ACRES Commercial Realty (NYSE: ACR) manager affiliate holds 16.07% stake

Rhea-AI Filing Summary

ACRES Share Holdings, LLC and affiliated entities report a significant stake in ACRES Commercial Realty Corp. They beneficially own 1,171,112 shares of common stock, representing 16.07% of the outstanding shares, based on 7,285,680 shares reported in the company’s September 30, 2025 Form 10-Q.

The amendment details stock grants under the Manager Incentive Plan and Management Agreement, including 299,999 shares granted on May 6, 2022, multiple smaller issuances for incentive compensation, 295,237 restricted shares granted on May 7, 2024, and 204,765 restricted shares granted on March 5, 2026 when book value reached $30.01. Voting and dispositive power over these shares is exercised collectively by the board of ACRES Capital Corp., so individual directors are not deemed beneficial owners under the “rule of three.”

Insights

Corporate governance and ownership structure analyst

ACRES manager affiliates disclose a 16.07% equity stake built through incentive grants tied to book value performance.

The reporting group, led by ACRES Share Holdings, LLC, now beneficially owns 1,171,112 shares of ACRES Commercial Realty Corp. common stock, or 16.07% of the 7,285,680 shares outstanding. This sizable position reflects accumulated stock-based compensation under the Manager Incentive Plan and Management Agreement.

The amendment highlights performance-linked grants: up to 333,333 restricted shares can be awarded when book value per share reaches targets of $21.00, $24.00, $27.00, $30.00, $33.00 and $36.00. Shares were issued at the $21.00, $24.00, and $27.00 thresholds, and on March 5, 2026 204,765 restricted shares were granted after book value reached $30.01. This structure more closely ties the manager’s equity stake to reported book value outcomes.

Voting and dispositive power over the 1,171,112 shares rests with the board of ACRES Capital Corp., acting by majority of its five directors, including the Issuer’s Chairman and CEO/President. Under the described “rule of three,” no single director is treated as the beneficial owner of these securities, which keeps formal ownership concentrated at the manager affiliate level rather than with individuals.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

ACRES Commercial Realty Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

Jaclyn Jesberger
ACRES Commercial Realty Corp., 390 RXR Plaza
Uniondale, NY, 11556
(516) 535-0015

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

ACRES Share Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,171,112.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,171,112.00

11

Aggregate amount beneficially owned by each reporting person

1,171,112.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.07 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The calculation of the foregoing percentage is based on 7,285,680 shares of Common Stock outstanding, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 of ACRES Commercial Realty Corp. as filed with the Securities and Exchange Commission on November 6, 2025.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

ACRES Capital, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,171,112.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,171,112.00

11

Aggregate amount beneficially owned by each reporting person

1,171,112.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.07 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The calculation of the foregoing percentage is based on 7,285,680 shares of Common Stock outstanding, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 of ACRES Commercial Realty Corp. as filed with the Securities and Exchange Commission on November 6, 2025.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

ACRES Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,171,112.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,171,112.00

11

Aggregate amount beneficially owned by each reporting person

1,171,112.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.07 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The calculation of the foregoing percentage is based on 7,285,680 shares of Common Stock outstanding, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 of ACRES Commercial Realty Corp. as filed with the Securities and Exchange Commission on November 6, 2025.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

ACRES Capital Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,171,112.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,171,112.00

11

Aggregate amount beneficially owned by each reporting person

1,171,112.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.07 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The calculation of the foregoing percentage is based on 7,285,680 shares of Common Stock outstanding, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 of ACRES Commercial Realty Corp. as filed with the Securities and Exchange Commission on November 6, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: ACRES Commercial Realty Corp.
(c)	Address of Issuer's Principal Executive Offices: 390 RXR Plaza, Uniondale, NEW YORK , 11556.
Item 1 Comment: EXPLANATORY NOTE This Amendment No. 4 to the statement of beneficial ownership on Schedule 13D (this "Amendment") amends the Schedule 13D originally filed by the Reporting Persons with the United States Securities and Exchange Commission on May 11, 2022 and amended on February 14, 2024, May 8, 2024 and November 6, 2025 (the "Schedule 13D"), relating to the shares of common stock, par value $0.001 (the "Common Stock"), of ACRES Commercial Realty Corp., a Maryland corporation (the "Issuer"). Unless otherwise indicated, all capitalized terms used herein in this Amendment shall have the meaning ascribed to them in Schedule 13D, and unless amended hereby, all information previously filed remains in effect.
Item 4.	Purpose of Transaction
	On May 6, 2022, the Issuer granted 299,999 shares of common stock to ACRES Share Holdings, LLC an affiliate of the Manager under the ACRES Commercial Realty Corp. Manager Incentive Plan. On February 6, 2023, May 2, 2023, August 1, 2023, October 31, 2023 and February 9, 2024, the Issuer issued 17,780; 6,875; 14,226; 30,320 and 1,911 shares of common stock, respectively, to ACRES Share Holdings, LLC pursuant to the Management Agreement for incentive compensation. On May 7, 2024, the Issuer granted 295,237 shares of common stock to ACRES Share Holdings, LLC an affiliate of the Manager under the ACRES Commercial Realty Corp. Manager Incentive Plan. On March 5, 2026, the Issuer granted 204,765 shares of common stock to ACRES Share Holdings, LLC an affiliate of the Manager under the ACRES Commercial Realty Corp. Manager Incentive Plan. (a) The Issuer will grant up to 333,333 restricted shares under the equity compensation plans to the Reporting Persons when each of the following book value targets are met: $21.00, $24.00, $27.00, $30.00, $33.00 and $36.00. In the second quarter of 2021 and in May 2022, restricted shares were issued to the Reporting Persons when the Issuer reported a book value of $21.00 and $24.00, respectively. On May 7, 2024, 295,237 restricted shares were issued to the Reporting Persons when the Issuer reported a book value of $27.00. Additionally, on March 5, 2026, 204,765 restricted shares were issued to the Reporting Persons when the Issuer reported a book value of $30.01. (b) Not applicable (c) Not applicable (d) Not applicable (e) Not applicable (f) Not applicable (g) Not applicable (h) Not applicable (i) Not applicable (j) Not applicable
Item 5.	Interest in Securities of the Issuer
(a)	(a) - (b) As of the date hereof, ACRES Share Holdings, LLC directly holds 1,171,112 shares of common stock. ACRES Share Holdings, LLC is a subsidiary of the Manager. Voting and dispositive power over shares held by the Manager are exercised by the board of directors of ACRES Capital Corp. Each of the five directors of ACRES Capital Corp., which include Messrs. Fentress and Fogel, Chairman and CEO/President, respectively, of the Issuer, has one vote, and the approval of a majority is required to approve an action. Under the so-called "rule of three" if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and voting or dispositive decisions require the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. The aggregate number and percentage of the shares of common stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. The percentage of shares of common stock beneficially owned by each Reporting Person set forth on the cover pages of this Schedule 13D is calculated based on 7,285,680 shares of common stock outstanding, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 of ACRES Commercial Realty Corp., Inc. as filed with the Securities and Exchange Commission on November 6, 2025. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than ACRES Share Holdings, LLC which directly holds the shares of common stock reported on this Schedule 13D) is the beneficial owner of the common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
(c)	Not applicable
(d)	Not applicable
(e)	Not applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ACRES Share Holdings, LLC

Signature:	/s/ Jaclyn Jesberger
Name/Title:	Vice President
Date:	03/06/2026

ACRES Capital, LLC

Signature:	/s/ Jaclyn Jesberger
Name/Title:	Chief Legal Officer
Date:	03/06/2026

ACRES Holdings, LLC

Signature:	/s/ Jaclyn Jesberger
Name/Title:	General Counsel
Date:	03/06/2026

ACRES Capital Corp.

Signature:	/s/ Jaclyn Jesberger
Name/Title:	Secretary
Date:	03/06/2026

FAQ

What does this Schedule 13D/A amendment report for ACRES Commercial Realty Corp. (ACR)?

The amendment reports updated beneficial ownership of ACRES Commercial Realty Corp. common stock by ACRES Share Holdings, LLC and related entities. It details incentive-related stock grants, current share totals, and the percentage of the company’s outstanding common stock now held by these manager-affiliated reporting persons.

How many ACRES Commercial Realty (ACR) shares do the reporting persons own and what percentage of the company is this?

ACRES Share Holdings, LLC directly holds 1,171,112 shares of ACRES Commercial Realty common stock. Based on 7,285,680 shares outstanding as reported in the September 30, 2025 Form 10-Q, this position represents 16.07% of the company’s outstanding common stock, indicating a significant ownership stake.

What new stock grants to ACRES Share Holdings, LLC are disclosed in this ACRES Commercial Realty (ACR) filing?

The filing discloses several grants, including 299,999 shares on May 6, 2022 and 295,237 shares on May 7, 2024 under the Manager Incentive Plan. It also notes 204,765 restricted shares granted on March 5, 2026, issued when the company reported a book value per share of $30.01.

How is the ACRES Commercial Realty (ACR) manager’s equity compensation tied to book value targets?

The manager’s affiliates can receive up to 333,333 restricted shares when book value per share reaches specific thresholds of $21.00, $24.00, $27.00, $30.00, $33.00, and $36.00. Shares were issued at the $21.00, $24.00, and $27.00 levels, and again when book value reached $30.01.

Who controls voting and disposition of the ACRES Commercial Realty (ACR) shares held by ACRES Share Holdings, LLC?

Voting and dispositive power over the 1,171,112 shares held by ACRES Share Holdings, LLC is exercised by the board of ACRES Capital Corp. Each of the five directors has one vote, and actions require majority approval, so no individual director is deemed a beneficial owner under the described “rule of three.”

Why is this ACRES Commercial Realty (ACR) Schedule 13D/A labeled Amendment No. 4?

This filing amends an original beneficial ownership statement first filed on May 11, 2022 and subsequently amended on February 14, 2024, May 8, 2024, and November 6, 2025. Amendment No. 4 updates ownership details and incentive-related grants as of the March 5, 2026 event date.