compensation of the Company’s named executive officers;"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm regulatory

"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Agreement and Plan of Merger financial

"pursuant to the Agreement and Plan of Merger, dated April 29, 2026, by and among the Company, ACRES Holdings Sub LLC"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

broker non-votes regulatory

"Shares For | | Shares Against | | Abstentions | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 04:18 PM Accepted by SEC EDGAR 06/25/2026 - 04:18 PM Learn about SEC filing dates

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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): June 22, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2026, the stockholders of ACRES Commercial Realty Corp. (the “Company”) approved the Company’s 2026 Omnibus Equity Incentive Plan (the “Equity Incentive Pan”).

The description of the terms and conditions of the Equity Incentive Plan, as set forth in the Company’s definitive proxy statement filed with the SEC on May 11, 2026, under the heading “Proposal 5: Approval of 2026 Equity Incentive Plan”, and is incorporated herein by reference. A copy of the Equity Incentive Plan is filed as Exhibit 10.1 hereto and is also incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 22, 2026, the Company held its 2026 Annual Meeting of Stockholders at which its stockholders: (i) elected nine directors: Messrs. Andrew Fentress, Mark S. Fogel, David J. Bryant, Gary Ickowicz, Steven J. Kessler, Murray S. Levin and P. Sherrill Neff and Mses. Karen Edwards and Dawanna Williams to serve until the next annual meeting of stockholders in 2027; (ii) approved, in an advisory vote, the compensation of the Company’s named executive officers; (iii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; (iv) approved issuance of approximately 7,487,219 shares of our common stock pursuant to the Agreement and Plan of Merger, dated April 29, 2026, by and among the Company, ACRES Holdings Sub LLC (“Merger Sub”), ACRES Capital Corp. (“ACC”) and ACRES Capital, LLC (the “Merger Agreement”), pursuant to which ACC will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”); and (v) approved the adoption of the Equity Incentive Plan.

The voting results were as follows:

Election of Directors		Shares For		Shares Against		Abstentions		Broker Non-Votes
Mr. Bryant		3,434,475		41,837		1,180,904		1,353,580
Ms. Edwards		3,430,163		46,083		1,180,970		1,353,580
Mr. Fentress		3,431,530		44,784		1,180,902		1,353,580
Mr. Fogel		3,432,497		43,746		1,180,973		1,353,580
Mr. Ickowicz		3,428,389		47,925		1,180,902		1,353,580
Mr. Kessler		3,429,397		46,905		1,180,914		1,353,580
Mr. Levin		3,346,977		129,337		1,180,902		1,353,580
Mr. Neff		3,427,900		48,902		1,180,414		1,353,580
Ms. Williams		3,398,320		77,947		1,180,949		1,353,580

A proposal to approve, in an advisory vote, the compensation of the Company’s named executive officers:

Shares For		Shares Against		Abstentions		Broker Non-Votes
3,338,236		136,543		1,182,437		1,353,580

A proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:

Shares For		Shares Against		Abstentions
4,767,097		63,599		1,180,100

A proposal to approve the issuance of approximately 7,487,219 shares of our common stock, subject to certain adjustments, pursuant to the Merger Agreement:

Shares For				Shares Against				Abstentions				Broker Non-Votes
	4,605,657				44,847				6,712				1,353,580

A proposal to approve, the adoption of the ACRES Commercial Realty Corp. 2026 Omnibus Equity Incentive Plan:

Shares For				Shares Against				Abstentions				Broker Non-Votes
	3,406,106				59,552				1,191,558				1,353,580

Because the stockholders approved the foregoing proposals at the Annual Meeting, the adjournment proposal was not submitted to the stockholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		ACRES Commercial Realty Corp. 2026 Omnibus Equity Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:	June 25, 2026	By:	/s/ Jaclyn Jesberger
			Jaclyn Jesberger Senior Vice President, Chief Legal Officer and Secretary

FAQ

What did ACRES Commercial Realty Corp. (ACR) shareholders approve at the 2026 annual meeting?

Shareholders approved all key items, including nine director elections, advisory approval of executive compensation, auditor ratification, issuance of about 7,487,219 merger-related shares, and adoption of the 2026 Omnibus Equity Incentive Plan.

How many ACRES (ACR) shares were approved for issuance under the merger agreement?

Stockholders approved the issuance of approximately 7,487,219 shares of common stock, subject to adjustments, in connection with the Agreement and Plan of Merger involving ACRES Holdings Sub LLC and ACRES Capital Corp.

Did ACRES Commercial Realty (ACR) shareholders approve the 2026 Omnibus Equity Incentive Plan?

Yes, shareholders approved the 2026 Omnibus Equity Incentive Plan. The plan’s detailed terms are described in the proxy under “Proposal 5: Approval of 2026 Equity Incentive Plan” and the full plan is filed as Exhibit 10.1 to this report.

Who was elected to the ACRES Commercial Realty (ACR) board at the 2026 meeting?

Shareholders elected nine directors: Andrew Fentress, Mark S. Fogel, David J. Bryant, Gary Ickowicz, Steven J. Kessler, Murray S. Levin, P. Sherrill Neff, Karen Edwards, and Dawanna Williams, each to serve until the next annual meeting in 2027.

Was ACRES Commercial Realty (ACR) executive compensation approved by shareholders?

Yes, the compensation of named executive officers received stockholder approval in an advisory vote. The proposal garnered more shares cast in favor than against, with additional abstentions and broker non-votes reported in the detailed voting results.

Which audit firm will serve ACRES Commercial Realty Corp. (ACR) for 2026?

Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026. The vote showed substantially more shares in favor than against, with a smaller number of abstentions recorded.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 209.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 45.3 KB