Form 4: ACRE CFO Granted 44,000 Restricted Stock Units

Ares Commercial Real Estate Corp's CFO, Jeffrey Michael Gonzales, was granted 44,000 restricted stock units under the company's equity incentive plan.

Summary

• Jeffrey Michael Gonzales, CFO and Treasurer of Ares Commercial Real Estate Corp (ACRE), was granted 44,000 restricted stock units (RSUs) on December 11, 2025.
• The grant was made under the Ares Commercial Real Estate Corporation Amended and Restated 2012 Equity Incentive Plan.
• Each restricted stock unit represents the right to receive one share of the Issuer's common stock upon vesting.
• The 44,000 RSUs will vest in three equal annual installments, with the first installment beginning on January 1, 2027, subject to Mr. Gonzales's continued service to the Issuer.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Following this transaction, Mr. Gonzales directly beneficially owns 94,751 shares of common stock, which includes 80,666 previously granted restricted stock units that vest in installments according to their respective award agreements.

Sentiment

Score: 7

Explanation: The grant of restricted stock units to the CFO is a positive signal for management alignment with shareholder interests and long-term retention. While not directly impacting immediate financial performance, it reflects a standard and generally favorable executive compensation practice.

Positives

• The grant of restricted stock units aligns the CFO's financial interests with those of shareholders, incentivizing long-term company performance.
• The multi-year vesting schedule encourages the CFO's continued service and commitment to the company's strategic objectives.

Negatives

• The grant of restricted stock units, upon vesting and conversion to common stock, will result in a minor dilution of existing shareholders' ownership percentage.
• There is no immediate cash inflow for the CFO from this specific grant, as it is equity-based compensation with future vesting conditions.

Risks

• The restricted stock units are subject to forfeiture if the CFO's employment with the company terminates before the specified vesting dates.
• Future dilution for existing shareholders will occur when the RSUs vest and convert into common stock, increasing the total number of outstanding shares.

Future Outlook

The vesting schedule for the restricted stock units indicates a planned long-term incentive structure for the CFO, aligning future compensation with sustained company performance and continued service through at least January 1, 2027, and beyond.

Industry Context

The grant of restricted stock units to a key executive like the CFO is a common practice within the real estate investment trust (REIT) sector and broader publicly traded company landscape. This form of equity compensation is widely used to attract, retain, and motivate top talent by linking their financial success directly to the company's stock performance and long-term value creation.

Comparison to Industry Standards

• This RSU grant is consistent with standard executive compensation practices observed across the REIT industry and other publicly traded companies.
• Many peer companies, such as Blackstone Mortgage Trust (BXMT) and Starwood Property Trust (STWD), also utilize equity incentive plans, including restricted stock units, to align executive interests with shareholder value.
• The vesting schedule, contingent on continued service, is a typical mechanism to ensure executive retention and long-term commitment, comparable to similar plans at companies like Ladder Capital Corp (LADR) or KKR Real Estate Finance Trust Inc. (KREF).

Corporate Governance

Related Party Transactions

• The grant of restricted stock units to Jeffrey Michael Gonzales, the CFO, constitutes a related party transaction as it involves compensation provided by the company to a key executive.

Stakeholder Impact

• Shareholders: Potential long-term benefit from aligned management incentives; minor future dilution upon vesting of RSUs.
• Employees (CFO): Increased equity stake and incentive for continued performance and retention within the company.

Next Steps

• Vesting of the 44,000 restricted stock units in three equal annual installments, commencing on January 1, 2027.
• Continued service of Jeffrey Michael Gonzales as CFO and Treasurer to meet vesting conditions.

Key Dates

Recommendation

This Form 4 reports a routine equity compensation grant to a key executive, which is a standard practice for aligning management incentives. It does not provide new information regarding the company's operational or financial performance that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as this filing alone does not alter the fundamental investment thesis.

Keywords

Ares Commercial Real Estate, ACRE, Jeffrey Michael Gonzales, CFO, Restricted Stock Units, RSU Grant, Equity Incentive Plan, Insider Transaction, Executive Compensation, Form 4, Corporate Governance