ACRES Commercial Realty Corp. 8-K Filing

This Form 8-K filing by ACRES Commercial Realty Corp. (the "Company") details a significant corporate action: an Agreement and Plan of Merger. The agreement, entered into on April 29, 2026, involves the Company, its subsidiary ACRES Holdings Sub LLC, ACRES Capital Corp ("ACC"), and ACC's subsidiary ACRES Capital, LLC (the "Manager"). The core of the agreement is a merger where ACC will merge with Merger Sub, resulting in Merger Sub surviving as a wholly-owned subsidiary of the Company. This transaction will lead to the Company acquiring the Manager, the termination of the existing management agreement, and the Company becoming internally managed (an "Internalization"). The merger is subject to customary closing conditions, including the approval of the Company's common stockholders for the issuance of new shares, expected to occur at the 2026 Annual Meeting in June. The anticipated closing date for the merger and internalization is early in the third quarter of 2026. In connection with the merger, the Company will issue approximately 7.487 million shares of its common stock to ACC shareholders. The filing also announces the appointment of key officers, including Andrew Fentress as Managing Director – Capital Markets and principal executive officer, and outlines employment terms for key personnel. Additionally, the Company has amended its charter to decrease the Stock Ownership Limit from 9.8% to 4.34%.