ACRES Commercial Realty Corp. and ACRES Capital Corp. Enter Merger Agreement

ACRES Commercial Realty Corp. and ACRES Capital Corp. announced that they have entered into a definitive merger agreement, pursuant to which ACRES Commercial Realty Corp. will acquire ACRES Capital Corp. in an all-stock transaction. In connection with the merger ACRES Commercial Realty Corp. will acquire ACRES Capital, LLC, its external manager and an indirect wholly-owned subsidiary of ACRES Capital Corp., and transition from an externally-managed REIT to an internally-managed REIT. The merger agreement and the terms of the internalization were negotiated and unanimously approved and recommended by a special committee of the board of directors of ACR, composed of independent directors, and approved by ACRES Commercial Realty Corp.'s board of directors. The merger and internalization are subject to certain closing conditions, including the approval of ACRES Commercial Realty Corp.'s stockholders of the issuance of ACR's common stock as merger consideration, and is expected to close during the third quarter of 2026. As a result of the merger and internalization, ACRES Commercial Realty Corp. expects to directly employ its existing management team and all other employees of the manager. Upon closing of the merger and internalization, the company will issue approximately 7.5M shares of ACRES Commercial Realty Corp.'s common stock to ACRES Capital Corp. stockholders as merger consideration, priced at ACRES Commercial Realty Corp.'s fully diluted book value per share as of December 31, 2025, and will terminate the existing management agreement. Following closing, the net increase in ACRES Commercial Realty Corp.'s shares outstanding is expected to be approximately 6.3M shares after giving effect to the elimination of ACRES Commercial Realty Corp.'s shares held by ACRES Capital Corp. in consolidation.