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ACRES Commercial Realty Corp.

For the period ended May 11, 2026. Filed May 11, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 11, 2026 · Filed May 11, 2026

ACR$12.05-8.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply:

☒No fee required.

☐Fee paid previously with preliminary materials.

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

390 RXR Plaza Uniondale, NY 11556

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on Monday June 22, 2026

To the Stockholders of ACRES COMMERCIAL REALTY CORP.:

You are cordially invited to attend the annual meeting of stockholders of ACRES COMMERCIAL REALTY CORP., a Maryland corporation, to be held virtually atwww.virtualshareholdermeeting.com/ACRES2026 on Monday June 22, 2026, at 11:00 a.m. (the “Meeting”), for the following purposes:

To elect the nine directors named in the enclosed proxy statement to serve until the next annual meeting of stockholders in 2027.

To vote on a non-binding resolution to approve the compensation of our named executive officers (the

“Say on Pay” vote).

To ratify the appointment of PricewaterhouseCoopers LLPas the independent registered public accounting firm for ACRES Commercial Realty Corp. for the fiscal year ending December 31, 2026.

To approve the issuance of approximately 7,487,219 shares of our common stock, subject to certain adjustments, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated April 29, 2026, by and among the Company, ACRES Holdings Sub LLC (“Merger Sub”), a wholly-owned subsidiary of the Company, ACRES Capital Corp. (“ACC”) and ACRES Capital, LLC, the Company’s external manager and a subsidiary of ACC, pursuant to which ACC will merge into Merger Sub. The transaction will result in the internalization of the management of the Company (the “Internalization Merger”).

To approve a proposal to adopt the ACRES Commercial Realty Corp. 2026 Omnibus Equity Incentive Plan (the “2026 EIP”).

To approve a proposal to adjourn the meeting, if necessary or appropriate, for the purpose of soliciting additional proxies for the approval of one or more of the foregoing proposals.

To transact such other business as may properly be brought before the Meeting and any adjournment, postponement or continuation thereof.

We invite all of our stockholders to attend the Meeting, though only stockholders of record at the close of business on April 8, 2026, which we refer to as the record date, will be entitled to vote. You can vote your shares by proxy online, by telephone, by regular mail or at the Meeting. A list of stockholders entitled to vote at the Meeting will be available for inspection at the Meeting atwww.virtualshareholdermeeting.com/ACRES2026 and for 10 days before the Meeting at our offices at 390 RXR Plaza, Uniondale, New York.

Whatever method you choose, we recommend that you vote in advance of the Meeting. For instructions on voting, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received a hard copy of the Proxy Statement, on the enclosed proxy card. You can choose to receive proxy materials by mail or e-mail if you request them and you continue to have the right to vote by mail, as well as by telephone and on the Internet.

By order of the Board of Directors,

Jaclyn A. Jesberger, Secretary

May 11, 2026

YOUR VOTE IS IMPORTANT

Instead of mailing a printed copy of our proxy materials to all of our stockholders, we are using the “Notice and Access” method of providing proxy materials to stockholders via the Internet. This process provides stockholders with a convenient and quick way to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and mailing these materials. Accordingly, on or about May 11, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record on our books at the close of business on April 8, 2026, which is the record date for the Meeting, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request receipt of proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

If you are a stockholder of record, you may vote in one of the following ways:

Vote over the Internet, by going to www.proxyvote.com (have your Notice or proxy card in hand when you access the website);

Vote by Telephone, by calling the toll-free number 1-800-690-6903 (have your Notice or proxy card in hand when you call);

Vote by Mail, if you received a printed copy of the proxy materials, by returning the proxy card (signed and dated) in the envelope provided; or

Vote in person at the Meeting, by going to www.virtualshareholdermeeting.com/ACRES2026. To participate and vote your shares at the Meeting, you will need the 16-Digit Control Number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

If your shares are held in “street name,” meaning that they are registered in the name of a broker or other nominee, you will receive instructions from such broker or nominee that you must follow for your shares to be voted.

Whether or not you plan to attend the Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented at the Meeting.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 22, 2026: The proxy statement and our 2025 annual report are available at https://www.acresreit.com/annual-reports-and-proxies.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.