ACRES Commercial Realty Corp. Announces Agreement to Internalize Management and Acquire ACRES Capital Corp (Form 8-K)

ACRES Commercial Realty Corp. Announces Agreement to Internalize Management and Acquire ACRES Capital Corp.

~Enhanced Earnings Profile -Significant Third-Party Revenue Streams~

~Alignment of Interest and Consideration in Form of ACR Shares at Fully Diluted Book Value~

~Continuity of Management Team~

UNIONDALE, N.Y., Apr. 30, 2026 - ACRES Commercial Realty Corp. (NYSE: ACR) ("ACR" or the "Company") and ACRES Capital Corp. ("ACC") announced today that they have entered into a definitive merger agreement (the "Merger Agreement"), pursuant to which ACR will acquire ACC in an all-stock transaction (the "Merger"). In connection with the Merger, ACR will acquire ACRES Capital, LLC, its external manager (the "Manager") and an indirect wholly-owned subsidiary of ACC, and transition from an externally-managed REIT to an internally-managed REIT (the "Internalization").

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 (the "ACR Special Committee"), and approved by ACR's Board of Directors. The Merger and Internalization are subject to certain closing conditions, including the approval of ACR'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, ACR 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 7.5 million shares of ACR's common stock to ACC stockholders as merger consideration, priced at ACR'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 ACR shares outstanding is expected to be approximately 6.3 million shares after giving effect to the elimination of ACR shares held by ACC in consolidation.

The Company has posted a presentation providing additional information regarding the Merger and Internalization under the Investor Relations section of its website at https://www.acresreit.com/investor-overview.

Anticipated Key Benefits of the Merger and Internalization

The Merger and Internalization are expected to create operational and financial benefits for ACR post-closing, including:

Continued Strong Leadership

The Company will continue to be managed by its existing senior leadership team, with Andrew Fentress serving as Chairman of the Board and as a Managing Director and Mark Fogel serving as President. In addition, the Company intends to retain employees of the Manager who currently serve in key roles at ACR, including, but not limited to, those who support ACR's asset management, legal, accounting, tax and treasury operations.

Advisors

The ACR Special Committee was advised by BTIG, LLC as its exclusive financial advisor, Hunton Andrews Kurth LLP as its legal counsel and Meridian Compensation Partners, LLC as its compensation consultant.

About ACRES Commercial Realty Corp. and Acres Capital, LLC

ACRES Commercial Realty Corp. is a real estate investment trust that is primarily focused on originating, holding and managing commercial real estate mortgage loans and may hold equity investments in commercial real estate properties through direct ownership and joint ventures. The Company is currently externally managed by ACRES Capital, LLC, a subsidiary of ACRES Capital Corp., a private commercial real estate lender exclusively dedicated to nationwide middle market CRE lending with a focus on multifamily, student housing, hospitality, industrial and office property in top U.S. markets. For more information, please visit the Company's website at www.acresreit.com or contact investor relations at [email protected].

About ACRES Capital Corp.

ACRES Capital Corp. is a private commercial real estate lender and U.S. Securities and Exchange Commission-registered investment adviser that originates, structures, and manages real estate debt investments. Headquartered in New York with offices throughout the US, ACC focuses on Class A multifamily, student housing, hospitality, office, and industrial lending across major U.S. markets.