DEF 14A of ACRES Commercial Realty Corp., May 11, 2026

DEF 14A of ACRES Commercial Realty Corp.

Filed May 11, 2026 · FY20250001193125-26-215649

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Board, upon the recommendation of its Nominating, Environmental, Social and Governance Committee, has nominated Messrs. Andrew Fentress, Mark S. Fogel, David J. Bryant, Gary Ickowicz, Steven J. Kessler, Murray S. Levin and P. Sherrill Neff, and Mss. Karen Edwards and Dawanna Williams to serve as our directors until the next annual meeting of stockholders or until their respective successors are duly elected and qualified. The stockholders have the right to annually elect all nine director nominees to our Board. The persons named in the enclosed proxy intend, in the absence of a contrary direction, to vote for Messrs. Fentress, Fogel, Bryant, Ickowicz, Kessler, Levin and Neff, and Mss. Edwards and Williams. The Board knows of no reason why any nominee would be unable or unwilling to serve, but if any nominee should be unable or unwilling to serve, the proxies will be voted for the election of such other person for director as the Nominating, Environmental, Social and Governance Committee of the Board may recommend in the place of such nominee. The Board recommends that stockholders vote “FOR” all of the nominees. Information is set forth below regarding the principal occupation of each Board nominee. There are no family relationships among the nominees.

  2. Nominees for Election

    Nominees for Election David J. Bryant, age 68, has been a director since January 2024. Mr. Bryant served as our Senior Vice President, Chief Financial Officer and Treasurer from June 2006 until his retirement in December 2023, and was our Chief Accounting Officer from 2006 to 2014. From 2005 to 2006, Mr. Bryant served as Senior Vice-President, Real Estate Services, at Pennsylvania Real Estate Investment Trust, ("PRET"), a REIT principally engaged in owning, managing, developing and leasing malls and strip centers in the eastern United States. From 2000 to 2005, Mr. Bryant served as PRET’s Senior Vice President-Finance and Treasurer, and was its principal accounting officer. Prior to that time, Mr. Bryant was Vice President-Finance and Controller at PRET and its predecessor, The Rubin Organization. Mr. Bryant serves as a member of the Board of Directors of the Freire Schools Collaborative, which provides support services for the Freire charter schools in Philadelphia, Pennsylvania and Wilmington, Delaware effective July 2025. Mr. Bryant is an inactive certified public accountant. Mr. Bryant brings to the Board 17 years of experience serving as our Chief Financial Officer and Treasurer as well as 40 years in the real estate industry. Mr. Bryant is uniquely positioned to support the Board due to his internal knowledge of the Company as well as his extensive experience in real estate, finance and investment management. These attributes will enable Mr. Bryant to provide valuable business, leadership, and management advice to the Board. Karen Edwards, age 69, has been a director since June 2021. Ms. Edwards has served as a Partner of Boyden Global Executive Search since April 2018. Prior to that, she served as President and Chief Executive Officer of Kosiba Edwards Associates, providing corporate strategic and financial advisory services, from January 2010 to March 2018. From 2002 to 2008, Ms. Edwards worked in wealth management, serving on the advisory board and then as Senior Vice President for Business Development for GenSpring Family Offices (now part of Truist Bank). In 1992, Ms. Edwards co-founded the investment banking group of Friedman, Billings, Ramsey & Co, Inc. to provide corporate finance and M&A advisory to banks, thrifts, specialty finance, fintech companies, and REITs. Ms. Edwards served as a director of Arbor Realty Trust (NYSE: ABR) from 2005 to 2018 where she served on the Nominating & Governance Committee and the Audit Committee. Ms. Edwards is a former Trustee of the Darden School at the University of Virginia, a member of Women Corporate Directors and is a Chartered Financial Analyst (CFA). Ms. Edwards brings to the Board her background in investment banking and financial services as well as experience in financial and strategic consulting to C-suite executives and boards. Additionally, the Board will benefit from Ms. Edwards’ having served as a public company director of a commercial mortgage REIT for 18 years. Andrew Fentress, age 56, has been our Chairman since July 2020 and is a Managing Partner of ACRES Capital Corp. (“ACRES Capital” and collectively with ACRES Capital, LLC and the Company, “ACRES”) since 2016 and leads ACRES’ capital markets efforts. Mr. Fentress has served as a Managing Director at Napier Park Global Capital in the Special Situations group from January 2014 to September 2016. Mr. Fentress was a founding and Managing Partner of Medley Capital, a private investment firm headquartered in New York from 2006 through March 2014. As a Managing Partner, he shared responsibility for all aspects of the firm’s development to $5 billion of AUM and 60 employees. Mr. Fentress served on the investment committee and oversaw the asset management division of the firm before selling his interest in 2013. Mr. Fentress began his career with Morgan Stanley & Co., Inc. in 1995 where he was responsible for overseeing the operations of a global trading team in such sectors as technology, telecommunications and media. Mr. Fentress brings over 30 years of business and financial experience to the Board. The Board will benefit from Mr. Fentress’s extensive experience in finance and investment management as well as his strong financial background. Mr. Fentress’s knowledge in the real estate industry enables him to provide valuable insight into the current state of the commercial real estate markets. Additionally, his business acumen and experience in founding and managing companies enable him to provide the Board with leadership and financial expertise as well as insight to assist with the Company’s growth, operations and development. Mark S. Fogel, age 57, has been a director and our President and Chief Executive Officer since July 2020. Mr. Fogel co-founded ACRES Capital in 2012 and leads its executive management team as President and Chief Executive Officer. Prior to co-founding ACRES Capital, Mr. Fogel was the head of Origination and Asset Management at UC Funds from February 2010 through December 2011, responsible for loan production, asset management and special servicing for a diverse portfolio of investments. Mr. Fogel served as Senior Vice President of Asset Management at Arbor Realty Trust (NYSE: ABR) from September 2000 through December 2009. Mr. Fogel served in the Real Estate Investment Banking group at Greenwich Group International from June 1997 through September 2000. Prior to the Greenwich Group, Mr. Fogel served in the Asset Management and Development group at Forest City Ratner from January 1996 through June 1997. Mr. Fogel began his real estate career as a Finance and Real Estate Property Manager at General Growth Properties in June 1994. Mr. Fogel brings over 30 years of extensive industry experience in commercial real estate finance having served in executive capacities at several prominent commercial real estate finance companies and oversaw loan production, asset management and special servicing for a diverse portfolio of investments nationwide. Mr. Fogel’s service as a senior officer for over 6 years at a $3.5 billion publicly traded mortgage REIT, for which he helped raise capital and launched a successful specialty finance company during the midst of the financial turbulence of 2008, enable him to provide valuable perspectives on investments and potential financings for investments. Gary Ickowicz, age 70, has been a director since February 2007. Mr. Ickowicz has been the Managing Partner of IR Capital LLC, a real estate company that owns and operates real estate assets in the New York Metropolitan area since 2008. He was a Managing Principal of Lazard Freres Real Estate Investors, a manager of funds invested in debt and equity securities of North American real estate assets and enterprises, from 2001 to 2011. He was a director of Lazard Freres’s real estate investment banking unit from 1989 through 2001. Since 2000 he has been a director of Grand Street Settlement, and since 2002 he has been a director of NCC/Neumann, both not-for-profit developers of senior housing. From 2001 to 2011, he was a director of Commonwealth Atlantic Properties, Inc., a privately-held REIT. Mr. Ickowicz previously served as a director of Kimsouth, Inc., a joint venture with Kimco Realty Corporation, a publicly-traded (NYSE: KIM) REIT. Mr. Ickowicz has broad real estate and real estate finance experience as a principal in the real estate operations of an international investment bank. The Board will also benefit from his prior experience as a director of a REIT and his experience as a director of several real estate ventures.

  3. Nominees for Election

    Steven J. Kessler, age 83, has been a director since November 2009 and served as our Chairman from November 2009 until September 2016. Mr. Kessler is a founding co-managing member of RSR SC LLC since November 2015 as well as a member of RSR Sycamore GP LLC since September 2016, RSR Sycamore GP II, LLC since August 2018, RSR Sycamore GP III, LLC since December 2020, RSR EB5 Regional Center since December 2020, and RSR Sycamore GP IV, LLC since January 2025, each of which operates under the EB-5 Immigrant Investor Program which was created by Congress in 1990 to stimulate the U.S. economy through job creation and capital investment by foreign investors. Mr. Kessler served as our Senior Vice President-Finance from September 2005 to November 2009 and, before that, served as our Chief Financial Officer, Chief Accounting Officer and Treasurer from March 2005 to September 2005. Mr. Kessler was Executive Vice President of Resource America, Inc. from 2005 until September 2016 and was Chief Financial Officer from 1997 to December 2009 and Senior Vice President from 1997 to 2005. He was a Trustee of GMH Communities Trust, a then publicly-traded specialty housing REIT, from 2004 to 2008 when it was sold. He previously served as Vice President—Finance and Acquisitions at Kravco Company, a shopping center developer and operator. Prior to that time, he was employed as Chief Financial Officer and Chief Operating Officer by Strouse Greenberg & Co., a regional full service real estate company. Before that, he was a partner at Touche Ross & Co. (now Deloitte & Touche LLP), independent public accountants. Mr. Kessler has a significant financial and accounting background in real estate as the former Chief Financial Officer of Resource America, Inc. and, previously, as a principal financial officer for major operators of commercial real estate. Mr. Kessler also brings a deep knowledge of the Company resulting from his prior service as Chairman from 2009 to 2016 and as a member of the Investment Committee. Murray S. Levin, age 83, has been a director since March 2005. Mr. Levin is a senior counsel at Troutman Pepper Locke, a law firm with which he has been associated since 1970. Mr. Levin served as the first American president of the Association Internationale des Jeunes Avocats (Young Lawyers International Association), headquartered in Western Europe. Mr. Levin serves as a board member of several charitable, educational and legal entities. He is a past president of the American Chapter and a member of the board of governors of the Union Internationale des Avocats (International Association of Lawyers), a Paris-based organization that is the world’s oldest international lawyers association. Mr. Levin has a lengthy and diverse legal background and has practiced complex litigation law for over 40 years. Having served as a corporate director and committee member in various capacities for over 20 years, Mr. Levin offers a unique and invaluable perspective into corporate governance matters. P. Sherrill Neff, age 74, has been a director since March 2005. Mr. Neff is currently Chairman of Homestead Smart Health Plans, a private company providing a range of services for self-funded employer health plans. Mr. Neff was previously a founding partner of Quaker Partners, a health care venture and growth equity fund manager, with which he was associated from 2002 until 2024. From 1994 to 2002, he was President, Chief Operating Officer and Chief Financial Officer, and from 1994 to 2003, a director of Neose Technologies, Inc., a then publicly-traded life sciences company. Mr. Neff previously held positions as a senior executive of U.S. Healthcare, a leading publicly traded healthcare company; as a Managing Director in the Investment Banking Division of Alex. Brown & Sons, Inc.; and as a corporate attorney at Morgan, Lewis & Bockius. Mr. Neff has significant experience in investments, operations and finance as a principal or officer of a venture fund and various public companies and, prior thereto, as an investment banker. The Board benefits from his investment expertise as well as his valuable financial experience. Dawanna Williams, age 57, has been a director since June 2021. Ms. Williams is the founder of Dabar Development Partners, a real estate development and investment firm focused on the conversion, renovation and new construction of real estate properties primarily in New York City, and serves as its Managing Principal since September 2003. From August 2010 to December 2013, Ms. Williams served as General Counsel of Victory Education Partners, and prior to that, served as a commercial real estate senior associate at Sidley Austin LLP from May 1999 to August 2003 and as an associate at Paul Hastings from July 1996 to March 1999. Since 2022, Ms. Williams has been a director of Compass, Inc., a publicly-traded (NYSE: COMP) technology-enabled residential real estate brokerage company. Ms. Williams also serves as a director of Ares Industrial Real Estate Income Trust, a non-traded REIT, since August 2023. From November 2021 to October 2024, Ms. Williams served as a director of FocusImpact Acquisition Corp., a formerly publicly-traded special purpose acquisition corporation. Additionally, Ms. Williams serves on the Board of the New York Real Estate Chamber since 2014, is a member of the board of the New York City Trust for Cultural Resources since 2017 and serves on the Board of Directors of the Apollo Theater since 2018, chairing its Real Estate Committee. Ms. Williams has over 20 years of experience in the real estate industry and as a real estate development executive and strategic advisor, she will bring broad leadership experience to the Board. Additionally, Ms. Williams’ extensive experience with, and strong record of success in investing in, real estate- related assets will provide our Board with valuable insights into developments in our industry. The Board will also benefit from her combined business and commercial real estate legal experience.

  4. Non-Director Executive Officers

    Non-Director Executive Officers Eldron C. Blackwell, age 47, has been our Senior Vice President and Chief Financial Officer since January 2024 and served as Treasurer from January 2024 through December 2024. Mr. Blackwell served as our Vice President and Chief Accounting Officer from March 2014 to December 2023. Mr. Blackwell was the Assistant Controller for New Penn Financial, LLC, a residential mortgage lender, from March 2013 to March 2014. From September 2001 to March 2013, he was a Senior Manager in the audit practice of the global accounting firm Grant Thornton LLP. Since April 2025, Mr. Blackwell has been a director of Crane Harbor Acquisition Corp., a publicly-traded (NASD: CHAC) special purpose acquisition company. Mr. Blackwell serves as board chair for Freire Schools Collaborative. Mr. Blackwell is an inactive Certified Public Accountant. Jaclyn A. Jesberger, age 48, has been our Chief Legal Officer, Senior Vice President and Secretary since July 2020. Ms. Jesberger has been General Counsel and Chief Compliance Officer at ACRES Capital since June 2015. Ms. Jesberger served as Associate General Counsel at Arbor Commercial Mortgage, LLC, the external manager of Arbor Realty Trust, Inc. (NYSE: ABR), from August 2009 through June 2015. Prior to joining Arbor Commercial Mortgage, LLC, Ms. Jesberger was an Associate and then a Vice President in the Real Estate Finance and Securitization group at Credit Suisse LLC from March 2004 through August 2009. Ms. Jesberger began her career at Cadwalader, Wickersham and Taft LLP, a New York based law firm, in 2001 where she practiced commercial real estate law as an associate. Linda M. Kilpatrick, age 53, has been our Vice President and Chief Accounting Officer since January 2024. Ms. Kilpatrick has served as our Controller since October 2017 and before that, served as our Division Controller since 2014. From December 2010 to December 2014, Ms. Kilpatrick worked as an Accounting and Reporting Manager for Independence Blue Cross, a health insurance company. From October 2004 to December 2010, Ms. Kilpatrick was a Manager in the audit practice of the global accounting firm Grant Thornton LLP. Ms. Kilpatrick serves as the treasurer of the board for both Freire Charter School and TECH Freire Charter School. Ms. Kilpatrick is a Certified Public Accountant.

  5. Other Significant Employees

    Other Significant Employees The following sets forth certain information regarding other significant employees of ACRES Capital and ACRES Capital, LLC (our “Manager”) who provide services to us: Michael Pierro, age 54, has been our Senior Vice President since June 2020 and previously served as Vice President from June 2018 to June 2020. Mr. Pierro also serves as Managing Director and Chief Credit Officer of ACRES Capital, LLC since July 2020 and previously served as a Senior Managing Director of C-III Capital Partners LLC (“C-III”) from January 2015 to July 2020, and previously served as Managing Director from April 2011 to January 2015 and Director from March 2010 to April 2011. Prior to joining C-III’s predecessor Centerline in 2008, he worked at Nomura Securities from May 2001 to May 2008 where he was a member of its Credit Committee and primarily responsible for CDO banking as a director of the CMBS CDO Banking Group from April 2007 to May 2008 and prior to that, as a director and Head of Credit and Market Risk Management for Mortgage Finance. Mr. Pierro worked at Prudential Securities Incorporated from August 1998 to May 2001, Landesbank Hessen-Thuringen (Helaba) from June 1997 to August 1998 and Chase Manhattan Bank from June 1994 to June 1997, in the commercial real estate origination, underwriting and corporate risk management areas. Kyle K. Brengel, age 35, has been our Vice President – Operations since July 2020. Mr. Brengel has served as Chief Operating Officer of ACRES Capital, LLC since July 2020 and, before that, served as Managing Director from January 2020 to July 2020, as Director from January 2018 to January 2020 and Vice President from January 2017 to January 2018. Previously, Mr. Brengel was a member of Napier Park Global Capital’s Special Situations team from June 2015 through December 2016, on Ares Management Corporation’s Direct Lending team from October 2013 through June 2015, and on Duff and Phelps Advisory team from July 2012 through October 2013. Richard A. Persaud, age 39, has been our Vice President – Finance since September 2020. Mr. Persaud has been Chief Financial Officer of ACRES Capital since June 2020. From August 2008 to June 2020, Mr. Persaud served as a senior manager in the real estate assurance practice of Ernst & Young LLP where he audited financial statements for a diverse group of real estate clients including publicly traded real estate investment trusts, commercial real estate owners/operators, real estate developers, and private equity funds. Mr. Persaud is a Certified Public Accountant and Certified Internal Auditor. Jason L. Bodine, age 46, has been our Treasurer since January 2025 and our Director of Finance since July 2020. Mr. Bodine served as our Director of Financial Planning from January 2016 to July 2020 and our Assistant Treasurer from January 2016 to December 2024. Prior to that, Mr. Bodine was a senior accountant from June 2005 to December 2015.

  6. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  7. Our Board of Directors and Its Committees

    Our Board of Directors and Its Committees Our common stock is listed on the NYSE under the symbol “ACR,” and we are subject to the NYSE’s listing standards. The Board has determined that each of Messrs. Ickowicz, Kessler, Levin and Neff, and each of Mss. Edwards and Williams satisfies the requirement for independence set out in Section 303A.02 of the rules of the NYSE and that each of these directors has no material relationship with us (other than being a director and/or a stockholder). In making its independence determinations, the Board sought to identify and analyze all of the facts and circumstances relating to any relationship between a director, his or her immediate family or affiliates and our Company and our affiliates and did not rely on categorical standards other than those contained in the NYSE rules. The Board held a total of nine meetings during fiscal year 2025. Each of the directors attended at least 75% of the total number of meetings of the Board and (if applicable) of the committees on which he or she served during fiscal year 2025. The Board has four standing committees: the Audit Committee; the Compensation Committee; the Nominating, Environmental, Social and Governance Committee; and the Investment Committee. All of the members of each committee, other than the Investment Committee, are “independent” directors as that term is defined in the NYSE’s listing standards. The Board believes that its structure and processes provide each director with an equal stake in the Board’s actions and oversight role and make them equally accountable to stockholders. Executive Sessions. As set forth in our Corporate Governance Guidelines and in accordance with NYSE listing standards, the non-management directors have the opportunity to meet in executive sessions quarterly without management. The director who presides at these meetings is rotated among the chairs of the Audit Committee, Compensation Committee and Nominating, Environmental, Social and Governance Committee in the following order: Audit Committee chairman; Compensation Committee chairman; and Nominating, Environmental, Social and Governance Committee chairman. The Board believes that this rotation provides different directors the opportunity to guide the Board’s agenda and facilitates collegiality among board members. Interested parties wishing to communicate directly with the non-management directors may contact the chairman of the Audit Committee, P. Sherrill Neff, c/o ACRES Commercial Realty Corp., 390 RXR Plaza, Uniondale, New York 11556. Board Self-Assessment. The Board is focused on enhancing its performance through a rigorous assessment process of the effectiveness of the Board and its committees. Pursuant to our Corporate Governance Guidelines and the charter of the Nominating, Environmental, Social and Governance Committee, every year our Nominating, Environmental, Social and Governance Committee oversees the evaluation process to ensure that the full Board conducts an assessment of its performance and effectiveness and solicits feedback for enhancement and improvement. Directors are provided with a questionnaire that they can complete to evaluate the Board and the committees, specifically focusing on areas of potential improvement. The Nominating, Environmental, Social and Governance Committee reviews the feedback and then discusses it with the full Board. The evaluation process is designed to facilitate ongoing, systematic examination of the Board’s effectiveness and accountability, and to identify opportunities for improving its operations and procedures. Management and the directors coordinate to update practices to incorporate the director feedback. Service on Other Boards of Directors. While service on the boards of directors of other companies provide valuable governance and leadership experience, such service may require a commitment of significant time and attention. As a result, under our Corporate Governance Guidelines, no director may serve on more than three other public company boards without the Board’s consent. Currently, none of our directors serve on any other public company boards, with the exception of one director who serves on one other public company board. Board Refreshment. Rather than impose arbitrary limits on service, we believe that board refreshment is best implemented through an ongoing program of individual director evaluations, conducted annually, to ensure that the evolving needs of the Board are met. The Board regularly assesses its composition to ensure it has the right mix of skills and experiences. Each year, the Nominating, Environmental, Social and Governance Committee performs a robust review before recommending the renomination of any sitting director. Our approach balances the need to bring in fresh perspectives without the disadvantage of losing the contributions of directors who have been able to develop, over a period of time, enhanced insight into our Company and our operations. We believe that our directors who have longer-term experience with us have gained a level of familiarity with our operations that enable them to make valuable contributions to Board deliberations. As such, our Corporate Governance Guidelines provides that our Nominating, Environmental, Social and Governance Committee will review each director’s continuation on the Board annually. Audit Committee. The Audit Committee reviews the scope and effectiveness of audits by the internal and independent accountants, is responsible for the engagement of independent accountants and reviews the adequacy of our internal financial controls. The Audit Committee also reviews, on a quarterly basis, certain loans and equity investments. The Audit Committee is currently composed of Messrs. Neff (Chairman) and Kessler, and Ms. Edwards. The Board has determined that each member of the Audit Committee meets the independence standards for Audit Committee members set forth in the NYSE listing standards and in the Securities Exchange Act of 1934 (the “Exchange Act”) and that Messrs. Neff and Kessler each qualify as an “audit committee financial expert” as that term is defined in the NYSE and Exchange Act rules and regulations. The committee held 15 meetings during fiscal year 2025. The Audit Committee charter is available on our website at www.acresreit.com, and we will provide a printed copy to any stockholder who requests it. Compensation Committee. The principal functions of the Compensation Committee are to: • review the compensation payable to our directors; • review the compensation and fees payable to our Manager under our management agreement; • administer the issuance of any stock or stock options issued to our Manager, employees and/or the employees of our Manager or its affiliates who perform services for us; and • administer our Policy for the Recovery of Erroneously Awarded Compensation. Under the management agreement with our Manager, our Manager assumes principal responsibility for managing our affairs and providing the personnel that we need to conduct our operations. Our Manager and its affiliates are responsible for paying the compensation of all such personnel and, consequently, such personnel do not receive separate compensation from us. However, we reimburse our Manager for all or a portion of the wages, salary and benefits established and paid by our Manager or an affiliate to our Chief Financial Officer and several accounting, finance, legal, tax and investor relations professionals. The members of the committee are Messrs. Kessler (Chairman), Levin and Neff. The committee held one meeting during fiscal year 2025. The Compensation Committee Charter is available on our website at www.acresreit.com, and we will provide a printed copy to any stockholder who requests it. Nominating, Environmental, Social and Governance Committee. The principal functions of the

  8. Our Board of Directors and Its Committees

    Nominating, Environmental, Social and Governance Committee (the “Nominating and ESG Committee”) are to: • assist us in maintaining an effective and knowledgeable Board, including assisting the Board by identifying individuals qualified to become directors and recommend to the Board the director nominees for the next annual meeting of stockholders and the directors to be appointed to the Audit, Compensation and Nominating and ESG Committees; • oversee our policies and strategies related to environmental, social, sustainability and corporate responsibility matters in coordination with the other standing committees of the Board; and • develop and recommend for the Board’s consideration governance guidelines for us. In early 2022, to better address the evolving needs of the company and the evolving regulatory governance landscape, the Board expanded the Nominating and Governance Committee to become the Nominating and ESG Committee and expanded its principal functions to emphasize our commitment to environmental, social, sustainability and corporate responsibility matters. The committee has not adopted specific, minimum qualifications or specific qualities or skills that must be met by a recommended nominee. The committee seeks to ensure that the members of the Board and each committee satisfies all relevant NYSE listing standard requirements, applicable laws and requirements of our governance documents. Director candidates are typically selected based on their integrity and character, sound, independent judgment, track record of accomplishment in leadership roles, as well as their professional and corporate expertise, skills and experience. The committee seeks to achieve a mixture of skills that are related to our business and seeks candidates who have diverse backgrounds and areas of expertise so that each member can offer a unique and valuable perspective. The nature of the specific qualifications, qualities or skills that the committee may look for in any particular director nominee is dependent on the qualifications, experience and skills of the rest of the directors at the time of any vacancy on the Board. We value the benefits that diversity can bring and are committed to the promotion of a diverse management team and Board that reflects the diverse nature of our stockholders and our business. We think broadly about diversity and recognize that it can include, but is not limited to, gender, sexual orientation, ethnicity, generation, age, background, education, experiences, abilities, and skills. We are committed to a diverse and inclusive culture which solicits multiple perspectives and is free of bias and discrimination. We believe that considerations of diversity are, and will continue to be, an important component relating to the Board’s composition. The Nominating and ESG Committee identifies director nominees by first evaluating the current members of the Board willing to continue in service. Current members with skills and experience that are relevant to our business and are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service, if the Nominating and ESG Committee or Board decides not to re-nominate a member for re-election or if we decide to expand the Board, then the committee identifies the desired skills and experience of a new nominee consistent with the Nominating and ESG Committee’s criteria for Board service. Current members of the Board and management are polled for their recommendations. Research may also be performed or third parties retained to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate potential nominees; however, we may in the future choose to do so. The members of the Nominating and ESG Committee are Messrs. Levin (Chairman) and Ickowicz, and Mss. Williams and Edwards. The committee held two meetings during 2025. Our Corporate Governance Guidelines and Nominating and ESG Committee charter are both available on our website at www.acresreit.com, and we will provide a printed copy to any stockholder who so requests it. Stockholder Recommendations for Director Nominees. The Nominating and ESG Committee will consider candidates for nomination as a director recommended by stockholders, directors, officers, third-party search firms and other sources. In evaluating candidates, the committee considers the attributes of the candidate (including skills, experience, international versus domestic background, diversity and legal and regulatory requirements) and the mixture of skills and experience of the members of the Board and will review all candidates in the same manner, regardless of the source of the recommendation. The Nominating and ESG Committee does not have a formal policy regarding the consideration of diversity in identifying candidates beyond being committed to ensuring that no person would be excluded from consideration for service as a director as a result of their gender, race, religion, creed, sexual orientation or disability. The committee will consider individuals recommended by stockholders for nomination as a director in accordance with the procedures described under “Stockholder Proposals for the 2027 Annual Meeting.” Recommendations should include the following: • such information as may be reasonably necessary to determine whether the director candidate is independent from the stockholder that has recommended the candidate; • such information as may be reasonably necessary to determine whether the director candidate is qualified to serve on the Board; and • such information as may be reasonably necessary to determine whether the director candidate meets the independence standards of the NYSE. The Board may also request such additional information concerning the proposed nominee as may be reasonably required to determine whether each person recommended by a stockholder meets the criteria discussed above and to enable us to make appropriate disclosures to stockholders. Investment Committee. The Investment Committee reviews and approves loan originations, real estate acquisitions, preferred equity and other investments that are between $50 million and $75 million. Investments that are being used to refinance debt provided by our Manager or its subsidiaries are reviewed and approved by the independent directors of the Investment Committee. Investments under the $50 million threshold are approved only by our Manager’s investment committee, and investments valued in excess of $75 million, preferred and equity investments and investments to be co-originated between us and an affiliate of our Manager are reviewed by the Investment Committee and approved by our full Board. The members of the committee are Messrs. Fogel (Chairman), Ickowicz and Kessler. The committee held four meetings during fiscal year 2025. Stockholder Ability to Amend Bylaws. In March 2020, our Board approved an amendment and restatement of our bylaws to allow our stockholders to amend the bylaws by the affirmative vote of a majority of the votes entitled to be cast on the matter by stockholders entitled to vote. Prior to this amendment, as permitted under Maryland law, our stockholders did not have the right to amend our bylaws. The Board’s decision to adopt this change was the result of extensive consideration and took into account many factors, including our commitment to strong corporate governance practices.

  9. Our Board of Directors and Its Committees

    Communication with the Board. The Board has established a process for stockholders to send communications to it. Stockholders may communicate with the Board, or any director or committee chairperson, by writing to such parties in care of Jaclyn Jesberger, Secretary, ACRES Commercial Realty Corp., 390 RXR Plaza, Uniondale, NY 11556. Communications addressed to the Board generally will be forwarded either to the appropriate committee chairperson, all directors or the individual directors to whom the communication is addressed. Communications may be submitted confidentially and anonymously. Under certain circumstances, we may be required by law to disclose the information or identity of the person submitting the communication. No action was taken by the Board as a result of any communication received during fiscal year 2025 from a stockholder. Some concerns communicated to the Board also may be referred to our internal auditor or our Chief Legal Officer. The Chairman of the Board or the Chairman of the Audit Committee may direct that concerns be presented to the Audit Committee, or to the full Board, or that they otherwise receive special treatment, including retention of external counsel or other advisors. Attendance at Annual Meetings. We do not have a formal policy regarding Board member attendance at our annual meeting of stockholders. All of our Board members attended last year’s annual meeting of stockholders, and we anticipate that all of them will attend the Meeting. Director Orientation and Continuing Education. We believe that director orientation and continuing education are important to the Board’s ability to fulfill its responsibilities and enhance the overall effectiveness and performance of the Board. New directors participate in an onboarding process, which includes meetings with senior management, presentations on the Company’s strategic plans, financial statements and key issues, policies and practices. The Company requires directors to participate in continuing education programs on corporate governance, and the Company is a member of the Corporate Board Member Network (formerly known as the Corporate Board Member Institute), which gives directors access to board education programs, conferences and other resources. Stockholder Engagement. We make a conscious effort to engage with our stockholders, virtually or in person, by regularly attending investor conferences, commercial real estate conferences and holding one-on-one meetings and calls with stockholders and potential investors to gain a better understanding of the issues that are important to them. These meetings include existing stockholders who own our common, preferred or convertible securities as well as prospective investors and research analysts. Since our last annual meeting, we have engaged and continue to engage with many of our stockholders including our largest stockholders. Our management team discusses investment strategies, competitive positioning of the company and our financial performance and historical financial results as well as environmental and sustainability matters. Our continuous dialogue helps ensure that our interests remain well aligned with those of our stockholders.

  10. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION In this section we describe, or reference, our compensatory arrangements with all persons who served as directors on our Board in 2025. These arrangements include (a) our arrangements with a director who is also a named executive officer, or NEO (defined below), (b) our compensation packages for our directors who are independent and are compensated for their services as a director, and (c) our arrangements with directors who are affiliated with our Manager. Our arrangements with Mr. Fogel, who is a NEO as well as a director, is further described below under “Executive Compensation.” Our arrangements with our non-employee directors are described in this section. As described below in “Certain Relationships and Related Party Transactions,” subject to the internalization discussed in this proxy statement, we are currently an externally managed REIT and, on July 31, 2020, our management contract was acquired by the Manager (the “ACRES Transaction”). In connection with the ACRES Transaction, two directors affiliated with the Manager, Messrs. Fentress and Fogel, were appointed to the Board. The arrangements with these directors are described in this section in the footnotes to the table below. Non-employee directors receive an annual $100,000 cash retainer for their compensation, paid quarterly, plus the cash compensation they receive for serving on various committees. The annual pay package is designed to attract and retain highly-qualified, independent directors to represent our stockholders. In addition, the members of the Investment Committee (Messrs. Ickowicz and Kessler) each received an additional $30,000 in cash, the members of the Audit Committee (Messrs. Neff and Kessler, and Ms. Edwards) each received an additional $10,000 in cash, and the members of the Compensation Committee (Messrs. Kessler, Levin and Neff) each received an additional $5,000 in cash. In addition, the chairmen of the Audit Committee and the Compensation Committee (Messrs. Neff and Kessler, respectively) each received an additional $5,000 in cash for service as chairmen of those committees. Directors are also eligible for restricted stock grants that are tied to our achievement of performance parameters using our book value as a benchmark. See “Compensation Discussion and Analysis” below. The following table sets forth director compensation for each of our directors who served at any time during 2025:

  11. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE

  12. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash | Total | | David Bryant | $100,000 | $100,000 | | Karen Edwards | 110,000 | 110,000 | | Gary Ickowicz | 130,000 | 130,000 | | Steven J. Kessler | 150,000 | 150,000 | | Murray S. Levin | 105,000 | 105,000 | | P. Sherrill Neff | 120,000 | 120,000 | | Dawanna Williams | 100,000 | 100,000 | | Andrew Fentress(1) | — | — | | Mark S. Fogel(1) | — | — |

  13. DIRECTOR COMPENSATION TABLE

    Messrs. Fentress and Fogel do not receive compensation for their service as directors. In connection with the ACRES Transaction, Messrs. Fentress and Fogel were appointed as directors. Messrs. Fentress and Fogel are compensated by our Manager, which receives management fees and reimbursement of certain expenses from us pursuant to the Management Agreement. See “Certain Relationships and Related Party Transactions.” Messrs. Fentress and Fogel will receive no other compensation for their services other than incentive awards which may be granted in the future.

  14. Setting Executive Compensation

    Setting Executive Compensation Manager and Company Roles. Currently, our NEOs are employees of our Manager and the determination of the base salary and cash incentive compensation paid to our NEOs is made solely by our Manager. The base salaries and cash incentive compensation paid to our Chief Financial Officer are presented to the Compensation Committee for approval. The Compensation Committee also approved the allocated portion of our Chief Accounting Officer’s and Chief Legal Officer’s base salary and bonus that were allocated to us for 2025. The analyses and determinations for our NEOs’ compensation are not based upon any particular compensation matrix or formula, but are instead based upon qualitative evaluations of their contributions to the Company. Pursuant to the Management Agreement, we reimburse our Manager for the wages, salary and benefits paid to our Chief Financial Officer. Our Manager has allocated a portion of our Chief Accounting Officer’s and Chief Legal Officer’s salary to us for reimbursement and we also reimburse our Manager for the wages, salaries and benefits of certain of its employees who provide services to us. Subject to the exceptions noted above, our Manager bears the expense of the wages, salaries and benefits of the Manager’s officers and employees providing service to us. We pay fees to our Manager pursuant to the Management Agreement, and although we do not control how such fees are allocated by ACRES Capital or our Manager, we believe that an unspecified portion of the base salary and cash incentive compensation paid to our NEOs is derived from fees paid by us. As discussed above, the Management Agreement does not require our NEOs to dedicate a specific amount of time to fulfilling the Manager’s obligations to us under the Management Agreement (except for our Chief Financial Officer who shall be fully dedicated to us) and does not require a specific amount or percentage of fees paid to the Manager to be allocated to the NEOs. Our Manager does not compensate its employees specifically for such services because these individuals also provide management and other services to other entities that are sponsored, managed or advised by affiliates of the Manager. As a result, the Manager is unable to fully segregate and identify the portion of the compensation paid or awarded to the NEOs by the Manager that relates solely to their services to us. Accordingly, we disclose the cash amounts paid by ACRES to our NEOs for which we reimburse our Manager in the Summary Compensation Table below. However, based upon discussions with our Manager, we estimate that the aggregate cash compensation paid to our NEOs that may reasonably be associated with their management of our company totaled approximately $1.8 million in 2025. This aggregate amount represents approximately 16% of the $11.5 million in total base management fees and expense reimbursements paid or accrued by us to our Manager in fiscal year 2025. Of this $11.5 million, we estimate that approximately 12% represented fixed compensation (e.g., salaries) and 4% represented variable compensation (e.g., performance-based bonuses). Our Manager did not use a specific formula to calculate the variable pay portion of our NEOs’ compensation. Generally, our Manager takes into account a number of factors such as the individual’s position, his or her contributions to the business, the performance of the company and market practices, and applies its discretion in considering and weighing such factors. Company Equity Incentives. Prior to the ACRES Transaction, our Compensation Committee, from time to time, granted equity awards in the form of restricted stock to NEOs pursuant to our omnibus equity compensation plan, as amended from time to time. These awards were designed to align the interests of our NEOs with those of our stockholders, by correlating their compensation to the performance of our stock and by allowing them to share in the creation of value for our stockholders through stock price appreciation and dividends. Our former Chief Executive Officer’s incentive stock compensation was determined by the Compensation Committee. All other grants of our incentive stock compensation were recommended by our Chief Executive Officer for approval by our Compensation Committee. Our Chief Executive Officer provided the Compensation Committee with key elements of our NEOs’ performance during the year and their contribution to the Company to assist the committee in its determinations and approvals. Our Chief Executive Officer, at the Compensation Committee’s request, historically attended committee meetings to provide insight into our NEOs’ performance. These equity awards were subject to time-based vesting requirements designed to promote the retention of management, incentivize long term objectives and achieve strong performance for us. Subsequent to the ACRES Transaction, the Compensation Committee and the Board determined that issuances of equity would be tied to our achievement of performance parameters using our book value as the appropriate benchmark. We believe that the performance parameters will create alignment of interest between our stockholders and the individuals responsible for our assets including members of the Manager and the independent directors and will also serve to create more transparency for all stockholders. The Compensation Committee will grant up to 333,333 restricted shares under the equity compensation plans when each of the following book value targets are met: $21.00, $24.00, $27.00, $30.00, $33.00 and $36.00. In May 2022, the Compensation Committee issued 10% of the restricted shares permitted to be awarded, to our directors (with the exception of Messrs. Fentress and Fogel), and the remainder of the restricted shares to the Manager when the Company reported a book value of $24.00. In May 2024, the Compensation Committee issued 10% of the restricted shares permitted to be awarded, to our directors (with the exception of Messrs. Fentress and Fogel), and the remainder of the restricted shares to the Manager when the Company reported a book value of $27.00. In March 2026, the Compensation Committee issued 10% of the restricted shares permitted to be awarded, to our directors (with the exception of Messrs. Fentress and Fogel), and the remainder of the restricted shares allowed to be issued under the ACRES Commercial Realty Corp. Manager Incentive Plan to the Manager when the Company reported a book value of $30.00. The restricted stock grants were all subject to a four-year vesting period and all future grants will be subject to such vesting period. The performance parameters apply to all grants under the equity compensation plans. Our Compensation Committee operates under a written charter adopted by our Board, a copy of which is available on our website at www.acresreit.com.

  15. Elements of Our Compensation Program

    Elements of Our Compensation Program As described above, our NEOs do not receive cash compensation from us, however, pursuant to the Management Agreement, we have agreed to reimburse our Manager for certain costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for us. We reimburse ACRES for the wages, salary and benefits of our Chief Financial Officer and a portion of the wages, salary and benefits of our Chief Accounting Officer and Chief Legal Officer as well as certain of Manager’s employees who provide services to us. Historically, we have made grants of restricted stock to our NEOs, and the restricted stock grants would vest 33.33% per year over three years and have full voting and dividend rights. As discussed above, subsequent to the ACRES Transaction, the Compensation Committee and the Board determined that issuances of equity awards would be tied to our achievement of performance parameters using our book value as the appropriate benchmark. Such restricted stock will be subject to a four-year vesting period. Our NEOs did not receive grants of restricted stock for 2025, 2024 nor 2023 compensation.

  16. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  17. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards | All Other Compensation | Total | | Mark S. Fogel(1) | 2025 | $— | $— | $— | $—(1) | $— | | Chief Executive Officer, | 2024 | — | — | — | — | — | | President and Director | 2023 | — | — | — | — | — | | Eldron C. Blackwell(2) | 2025 | $260,000(3) | $125,000(3) | $— | $14,000(4) | $399,000 | | Senior Vice President and | 2024 | 260,000(3) | 95,000(3) | — | 13,800 | 368,800 | | Chief Financial Officer | 2023 | 212,850(3) | 94,050(3) | — | 8,462 | 315,362 | | Jaclyn A. Jesberger | 2025 | $414,000(5) | $138,000(5) | $— | $19,771(6) | $571,771 | | Senior Vice President, Chief | 2024 | 437,500(5) | 145,833(5) | — | 20,698 | 604,031 | | Legal Officer and Secretary | 2023 | 300,000(5) | 100,000(5) | — | 13,985 | 413,985 | | Linda Kilpatrick(7) | 2025 | $200,000(8) | $80,000(8) | $— | $9,600(9) | $289,600 | | Vice President and | 2024 | 200,000(8) | 50,000(8) | — | 18,178 | 268,178 | | Chief Accounting Officer | | | | | | |

  18. SUMMARY COMPENSATION TABLE

    (1) In connection with the ACRES Transaction, effective July 31, 2020, Mr. Fogel was appointed as a director of the Company. Additionally, Mr. Fogel was appointed President and Chief Executive Officer of the Company. As described in his biography above, Mr. Fogel is affiliated with the Manager. Mr. Fogel is compensated by the Manager, which receives management fees and reimbursement of certain expenses from us pursuant to the Management Agreement. Mr. Fogel will receive no other compensation for his services to the Company other than incentive awards which may be granted in the future. (2) Mr. Blackwell has served as the Company’s Senior Vice President and Chief Financial Officer since January 1, 2024. His compensation for 2023 is in connection with his service as the Company’s Chief Accounting Officer and Vice President. (3) Commencing on August 1, 2020, Mr. Blackwell’s salary, bonus and benefits were paid by ACRES and we have reimbursed ACRES since that time. Amounts represent salary and bonus earned for the years indicated, but may not have been paid in full in the respective years. (4) Reflects a matching contribution under ACRES Capital’s 401(k) plan. (5) Reflects the pro rata portion of Ms. Jesberger’s salary and bonus that we reimbursed to our Manager. Amounts represent salary and bonus earned for the years indicated, but may not have been paid in full in the respective years. (6) Includes a $9,683 pro rata portion of a matching contribution under ACRES Capital’s 401(k) plan as well as a $10,088 pro rata portion of Ms. Jesberger’s automobile allowance. (7) Ms. Kilpatrick has served as the Company’s Chief Accounting Officer and Vice President from January 1, 2024. (8) Amount represents salary and bonus earned for the year indicated, but may not have been paid in full in such year. Reflects a matching contribution under ACRES Capital’s 401(k) plan.

  19. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  20. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation for Mark Fogel(1) | Compensation Actually Paid to Mark Fogel(1) | Average Summary Compensation Total to NEOs(2) | Average Compensation Actually Paid to NEOs(3) | ACR Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | Net Income (Loss) (in thousands)(6) | Earnings Available for Distribution allocable to common shares (in thousands)(7) | | 2025 | $— | $— | $420,124 | $420,124 | $178.28 | $123.88 | $27,976 | $(1,869) | | 2024 | — | — | 413,670 | 413,670 | 134.92 | 121.85 | 28,695 | 10,941 | | 2023 | — | — | 459,492 | 459,492 | 80.37 | 116.79 | 21,848 | 20,565 | | 2022 | — | — | 385,345 | 385,345 | 69.01 | 104.76 | 10,426 | 10,384 | | 2021 | — | — | 521,386 | 521,386 | 104.18 | 139.88 | 33,923 | (457) |

  21. PAY VERSUS PERFORMANCE

    (1) The dollar amounts reported in these columns are the amounts of total compensation reported and actually paid for our Chief Executive Officer (the “PEO”) for each corresponding year, as reported in the “Total” column of the Summary Compensation Table. Mr. Fogel did not receive any compensation directly from the Company as he is compensated by the Manager as discussed above. (2) These amounts reflect the average total compensation reported for the Company’s named executive officers (“NEOs”) as a group (excluding Mr. Fogel) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Fogel) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025 and 2024, Mr. Blackwell, Ms. Jesberger and Ms. Kilpatrick; and (ii) for 2023, 2022 and 2021, Mr. Bryant (former Chief Financial Officer), Ms. Jesberger and Mr. Blackwell. (3) There were no equity awards granted for any of the periods presented. (4) Total Shareholder Return ("TSR") is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment in the security, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. (5) The peer group used for this purpose is the FTSE Nareit All REITs, which we also use for purposes of the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The Total Shareholder Return is calculated using the same methodology described above in footnote 4. (6) Amounts reported represented the amount of net income reflected in the Company's audited consolidated financial statements for the applicable year. (7) For purposes of Item 402(v) of Regulation S-K, we have identified Earnings Available for Distribution ("EAD") as our Company-Selected Metric. EAD is a non-GAAP financial measure that the Company uses to evaluate its operating performance. EAD, for reporting purposes, is defined as GAAP net income (loss) allocable to common shares, excluding (i) non-cash equity compensation expense, (ii) unrealized gains and losses, (iii) non-cash provisions for loan losses, (iv) non-cash impairments on securities, (v) non-cash amortization of discounts or premiums associated with borrowings, (vi) net income or loss from a limited partnership interest owned at the initial measurement date, (vii) net income or loss from non-core assets, (viii) real estate depreciation and amortization, (ix) foreign currency gains or losses and (x) income or loss from discontinued operations. EAD may also be adjusted periodically to exclude certain one-time events pursuant to changes in GAAP and certain non-cash items.

  22. Description of Relationships Between Compensation Actually Paid and Performance

    Description of Relationships Between Compensation Actually Paid and Performance The graphs below describe, in a manner compliant with the relevant rules, the relationship between Compensation Actually Paid and the individual performance measures shown. Compensation Actually Paid vs. TSR Performance $600,000 $160 $500,000 $140 $400,000 $120 $300,000 $100 $80 $200,000 $60 $100,000 $40 $20 $0 $0 ($100,000) ($20) ($200,000) ($40) Compensation Actually Paid Total Shareholder Return ($100 Investment) 200 2021 2022 Compensation Actually Paid to PEOs Average compensation Actually Paid to NEOs ACR TSR Peer Group TSR Compensation Actually Paid vs. Net Income $600,000 $50,000 $500,000 $0 $400,000 $300,000 $($50,000) $200,000 ($100,000) $100,000 ($150,000) $0 ($100,000) ($200,000) ($200,000) ($250,000) 2020 2021 2022 Compensation Actually Paid Net Income (in thousands) Compensation Actually Paid to PEOs Average Compensation Actually Paid to NEOs Net Income Compensation Actually Paid vs. EAD $600,000 $50,000 $500,000 $0 $400,000 $300,000 ($50,000) $200,000 ($100,000) $100,000 ($150,000) $0 ($100,000) ($200,000) ($200,000) ($250,000) 2020 2021 2022 Compensation Actually Paid EAD (in thousands) Compensation Actually Paid to PEOs Average Compensation Actually Paid to NEOs EAD

  23. CEO PAY RATIO

    CEO PAY RATIO As an externally managed company, we do not have any direct employees. Also, Mr. Fogel, our Chief Executive Officer, does not receive any direct compensation from us for his services and we do not reimburse any affiliate for compensation paid to Mr. Fogel. Accordingly, the CEO to median employee pay ratio is not applicable.

  24. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE During 2025, we did not make any restricted stock awards to our NEOs and there were no stock options granted during 2025.

  25. Merger Sub

    Merger Sub Merger Sub is a Delaware limited liability company and wholly owned subsidiary of the Company that was formed on March 23, 2026 solely for the purpose of effecting the Internalization Merger. Upon Closing, ACC will be merged with and into Merger Sub, with Merger Sub continuing as the surviving entity. Merger Sub has not conducted any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. Merger Sub’s principal executive offices are located at c/o ACRES Commercial Realty Corp., 390 RXR Plaza, Uniondale, New York 11556, and its telephone number is 516-535-0015.

  26. ACC and Manager

    ACC and Manager ACC is a Delaware corporation. ACC is engaged in sourcing, structuring, underwriting and managing first mortgage CRE loans through its subsidiaries, including Manager and other third parties. Since its inception, ACC has provided a lending platform for any phase of middle market commercial real estate projects across industries. ACC sources mortgage loans from known sponsors in its network, subject to its screening and underwriting process, with a focus on first-lien multifamily, industrial, hospitality, mixed-use, office and self-storage loans with sizes ranging from $10 million to $150 million. In 2025, ACC recorded over $2 billion in origination. Manager is a New York limited liability company. Manager is an SEC-registered investment adviser that has been providing asset management and investment advisory services since 2012. In addition to providing management service to the Company, Manager serves as investment manager to various clients that invest in commercial mortgage loan investments, CRE and related assets. As of December 31, 2025, Manager had assets under management (“AUM”) of approximately $4.7 billion. ACC is a privately held company and there is no public trading market for ACC Common Stock. Its principal executive offices are located at 390 RXR Plaza, Uniondale, New York 11556, and its telephone number is 516-535-0015.

  27. Background of the Internalization Merger

    Background of the Internalization Merger The following chronology summarizes the key meetings and events that led to the execution of the Merger Agreement and the Company’s determination to effect the Internalization Merger. The following chronology is a summary and does not purport to catalogue every meeting or action of the Special Committee, as defined below, the Board or the Company’s management. The Board, along with management, regularly discusses and considers opportunities to expand the Company’s business, reduce costs and enhance stockholder value. From time to time, these opportunities have included the discussion and consideration of various strategic transactions, including mergers, acquisitions, partnerships, investments, joint ventures, and other business initiatives and structural changes. As part of these discussions, the Board and the Company’s management have generally considered the potential benefits of internalizing the Company’s management, particularly because (i) many other externally-managed mortgage REITs have internalized in recent years as a means to increase shareholder value, and (ii) many mortgage REITs have considered strategic transactions as a path to increasing size and scale. The Board and management also discussed the challenges many mortgage REITs have faced in growing their asset bases through traditional capital raising, in light of the sector generally trading at significant discounts to book value. As part of these ongoing discussions and considerations, the Board would periodically discuss and consider strategic transactions that might include ACC, the Manager or their affiliates, particularly in light of potential synergies with the Company and the potential for the Company to increase its size and scale through any such transaction. During these discussions, the Board took note that ACC, through the Manager, managed a large amount of complimentary assets to the Company and that ACC, by virtue of management fees it receives from clients other than the Company, could produce an additional revenue stream for the Company. Some of these discussions included presentations and/or materials from financial and other advisors regarding strategic transactions, including an internalization and/or combination with ACC. At a Board meeting on October 29, 2025, the Board discussed an internalization of management, and the potential to grow the Company’s equity base and explore an accretive structure. At this Board meeting, the Board considered an internalization in a more deliberate manner. At the Board’s instruction, members of the Company’s management prepared, on behalf of ACC and for the purpose of facilitating a more refined discussion regarding the Internalization Merger, a more detailed financial analysis of an internalization through a combination of the Company with ACC. Following the Board meeting on October 29, 2025, a number of informal discussions were held among independent directors, as well as with the Company’s management, regarding the potential benefits of an internalization through the acquisition of ACC by the Company. As part of these discussions, the Board discussed with management how, among other things, the proposed internalization transaction could reduce costs, align stockholders’ interest with that of management, provide enhanced transparency and governance, and grow stockholder value through the addition of investment advisory income. In early January 2026, ACC, through the Company’s management, provided the Board with a detailed financial analysis of the Internalization Merger, as well as additional materials regarding internalizations generally. Near the end of January, the Board assessed that it would be beneficial to consider a more formal review of an internalization by acquiring ACC and issuing shares of common stock as consideration. Recognizing the interests that certain members of the Board might have in the transaction, and upon the advice of legal counsel, the Board determined that a special committee consisting solely of independent and disinterested members should be responsible for negotiating, considering, reviewing and potentially approving the terms of the Internalization Merger. On January 27, 2026, the Board formed a special committee (the “Special Committee”), consisting of P. Sherrill Neff, Karen Edwards, Gary Ickowicz and Steven J. Kessler, all of whom are independent directors of the Board and are disinterested in the Internalization Merger, and delegated to the Special Committee the authority to negotiate, consider, review and potentially approve the terms of the Internalization. Mr. Neff was appointed the Chairman of the Special Committee by the Board. As discussed below, the Special Committee held a total of 30 meetings. On February 5, 2026, the Special Committee held a meeting and discussed the potential benefits of the Internalization Merger, including cost savings, increased equity base, enhanced brand visibility, alignment of interest and the additional fee income from ACC’s investment advisory business. The Special Committee also discussed the potential risks of the Internalization Merger, including dilution of current stockholders’ ownership, uncertain stockholder vote outcome, and general timing and execution risks. The Special Committee also reviewed and discussed an analysis of ACC’s financial impact on the Company, if combined, as presented in materials provided to the Special Committee from ACC. In February 2026, the Special Committee, after interviewing various potential advisors, engaged accountants, legal counsel, a financial advisor, and a compensation consultant to assist and advise the Special Committee and the Company in relation to the Internalization Merger. In particular, Hunton Andrews Kurth LLP (“Hunton”), was engaged as legal counsel to the Special Committee, and BTIG, LLC (“BTIG”) was engaged as the financial advisor to the Special Committee on the basis of BTIG’s experience with similar transactions and its reputation in the financial services industry as a nationally recognized investment banking firm. On February 10, 2026, the Special Committee held a meeting with representatives of ACC, whereby the parties discussed a financial analysis prepared by ACC regarding the potential benefits of the Internalization Merger. Following that meeting, and at the instruction of the Special Committee, representatives of ACC refined such analysis to reflect the discussion and questions asked by the Special Committee. In February 2026, at the instruction of the Special Committee, ACC held various meeting with the professional advisors to discuss the potential structure, mechanics and timeline of the Internalization, and provided periodic updates to the Special Committee. In addition, the Special Committee held meetings on February 13, 2026, February 19, 2026, February 20, 2026, March 3, 2026 and March 10, 2026 (including multiple meetings on certain dates), whereby the members of the Special Committee discussed the progress of various Internalization Merger-related workstreams and the financial model. During the period of time, ACC also held discussions with its legal and other advisors on various aspects of the proposed Internalization Merger. On March 17, 2026, Hunton, legal counsel to the Special Committee, circulated the initial draft of the Merger Agreement reflecting the Internalization Merger to the Special Committee. Hunton also circulated the draft Merger Agreement to BTIG and the Company’s Maryland legal counsel. On March 18, 2026, Hunton circulated the initial drafts of term sheets related to the employment agreements that the Company expected to enter into with certain members of senior management in connection with the Internalization Merger (the “Employment Term Sheets”) to the Special Committee. The drafts reflected comments and input received from the compensation consultant to the Special Committee.

  28. Background of the Internalization Merger

    On March 19, 2026, Hunton circulated the draft terms of 2026 EIP to the Special Committee. The draft reflected comments and input received from the compensation consultant to the Special Committee. On March 20, 2026, the Special Committee held a meeting with Hunton to discuss the terms of the Merger Agreement, after which Hunton revised the Merger Agreement. On March 24, 2026, at the direction of the Special Committee, Hunton circulated a draft of the Merger Agreement to ACC. On March 24, 2026, management of the Company and representatives of ACC, BTIG and Hunton held a meeting to discuss the progress of the Merger Agreement, financial statements and other workstreams related to the Internalization Merger. On March 24, 2026, the Special Committee held a meeting with representatives of the compensation consultant to review and discuss the compensation consultant’s findings regarding the Company’s director and executive compensation compared to its peer group. Based on these findings, the compensation consultant proposed certain changes to the Company’s existing director and executive compensation structure. On March 25, 2026, the Special Committee held a meeting with representatives of Hunton to review and discuss the proposed terms and features of the 2026 EIP, which was circulated to the Special Committee in advance of the meeting. The representatives of Hunton provided a general review of the 2026 EIP, noting that it is a customary plan for employees, directors and those who provide services to the Company, and that the Special Committee’s compensation consultant had provided advice to ensure the plan’s compliance with ISS guidelines. The representatives of Hunton also answered questions from the Special Committee about the types of awards granted under the 2026 EIP, and administration and other key provisions of the 2026 EIP. On March 26, 2026 and March 30, 2026, the Special Committee held meetings with representatives of BTIG to review and discuss their financial analyses of the Internalization Merger which included, among other things, the historical and projected financial information of ACC, valuation metrics and methodologies, case studies of publicly traded comparable businesses, and other factors that could be relevant in the calculations and determination of the Exchange Ratio and the Merger Consideration. The Special Committee and representatives of BTIG also discussed the potential impact on ACC’s financial condition of an economic slowdown, and assessed ACC’s efforts in mitigating such impact. Following discussion, the Special Committee directed that BTIG should use the projected financial information of ACC in performing financial analyses relating to the rendering of their fairness opinion to the Special Committee. On March 27, 2026, the Special Committee held a joint meeting with the Compensation Committee and representatives of the compensation consultant to discuss compensation of executive officers. On March 30, 2026, the Special Committee held a joint meeting with the Compensation Committee to review and discuss the termination benefits for the executive officers. On March 31, 2026, the Special Committee held a meeting with the compensation consultant and Hunton to discuss the Employment Term Sheets. Hunton, with the input of the Special Committee’s compensation consultant, had advised the Special Committee as to the types of customary terms these employment arrangement include. On March 31, 2026, Hunton distributed a revised version of the Merger Agreement to the Special Committee, which reflected comments from ACC on the version ACC received on March 24, 2026. Representatives of Hunton discussed these comments with the Special Committee on April 1, 2026. On April 2, 2026, Hunton, at the request of the Special Committee, distributed a revised draft of the Merger Agreement to ACC that reflected the Special Committee’s review and comments to the draft it discussed with Hunton on April 1, 2026. Following April 2, 2026, the parties continued to discuss and finalize the Merger Agreement and related documents. On April 3, 2026, Hunton distributed the revised Employment Term sheets to the Special Committee, which reflected comments from the Special Committee on March 30, 2026. The Special Committee also held meetings on April 7, 2026, April 9, 2026, April 21, 2026 and April 29, 2026, whereby the members of the Special Committee discussed the progress of negotiations and other various Internalization-related workstreams. In addition to these meetings, Mr. Neff has discussed with Andrew Fentress various business and financial issues relating to the Internalization Merger, including negotiations of the purchase price. Mr. Neff has reported the results of these discussions to the Special Committee. On April 29, 2026, the final meeting of the Special Committee was held. This meeting was attended by representatives of Hunton, BTIG, and management. In advance of the meeting, the Special Committee had been provided near final drafts of the Merger Agreement and other documents relevant to the Internalization Merger and the Special Committee’s consideration. A detailed discussion ensued regarding the Internalization Merger, the Merger Agreement and the related documents. During this meeting, representatives of BTIG reviewed with the Special Committee their financial analyses of the Merger Consideration. Representatives of BTIG also delivered to the Special Committee a customary relationship disclosure letter confirming the absence of certain relationships between BTIG, on the one hand. and the Company, ACC and the Manager, on the other hand, over the prior two years. Thereafter, BTIG delivered an oral opinion, subsequently confirmed by delivery of a written opinion, to the Special Committee, to the effect that, as of that date and based upon and subject to the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, the Merger Consideration to be issued by the Company to the holders of ACC Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to the Company. Following such discussion, the Special Committee unanimously determined that the Internalization Merger is advisable and in the best interests of the Company and its stockholders and approved the Merger Agreement, Internalization Merger and the other transactions contemplated by the Merger Agreement, and recommended that the Board approve the Merger Agreement, the Internalization Merger and the other transactions contemplated by the Merger Agreement, and recommend that the stockholders of the Company approve the Stock Issuance. On April 29, 2026, the disinterested members of the Board, acting upon the recommendation of the Special Committee, determined that the Internalization Merger is advisable and in the best interests of the Company and its stockholders and approved the Merger Agreement and the Internalization Merger and the other transactions contemplated by the Merger Agreement, and resolved to recommend that the stockholders of the Company approve the Stock Issuance. Messrs. Fentress and Fogel recused themselves from any vote related to the Internalization Merger because of their respective interests in ACC. In addition, the Board, acting upon the recommendation of the Compensation Committee, determined that the it is advisable and in the best interests of the Company to approve, and therefore resolved to approve (i) the 2026 EIP, and (ii) the Employment Term Sheets, in anticipation of the employment agreements that certain members of senior management are expected to enter into with the Company in connection with the Internalization Merger.

  29. Interests of the Company’s Directors and Executive Officers in the Internalization Merger

    Interests of the Company’s Directors and Executive Officers in the Internalization Merger In considering the recommendation of the Board, upon the recommendation of the Special Committee, to approve the Stock Issuance Proposal, stockholders should be aware that certain executive officers and directors of the Company may have certain interests in the Internalization Merger that may be different from, or in addition to, the interests of stockholders generally and that may present actual or potential conflicts of interest. Certain directors and executive officers of the Company are currently holders of ACC Common Stock and are expected to receive shares of Company Common Stock as Merger Consideration; specifically, Mr. Fentress, Mr. Fogel and Ms. Jesberger are expected to receive substantial amounts of Company Common Stock (see also “Proposal 4: The Stock Issuance Proposal – NYSE Requirements”). We expect that our directors and executive officers will collectively be issued approximately 5.2 million shares of Company Common Stock as Merger Consideration. Each of Mr. Fentress, Mr. Fogel, Ms. Jesberger and Mr. Eldron Blackwell are also expected to enter into employment agreements with the Company, pursuant to which they will provide continued service to the Company following the Internalization Merger. The non-binding terms that are expected to be included in the employment agreements are summarized in our Current Report on Form 8-K, filed with the SEC on April 30, 2026; such summary does not purport to be a complete description of the anticipated employment agreements. Members of the Special Committee are entitled to receive compensation for their services on the Special Committee in the amount of $15,000 per month for each member, and $25,000 for the chair per month each effective as of February 1, 2026 whereby 50% of the fee is to be paid in cash on a monthly basis and 50% of the fee shall accrue monthly and be paid in equity at the conclusion of the Internalization Merger. Due to the interests described above, the Internalization Merger constitutes a related party transaction. Consistent with NYSE rules and our policies, the Internalization Merger and the other transactions contemplated by the Merger Agreement were approved by the Special Committee, consisting of only independent and disinterested directors. The Board was aware of these interests and considered them, among other matters, in reaching its decision to approve the Internalization Merger and the other transactions contemplated by the Merger Agreement, based on the recommendation of the Special Committee.