ACRES Commercial Realty Corp.

During the three months ended December 31, 2024, no director or officer of the Company adoptedor terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

JPMorgan Chase Master Repurchase Agreement

On March 14, 2025, ACRES SPE 2025-1, LLC, an indirect wholly-owned subsidiary of the Company entered into a master repurchase agreement (the "2025 JPMorgan Chase Facility") with JPMorgan Chase Bank, N.A. ("JPMorgan Chase") to finance existing CRE loans and the origination of new CRE loans. The 2025 JPMorgan Chase Facility has a maximum facility amount of $939.9 million and provides match term funding, with the facility’s maturity date set at the final maturity date of the latest maturing purchased asset. The Company paid a structuring fee to JPMorgan Chase as well as other reasonable closing costs.

The 2025 JPMorgan Chase Facility has a 24-month reinvestment period.

The 2025 JPMorgan Chase Facility includes a minimum interest coverage test and maximum look-through LTV, measured as of the closing date of the facility. There is also 24 months' call protection under the terms of the agreement.

In connection with the 2025 JPMorgan Chase Facility, the Company provided "bad act" guaranties pursuant to a guarantee agreement (the "2025 JPMorgan Chase Guarantee") where the Company is liable for 100% of the repurchase price of the purchase assets and JPMorgan Chase’s losses, costs and expenses only upon the occurrence of certain customary bad acts. The JPMorgan Chase Guarantee includes certain financial covenants required of the Company, including required liquidity, required capital, ratios of total indebtedness to equity and EBITDA requirements.

The 2025 JPMorgan Chase Facility specifies events of default, subject to certain materiality thresholds and grace periods, customary for this type of financing arrangement, including but not limited to: payment defaults; bankruptcy or insolvency proceedings; a change of control of the Seller SPE or the Company; breaches of covenants and/or certain representations and warranties; and a judgment in an amount greater than $250,000 against the Seller SPE or ACRES Realty Funding or $10,000,000 against the Company. The remedies for such events of default are also customary for this type of financing arrangement and include acceleration of the principal amount outstanding under the facility and liquidation by JPMorgan of purchased assets then subject to the facility.

The foregoing description of the 2025 JPMorgan Chase Facility does not purport to be complete and is qualified in its entirety by reference to the full text of 2025 JPMorgan Chase Facility and the Company's guarantee, which have been filed with this Current Report on Form 10-K as Exhibits 99.3(a) and 99.3(b), respectively.

JPMorgan Chase Amendment

On March 14, 2025, we entered into Amendment No. 6 to Guarantee, by and between the Company and JPMorgan Chase, which makes certain amendments and modifications to the Guaranty, dated October 26, 2018 between the Company and JPMorgan Chase, as amended (the "JPM Guarantee") including but not limited to amending (capitalized terms each as defined in the JPM Guarantee) (i) minimum unencumbered Liquidity requirement, (ii) the ratio of Total Indebtedness to Total Equity, (iii) ratio of Adjusted Total Indebtedness to Total Equity, and (iv) EBITDA to Interest Expense ratio. The foregoing description of the Amendment No. 6 to Guarantee does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment No. 6 to Guarantee, which has been filed with this Current Report on Form 10-K as Exhibit 99.1(k).

Morgan Stanley Amendment

On March 14, 2025, the Company entered into Amendment No. 4 to Guaranty (the "Morgan Stanley Amendment") by and between the Company and Morgan Stanley, which makes certain amendments and modifications to the Guaranty, dated November 3, 2021 between the Company and Morgan Stanley, as amended (the "MS Guaranty") including but not limited to (capitalized terms each as defined in the MS Guarantee) (i) minimum unencumbered Liquidity requirement, (ii) the ratio of Total Indebtedness to Total Equity, (iii) ratio of Adjusted Total Indebtedness to Total Equity, and (iv) EBITDA to Interest Expense ratio. The foregoing description of the Morgan Stanley Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Morgan Stanley Amendment, which has been filed with this Current Report on Form 10-K as Exhibit 99.2(g).

Promissory Note

On March 13, 2025, the Company amended and restated the Promissory Note originally issued by ACRES Capital Corp. to ACRES Realty Funding, Inc. (formerly known as RCC Real Estate, Inc.), dated July 31, 2020 for $12 million (the “ACRES Loan”). The ACRES Loan was amended and restated to: (i) be issued by ACRES Holdings, LLC, (ii) provide for a six month option for ACRES Capital Corp. to draw an additional balance of $7.0 million, and (iii) if such option is exercised, (a) to extend the maturity to July 31, 2031, (b) increase the interest rate to 5% and (c) increase the monthly amortization to $50,000 (the “Amended and Restated Promissory Note”).

The foregoing description of the Amended and Restated Promissory Note is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Promissory Note, which is filed as Exhibit 10.6(b) hereto and is incorporated herein by reference.