ACR to acquire external manager ACRES Capital Corp., become internally managed REIT
ACRES Commercial Realty Corp.
All-stock merger: ACC shareholders receive 2.61882 ACR shares per ACC share; ~7.5M new ACR shares issued at fully diluted book value.
AUM expands from $2.2B to $4.7B; management to own >45% of common equity post-close, aligning interests.
Closing expected Q3 2026, subject to ACR stockholder approval of share issuance and NYSE listing.
Andrew Fentress appointed Managing Director – Capital Markets (principal executive officer); Martin Reasoner and Kyle Brengel as Managing Director and COO, effective at closing.
Charter amended to reduce stock ownership limit from 9.8% to 4.34% effective April 29, 2026.
ACRES Commercial Realty Corp.: Decreased stock ownership limit from 9.8% to 4.34% (effective 2026-04-29).
Change
charter amendment
Effective
2026-04-29
Exact text from the filing
the Board of Directors of the Company approved, pursuant to Section 6.2.8 of the Company’s charter (the “Charter”), a decrease in the Stock Ownership Limit, as such term is defined therein, from 9.8% to 4.34% in value or in number of shares, whichever is more restrictive, of any class or series of shares of Capital Stock, as such term is defined therein, of the Company. On April 28, 2026, the Company filed an amendment to the Charter (the “Amendment”) reflecting the change in the Stock Ownership Limit with the State Department of Assessments and Taxation of Maryland, effective at 5:00 p.m. on April 29, 2026.
Material AgreementsSEC 8-K Item 1.01/1.02confidence 0.9
ACRES Commercial Realty Corp. entered into Agreement and Plan of Merger with ACRES Capital Corp and ACRES Capital, LLC (effective 2026-04-29).
Action
entry
Agreement
merger
Counterparty
ACRES Capital Corp and ACRES Capital, LLC
Effective
2026-04-29
Exact text from the filing
On April 29, 2026, ACRES Commercial Realty Corp. (the “ Company ”) and ACRES Holdings Sub LLC (“ Merger Sub ”), a subsidiary of the Company, on the one hand, and ACRES Capital Corp (“ ACC ”) and ACRES Capital, LLC, a subsidiary of ACC and the external manager of the Company (the “ Manager ”), on the other hand, entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), pursuant to which ACC will be merged with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of the Company (the “ Merger ”).
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