[8-K] Ares Commercial Real Estate Corporation Reports Material Event

Rhea-AI Filing Summary

On July 3, 2025, Chief Product Officer Patrick James Buehler filed a Form 4 disclosing the sale of 1,600 shares of First Solar, Inc. (FSLR) common stock at a price of $180 per share, for an estimated transaction value of roughly $288,000. The trade was executed under a Rule 10b5-1 pre-arranged trading plan adopted on March 5, 2025, indicating it was scheduled in advance and not based on contemporaneous, non-public information. Following the sale, Buehler’s direct ownership stands at 4,398 shares.

No derivative transactions were reported, and no additional acquisitions or dispositions were disclosed. The filing involves a single executive and represents a modest reduction in personal holdings, amounting to a small fraction of total insider ownership and an immaterial percentage of First Solar’s public float.

Positive

• None.

Negative

• Chief Product Officer sold 1,600 shares (~$288k), reducing direct holdings to 4,398 shares; while modest, insider selling can be perceived cautiously by some investors.

Insights

Financial Analyst

TL;DR: Minor insider sale (1,600 shares) by CPO under 10b5-1 plan; neutral impact on FSLR investment thesis.

Although insider sales can occasionally signal management sentiment, this transaction is small—under $0.3 million—and pre-scheduled via a 10b5-1 plan, limiting its informational value. The executive retains 4,398 shares, suggesting continued alignment with shareholder interests. Overall liquidity and strategic outlook for First Solar remain unchanged; the event is not materially impactful to valuation or governance considerations.

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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): June 30, 2025

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 1.01 Entry into a Material Definitive Agreement.

On June 30, 2025, ACRC Lender MS LLC and ACRC Lender MS II LLC, each a subsidiary of Ares Commercial Real Estate Corporation (the “Company”), and the Company entered into an amendment to the Master Repurchase Agreement (the “Morgan Stanley Facility”) with Morgan Stanley Bank, N.A. The purpose of the amendment is to, among other things, extend the initial maturity date of the Morgan Stanley Facility to July 16, 2026 with one 12-month extension, which may be exercised at ACRC Lender MS LLC's and ACRC Lender MS II LLC’s option with the consent of Morgan Stanley Bank, N.A., subject to the satisfaction of certain conditions and the payment of an extension fee. The amendment also reduced the facility commitment from $250 million to $150 million and includes an accordion provision such that the facility commitment may be increased by an additional $100 million to up to $250 million, subject to the satisfaction of certain conditions, including payment of an upsize fee.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number						Description
10.1						Sixth Amendment to Master Repurchase and Securities Contract and Third Amendment to Fee Letter, dated as of June 30, 2025, by and among Morgan Stanley Bank, N.A., a national banking association, as buyer, ACRC Lender MS LLC and ACRC Lender MS II LLC, as sellers, and Ares Commercial Real Estate Corporation, as guarantor
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

2

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:			July 7, 2025						/s/ Jeffrey M. Gonzales
						Name:			Jeffrey M. Gonzales
						Title:			Chief Financial Officer and Treasurer

    

3

FAQ

How many FSLR shares did the CPO sell on July 3, 2025?

He sold 1,600 common shares at $180 each.

What is the value of the shares sold by First Solar's CPO?

The estimated transaction value is about $288,000.

Does the Form 4 sale follow a 10b5-1 trading plan?

Yes. The sale was executed under a Rule 10b5-1 plan adopted on March 5, 2025.

How many FSLR shares does the executive own after the sale?

Post-transaction, he directly owns 4,398 shares.

Is the insider transaction considered material to investors?

Given the small size and pre-arranged nature, it is generally viewed as immaterial to First Solar’s fundamentals.