Every 8-K that ACRES Commercial Realty Corp. (ACR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ACR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ACR filings page.
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.
ACRES Commercial Realty Corp. (ACR) filed an amended Form 8-K to provide detailed unaudited pro forma financial information for its previously closed internalization merger with ACRES Capital Corp. and its manager. On August 6, 2026, each share of ACC common stock was converted into 2.61882 shares of ACR common stock, and ACR issued about 7.48 million new common shares as consideration. The preliminary estimated purchase price is $68.9 million, based on ACR’s closing share price of $14.60, and reflects settlement of preexisting relationships and the purchase of non-controlling interests.
The acquisition is accounted for under the acquisition method with ACR as the accounting acquirer. Preliminary purchase accounting results in recognition of $169.5 million of goodwill and combined pro forma total assets of about $4.55 billion as of June 30, 2026. On a pro forma basis, the combined company reports a net loss allocable to common shares of $36.9 million and basic and diluted loss per share of $2.76 for the six months ended June 30, 2026, largely influenced by significant one-time merger and internalization-related costs of about $39.5 million. Following the transaction, ACR is no longer externally managed, and historical management and incentive fee arrangements with the former manager are eliminated in the pro forma results.
ACRES Commercial Realty Corp. entered into a Securities Purchase Agreement with institutional investors for a registered direct offering of its preferred stock. The company issued and sold 2,220,000 shares of its 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock at an offering price of $23.75 per share. The offering closed and the shares settled on August 12, 2026.
The transaction generated approximately $52,750,000 in aggregate gross proceeds to the company, before the placement agent’s fees and related expenses. The shares were issued under an effective Form S-3 shelf registration and an August 10, 2026 prospectus supplement. ACRES also entered into a placement agency agreement with Seaport Global Securities LLC as placement agent, with customary representations, warranties, and indemnification provisions.
ACRES Commercial Realty Corp. completed the previously announced merger with ACRES Capital Corp, acquiring its external manager and becoming internally managed. Each ACC share converted into 2.61882 ACR common shares, resulting in 7,478,462 new shares issued and 13,452,489 ACR shares outstanding at the Merger Effective Time. The existing management agreement was terminated for no additional consideration, and new three‑year employment agreements were put in place for key executives with base salaries of $600,000 or $300,000, bonus targets of at least 50% of salary, and change‑in‑control‑enhanced severance.
Concurrently, the company amended its loan and servicing agreement to provide a term loan Facility of $185,000,000, all funded, bearing fixed interest of 8.749% and maturing on July 25, 2033, with four scheduled principal payments of $46,250,000 each from 2030 through maturity. It also privately placed $200 million of 8.625% Senior Secured Notes due July 31, 2031, rated investment grade by Kroll and secured by subsidiary equity and other CRE assets. The company intends to use part of the Notes proceeds to repay its $150 million 5.75% Senior Unsecured Notes at their August 2026 maturity, with the balance for general corporate purposes. The Notes and related covenants require minimum liquidity of $20,000,000, net debt‑to‑equity not exceeding 5.0x, a collateral coverage ratio of at least 200%, and provide a 1.00% interest step‑up upon loss of an investment‑grade rating and a 101% change‑of‑control repurchase right.
ACRES Commercial Realty Corp. expects to complete its previously disclosed merger with ACRES Capital Corp. and the related internalization of management on August 6, 2026. ACRES Capital will merge into a wholly owned subsidiary, the company will acquire its external manager ACRES Capital LLC, terminate the existing management agreement for no additional consideration, and become internally managed. Each outstanding ACC common share will be converted into 2.61882 shares of ACRES Commercial Realty common stock, and the company expects to issue 7,478,994 shares as merger consideration. The company will also assume an ACC credit facility with capacity of $250 million, of which approximately $185.0 million is expected to be outstanding at closing.
On the same expected closing date, the company plans a private placement of $200 million of 8.625% Senior Secured Notes due July 31, 2031. A portion of the proceeds will be used to repay in full $150 million of 5.75% Senior Unsecured Notes maturing in August 2026, with the balance for general corporate purposes. The notes will be secured by first-lien pledges over certain subsidiary equity, residual interests in securitized vehicles and other CRE assets, and guaranteed by specified subsidiaries, and include covenants such as minimum liquidity of $20 million, net debt-to-equity and EBITDA-to-interest tests, and a collateral coverage ratio of at least 200%. Audited financials for ACRES Capital Corp. show 2025 net income attributable to common shares of $8.0 million after a 2024 net loss of $6.7 million, on total assets of $2.17 billion including $2.02 billion of investments held in a consolidated fund.
ACRES Commercial Realty Corp. reported a GAAP net loss allocable to common shares of $12.5 million, or $(1.87) per diluted share, for the quarter ended June 30, 2026. Earnings Available for Distribution (EAD) allocable to common shares was a loss of $4.9 million, or $(0.74) per diluted share, reflecting merger and internalization costs of $5.1 million and $4.9 million of accelerated equity compensation.
The commercial real estate loan portfolio totaled about $2.1 billion at par, with 81% concentrated in multifamily, a weighted-average loan-to-value of 77%, and 94% of loans current on payments. Nearly all loans are floating-rate indexed to one‑month SOFR, with a weighted-average spread of 3.28%. Total liquidity was $82.7 million, total borrowings were $1.8 billion, and the leverage ratio was 3.2x. The CECL reserve stood at $21.1 million, or 0.99% of loan par.
ACRES is progressing on its previously announced plan to acquire its external manager, ACRES Capital LLC, and internalize management. A special independent board committee unanimously approved the transaction, and 99% of votes cast on the share‑issuance proposal supported it. The deal, expected to close in the third quarter of 2026 subject to customary conditions, is designed to eliminate management and incentive fees, add third‑party fee income and, according to company targets, support post‑transaction EAD yields of 8%–15%.
ACRES Commercial Realty Corp., through its indirect wholly owned subsidiary RCC Real Estate SPE 8, LLC, updated the terms of its Master Repurchase Agreement with JPMorgan Chase Bank, National Association via Amendment No. 5. The amendment extends the agreement’s maturity date from July 21, 2026 to July 21, 2028.
The revised definition of “Maturity Date” allows, at JPMorgan’s discretion and subject to specific Maturity Date Extension Conditions, up to two additional extension periods of up to 364 days each, but never beyond a final maturity of July 21, 2030. As a condition to effectiveness, the Seller must pay an extension fee of $625,000.00 and provide, where applicable, updated Beneficial Ownership Certifications. ACRES continues as Guarantor under the existing Guarantee Agreement, and all prior security interests and liens remain in place.
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.
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. 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 a GAAP net loss allocable to common shares of $3.0 million, or $(0.43) per diluted share, for the fourth quarter of 2025. The company also reported an Earnings Available for Distribution loss of $(0.48) per diluted share, reflecting non-cash items and real estate adjustments.
Despite the loss, ACRES grew its commercial real estate loan portfolio, adding $571 million of new originations in the quarter and generating $443 million of net CRE loan fundings. The portfolio reached about $1.8 billion at par, with 96.8% of loans current on payments and 82% concentrated in multifamily properties.
Book value per common share rose to $30.01 as of December 31, 2025, up from $29.63 in the prior quarter. Total liquidity stood at $107 million, total borrowings were about $1.5 billion, and the leverage ratio was 2.8x. Management highlighted a recently closed $1 billion CRE CLO, strong asset management progress, and the ability to retain earnings and capital gains through tax assets to support future book value growth.
ACRES Commercial Realty Corp. (ACR) filed an 8-K announcing it has furnished a press release and an earnings presentation covering operating results for the quarter ended September 30, 2025. The materials were released on October 29, 2025.
The press release is provided as Exhibit 99.1 and the earnings presentation as Exhibit 99.2. The disclosures were made under Items 2.02 and 7.01 and are designated as “furnished,” not “filed.”
ACRES Commercial Realty Corp. entered into several guaranty and indemnity agreements tied to a joint venture construction project. The company and certain individuals agreed to guarantee a $62 million construction loan and a related bridge loan made to a borrower held in a joint venture in which ACRES has a 90% membership interest.
Under these arrangements, the guarantors back the borrower’s completion of the project, payment of debt and interest, certain recourse “bad boy” obligations, and carry costs under the main loan documents. ACRES also signed an environmental indemnity, providing environmental representations, covenants and indemnification to the lenders, and separately guaranteed repayment and completion obligations under a bridge loan agreement with Hoyne Savings Bank.