Form 4: ACRE CEO Sells Shares for Tax Obligations

Ares Commercial Real Estate Corp's CEO, Bryan Patrick Donohoe, sold 21,761 shares of common stock on January 14, 2026, to cover tax withholding obligations.

Summary

• Bryan Patrick Donohoe, Chief Executive Officer of Ares Commercial Real Estate Corp (ACRE), reported a transaction involving the company's common stock.
• On January 14, 2026, Mr. Donohoe disposed of 21,761 shares of common stock.
• The shares were sold at a weighted average price of $4.9276 per share, with individual transaction prices ranging from $4.89 to $4.97.
• The purpose of this sale was to cover tax withholding obligations related to the vesting of common stock.
• Following this transaction, Mr. Donohoe beneficially owns 250,197 shares of common stock directly.
• The beneficially owned shares include 99,166 restricted stock units (RSUs) granted under the Ares Commercial Real Estate Corporation Amended and Restated 2012 Equity Incentive Plan, which vest in installments and each represent the right to receive one share of common stock upon vesting.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 5

Explanation: The transaction is a routine sale of shares by the CEO to cover tax withholding obligations upon the vesting of common stock, which is a common practice and not indicative of a change in sentiment towards the company or its future prospects. It is a neutral event.

Positives

• The sale was explicitly for tax withholding obligations, indicating it was not a discretionary sale based on a change in sentiment towards the company.
• The CEO continues to hold a significant number of shares (250,197) and restricted stock units (99,166), demonstrating continued alignment with shareholder interests.

Negatives

• The CEO's direct beneficial ownership of common stock decreased by 21,761 shares as a result of the sale.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook, as it is solely a report of an insider transaction.

Management Comments

• The reporting person undertakes to provide to Ares Commercial Real Estate Corporation, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote.

Industry Context

Insider transactions, particularly sales to cover tax withholding obligations upon equity vesting, are a common and routine occurrence for executives in publicly traded companies across all industries. This type of transaction is generally not indicative of a change in the company's operational performance or strategic direction.

Comparison to Industry Standards

• The sale of shares by an executive to cover tax withholding obligations upon the vesting of equity awards is a standard practice in executive compensation across the industry.
• This transaction aligns with typical corporate governance practices where equity compensation is a significant component of executive pay, and tax liabilities arise upon vesting.
• There are no specific comparable companies, projects, or results mentioned in this Form 4 to provide a direct comparative assessment beyond the routine nature of the transaction.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary sale for tax purposes, not signaling a change in management's confidence.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Continued vesting of the remaining 99,166 restricted stock units held by the CEO, as per the applicable restricted stock unit award agreement.

Key Dates

Recommendation

The transaction reported is a routine sale of shares by the CEO to cover tax withholding obligations associated with the vesting of equity awards. This is a common and expected event for executives and does not typically signal a change in the company's fundamentals or management's long-term outlook. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

Ares Commercial Real Estate Corp, ACRE, Bryan Patrick Donohoe, CEO, Form 4, Insider Transaction, Stock Sale, Tax Withholding, Restricted Stock Units, Equity Incentive Plan, Corporate Governance