{"filing":{"accession_number":"0001193125-26-338197","cik":"0001332551","ticker":"ACR-PD","company_name":"ACRES Commercial Realty Corp.","form":"8-K","filing_date":"2026-08-06","report_date":"2026-08-06","primary_document":"acr-20260806.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1332551/000119312526338197/acr-20260806.htm"},"events":[{"id":25659,"run_id":23286,"accession_number":"0001193125-26-338197","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"ACRES Commercial Realty Corp. completed a merger and internalization transaction on August 6, 2026, acquiring ACRES Capital Corp. (its external manager) through a merger with a subsidiary. The transaction resulted in the issuance of 7,478,462 shares of common stock as merger consideration and the termination of the external management agreement, fundamentally changing the company's governance and operational structure.","company_name":"ACRES Commercial Realty Corp.","ticker":"ACR-PD","filing_date":"2026-08-06","form":"8-K","submitted_at":null,"items":[{"id":26546,"accession_number":"0001193125-26-338197","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 1.02 discloses termination of a Management Agreement upon completion of a Merger. The filing references incorporation by reference to Item 2.01 (which typically covers material acquisitions, mergers, or changes of control). The termination of the management agreement is a direct consequence of the merger transaction, making the merger the material event. The supplemental financial statements (EX-99.1) support a significant corporate transaction context.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:20:59.576622+00:00","company_name":"","ticker":null,"filing_date":""},{"id":26547,"accession_number":"0001193125-26-338197","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a merger and internalization transaction on August 6, 2026, whereby ACRES Commercial Realty Corp. acquired ACRES Capital Corp. (the external manager) through a merger with a subsidiary, resulting in the issuance of 7,478,462 shares of common stock and the termination of the external management agreement. This is a material acquisition and change of control event under Item 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:20:59.576622+00:00","company_name":"","ticker":null,"filing_date":""},{"id":26549,"accession_number":"0001193125-26-338197","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses an unregistered issuance of ACR Common Stock pursuant to a Merger Agreement as consideration for a merger transaction. The filing incorporates by reference Item 2.01 (which typically covers material acquisitions and mergers), indicating this is a material M\u0026A event. The stock issuance under Section 4(a)(2) exemption is the mechanism for equity consideration in the merger, making this fundamentally a merger/acquisition disclosure rather than a standalone dilutive equity issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:20:59.576622+00:00","company_name":"","ticker":null,"filing_date":""},{"id":26551,"accession_number":"0001193125-26-338197","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The Item 7.01 disclosure references the \"closing of the Merger and Internalization\" and an offering of notes. The press release (Exhibit 99.3) is furnished to announce these material corporate transactions. While the Item 7.01 itself is a Regulation FD disclosure (furnished, not filed), the substance disclosed concerns the completion of a merger and internalization transaction, which constitutes a material acquisition/change-of-control event. The supporting financial statements (EX-99.1) show significant balance sheet changes consistent with a major transaction, including new redeemable interests and substantial changes in equity structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:20:59.576622+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":25660,"run_id":23286,"accession_number":"0001193125-26-338197","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.94,"summary":"ACRES Commercial Realty Corp. completed two material debt transactions: (1) assumption of a $185 million term loan facility with MassMutual and other lenders, and (2) completion of a $200 million private placement of 8.625% Senior Secured Notes due 2031. These transactions created substantial new direct financial obligations to support the merger and internalization.","company_name":"ACRES Commercial Realty Corp.","ticker":"ACR-PD","filing_date":"2026-08-06","form":"8-K","submitted_at":null,"items":[{"id":26545,"accession_number":"0001193125-26-338197","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses two material debt transactions: (1) assumption of a $185 million term loan facility with MassMutual and other lenders, and (2) completion of a $200 million private placement of 8.625% Senior Secured Notes due 2031. Both represent creation of new direct financial obligations. While the section is titled \"Entry into a Material Definitive Agreement,\" the substance is the issuance of debt securities and credit facilities, which falls squarely under debt_issuance rather than a generic agreement classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:20:59.576622+00:00","company_name":"","ticker":null,"filing_date":""},{"id":26548,"accession_number":"0001193125-26-338197","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 discloses the creation of direct financial obligations through the issuance of Notes and assumption of the Barings Facility, as referenced from Item 1.01. The consolidated financial statements show significant new borrowings in 2025 ($130M in proceeds from credit facilities and notes payable per the cash flow statement) and increased total borrowings from $179.1M to $147.3M at the parent level, plus substantial increases in Consolidated Fund borrowings from $568.8M to $1,283.9M. This represents material debt issuance activity typical of a capital markets transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:20:59.576622+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":25661,"run_id":23286,"accession_number":"0001193125-26-338197","anchor_item_number":"5.02","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"ACRES Commercial Realty Corp. entered into employment agreements with seven executive officers (Fogel, Fentress, Reasoner, Jesberger, Brengel, Blackwell, and Persaud) effective August 6, 2026, in connection with the merger and internalization. The agreements specify base salaries ranging from $300,000 to $600,000, target annual cash bonuses of at least 50% of base salary, severance provisions of 1.5x to 2x base salary plus target bonus depending on change-of-control timing, and equity eligibility.","company_name":"ACRES Commercial Realty Corp.","ticker":"ACR-PD","filing_date":"2026-08-06","form":"8-K","submitted_at":null,"items":[{"id":26550,"accession_number":"0001193125-26-338197","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 5.02(e) discloses employment agreements with seven executive officers (Fogel, Fentress, Reasoner, Jesberger, Brengel, Blackwell, and Persaud) effective August 6, 2026, in connection with the Merger and Internalization. The disclosure details base salaries ($300,000–$600,000), target annual cash bonuses (at least 50% of base salary), severance provisions (1.5x to 2x base salary plus target bonus depending on change-of-control timing), and equity eligibility. This is a material compensatory arrangement disclosure affecting multiple named executives and their incentive structures post-merger.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:20:59.576622+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":26545,"accession_number":"0001193125-26-338197","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses two material debt transactions: (1) assumption of a $185 million term loan facility with MassMutual and other lenders, and (2) completion of a $200 million private placement of 8.625% Senior Secured Notes due 2031. Both represent creation of new direct financial obligations. While the section is titled \"Entry into a Material Definitive Agreement,\" the substance is the issuance of debt securities and credit facilities, which falls squarely under debt_issuance rather than a generic agreement classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:20:59.576622+00:00","company_name":"ACRES Commercial Realty Corp.","ticker":"ACR-PD","filing_date":"2026-08-06"},{"id":26546,"accession_number":"0001193125-26-338197","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 1.02 discloses termination of a Management Agreement upon completion of a Merger. The filing references incorporation by reference to Item 2.01 (which typically covers material acquisitions, mergers, or changes of control). The termination of the management agreement is a direct consequence of the merger transaction, making the merger the material event. The supplemental financial statements (EX-99.1) support a significant corporate transaction context.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:20:59.576622+00:00","company_name":"ACRES Commercial Realty Corp.","ticker":"ACR-PD","filing_date":"2026-08-06"},{"id":26547,"accession_number":"0001193125-26-338197","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a merger and internalization transaction on August 6, 2026, whereby ACRES Commercial Realty Corp. acquired ACRES Capital Corp. (the external manager) through a merger with a subsidiary, resulting in the issuance of 7,478,462 shares of common stock and the termination of the external management agreement. This is a material acquisition and change of control event under Item 2.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:20:59.576622+00:00","company_name":"ACRES Commercial Realty Corp.","ticker":"ACR-PD","filing_date":"2026-08-06"},{"id":26548,"accession_number":"0001193125-26-338197","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 discloses the creation of direct financial obligations through the issuance of Notes and assumption of the Barings Facility, as referenced from Item 1.01. The consolidated financial statements show significant new borrowings in 2025 ($130M in proceeds from credit facilities and notes payable per the cash flow statement) and increased total borrowings from $179.1M to $147.3M at the parent level, plus substantial increases in Consolidated Fund borrowings from $568.8M to $1,283.9M. This represents material debt issuance activity typical of a capital markets transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:20:59.576622+00:00","company_name":"ACRES Commercial Realty Corp.","ticker":"ACR-PD","filing_date":"2026-08-06"},{"id":26549,"accession_number":"0001193125-26-338197","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses an unregistered issuance of ACR Common Stock pursuant to a Merger Agreement as consideration for a merger transaction. The filing incorporates by reference Item 2.01 (which typically covers material acquisitions and mergers), indicating this is a material M\u0026A event. The stock issuance under Section 4(a)(2) exemption is the mechanism for equity consideration in the merger, making this fundamentally a merger/acquisition disclosure rather than a standalone dilutive equity issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:20:59.576622+00:00","company_name":"ACRES Commercial Realty Corp.","ticker":"ACR-PD","filing_date":"2026-08-06"},{"id":26550,"accession_number":"0001193125-26-338197","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 5.02(e) discloses employment agreements with seven executive officers (Fogel, Fentress, Reasoner, Jesberger, Brengel, Blackwell, and Persaud) effective August 6, 2026, in connection with the Merger and Internalization. The disclosure details base salaries ($300,000–$600,000), target annual cash bonuses (at least 50% of base salary), severance provisions (1.5x to 2x base salary plus target bonus depending on change-of-control timing), and equity eligibility. This is a material compensatory arrangement disclosure affecting multiple named executives and their incentive structures post-merger.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:20:59.576622+00:00","company_name":"ACRES Commercial Realty Corp.","ticker":"ACR-PD","filing_date":"2026-08-06"},{"id":26551,"accession_number":"0001193125-26-338197","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The Item 7.01 disclosure references the \"closing of the Merger and Internalization\" and an offering of notes. The press release (Exhibit 99.3) is furnished to announce these material corporate transactions. While the Item 7.01 itself is a Regulation FD disclosure (furnished, not filed), the substance disclosed concerns the completion of a merger and internalization transaction, which constitutes a material acquisition/change-of-control event. The supporting financial statements (EX-99.1) show significant balance sheet changes consistent with a major transaction, including new redeemable interests and substantial changes in equity structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-09T02:20:59.576622+00:00","company_name":"ACRES Commercial Realty Corp.","ticker":"ACR-PD","filing_date":"2026-08-06"}]}