ACRES Commercial Realty to Buy ACRES Capital and Bring Management In‑House in All‑Stock Deal

Overview

• ACR announced a definitive all‑stock agreement to acquire ACRES Capital Corp. and internalize its external manager, with closing targeted for the third quarter of 2026 pending stockholder approval and SEC proxy materials.
• At closing, ACR plans to issue about 7.5 million shares priced at fully diluted book value, with a net increase of roughly 6.3 million shares after eliminating shares held in consolidation.
• Management projects assets under management to rise from $2.2 billion to about $4.7 billion and expects new recurring fees from an evergreen fund to reduce swings tied to capital markets.
• Leadership remains in place with Andrew Fentress as board chair and Mark Fogel as president, and management and employees are expected to own over 45% of the company at closing to align incentives.
• For Q1 2026, ACR reported a $1.0 million GAAP net loss, while originating $496 million of loans and completing a $1 billion commercial real estate loan securitization in February to support portfolio growth.