Acres Commercial Realty Corp.

08/24/2026 | Press release | Distributed by Public on 08/24/2026 14:20

Amendment to Current Report (Form 8-K/A)

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

On April 29, 2026, ACRES Commercial Realty Corp. ("ACR") and ACRES Holdings Sub LLC, a direct, wholly-owned subsidiary of ACR ("Merger Sub"), on the one hand, and ACRES Capital Corp., a Delaware corporation ("ACC"), and ACRES Capital, LLC, a New York limited liability company ("Manager") and subsidiary of ACC, on the other hand, entered into an Agreement and Plan of Merger ("Agreement"). Pursuant to the terms and conditions of the Agreement, upon the closing on August 6, 2026, ACC merged with and into Merger Sub, with Merger Sub being the surviving entity (the "Internalization Merger") and a direct, wholly-owned subsidiary of ACR. At the time the Internalization Merger became effective (the "Effective Time"), (i) each outstanding share of ACC common stock, par value $0.0001 per share (the "ACC Common Stock"), was converted into 2.61882 shares of ACR common stock, par value $0.001 per share (the "ACR Common Stock"), subject to the terms and conditions set forth in the Agreement.

The following unaudited pro forma condensed combined consolidated financial information and explanatory notes ("the unaudited pro forma financial information") have been prepared to illustrate the effects of the Internalization Merger under the acquisition method of accounting, with ACR treated as the accounting acquirer. The unaudited pro forma financial information has been prepared by ACR in accordance with Article 11 of Regulation S-X promulgated by the Securities and Exchange Commission ("SEC"). The unaudited pro forma financial information gives effect to the Internalization Merger as follows:

•
The unaudited pro forma condensed combined consolidated balance sheet, as of June 30, 2026, combines the historical consolidated balance sheets of both ACR and ACC, giving effect to the Internalization Merger as if the transaction had occurred on June 30, 2026.
•
The unaudited pro forma condensed combined consolidated statements of operations for the six months ended June 30, 2026, and for the year ended December 31, 2025, combines the historical operating results of ACR and ACC, giving effect to the Internalization Merger as if the transaction occurred on January 1, 2025. Certain reclassifications have been made to ACC's historical financial information in order to conform to ACR's presentation of financial information.

The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial condition had the Internalization Merger been completed on the dates described above, nor is it necessarily indicative of the results of operations in future periods or the future financial condition of the combined entities following the close of the Internalization Merger.

Acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a state where there is sufficient information for the definitive measurement of such valuations and other studies. Accordingly, the unaudited pro forma financial information includes estimated adjustments, including adjustments to record assets and liabilities of ACC at their fair value, and represents the pro forma estimates by ACR, based on available fair value information. The unaudited pro forma financial information also does not reflect the benefits of expected cost savings or any potential impacts of potential revenue enhancements and, accordingly, does not attempt to predict or suggest future results.

The value of ACR common shares issued as consideration in the Internalization Merger is based on the closing price of ACR's common shares at the Effective Time of the Internalization Merger. The Internalization Merger was completed on August 6, 2026.

The pro forma adjustments included in the unaudited pro forma financial information are subject to change depending on changes in the components of assets and liabilities, and as additional information becomes available and additional analyses are performed. The allocation of the purchase price for the Internalization Merger, which has not been finalized and is anticipated to occur during the third quarter of 2026, will be based on the actual valuations of the tangible and intangible assets and liabilities that exist as of the date of completion of the Internalization Merger. Differences between these preliminary estimates and adjustments and the final acquisition accounting will occur, and these differences could have a material impact on the unaudited pro forma financial information and ACR's future results of operations and financial condition.

The unaudited pro forma financial information should be read in conjunction with (i) the accompanying notes to unaudited pro forma condensed combined consolidated financial information; (ii) ACR's and ACC's unaudited historical consolidated financial statements and accompanying notes as of and for the six months ended June 30, 2026; and (iii) ACR's and ACC's audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2025.

H-1

Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet

At June 30, 2026

(in thousands)

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

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Information

H-2

Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations

For the Six Months Ended June 30, 2026

(in thousands, except share and per share data)

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

)

CONSOLIDATED NET INCOME (LOSS)

2,506

106

(9,931

)

(7,319

)

Net income allocable to preferred shares

(10,210

)

-

-

(10,210

)

Net income allocable to redeemable interest

-

(2,670

)

2,670

5(j)

-

Net income allocable to non-controlling interest, net of taxes

(5,838

)

(19,497

)

5,963

5(i)

(19,372

)

NET LOSS ALLOCABLE TO COMMON SHARES

$

(13,542

)

$

(22,061

)

$

(1,298

)

$

(36,901

)

TOTAL NET LOSS PER COMMON SHARE - BASIC

$

(2.04

)

$

(2.76

)

NET LOSS PER COMMON SHARE - DILUTED

$

(2.04

)

$

(2.76

)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC

6,626,763

13,372,150

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED

6,626,763

13,372,150

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Information

H-3

Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations

For the Year Ended December 31, 2025

(in thousands, except share and per share data)

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

Income tax benefit (expense)

83

(542

)

-

(459

)

CONSOLIDATED NET INCOME

27,976

44,375

(50,972

)

21,379

Net income allocable to preferred shares

(21,077

)

-

-

(21,077

)

Net income allocable to redeemable interest

-

(2,240

)

2,240

5(j)

-

Net income allocable to non-controlling interest, net of taxes

(6,660

)

(34,113

)

4,046

5(i)

(36,727

)

NET INCOME (LOSS) ALLOCABLE TO COMMON SHARES

$

239

$

8,022

$

(44,686

)

$

(36,425

)

TOTAL NET INCOME (LOSS) PER COMMON SHARE - BASIC

$

0.03

$

(2.60

)

NET INCOME (LOSS) PER COMMON SHARE - DILUTED

$

0.03

$

(2.60

)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC

7,129,163

14,022,571

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED

7,412,911

14,022,571

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Information

H-4

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

(in thousands, except share data)

Note 1 - Description of Transaction

On April 29, 2026, ACR, ACC, Manager and the Merger Sub entered into a merger agreement that provides for the acquisition of ACC and the Manager by ACR. Subject to approval of ACR and ACC stockholders, which approval has been received, and the satisfaction or (to the extent permitted by law) waiver of certain other closing conditions which was completed on August 6, 2026, ACR acquired ACC through the merger of ACC with and into Merger Sub, with Merger Sub being the surviving entity and a direct, wholly-owned subsidiary of ACR. Under the Agreement, each outstanding share of ACC common stock, par value $0.0001 per share (the "ACC Common Stock"), was converted into 2.61882 shares of ACR common stock, par value $0.001 per share (the "ACR Common Stock"), subject to the terms and conditions set forth in the Agreement. The existing management agreement between ACR, the Manager and ACC was terminated upon closing of the Internalization Merger and ACR is no longer externally managed.

Note 2 - Basis of Presentation

The unaudited pro forma financial information was prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board ASC Topic 805, Business Combinations, and was derived from ACR's and ACC's historical unaudited financial statements for the six months ended June 30, 2026 and ACR's and ACC's historical audited financial statements for the year ended December 31, 2025. ACR has been determined to be the accounting acquirer in the Internalization Merger and has preliminarily estimated the fair value of the assets acquired and liabilities assumed from ACC. Applying the acquisition method includes recording the identifiable assets acquired and liabilities assumed at their fair values, and recording goodwill for the excess of the purchase price over the aggregate fair value of the identifiable assets acquired and liabilities assumed in the Internalization Merger. Additionally, the accompanying unaudited pro forma financial information was prepared in accordance with Article 11 of the Regulation S-X.

Historical transactions between ACR and ACC during the periods presented in the unaudited pro forma financial information have been eliminated. The unaudited pro forma condensed combined consolidated financial statements do not necessarily reflect what the combined company's financial condition or results of operations would have been had the Internalization Merger occurred on the dates indicated nor do they reflect the realization of any expected cost savings or other synergies from the acquisition of ACC and other planned cost saving initiatives following the completion of the Internalization Merger. They also may not be useful in predicting the future financial condition and results of operations of the combined company. ACR's actual financial condition and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

At this time, ACR is not aware of any material differences in accounting policies and financial statement classifications that would have a material impact on the pro forma financial information. ACR is still in the process of performing its full review of ACC's accounting policies to determine whether there are material differences that require modification or reclassification of ACC's revenues, expenses, assets or liabilities to conform to ACR's accounting policies and classifications; and as a result of that review, ACR may identify differences between the accounting policies of ACR and ACC that when conformed, could have a material impact on the pro forma financial information.

Note 3 - Consideration Transferred and Preliminary Purchase Price Allocation

The Internalization Merger was approved by ACR's shareholders at its annual meeting on June 22, 2026 and was completed on August 6, 2026. In connection with the Internalization Merger, ACR issued approximately 7.5 million shares of ACR's common stock in exchange for all of the outstanding shares of ACC. In connection with the Internalization Merger, ACC also increased its borrowings in order to extinguish its pre-existing earnout liability and redeemable interest with a third-party investor. The upsized borrowing balance was assumed by ACR on the closing date of the Internalization Merger. ACC also settled its derivative liability with that same investor with ACR Common Stock received as consideration for the Internalization Merger. The final purchase price allocation will be determined when ACR completes the valuation analyses of the assets to be acquired and liabilities to be assumed in connection with the Internalization Merger and other necessary calculations.

H-5

The calculation of the estimated preliminary purchase price related to the Internalization Merger is as follows (in thousands, except share and per share data):

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

(1)
Includes 2,539,481 shares of ACC Common Stock outstanding as of June 30, 2026 as well as 312,524 outstanding warrants and 7,000 options that were exercised prior to the close of the Internalization Merger. The outstanding options were net settled upon exercise.

The following table summarizes the allocation of the preliminary purchase price for purposes of the unaudited pro forma condensed combined consolidated financial statements as if the Internalization Merger had occurred on June 30, 2026 (in thousands):

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

This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma condensed combined consolidated balance sheet and statement of operations. The final purchase price allocation will be determined once ACR has completed its valuation analyses and necessary calculations. The final allocation may include (1) changes in fair values of equity securities, investments in real estate debt, investments in equity method investees, and changes to the fair value of non-controlling interests, (2) changes in the fair value allocation to intangible assets and goodwill, (3) other changes to assets and liabilities and (4) changes to deferred tax assets and liabilities.

H-6

Note 4 - Pro Forma Adjustments - Unaudited Condensed Combined Consolidated Balance Sheet

(a) To eliminate the related-party promissory note between ACR and ACC, impacting "Loans receivable- due from Manager" and "Borrowings-related party." The associated interest income and interest expense offset each other in "Other income/expense" line item on the Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations.

(b)
To retire the vested shares of ACR Common Stock granted to the Manager under the terms of the management agreement and the manager incentive plan for performance in its role as ACR's Manager and are included in the consideration transferred noted above in Note 3. The total consideration, including the retirement of these shares, is recorded in ACR's additional paid-in capital.
(c)
To record the estimated goodwill based on the preliminary estimated fair values of ACC's assets to be acquired and liabilities to be assumed and the related allocation of the purchase price, as described in Note 3 - Preliminary Purchase Price Allocation. Goodwill is calculated as the difference between the acquisition date fair value of the consideration expected to be transferred and the fair values assigned to the assets acquired and the liabilities assumed. Goodwill is not amortized.

1

Pro forma adjustment to goodwill

$

134,496

ACC historical goodwill

35,000

Estimated Goodwill per the Preliminary Purchase Price Allocation

$

169,496

1

(d)
To record the settlement of both the reimbursable expenses payable to ACC and a receivable for unvested incentive shares owed by ACR to ACC as incentive compensation (included in the consideration transferred discussed in Note 3) and to reduce ACC's other assets to their estimated fair value.

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

)

(e)
To reduce the fair value of the investments and acquired non-controlling interest of ACRES Mortgage Fund, Ltd. ("AMF"), a subsidiary of ACC, for the portion of the non-controlling interest already held by ACR for its investment in ACRES SPE 2025-1, LLC.
(f)
To record the estimated accrual of $25.7 million in transaction expenses related to the Internalization Merger that will be settled in cash and are not currently reflected in ACR's historical consolidated financial statements, approximately $4.6 million increase in accounts payable for the estimated payment for the payoff of ACC obligations associated with the upsize in borrowings discussed in Note 3 and Note 4(g) and (i) offset by the settlement of the management fees and reimbursable expenses payable to ACC (see Note 4(d)). The amount of estimated transaction expenses related to the Internalization Merger is based on information known as of the date of this filing and final amounts may be different from the amounts presented herein. These costs are included in accounts payable on the unaudited pro forma condensed combined consolidated balance sheet and in merger and internalization costs on the unaudited pro forma condensed combined consolidated statement of operations.

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

1

(g)
To record the increase in borrowings for ACC to redeem its obligation of an equity interest held by a third-party investor and to pay off an existing obligation on the date of close of the Internalization Merger. This increase in borrowings is included in the preliminary purchase price allocation. See Note 3 for further details. Borrowings are further impacted by the fair value adjustment of the ACC's historical deferred debt issuance costs, resulting from the fair valuation of ACC's historical borrowings.

H-7

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

(h)
To record the settlement of ACC's historical derivative liability, which pertains to warrants issued by ACC exercised prior to the close of the Internalization Merger and exchanged as part of the consideration at the close of the Internalization Merger. See Note 3 above.
(i)
To record the pay off of the redeemable interest from the proceeds from the upsize of Borrowings noted in Note 3 and Note 4(g).
(j)
To record the impact to equity for the issuance of the ACR Common Stock, resulting from the Internalization Merger, and the concurrent retirement of ACR Common Stock held by ACC at the acquisition date, to eliminate ACC's historical equity balances in additional paid-in capital and distributions in excess of earnings, and to recognize income statement impact of the transaction costs to complete the Internalization Merger.

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

1

Note 5 - Pro Forma Adjustments - Unaudited Condensed Combined Consolidated Statement of Operations

(a)
To eliminate the revenue earned by ACC for management fees and reimbursable compensation, benefits and other miscellaneous expenses in accordance with the management agreement.
(b)
To eliminate incentive compensation revenue recognized by ACC related to the vesting of ACR Common Stock granted under the manager incentive plan (See Note 5(e)). ACC recognizes share-based incentive compensation over the four-year vesting period on a straight-line basis. Any differences in the eliminations between the companies are due to differences in the recognition of revenue for ACC and the recognition of expense for ACR in accordance with generally accepted accounting principles or US GAAP.
(c)
To eliminate reimbursable expenses ACR paid to ACC in accordance with the management agreement.
(d)
To eliminate management fees ACR paid to ACC in accordance with the management agreement.
(e)
To eliminate the amortization of equity compensation recognized by ACR for shares of ACR Common Stock issued to ACC under the manager incentive plan (See Note 5(b)). ACR recognizes the equity compensation expense for these grants over the four-year vesting period on a graded basis. Any differences in the eliminations between ACR and ACC are due to differences in the recognition of revenue for ACC and the recognition of expense for ACR in accordance with generally accepted accounting principles or US GAAP. The remaining equity compensation expense pertains to equity compensation expenses related to ACR's directors and share-based compensation expense recognized at ACC that do not eliminate in consolidation.
(f)
To recognize the estimated interest expense for the increase in the credit facility discussed in Note 4(g). ACC's current interest rate of 8.625% was used to calculate the estimated interest expense.
(g)
To recognize one-time transaction costs associated with the Internalization Merger which are estimated at approximately $39.5 million for the year ended December 31, 2025, comprised of additional post-combination compensation expense of $13.7 million associated with the fair value ACC's stock options, payroll taxes of $23.8 million associated with the previously existing stock options to ACC executives and estimated transaction costs of $1.9 million that are not currently reflected in ACR's historical consolidated financial statements. The pro forma adjustments related to ACC's stock options and associated payroll taxes do not purport to be indicative of the expected change in compensation expense of the combined company in any future periods. These expenses are required to be treated as a post combination expense of ACR rather than as a part of the net assets acquired of ACC. It is assumed that these costs will not affect the combined statements of operations beyond six months after the closing date of the Internalization Merger.

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(h)
To eliminate unrealized gains recognized on vested shares of ACR Common Stock held by ACC that were granted under the terms of the management agreement and the management incentive plan.
(i)
To eliminate the unrealized gains and losses AMF recognized for its investment in ACRES SPE 2025-1, LLC and the net income ACRES SPE 2025-1, LLC allocated to AMF for its investment (See Note 4(e)).
(j)
To eliminate the income allocated to the third-party investor that holds a redeemable interest in ACC. As discussed in Note 3, this redeemable interest will be paid off prior to the close of the Internalization Merger.

Note 6 - Earnings Per Share

The following table summarizes the unaudited pro forma net income allocable to shares of ACR Common Stock for the six months ended June 30, 2026 and the year ended December 31, 2025, as if the Internalization Merger occurred on January 1, 2025 (in thousands, except per share data):

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

)

(1)
For the six months ended June 30, 2026, composed of 669,917 shares of ACR Common Stock vested prior to January 1, 2026 and the weighted average of 501,195 shares that vested during the six months ended June 30, 2026 that were previously granted to the Manager. For the year ended December 31, 2025, composed of 446,107 shares of ACR Common Stock vested prior to January 1, 2025 and the weighted average of the 223,810 shares that vested during the year-ended December 31, 2025 that were previously granted to the Manager.
(2)
Excludes 23,666 and 27,087 weighted average shares of unvested restricted ACR Common Stock issued to ACR's directors as they were anti-dilutive for the six months ended June 30, 2026 and year-ended December 31, 2025, respectively.

The historical earnings per share amounts are the amounts reported in ACR's Quarterly Report on Form 10-Q for the six months ended June 30, 2026 and Annual Report on Form 10-K for the year ended December 31, 2025. As the Internalization Merger is being reflected as if it had occurred on January 1, 2025, in the condensed combined consolidated statement of operations, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares of ACR Common Stock issuable in connection with the closing of the Internalization Merger have been outstanding and the vested shares previously issued to the Manager have been retired for the entire period presented.

Note 7 - ACR Refinancing Transaction

As noted in ACR's Form 10-Q filed August 4, 2026, ACR's existing $150.0 million 5.75% senior unsecured notes ("5.75% Notes") mature on August 15, 2026. ACR refinanced the 5.75% Notes through the private issuance of $200.0 million 8.625% senior secured notes that mature in five years. This refinancing transaction closed on August 6, 2026. This refinance transaction is unrelated to the Internalization Merger and therefore, the impact is not reflected in the unaudited pro forma financial information.

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