False000152937700015293772026-09-182026-09-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 18, 2026
ARES COMMERCIAL REAL ESTATE CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | |
| Maryland | | 001-35517 | | 45-3148087 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | | | | | | | |
| 245 Park Avenue, | 42nd Floor, | New York, | NY | 10167 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (212) 750-7300
(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 (see General Instruction A.2. below):
☐ 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, $0.01 par value per share | ACRE | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. o
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 18, 2026, a wholly-owned subsidiary of Ares Commercial Real Estate Corporation (the “Company”) completed the sale of a multi-building office property located in North Carolina to an unaffiliated buyer for a cash purchase price of $64 million. As previously disclosed, the Company acquired legal title to the property through a deed in lieu of foreclosure on September 19, 2024, and the property was classified as held for sale starting with the three months ended March 31, 2026.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information.
The Company’s unaudited pro forma consolidated balance sheet as of June 30, 2026 and unaudited pro forma consolidated statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 are filed herewith as Exhibit 99.1 to the Current Report on Form 8-K and are incorporated herein by reference.
(d) Exhibits.
| | | | | | | | |
Exhibit Number | | Description |
99.1 | | Unaudited pro forma consolidated balance sheet as of June 30, 2026 and unaudited pro forma consolidated statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025. |
104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
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.
| | | | | | | | | | | |
| | | ARES COMMERCIAL REAL ESTATE CORPORATION |
| | | |
| Date: | September 22, 2026 | | /s/ Jeffrey M. Gonzales |
| | Name: | Jeffrey M. Gonzales |
| | Title: | Chief Financial Officer and Treasurer |
ARES COMMERCIAL REAL ESTATE CORPORATION
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
On September 18, 2026, a wholly-owned subsidiary of Ares Commercial Real Estate Corporation (the “Company”) completed the sale of a multi-building office property located in North Carolina to an unaffiliated buyer for a cash purchase price of $64 million (the “Sale”). As previously disclosed, the Company acquired legal title to the property through a deed in lieu of foreclosure on September 19, 2024, and the property was classified as held for sale starting with the three months ended March 31, 2026.
The accompanying unaudited pro forma consolidated balance sheet as of June 30, 2026 has been prepared to give effect to the Sale as if it had occurred on June 30, 2026. The accompanying unaudited pro forma consolidated statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 have been prepared to give effect to the Sale as if it had occurred on January 1, 2025. The unaudited pro forma financial statements include certain pro forma adjustments which are described in the accompanying notes and are based upon information and assumptions available at the time of the filing of this report on Form 8-K. The pro forma adjustments are intended to illustrate the estimated effect of the Sale but should not be deemed to be representations regarding any gain or loss to be recognized in accordance with U.S. generally accepted accounting principles or representations regarding the anticipated use of proceeds received from the Sale. The Company’s consolidated historical columns have been derived from the Company’s audited financial statements for the year ended December 31, 2025 and from the unaudited interim financial statements as of and for the six months ended June 30, 2026.
The unaudited pro forma consolidated financial statements set forth below are not fact and there can be no assurance that the Company’s results would not have differed significantly from those set forth below if the Sale had occurred on January 1, 2025 or on June 30, 2026, as applicable. Accordingly, the unaudited pro forma consolidated financial statements are presented for illustrative purposes only and do not purport to represent, and are not necessarily indicative of, what the Company’s actual financial position and results of operations would have been had the Sale occurred on the date indicated, nor are they indicative of the Company’s future financial position or results of operations. Readers are cautioned not to place undue reliance on such information and the Company makes no representations regarding the information set forth below or the Company’s ultimate performance compared to it.
The unaudited pro forma consolidated financial statements and accompanying notes thereto set forth below should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The adjustments made to historical financial information give effect to events that are directly attributable to the Sale and are factually supportable. The unaudited pro forma consolidated financial statements are prepared in accordance with Article 11 of Regulation S-X.
ARES COMMERCIAL REAL ESTATE CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
As of June 30, 2026
(in thousands, except share and per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | Consolidated Historical | | Pro Forma Adjustments
Sale of North Carolina Office Property | | Consolidated
Pro Forma |
| ASSETS | | | | | | |
| Cash and cash equivalents | | $ | 17,558 | | | $ | 61,908 | | (A) | $ | 79,466 | |
| Restricted cash | | 41,017 | | | — | | | 41,017 | |
| Loans held for investment | | 1,748,835 | | | — | | | 1,748,835 | |
| Current expected credit loss reserve | | (137,810) | | | — | | | (137,810) | |
| Loans held for investment, net of current expected credit loss reserve | | 1,611,025 | | | — | | | 1,611,025 | |
| Real estate owned held for investment, net | | 76,238 | | | — | | | 76,238 | |
| Real estate owned held for sale | | 53,934 | | | (53,934) | | (B) | — | |
| Other assets | | 17,503 | | | (1,243) | | (C) | 16,260 | |
| Total assets | | $ | 1,817,275 | | | $ | 6,731 | | | $ | 1,824,006 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | |
| LIABILITIES | | | | | | |
| Secured funding agreements | | $ | 1,173,027 | | | $ | — | | | $ | 1,173,027 | |
| Secured term loan | | 89,722 | | | — | | | 89,722 | |
| Due to affiliate | | 4,199 | | | — | | | 4,199 | |
| Dividends payable | | 8,458 | | | — | | | 8,458 | |
| Other liabilities | | 52,644 | | | (1,902) | | (C) | 50,742 | |
| Total liabilities | | 1,328,050 | | | (1,902) | | | 1,326,148 | |
| STOCKHOLDERS' EQUITY | | | | | | |
| Common stock, par value $0.01 per share, 450,000,000 shares authorized and 55,481,113 shares issued and outstanding | | 532 | | | — | | | 532 | |
| Additional paid-in capital | | 822,606 | | | — | | | 822,606 | |
| Accumulated earnings (deficit) | | (333,913) | | | 8,633 | | | (325,280) | |
| Total stockholders' equity | | 489,225 | | | 8,633 | | | 497,858 | |
| Total liabilities and stockholders' equity | | $ | 1,817,275 | | | $ | 6,731 | | | $ | 1,824,006 | |
ARES COMMERCIAL REAL ESTATE CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2026
(in thousands, except share and per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | Consolidated Historical | | Pro Forma Adjustments
Sale of North Carolina Office Property | | Consolidated
Pro Forma |
| Revenue: | | | | | | |
| Interest income | | $ | 52,660 | | | $ | — | | | $ | 52,660 | |
| Interest expense | | (36,543) | | | — | | | (36,543) | |
| Net interest margin | | 16,117 | | | — | | | 16,117 | |
| Revenue from real estate owned | | 11,699 | | | (5,333) | | (D) | 6,366 | |
| Total revenue | | 27,816 | | | (5,333) | | | 22,483 | |
| Expenses: | | | | | | |
| Management and incentive fees to affiliate | | 4,794 | | | — | | | 4,794 | |
| Professional fees | | 1,519 | | | — | | | 1,519 | |
| General and administrative expenses | | 3,140 | | | — | | | 3,140 | |
| General and administrative expenses reimbursed to affiliate | | 1,639 | | | — | | | 1,639 | |
| Expenses from real estate owned | | 6,435 | | | (2,307) | | (D) | 4,128 | |
| Total expenses | | 17,527 | | | (2,307) | | | 15,220 | |
| (Provision for) reversal of current expected credit losses, net | | (12,003) | | | — | | | (12,003) | |
| Realized losses on loans | | (3,340) | | | — | | | (3,340) | |
| Income (loss) before income taxes | | (5,054) | | | (3,026) | | | (8,080) | |
| Income tax expense (benefit), including excise tax | | 169 | | | — | | | 169 | |
| Net income (loss) attributable to common stockholders | | $ | (5,223) | | | $ | (3,026) | | | $ | (8,249) | |
| Earnings (loss) per common share: | | | | | | |
| Basic earnings (loss) per common share | | $ | (0.09) | | | | | $ | (0.15) | |
| Diluted earnings (loss) per common share | | $ | (0.09) | | | | | $ | (0.15) | |
| Weighted average number of common shares outstanding: | | | | | | |
| Basic weighted average shares of common stock outstanding | | 55,344,923 | | | | | 55,344,923 | |
| Diluted weighted average shares of common stock outstanding | | 55,344,923 | | | | | 55,344,923 | |
ARES COMMERCIAL REAL ESTATE CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2025
(in thousands, except share and per share data)
| | | | | | | | | | | | | | | | | | | | |
| | Consolidated Historical | | Pro Forma Adjustments
Sale of North Carolina Office Property | | Consolidated
Pro Forma |
| | | | (unaudited) | | (unaudited) |
| Revenue: | | | | | | |
| Interest income | | $ | 97,590 | | | $ | — | | | $ | 97,590 | |
| Interest expense | | (65,159) | | | — | | | (65,159) | |
| Net interest margin | | 32,431 | | | — | | | 32,431 | |
| Revenue from real estate owned | | 22,402 | | | (9,377) | | (D) | 13,025 | |
| Total revenue | | 54,833 | | | (9,377) | | | 45,456 | |
| Expenses: | | | | | | |
| Management and incentive fees to affiliate | | 9,837 | | | — | | | 9,837 | |
| Professional fees | | 2,755 | | | — | | | 2,755 | |
| General and administrative expenses | | 7,042 | | | — | | | 7,042 | |
| General and administrative expenses reimbursed to affiliate | | 3,618 | | | — | | | 3,618 | |
| Expenses from real estate owned | | 18,157 | | | (9,475) | | (D) | 8,682 | |
| Total expenses | | 41,409 | | | (9,475) | | | 31,934 | |
| (Provision for) reversal of current expected credit losses, net | | 17,845 | | | — | | | 17,845 | |
| Realized losses on loans | | (34,643) | | | — | | | (34,643) | |
| Realized gain on sale of real estate owned | | 2,757 | | | — | | | 2,757 | |
| Income (loss) before income taxes | | (617) | | | 98 | | | (519) | |
| Income tax expense (benefit), including excise tax | | 285 | | | — | | | 285 | |
| Net income (loss) attributable to common stockholders | | $ | (902) | | | $ | 98 | | | $ | (804) | |
| Earnings (loss) per common share: | | | | | | |
| Basic earnings (loss) per common share | | $ | (0.02) | | | | | $ | (0.01) | |
| Diluted earnings (loss) per common share | | $ | (0.02) | | | | | $ | (0.01) | |
| Weighted average number of common shares outstanding: | | | | | | |
| Basic weighted average shares of common stock outstanding | | 54,886,025 | | | | | 54,886,025 | |
| Diluted weighted average shares of common stock outstanding | | 54,886,025 | | | | | 54,886,025 | |
ARES COMMERCIAL REAL ESTATE CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(A)Represents the estimated cash proceeds from the Sale, net of estimated transaction costs, closing prorations and adjustments typical of a real estate sale transaction, as if the Sale had occurred on June 30, 2026. The estimated cash proceeds are based on the preliminary closing statement and are subject to customary post-closing adjustments and true-up procedures. The transaction costs, closing prorations and adjustments have not been reflected in the unaudited pro forma consolidated statements of operations as they will not have an ongoing impact on the Company.
(B)Represents the carrying amount of the multi-building office property located in North Carolina as of June 30, 2026.
(C)Represents the net operating assets and liabilities held at the multi-building office property located in North Carolina as of June 30, 2026.
(D)Represents the historical revenues and expenses related to the operations of the multi-building office property located in North Carolina, as applicable. For the six months ended June 30, 2026, the adjustment does not include depreciation or amortization expense as none was incurred for the multi-building office property as it was classified as held for sale.
