Form 4: Eagle Point Sells ACR Preferred Stock Under 10b5-1 Plan

Eagle Point Credit Management and Eagle Point DIF GP I reported a sale of ACRES Commercial Realty Corp. Series C Preferred Stock, while disclaiming beneficial ownership.

Summary

• Eagle Point Credit Management LLC and Eagle Point DIF GP I LLC, both 10% owners and directors of ACRES Commercial Realty Corp. (ACR), reported a transaction.
• On November 17, 2025, 718 shares of 8.625% Series C Preferred Stock were sold at a price of $25.17 per share.
• Following this transaction, the reporting persons indirectly beneficially own 763,436 shares of 7.875% Series D Preferred Stock, 1,177,060 shares of Common Stock, and 389,099 shares of 8.625% Series C Preferred Stock.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• The reporting persons disclaim beneficial ownership of the reported securities for Section 16 purposes and any other purpose, despite potentially having an "indirect pecuniary interest."

Sentiment

Score: 6

Explanation: The sale of a relatively small number of preferred shares by a significant institutional investor, especially under a Rule 10b5-1 plan, is generally neutral. The continued substantial holdings across different security types and the disclaimer of beneficial ownership suggest a routine portfolio management action rather than a strong negative signal.

Positives

• The reporting persons continue to hold significant indirect stakes in ACRES Commercial Realty Corp., including 763,436 shares of Series D Preferred Stock, 1,177,060 shares of Common Stock, and 389,099 shares of Series C Preferred Stock.
• The reported sale was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged transaction rather than a discretionary sale based on new information.

Negatives

• A sale of 718 shares of 8.625% Series C Preferred Stock occurred.

Risks

• The reporting persons disclaim beneficial ownership of the securities, which could introduce ambiguity regarding their direct control or influence over these holdings, despite being identified as 10% owners and directors.

Future Outlook

The filing indicates a pre-arranged transaction under a Rule 10b5-1(c) plan, suggesting a planned disposition rather than a reaction to immediate future expectations. No specific forward-looking guidance from the issuer is provided.

Management Comments

• "The securities are directly held by certain private investment funds and/or certain accounts (the 'Applicable Accounts') managed by Eagle Point Credit Management LLC ('EPCM')."
• "Eagle Point DIF GP I LLC ('DIF GP') serves as general partner to certain Applicable Accounts."
• "EPCM and DIF GP could be deemed to have an 'indirect pecuniary interest' (within the meaning of Rule 16a-1(a)(2)(ii) under the Securities Exchange Act of 1934) in securities reported herein."
• "Each of the Reporting Persons hereby disclaims beneficial ownership of the securities described in this report pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any of the reported securities for purposes of Section 16 or for any other purpose."

Industry Context

This Form 4 filing reflects an insider transaction by a significant shareholder and director of ACRES Commercial Realty Corp., a real estate investment trust (REIT). Such transactions are common for institutional investors managing various funds and accounts, often executed under pre-planned trading arrangements (Rule 10b5-1 plans) to manage portfolio allocations or liquidity without implying a specific market view.

Comparison to Industry Standards

• Not applicable, as this filing reports a specific insider transaction rather than company performance or operational results that would be benchmarked against industry peers.

Related Party Transactions

• The transaction involves a 10% owner and director of ACRES Commercial Realty Corp., making it a related party transaction.

Stakeholder Impact

• For shareholders, the sale of a small number of preferred shares by a significant institutional investor under a Rule 10b5-1 plan is unlikely to have a material impact on the company's operations or strategic direction.
• The disclaimer of beneficial ownership by the reporting persons clarifies their legal position regarding the reported securities, which is primarily a technical legal point for regulatory compliance.

Next Steps

• No specific future actions or milestones for the issuer are mentioned in this Form 4 filing.

Key Dates

Recommendation

The reported transaction is a relatively small sale of preferred stock by a 10% owner and director, executed under a Rule 10b5-1 plan. This suggests a pre-planned portfolio adjustment rather than a reaction to new material information about ACRES Commercial Realty Corp. The reporting persons continue to hold substantial indirect stakes in the company's common and preferred stock. Given the routine nature of the transaction and the disclaimer of beneficial ownership, it does not provide a strong signal for a 'buy' or 'sell' recommendation, thus a 'hold' is appropriate as it doesn't fundamentally alter the investment thesis based solely on this filing.

Keywords

ACRES Commercial Realty Corp, ACR, Eagle Point Credit Management, Eagle Point DIF GP I, Form 4, insider transaction, preferred stock, common stock, beneficial ownership, Rule 10b5-1