SCHEDULE: ACRES Commercial Realty Corp. Merger Completion & Ownership Update

ACRES Commercial Realty Corp. announces the completion of its merger with ACRES Capital Corp, resulting in significant share allocations to key reporting persons.

Summary

• This filing reports the completion of a merger between ACRES Commercial Realty Corp. (the "Company") and ACRES Capital Corp ("ACC").
• The merger was completed on August 6, 2026, with ACC merging into a subsidiary of the Company.
• As a result of the merger, each share of ACC common stock was converted into 2.61882 shares of the Company's common stock.
• Andrew Fentress, ESD Capital, LLC, Priority One Productions LLC, and Wendy Fentress are reporting beneficial ownership of shares acquired through this merger and their existing ownership in the Manager.
• The total number of shares issued to the reporting persons in connection with the merger is 1,880,666.
• Andrew Fentress beneficially owns 1,074,654 shares (7.99%), ESD Capital, LLC owns 988,453 shares (7.35%), Priority One Productions LLC owns 892,213 shares (6.63%), and Wendy Fentress owns 892,213 shares (6.63%).
• The percentage calculations are based on 13,452,489 shares of Common Stock outstanding as of August 6, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, primarily indicating a completed merger and a significant ownership stake by key individuals and entities, without immediate strong indicators of significant positive or negative future performance.

Positives

• Completion of the merger between ACRES Commercial Realty Corp. and ACRES Capital Corp. on August 6, 2026.
• Significant share ownership established by key individuals and entities (Andrew Fentress, ESD Capital, LLC, Priority One Productions LLC, Wendy Fentress) post-merger.
• Clear conversion ratio of 2.61882 shares of Company common stock for each share of ACC common stock.

Negatives

• No explicit negative financial results or operational challenges are detailed in this specific filing.
• The filing is primarily a disclosure of ownership following a corporate action, not a financial performance report.

Risks

• The filing does not explicitly detail any new risks associated with the merger or ongoing operations.
• Potential risks could include integration challenges post-merger, market reception to the combined entity, and the general risks inherent in the commercial real estate sector.

Future Outlook

This filing does not contain specific forward-looking statements or guidance. It primarily reports on a completed transaction and resulting ownership structure.

Management Comments

• Andrew Fentress serves as Chairman of the Board and Managing Director - Capital Markets of the issuer.
• The reporting persons have made a joint filing, but this does not constitute an admission that a group exists under the Exchange Act.

Industry Context

StockSavvy.ai notes that this filing pertains to a significant corporate event (merger completion) within the commercial real estate finance sector. Such events often lead to shifts in market perception and strategic positioning for the involved entities.

Comparison to Industry Standards

• The conversion ratio of 2.61882 shares is specific to this merger and does not have a direct industry standard comparison without further context on the relative valuations of the merging entities.
• The reported ownership percentages (7.99%, 7.35%, 6.63%) indicate substantial stakes by key individuals and entities, which is common in privately influenced or closely held public companies, but less so in widely dispersed institutional holdings.

Related Party Transactions

• Andrew Fentress is the sole member of ESD Capital, LLC.
• Wendy Fentress is the controlling member of Priority One Productions LLC.
• Andrew Fentress is the spouse of Wendy Fentress.
• The reporting persons' ownership of ACRES Capital, LLC (the "Manager") and allocations of ACR Common Stock led to their share acquisition in the merger.

Stakeholder Impact

• Shareholders of ACRES Commercial Realty Corp. will see a change in the ownership structure and potentially a more concentrated influence from the reporting persons.
• Shareholders of ACRES Capital Corp. have converted their holdings into shares of ACRES Commercial Realty Corp., impacting their investment.

Next Steps

• The merger has been completed, and the reporting persons have disclosed their beneficial ownership.
• Ongoing monitoring of ACRES Commercial Realty Corp.'s performance and strategic direction post-merger is implied.

Key Dates

Keywords

Merger, ACRES Commercial Realty Corp., ACRES Capital Corp, Schedule 13D, Beneficial Ownership, Shareholder, Corporate Action, Investment