ACRES Commercial Realty Corp.

Current report

Our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission includes detailed discussion of our risk factors under the heading “Risk Factors.” Set forth below are certain additional factors related to the proposed Merger and Internalization.

Current report

Risks Relating to the Proposed Merger and Internalization

Current report

Completion of the Merger remains subject to conditions that we cannot control.

Current report

The Merger is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including the approval of our stockholders. There are no assurances that all of the conditions necessary to consummate the Merger will be satisfied or that the conditions will be satisfied in the time frame expected. If the Merger is not completed within the expected timeframe or at all, such delay or failure to complete the Merger may materially and adversely affect the synergies and other benefits that we may expect to achieve as a result of the Merger and Internalization and could result in additional transaction costs, loss of revenue or other effects associated with uncertainty about the Merger and Internalization, and the trading price of our common stock may decline significantly.

Current report

We may fail to realize all of the expected benefits of the Merger or those benefits may take longer to realize than expected.

Current report

We will be required to devote management attention and resources to the integration of ACC’s business in order to realize the anticipated benefits and synergies of the Merger and Internalization. We may encounter potential difficulties in combining the companies, including, but not limited to, the inability to achieve the expense efficiencies expected to result from the Merger, potential unknown liabilities and unforeseen increased expenses associated with the Merger and ACC’s operations, and possible inconsistencies in standards, control procedures and policies.

Current report

It is possible that the integration process could take longer than anticipated or that the management of the combined organizations and achievement of anticipated benefits and synergies could be more difficult than expected. The integration of ACC into the Company could also result in the disruption of ongoing businesses, processes, systems and business relationships or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect our ability to achieve the anticipated benefits of the Merger. The integration process is subject to a number of risks and uncertainties, and no assurance can be given that the anticipated benefits of the Merger will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could adversely affect our business, financial condition and results of operations.

Current report

We have incurred, and may continue to incur, direct and indirect costs as a result of the Merger.

Current report

We have incurred substantial legal, accounting, financial advisory and other expenses in connection with and as a result of completing the Merger and Internalization and we may may incur additional expenses in connection with the completion of the Merger and Internalization. There are a number of factors beyond our control that could affect the total amount or the timing of the transaction and integration expenses. Many of the expenses that will be incurred are, by their nature, difficult to estimate accurately at the present time.

Current report

None.

Previous report

As of the date of this report, there have been no material changes to the risk factors disclosed under Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission ("SEC"), except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Previous report

Issuer Purchases of Equity Securities

Previous report

In March 2016, our Board approved a securities repurchase program. In November 2020, our Board authorized and approved the continued use of our existing share repurchase program in order to repurchase up to $20.0 million of our outstanding shares of common stock. From November 2023 through April 2025, our Board authorized and approved the repurchase of an additional $25.0 million of outstanding shares of both common and preferred stock. At September 30, 2025, $2.5 million remained available under this repurchase program. In October 2025, our Board authorized and approved the repurchase of an additional $7.5 million of outstanding shares of both common and preferred stock.

Previous report

The following table presents information about our common and preferred stock repurchases made during the nine months ended September 30, 2025 in accordance with our repurchase program (dollars in thousands, except per share data):

Previous report

The average price paid per share as reflected above includes broker fees and commissions.