ACRES Commercial Realty Corp. 8-K

What Happened
ACRES Commercial Realty Corp. announced on April 29, 2026 that it entered into an Agreement and Plan of Merger to merge ACRES Capital Corp. (ACC) into its subsidiary Merger Sub, with Merger Sub surviving. The transaction will cause ACRES to acquire its external manager (ACRES Capital, LLC), terminate the existing management agreement, and become internally managed. A Special Committee of independent directors unanimously approved the deal, and disinterested directors also voted to approve it; BTIG, LLC delivered a fairness opinion dated April 29, 2026.

Key Details

• Merger terms: each outstanding ACC common share converts into 2.61882 shares of ACRES common stock. ACRES expects to issue up to ~7.487 million ACR shares at Closing (exact amount depends on ACC shares outstanding).
• Management changes: the Fourth Amended and Restated Management Agreement (dated July 31, 2020) will terminate at Closing for no additional consideration; ACRES expects to directly employ the Manager’s employees and existing management.
• Approvals & timing: Closing is subject to shareholder approval of the stock issuance (expected vote at ACRES’ 2026 Annual Meeting in June 2026), NYSE listing of the issued shares, execution of employment agreements for key employees, and other customary conditions; ACRES expects to close early in Q3 2026.
• Charter amendment: the Board reduced the Stock Ownership Limit in the company’s charter from 9.8% to 4.34% (filed April 28, 2026; effective April 29, 2026).

Why It Matters
This transaction would internalize ACRES’ management by buying the manager and ending the external management contract, shifting operating control and employee relationships directly to the REIT. For investors, material implications include dilution from the share issuance (up to ~7.487M new ACR shares), the need for shareholder approval, and operational changes as ACRES assumes direct management and compensation obligations. The deal also includes customary conditions (NYSE listing, employment agreements, reps and warranties insurance) that must be satisfied before closing.