ACR 8-K/A

ACRES Commercial Realty Corp. (ACR)

8-K/A 2026-08-24 For: 2026-08-06

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Added on August 24, 2026

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Maryland	1-32733	20-2287134
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

390 RXR Plaza
Uniondale, New York		11556
(Address of Principal Executive Offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	ACR	New York Stock Exchange
8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock	ACRPrC	New York Stock Exchange
7.875% Series D Cumulative Redeemable Preferred Stock	ACRPrD	New York Stock Exchange


Exhibit No.		Description
99.4		Unaudited pro forma condensed combined financial information of the ACRES Commercial Realty Corp. as of June 30, 2026 and for the six months ended June 30, 2026 and for the year ended December 31, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


			ACRES COMMERCIAL REALTY CORP.

Date:	August 24, 2026	By:	/s/ Jaclyn Jesberger
			Jaclyn Jesberger Senior Vice President, Chief Legal Officer and Secretary


	ACR Historical			ACC Historical				Transaction Accounting Adjustments			Notes	Pro Forma Combined
ASSETS
Cash and cash equivalents and restricted cash	$	41,947		$	2,670			$	—			$	44,617
Accrued interest receivable		33,636			—				—				33,636
CRE loans, net of allowance		2,107,765			—				—				2,107,765
Investments in real estate and properties held for sale		149,874			—				—				149,874
Loan receivable - due from Manager		10,250			—				(10,250	)	4(a)		—
Investments in unconsolidated entities		30,253			—				—				30,253
Investments in equity affiliates, at fair value - related party		—			20,834		—		(20,834	)	4(b)		—
Right of use assets		19,298			5,471				—				24,769
Intangible assets		5,778			—				—				5,778
Goodwill		—			35,000				134,496		4(c)		169,496
Due from related parties, accounts receivable and other assets		7,877			3,774				(3,084	)	4(d)		8,567
Assets of Consolidated Fund:
Investments, at fair value		—			2,025,830				(136,140	)	4(e)		1,889,690
Cash and cash equivalents and restricted cash		—			64,578				—				64,578
Accrued interest, servicing receivables and other assets		—			16,090				—				16,090
Total Assets	$	2,406,678		$	2,174,247			$	(35,812	)		$	4,545,113

LIABILITIES
Accounts payable, distribution payable and other liabilities	$	19,937		$	5,792			$	28,651		4(f)	$	54,380
Accrued interest payable		6,911			—				—				6,911
Borrowings		1,783,346			147,246				37,755		4(g)		1,968,347
Borrowings - related party		—			10,250				(10,250	)	4(a)		—
Lease liabilities		46,253			6,177				—				52,430
Derivative liability		—			24,035				(24,035	)	4(h)		—
Liabilities of Consolidated Fund:
Borrowings		—			1,268,253				—				1,268,253
Accrued interest, accounts payable and other liabilities		—			26,401				—				26,401
Total liabilities		1,856,447			1,488,154				32,121				3,376,722
REDEEMABLE INTEREST IN CONSOLIDATED COMPANY ENTITIES		—			36,280				(36,280	)	4(i)		-

STOCKHOLDERS’ EQUITY
Preferred and common stock		17			—				6		4(j)		23
Additional paid-in capital		1,147,836			17,770				74,312		4(j)		1,239,918
Accumulated other comprehensive loss		(965	)		—				—				(965	)
Distributions in excess of earnings		(733,570	)		(69,625	)			30,169		4(j)		(773,026	)
Total stockholders’ equity		413,318			(51,855	)			104,487				465,950
Non-controlling interests		136,913			701,668				(136,140	)	4(e)		702,441
Total equity		550,231			649,813				(31,653	)			1,168,391
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,406,678		$	2,174,247			$	(35,812	)		$	4,545,113

ACR 8-K/A

FORM 8-K/A

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Outstanding shares of ACC Common Stock (1)		2,855,661
Exchange ratio		2.61882
Shares of ACR Common Stock issued		7,478,462
Closing price of ACR Common Stock on August 6, 2026	$	14.60
Estimated fair value of ACR Common Stock to be issued to the former holders of ACC Common Stock		109,186
Settlement of preexisting relationships		8,578
Purchase of non-controlling interest		(18,079	)
Purchase of ACR’s shares held by ACC prior to the close of transaction (1,171,112 shares at $14.60)		(17,098	)
Less estimated fair value of ACC stock options attributable to post-combination costs		(13,720	)
Total estimated preliminary purchase price	$	68,867


Preliminary Purchase Price Allocation As of June 30, 2026:
	Amount
Total estimated preliminary purchase price	$	68,867
Assets:
Cash and cash equivalents and restricted cash	$	2,670
Right of use assets		5,471
Accounts receivable		716
Assets of the Consolidated fund:
Investments, at fair value		1,889,690
Cash and cash equivalents and restricted cash		64,578
Accrued interest, servicing receivables and other assets		16,090
Total assets acquired	$	1,979,215

Liabilities:
Borrowings	$	185,000
Lease intangible liabilities		6,177
Accounts payable, distribution payable and other liabilities		10,405
Liabilities of the Consolidated fund:
Borrowings		1,268,253
Accrued interest, accounts payable and other liabilities		26,401
Total liabilities assumed	$	1,496,236

Equity:
Non-controlling interest		583,608
Total liabilities and equity assumed	$	2,079,844

Estimated preliminary fair value of net liabilities acquired	$	(100,629	)
Goodwill	$	169,496


Pro forma adjustment to goodwill	$	134,496
ACC historical goodwill		35,000
Estimated Goodwill per the Preliminary Purchase Price Allocation	$	169,496


Settlement of outstanding ACC receivables from ACR	$	(1,698	)
Settlement of ACR accrued interest receivable for the related party promissory note		(26	)
Fair value adjustment to ACC other assets		(1,360	)
	$	(3,084	)


Increase in Borrowings credit facility	$	55,000
Payments of existing obligation and redeemable interest (see Note 4(g) and (i))		(59,613	)
Balance to be paid	$	(4,613	)

Estimated payment for settlement of ACC existing obligations	$	4,613
Estimated payroll taxes associated with post-combination compensation expense		23,808
Estimated Internalization Merger costs		1,928
Settlement of management fees and reimbursable expenses payable to ACC		(1,698	)
	$	28,651


Increase in Borrowings credit facility	$	55,000
Payment of existing obligation		(23,333	)
Net increase in Borrowings		31,667
Fair value adjustment of ACC’s deferred debt issuance costs		6,088
	$	37,755


	Preferred and common stock, at par value of $0.001			Additional paid-in capital			Distributions in excess of earnings
Issuance of estimated 7.5 million shares of ACR Common Stock	$	7		$	109,179		$	—
Retirement of 1.2 million shares of ACR Common Stock, held by ACC		(1	)		(17,097	)		—
Estimated Internalization Merger transaction costs and post-combination expense		—			—			(39,456	)
Elimination of ACC's historical equity balances		—			(17,770	)		69,625
	$	6		$	74,312		$	30,169


	For the Six Months Ended			For the Year Ended
Numerator	June 30, 2026			December 31, 2025
Pro forma net loss available to shares of ACR Common Stock	$	(36,901	)	$	(36,425	)
Denominator
ACR historical weighted average common shares outstanding		6,626,763			7,129,163
Shares of ACR Common Stock expected to be issued to ACC shareholders		7,478,462			7,478,462
Retirement of weighted average of the vested shares issued to ACC through the periods presented (1)		(733,075	)		(585,054	)
Pro forma weighted average common shares - basic		13,372,150			14,022,571
Pro forma effect of dilutive unvested restricted stock		-			-
Pro forma weighted average common shares - diluted (2)		13,372,150			14,022,571
Net loss per common share - basic	$	(2.76	)	$	(2.60	)
Net loss per common share - dilutive	$	(2.76	)	$	(2.60	)


	ACR Historical			ACC Historical			Transaction Accounting Adjustments			Notes	Pro Forma Combined
REVENUES
Interest income	$	72,760		$	—		$	—			$	72,760
Interest expense		52,995			—			—				52,995
Net interest income		19,765			—			—				19,765
Real estate income		18,977			—			—				18,977
Management and servicing fees, net		—			3,518			(3,123	)	5(a)		395
Origination fees		—			918			-				918
Incentive fees - related party		—			6,732			(6,732	)	5(b)		—
Reimbursable compensation, benefits and other- related party		—			2,632			(2,632	)	5(a)		—
Application fees, other reimbursable expenses and other income		62			1,237			—				1,299
Total revenues		38,804			15,037			(12,487	)			41,354

OPERATING EXPENSES
General and administrative		5,758			5,700			(2,632	)	5(c)		8,826
Compensation and benefits		—			7,875			—				7,875
Real estate expenses		20,233			—			—				20,233
Management fee - related party		3,125			—			(3,125	)	5(d)		—
Equity compensation expense - related party		5,433			7,241			(5,247	)	5(e)		7,427
Merger and internalization costs		5,111			—			—				5,111
Interest expense		—			6,094			2,385		5(f)		8,479
Reversal of credit losses, net		716			—			—				716
Other operating expenses		37			323			—				360
Other reimbursable expenses - related party		—			550			—				550
Expenses of the Consolidated Fund		—			1,804			—				1,804
Total operating expenses		40,413			29,587			(8,619	)			61,381
		(1,609	)		(14,550	)		(3,868	)			(20,027	)
OTHER INCOME (EXPENSE)
Equity in earnings (losses) of unconsolidated entities		675			(1,613	)		1,613		5(h)		675
Net realized and unrealized loss on derivatives		—			(14,795	)		—				(14,795	)
Gain on sales of investments in real estate, net		3,336			—			—				3,336
Net realized and unrealized gains on investments of Consolidated Fund		—			15,455			(7,676	)	5(i)		7,779
Interest income of Consolidated Fund		—			60,088			—				60,088
Interest expense of Consolidated Fund		—			(44,323	)		—				(44,323	)
Other income (expense)		105			(156	)		—				(51	)
Total other income		4,116			14,656			(6,063	)			12,709

Income (loss) before taxes		2,507			106			(9,931	)			(7,318	)
Income tax expense		(1	)		—			—				(1	)


	ACR Historical				ACC Historical			Transaction Accounting Adjustments			Notes	Pro Forma Combined
REVENUES
Interest income	$	119,149			$	—		$	—			$	119,149
Interest expense		85,942				—			—				85,942
Net interest income		33,207				—			—				33,207
Real estate income		46,606				—			—				46,606
Management and servicing fees, net		—				7,046			(6,412	)	5(a)		634
Origination fees		—				9,941			—				9,941
Incentive fees - related party		—				2,531			(2,531	)	5(b)		—
Reimbursable compensation, benefits and other-related party		—				5,055			(5,055	)	5(a)		—
Application fees, other reimbursable expenses and other income		133				2,739			—				2,872
Total revenues		79,946				27,312			(13,998	)			93,260

OPERATING EXPENSES
General and administrative		11,304				9,662			(5,181	)	5(c)		15,785
Compensation and benefits		—				13,293			—				13,293
Real estate expenses		51,325				—			—				51,325
Management fee - related party		6,411				—			(6,411	)	5(d)		—
Equity compensation expense - related party		2,147				1,822			(1,941	)	5(e)		2,028
Interest expense		—				18,297			4,810		5(f)		23,107
Reversal of credit losses, net		(7,749	)			—			—				(7,749	)
Merger and internalization costs		—		-		—			39,456		5(g)		39,456
Other operating expenses		78				623			—				701
Other reimbursable expenses - related party		—				763			—				763
Expenses of the Consolidated Fund		—				2,885			—				2,885
Total operating expenses		63,516				47,345			30,733				141,594
		16,430				(20,033	)		(44,731	)			(48,334	)
OTHER INCOME (EXPENSE)
Equity in earnings (losses) of unconsolidated entities		(1,727	)			3,476			(3,476	)	5(h)		(1,727	)
Net realized and unrealized gain on derivatives		—				3,084			—				3,084
Gain on sales of investments in real estate, net		11,674				—			—				11,674
Gain on extinguishment of debt		—				3,602			—				3,602
Net realized and unrealized gains on investments of Consolidated Fund		—				11,486			(2,765	)	5(i)		8,721
Interest income of Consolidated Fund		—				116,692			—				116,692
Interest expense of Consolidated Fund		—				(73,070	)		—				(73,070	)
Other income (expense)		1,516				(320	)		—				1,196
Total other income		11,463				64,950			(6,241	)			70,172

Income before taxes		27,893				44,917			(50,972	)			21,838