ACRES Commercial Realty (ACR) 10% owner granted 204,765 restricted shares

Rhea-AI Filing Summary

ACRES Share Holdings, LLC reported acquisition or exercise transactions in this Form 4 filing.

ACRES Commercial Realty Corp. reported that an affiliated 10% owner entity received a grant of 204,765 shares of restricted common stock with a stated price of $0.00 per share. After this award, the reporting holder owns 1,171,112 shares of common stock directly.

The restricted shares were granted under the ACRES Commercial Realty Corp. Manager Incentive Plan as compensation for serving as the company’s external manager. The award will vest over four years, with 25% vesting each year beginning on March 5, 2027, and requires no additional cash consideration.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ACRES Share Holdings, LLC

(Last) (First) (Middle)

390 RXR PLAZA

(Street)

UNIONDALE NY 11556

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ACRES Commercial Realty Corp. [ ACR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/05/2026		A		204,765	A	$0(1)	1,171,112	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

ACRES Share Holdings, LLC

(Last) (First) (Middle)

390 RXR PLAZA

(Street)

UNIONDALE NY 11556

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ACRES Capital, LLC

(Last) (First) (Middle)

390 RXR PLAZA

(Street)

UNIONDALE NY 11556

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ACRES Capital Corp.

(Last) (First) (Middle)

390 RXR PLAZA

(Street)

UNIONDALE NY 11556

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reporting person has been granted 204,765 shares of restricted common stock under the ACRES Commercial Realty Corp. Manager Incentive Plan. These shares will vest over four years, with 25% vesting per year beginning on March 5, 2027, and are receivable on account of the reporting person's service as the external manager of the Company and without additional consideration.

	ACRES Share Holdings, LLC, By: /s/ Jaclyn Jesberger, Vice President	03/06/2026
	ACRES Capital, LLC, By: /s/ Jaclyn Jesberger, Chief Legal Officer	03/06/2026
	ACRES Capital Corp, By: /s/ Jaclyn Jesberger, Secretary	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ACRES Commercial Realty Corp. (ACR) report on this Form 4?

ACRES Commercial Realty Corp. reported that a 10% owner entity received a grant of 204,765 shares of restricted common stock. The award is equity compensation for serving as the company’s external manager and does not involve any cash purchase price or sale proceeds.

How many ACRES Commercial Realty (ACR) shares does the reporting holder own after this grant?

After the grant, the reporting holder directly owns 1,171,112 shares of ACRES Commercial Realty common stock. This total includes the newly awarded 204,765 restricted shares, which are subject to a multi-year vesting schedule under the company’s Manager Incentive Plan.

What are the vesting terms of the 204,765 restricted ACRES Commercial Realty (ACR) shares?

The 204,765 restricted shares vest over four years, with 25% vesting each year beginning on March 5, 2027. This means the award becomes fully vested over time, aligning the external manager’s compensation with longer-term service to the company.

Was cash paid for the 204,765 restricted ACRES Commercial Realty (ACR) shares?

No cash was paid for the 204,765 restricted shares. The footnote explains the award is receivable for the reporting person’s service as the company’s external manager under the Manager Incentive Plan and is granted without additional consideration.

Who received the restricted stock grant reported by ACRES Commercial Realty (ACR)?

The grant was received by a reporting person that is a 10% owner of ACRES Commercial Realty Corp. The entity was awarded 204,765 restricted common shares as compensation for its role as the company’s external manager, subject to four-year vesting terms.