UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~June 2722, 2026

ACRES Commercial Realty Corp.

(Exact name of Registrant as Specified in Its Charter)


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)

     Registrant’s Telephone Number, Including Area Code: 516 535-0015

    

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 45.~~01 Changes~~02 inDeparture ~~Registrant’s~~of ~~Certifying~~Directors ~~Accountant~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2026, the stockholders of ACRES Commercial Realty Corp. (athe “Company”) ~~Dismissal~~approved ofthe ~~Previous~~Company’s ~~Independent~~2026 ~~Registered~~Omnibus ~~Public~~Equity ~~Accounting~~Incentive ~~Firm~~Plan (the “Equity Incentive Pan”).

OnThe ~~April~~description ~~27,~~of ~~2026,~~ the ~~Audit~~terms ~~Committee~~and ~~(the~~conditions ~~“Audit Committee”)~~ of the ~~Board~~Equity ofIncentive ~~Directors~~Plan, ofas ~~ACRES~~set ~~Commercial~~forth ~~Realty~~in ~~Corp. (~~the “Company”)’s ~~determined~~definitive toproxy ~~dismiss~~statement ~~Ernst~~filed &with ~~Young LLP (“EY”) as~~ the ~~Company’s~~SEC ~~independent~~on ~~registered~~May ~~public~~11, ~~accounting firm~~2026, ~~effective~~under ~~upon filing~~ the ~~Company’s~~heading ~~Form~~“Proposal ~~10-Q~~5: ~~for~~Approval ~~the~~of ~~quarter~~2026 ~~ended~~Equity ~~March~~Incentive 31Plan”, ~~2026.~~and ~~The dismissal~~ is ~~not~~incorporated ~~related~~herein toby ~~any~~reference. ~~disagreements~~A ~~with~~copy EYof onthe ~~any~~Equity ~~matter~~Incentive ofPlan ~~accounting~~is ~~principles~~filed oras ~~practices,~~Exhibit ~~financial~~10.1 ~~statement~~hereto ~~disclosure,~~and oris ~~auditing~~also ~~scope~~incorporated orherein ~~procedure~~by reference.

TheItem reports5.07 ofSubmission EY on the consolidated financial statements of theMatters Companyto as of and for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimerVote of opinionSecurity and were not qualified or modified as to uncertainty, audit scope, or accounting principlesHolders.

~~During~~On June 22, 2026, the ~~fiscal~~Company ~~years~~held ~~ended~~its ~~December~~2026 31Annual Meeting of Stockholders at which its stockholders: (i) elected nine directors: Messrs. Andrew Fentress, ~~2025~~Mark ~~and~~S. ~~2024~~Fogel, asDavid ~~well~~J. asBryant, ~~the~~Gary ~~subsequent~~Ickowicz, ~~interim~~Steven ~~periods~~J. ~~through~~Kessler, ~~the~~Murray ~~date~~S. ofLevin ~~this~~and ~~report,~~P. ~~there~~Sherrill ~~were~~Neff noand ~~disagreements~~Mses. ~~within~~Karen Edwards and Dawanna Williams to serve until the ~~meaning~~next annual meeting of ~~Item~~stockholders ~~304~~in 2027; (aii)~~(1)(iv)~~ ofapproved, ~~Regulation~~in ~~S-K~~an ~~between~~advisory vote, the compensation of the Company’s ~~and~~named EYexecutive onofficers; ~~any~~(iii) ~~matter~~ratified the appointment of ~~accounting~~PricewaterhouseCoopers ~~principles~~LLP oras ~~practices,~~the ~~financial~~Company’s ~~statement~~independent ~~disclosure,~~registered orpublic ~~auditing~~accounting ~~scope~~firm orfor ~~procedure,~~the ~~any~~year ofending ~~which~~December 31, if2026; ~~not~~(iv) ~~resolved~~approved toissuance ~~EY’s~~of ~~satisfaction~~approximately 7,487,219 ~~would~~shares ~~have~~of ~~caused~~our EYcommon stock pursuant to ~~make~~the ~~reference~~Agreement ~~thereto~~and inPlan ~~their~~of ~~reports.~~Merger, ~~Additionally~~dated April 29, ~~during~~2026, by and among the ~~fiscal~~Company, ~~years~~ACRES ~~ended~~Holdings ~~December~~Sub 31LLC (“Merger Sub”), ~~2025~~ACRES Capital Corp. (“ACC”) and ~~2024~~ACRES Capital, asLLC ~~well~~(the as“Merger ~~the~~Agreement”), ~~subsequent~~pursuant ~~interim~~to ~~periods~~which ~~through~~ACC ~~the~~will ~~date~~merge ofwith ~~this~~and ~~report,~~into ~~there~~Merger ~~were~~Sub, nowith ~~“reportable~~Merger ~~events”~~Sub (continuing as ~~described~~the insurviving ~~Item~~entity ~~304(~~and a) wholly-owned subsidiary of the Company (1the “Merger”); and (v) approved the adoption of ~~Regulation~~the ~~S-K)~~Equity Incentive Plan.

The ~~Company~~voting ~~provided~~results EYwere with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that EY furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of such letter provided by EY, dated April 30, 2026, is filed as ~~Exhibit 16.1 hereto.~~follows:

(b) Appointment of New Independent Registered Public Accounting Firm


Election of Directors	Shares For	Shares Against	Abstentions	Broker Non-Votes
Mr. Bryant	3,434,475	41,837	1,180,904	1,353,580
Ms. Edwards	3,430,163	46,083	1,180,970	1,353,580
Mr. Fentress	3,431,530	44,784	1,180,902	1,353,580
Mr. Fogel	3,432,497	43,746	1,180,973	1,353,580
Mr. Ickowicz	3,428,389	47,925	1,180,902	1,353,580
Mr. Kessler	3,429,397	46,905	1,180,914	1,353,580
Mr. Levin	3,346,977	129,337	1,180,902	1,353,580
Mr. Neff	3,427,900	48,902	1,180,414	1,353,580
Ms. Williams	3,398,320	77,947	1,180,949	1,353,580

OnA ~~April~~proposal ~~27,~~to ~~2026~~approve, ~~the~~in ~~Audit~~an ~~Committee~~advisory ~~approved~~vote, the ~~engagement~~compensation of ~~PricewaterhouseCoopers LLP (“PwC”) as~~ the Company’s ~~independent~~named ~~registered~~executive public accounting firm for the fiscal year ending December 31, 2026, effective upon filing the Form 10-Q for the quarter ended March 31, 2026. During the Company’s two most recent fiscal years ended December 31, 2025 and 2024, as well as the subsequent interim periods through the date of this report, neither the Company nor anyone acting on its behalf consulted with PwC regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.officers:


Shares For	Shares Against	Abstentions	Broker Non-Votes
3,338,236	136,543	1,182,437	1,353,580

A proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:


Shares For	Shares Against	Abstentions
4,767,097	63,599	1,180,100

A proposal to approve the issuance of approximately 7,487,219 shares of our common stock, subject to certain adjustments, pursuant to the Merger Agreement:


Shares For		Shares Against		Abstentions		Broker Non-Votes
	4,605,657		44,847		6,712		1,353,580

A proposal to approve, the adoption of the ACRES Commercial Realty Corp. 2026 Omnibus Equity Incentive Plan:


Shares For		Shares Against		Abstentions		Broker Non-Votes
	3,406,106		59,552		1,191,558		1,353,580

Because the stockholders approved the foregoing proposals at the Annual Meeting, the adjournment proposal was not submitted to the stockholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
16.1		Letter from Ernst & Young LLP dated April 30, 2026
10.1		ACRES Commercial Realty Corp. 2026 Omnibus Equity Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ACRES COMMERCIAL REALTY CORP.
Date:	~~April~~June 3025, 2026	By:	/s/ ~~Eldron~~Jaclyn ~~C. Blackwell~~Jesberger
			Eldron C. BlackwellSenior Vice President and Chief Financial Officer
			Jaclyn JesbergerSenior Vice President, Chief Legal Officer and Secretary

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