tw

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

ACRES COMMERCIAL REALTY CORP.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply:

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

ACRES COMMERCIAL REALTY CORP.

390 RXR Plaza Uniondale, NY 11556

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on Monday June 22, 2026

To the Stockholders of ACRES COMMERCIAL REALTY CORP.:

You are cordially invited to attend the annual meeting of stockholders of ACRES COMMERCIAL REALTY CORP., a Maryland corporation, to be held virtually at www.virtualshareholdermeeting.com/ACRES2026 on Monday June 22, 2026, at 11:00 a.m. (the “Meeting”), for the following purposes:

“Say on Pay” vote).

We invite all of our stockholders to attend the Meeting, though only stockholders of record at the close of business on April 8, 2026, which we refer to as the record date, will be entitled to vote. You can vote your shares by proxy online, by telephone, by regular mail or at the Meeting. A list of stockholders entitled to vote at the Meeting will be available for inspection at the Meeting at www.virtualshareholdermeeting.com/ACRES2026 and for 10 days before the Meeting at our offices at 390 RXR Plaza, Uniondale, New York.

Whatever method you choose, we recommend that you vote in advance of the Meeting. For instructions on voting, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received a hard copy of the Proxy Statement, on the enclosed proxy card. You can choose to receive proxy materials by mail or e-mail if you request them and you continue to have the right to vote by mail, as well as by telephone and on the Internet.

YOUR VOTE IS IMPORTANT

Instead of mailing a printed copy of our proxy materials to all of our stockholders, we are using the “Notice and Access” method of providing proxy materials to stockholders via the Internet. This process provides stockholders with a convenient and quick way to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and mailing these materials. Accordingly, on or about May 11, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record on our books at the close of business on April 8, 2026, which is the record date for the Meeting, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request receipt of proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

If you are a stockholder of record, you may vote in one of the following ways:

If your shares are held in “street name,” meaning that they are registered in the name of a broker or other nominee, you will receive instructions from such broker or nominee that you must follow for your shares to be voted.

Whether or not you plan to attend the Meeting, we encourage you to vote as soon as possible to ensure that your shares are represented at the Meeting.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 22, 2026: The proxy statement and our 2025 annual report are available at https://www.acresreit.com/annual-reports-and-proxies.

TABLE OF CONTENTS

ACRES COMMERCIAL REALTY CORP.

390 RXR Plaza Uniondale, NY 11556

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MONDAY JUNE 22, 2026

Solicitation of Proxies. This proxy statement and the accompanying proxy are furnished to stockholders of ACRES Commercial Realty Corp. (the "Company," "ACR," "we," "us" or "our") in connection with the solicitation by our Board of Directors (the “Board”) of proxies for use at the 2026 annual meeting of stockholders of the Company (the “Meeting”), to be held virtually at www.virtualshareholdermeeting.com/ACRES2026 on June 22, 2026, at 11:00 a.m., and at any and all adjournments, postponements or continuations thereof.

Mailing Date. In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are now furnishing proxy materials to our stockholders on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials, unless specifically requested. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy via the Internet, telephone or by mail. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

It is anticipated that the Notice of Internet Availability of Proxy Materials will be mailed to stockholders on or about May 11, 2026.

Who Can Vote. Only holders of record of our common stock at the close of business on April 8, 2026 will be entitled to notice of, and to vote at, the Meeting. Each of the approximately 7,131,101 shares of our common stock outstanding on that date is entitled to one vote on each matter that comes before the Meeting.

How to Vote — Proxy Instructions. If you are a holder of record of ACRES Commercial Realty Corp. common stock, you may vote your shares over the Internet, by telephone, by using a traditional proxy card or in person at the Meeting. Refer to the Notice of Internet Availability of Proxy Materials or your proxy or voting instruction card to see which options are available to you and how to use them. Stockholders who hold their shares in “street name” will receive a Notice of Internet Availability of Proxy Materials from the institution that holds their shares and should follow the voting instructions given by that institution.

You may specify whether your shares should be voted for all, some or none of the nominees for director (Proposal 1); you may specify whether your shares should be voted for or against, or whether you abstain from voting on, the approval of our 2025 executive compensation program (“Say on Pay”) (Proposal 2); you may specify whether your shares should be voted for or against, or whether you abstain from voting on, the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 3); you may specify whether your shares should be voted for or against, or whether you abstain from voting on, the approval of the issuance of 7,487,219 shares of our common stock pursuant to the Merger Agreement (Proposal 4); you may specify whether your shares should be voted for or against, or whether

you abstain from voting on, the approval of the ACRES Commercial Realty Corp. 2026 Omnibus Equity Incentive Plan (the “2026 EIP”) (Proposal 5); and you may specify whether your shares should be voted for or against, or whether you abstain from voting on, the approval of a proposal to adjourn the meeting, if necessary or appropriate, for the purpose of soliciting additional proxies for the approval of one or more of the foregoing proposals (Proposal 6).

If you do not vote your shares for the election of directors, Say on Pay, the approval of the issuance of 7,487,219 shares of our common stock pursuant to the Merger Agreement, the 2026 EIP or the adjournment proposal, your brokerage firm may not vote them for you and your shares will remain unvoted. Therefore, it is important that you vote your shares for all proposals, including Proposals 1, 2, 4, 5 and 6 each of which are viewed as non-routine matters for which brokerage firms may not vote on your behalf without your instructions.

If you sign your proxy card or voting instruction card with no further instructions, your shares will be voted in accordance with the recommendations of the Board, FOR: (i) the election of all directors in Proposal 1, (ii) the approval of the Say on Pay vote in Proposal 2, (iii) the ratification of our independent registered public accounting firm in Proposal 3, (iv) the approval of the issuance of 7,487,219 shares of our common stock pursuant to the Merger Agreement in Proposal 4, (v) the approval of the 2026 EIP in Proposal 5 and (vi) the approval of the proposal to adjourn the meeting, if necessary or appropriate, for the purpose of soliciting additional proxies for the approval of one or more of the foregoing proposals in Proposal 6.

Broker Non-Votes. A broker “non-vote” occurs when a nominee, such as a bank or broker, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Generally banks and brokers may vote their customers’ shares on proposals considered “routine” and may not vote their customers’ shares on proposals that are not considered “routine” if the customers have not furnished voting instructions within a specified period of time prior to the Meeting. This means that if you do not directly vote your shares and you do not give your broker or nominee specific instructions on how to vote your shares, then your broker or nominee does not have authority to vote your shares with respect to such matters and your shares will not be voted on such matters. Proposals 1, 2, 4, 5 and 6 described below are not considered “routine” matters. Proposal 3 described below is considered a “routine” matter.

Revocation of Proxies. If you are a holder of record, you may revoke your proxy at any time before it is exercised in any of three ways:

If your shares are held in street name, you must contact your broker or nominee to revoke and vote your proxy.

Quorum. A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist if the holders representing a majority of the votes entitled to be cast by the stockholders at the Meeting are present, in person or by proxy. Broker non-votes and abstentions are counted as present at the Meeting for purposes of determining the existence of a quorum, but because they are neither a vote cast in favor of, nor a vote cast opposing, a proposed action, abstentions and broker non-votes typically will not be counted as a vote cast on any matter, except with respect to matters subject to New York Stock Exchange (“NYSE”) approval standards where abstentions are deemed to be votes cast for NYSE compliance purposes.

Required Vote. The number of votes required for someone to be elected as a director is dependent on whether an election is contested or uncontested. Our bylaws define an election as contested if there are more candidates for election than the number of directors to be elected. The election described in Proposal 1 below is an uncontested election. In order to be elected as a director in an uncontested election as described in Proposal 1 below, each director is elected by a majority of votes cast with respect to such director nominee at a meeting of stockholders duly called and at which a quorum is present. A “majority of votes cast” means that the number of shares voted “for” a director’s election exceeds 50% of the total number of votes cast with respect to that director’s election. Votes “cast” include

votes “for” and votes “against”, but exclude abstentions and broker non-votes with respect to a director’s election. In the case of any contested election, our bylaws provide that directors shall be elected by a plurality of votes cast at a meeting of stockholders duly called and at which a quorum is present.

In order to approve our Say on Pay vote as described in Proposal 2, to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026 as described in Proposal 3, to approve the Stock Issuance Proposal as described in Proposal 4, the 2026 Equity Incentive Plan as described in Proposal 5, and the Adjournment Proposal as described in Proposal 6 below, a majority of the votes cast in person or by proxy at the Meeting is required. For purposes of the vote on Proposals 2, 4, 5 and 6, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote. Proposal 2 is advisory and not binding on the Board or us. For purposes of the vote on Proposal 3, abstentions will not be counted as votes cast and will have no effect on the result of the vote.

Other Business. We do not intend to bring any business before the meeting other than that set forth in the Notice of the Annual Meeting and described in this proxy statement. However, if any other business should properly come before the meeting, the persons named in the proxy card intend to vote in accordance with their best judgment on such business and on any matters dealing with the conduct of the Meeting pursuant to the discretionary authority granted in the proxy.

Solicitation of Proxies and Costs. We pay for the preparation and mailing of the Notice of the Annual Meeting and proxy statement. We have retained Georgeson LLC to assist in the solicitation of proxies for a fee of approximately $16,500, plus variable fees incurred and reimbursement of expenses. In addition, our directors, officers and employees may solicit proxies personally or by letter or telephone, but no director, officer or employee will be specially compensated for soliciting such proxies. We have also made arrangements with brokerage firms and other custodians, nominees and fiduciaries for forwarding proxy-soliciting materials to the beneficial owners of our common stock at our expense.

Householding of Proxy Materials. The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you hold common stock directly. Requests should be addressed to Equiniti Trust Company, LLC, PO Box 500, Newark, New Jersey 07101, Attention: Shareholder Services Department, or by calling 1-800-937-5449 (+1-718-921-8200 for foreign stockholders). We will promptly furnish a separate copy of the proxy statement upon a written or oral request by a stockholder currently subject to householding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements are based on current expectations, estimates, forecasts and projections about the industries in which we and ACC operate and the beliefs and assumptions of our respective management. We use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words and similar expressions to identify forward-looking statements. Any forward-looking statements speak only as of the date on which it is made. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties relating to satisfaction of the Internalization Merger closing conditions in a timely manner, if at all; our ability to successfully close the Internalization Merger, to manage the transition to self-management and the ability to achieve expected cost savings or other benefits of the Internalization Merger and the timing thereof; unanticipated expenditures relating to or liabilities arising from the Internalization Merger; litigation or regulatory issues relating to the Internalization Merger; the impact of the Internalization Merger on our common stock dividend, and the impact of the Internalization Merger on relationships with, and potential difficulties retaining, our executive officers, employees and directors on a go-forward basis. The foregoing list of factors is not exhaustive. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them. Please consider the foregoing factors and the other risk factors in the section titled “Risk Factors,” as well as the risk factors contained in our SEC filings available at www.sec.gov, including our 2025 annual report. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company and ACC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. Neither the Company nor ACC gives any assurance that any of the Company, ACC or the combined company will achieve its expectations.

SECURITY OWNERSHIP

The following table sets forth the number and percentage of shares of common stock owned, as of April 8, 2026, by (a) each person who, to our knowledge, is the beneficial owner of more than 5% of the outstanding shares of our common stock, (b) each of our present directors and nominees for director, (c) each of our named executive officers and (d) all of our executive officers and directors as a group. This information is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days of April 8, 2026. Shares of common stock issuable pursuant to options, warrants or the conversion of debt securities are deemed to be outstanding for purposes of computing the percentage of the person or group holding such options or warrants but are not deemed to be outstanding for purposes of computing the percentage of any other person.

* Less than 1%

The following table sets forth the number and percentage of shares of our 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock and 7.875% Series D Cumulative Redeemable Preferred Stock owned, as of April 8, 2026, by (a) each person who, to our knowledge, is the beneficial owner of more than 5% of the outstanding shares of preferred stock, (b) each of our present directors and nominees for director, (c) each of our named executive officers and (d) all of our executive officers and directors as a group. This information is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days of April 8, 2026.

* Less than 1%

PROPOSAL 1: ELECTION OF DIRECTORS

The Board, upon the recommendation of its Nominating, Environmental, Social and Governance Committee, has nominated Messrs. Andrew Fentress, Mark S. Fogel, David J. Bryant, Gary Ickowicz, Steven J. Kessler, Murray S. Levin and P. Sherrill Neff, and Mss. Karen Edwards and Dawanna Williams to serve as our directors until the next annual meeting of stockholders or until their respective successors are duly elected and qualified. The stockholders have the right to annually elect all nine director nominees to our Board.

The persons named in the enclosed proxy intend, in the absence of a contrary direction, to vote for Messrs. Fentress, Fogel, Bryant, Ickowicz, Kessler, Levin and Neff, and Mss. Edwards and Williams. The Board knows of no reason why any nominee would be unable or unwilling to serve, but if any nominee should be unable or unwilling to serve, the proxies will be voted for the election of such other person for director as the Nominating, Environmental, Social and Governance Committee of the Board may recommend in the place of such nominee. The Board recommends that stockholders vote “FOR” all of the nominees.

Information is set forth below regarding the principal occupation of each Board nominee. There are no family relationships among the nominees.

Nominees for Election

David J. Bryant, age 68, has been a director since January 2024. Mr. Bryant served as our Senior Vice President, Chief Financial Officer and Treasurer from June 2006 until his retirement in December 2023, and was our Chief Accounting Officer from 2006 to 2014. From 2005 to 2006, Mr. Bryant served as Senior Vice-President, Real Estate Services, at Pennsylvania Real Estate Investment Trust, ("PRET"), a REIT principally engaged in owning, managing, developing and leasing malls and strip centers in the eastern United States. From 2000 to 2005, Mr. Bryant served as PRET’s Senior Vice President-Finance and Treasurer, and was its principal accounting officer. Prior to that time, Mr. Bryant was Vice President-Finance and Controller at PRET and its predecessor, The Rubin Organization. Mr. Bryant serves as a member of the Board of Directors of the Freire Schools Collaborative, which provides support services for the Freire charter schools in Philadelphia, Pennsylvania and Wilmington, Delaware effective July 2025. Mr. Bryant is an inactive certified public accountant.

Mr. Bryant brings to the Board 17 years of experience serving as our Chief Financial Officer and Treasurer as well as 40 years in the real estate industry. Mr. Bryant is uniquely positioned to support the Board due to his internal knowledge of the Company as well as his extensive experience in real estate, finance and investment management. These attributes will enable Mr. Bryant to provide valuable business, leadership, and management advice to the Board.

Karen Edwards, age 69, has been a director since June 2021. Ms. Edwards has served as a Partner of Boyden Global Executive Search since April 2018. Prior to that, she served as President and Chief Executive Officer of Kosiba Edwards Associates, providing corporate strategic and financial advisory services, from January 2010 to March 2018. From 2002 to 2008, Ms. Edwards worked in wealth management, serving on the advisory board and then as Senior Vice President for Business Development for GenSpring Family Offices (now part of Truist Bank). In 1992, Ms. Edwards co-founded the investment banking group of Friedman, Billings, Ramsey & Co, Inc. to provide corporate finance and M&A advisory to banks, thrifts, specialty finance, fintech companies, and REITs. Ms. Edwards served as a director of Arbor Realty Trust (NYSE: ABR) from 2005 to 2018 where she served on the Nominating & Governance Committee and the Audit Committee. Ms. Edwards is a former Trustee of the Darden School at the University of Virginia, a member of Women Corporate Directors and is a Chartered Financial Analyst (CFA).

Ms. Edwards brings to the Board her background in investment banking and financial services as well as experience in financial and strategic consulting to C-suite executives and boards. Additionally, the Board will benefit from Ms. Edwards’ having served as a public company director of a commercial mortgage REIT for 18 years.

Andrew Fentress, age 56, has been our Chairman since July 2020 and is a Managing Partner of ACRES Capital Corp. (“ACRES Capital” and collectively with ACRES Capital, LLC and the Company, “ACRES”) since 2016 and leads ACRES’ capital markets efforts. Mr. Fentress has served as a Managing Director at Napier Park Global Capital in the Special Situations group from January 2014 to September 2016. Mr. Fentress was a founding and Managing Partner of Medley Capital, a private investment firm headquartered in New York from 2006 through March

2014. As a Managing Partner, he shared responsibility for all aspects of the firm’s development to $5 billion of AUM and 60 employees. Mr. Fentress served on the investment committee and oversaw the asset management division of the firm before selling his interest in 2013. Mr. Fentress began his career with Morgan Stanley & Co., Inc. in 1995 where he was responsible for overseeing the operations of a global trading team in such sectors as technology, telecommunications and media.

Mr. Fentress brings over 30 years of business and financial experience to the Board. The Board will benefit from Mr. Fentress’s extensive experience in finance and investment management as well as his strong financial background. Mr. Fentress’s knowledge in the real estate industry enables him to provide valuable insight into the current state of the commercial real estate markets. Additionally, his business acumen and experience in founding and managing companies enable him to provide the Board with leadership and financial expertise as well as insight to assist with the Company’s growth, operations and development.

Mark S. Fogel, age 57, has been a director and our President and Chief Executive Officer since July 2020. Mr. Fogel co-founded ACRES Capital in 2012 and leads its executive management team as President and Chief Executive Officer. Prior to co-founding ACRES Capital, Mr. Fogel was the head of Origination and Asset Management at UC Funds from February 2010 through December 2011, responsible for loan production, asset management and special servicing for a diverse portfolio of investments. Mr. Fogel served as Senior Vice President of Asset Management at Arbor Realty Trust (NYSE: ABR) from September 2000 through December 2009. Mr. Fogel served in the Real Estate Investment Banking group at Greenwich Group International from June 1997 through September 2000. Prior to the Greenwich Group, Mr. Fogel served in the Asset Management and Development group at Forest City Ratner from January 1996 through June 1997. Mr. Fogel began his real estate career as a Finance and Real Estate Property Manager at General Growth Properties in June 1994.

Mr. Fogel brings over 30 years of extensive industry experience in commercial real estate finance having served in executive capacities at several prominent commercial real estate finance companies and oversaw loan production, asset management and special servicing for a diverse portfolio of investments nationwide. Mr. Fogel’s service as a senior officer for over 6 years at a $3.5 billion publicly traded mortgage REIT, for which he helped raise capital and launched a successful specialty finance company during the midst of the financial turbulence of 2008, enable him to provide valuable perspectives on investments and potential financings for investments.

Gary Ickowicz, age 70, has been a director since February 2007. Mr. Ickowicz has been the Managing Partner of IR Capital LLC, a real estate company that owns and operates real estate assets in the New York Metropolitan area since 2008. He was a Managing Principal of Lazard Freres Real Estate Investors, a manager of funds invested in debt and equity securities of North American real estate assets and enterprises, from 2001 to 2011. He was a director of Lazard Freres’s real estate investment banking unit from 1989 through 2001. Since 2000 he has been a director of Grand Street Settlement, and since 2002 he has been a director of NCC/Neumann, both not-for-profit developers of senior housing. From 2001 to 2011, he was a director of Commonwealth Atlantic Properties, Inc., a privately-held REIT. Mr. Ickowicz previously served as a director of Kimsouth, Inc., a joint venture with Kimco Realty Corporation, a publicly-traded (NYSE: KIM) REIT.

Mr. Ickowicz has broad real estate and real estate finance experience as a principal in the real estate operations of an international investment bank. The Board will also benefit from his prior experience as a director of a REIT and his experience as a director of several real estate ventures.

Steven J. Kessler, age 83, has been a director since November 2009 and served as our Chairman from November 2009 until September 2016. Mr. Kessler is a founding co-managing member of RSR SC LLC since November 2015 as well as a member of RSR Sycamore GP LLC since September 2016, RSR Sycamore GP II, LLC since August 2018, RSR Sycamore GP III, LLC since December 2020, RSR EB5 Regional Center since December 2020, and RSR Sycamore GP IV, LLC since January 2025, each of which operates under the EB-5 Immigrant Investor Program which was created by Congress in 1990 to stimulate the U.S. economy through job creation and capital investment by foreign investors. Mr. Kessler served as our Senior Vice President-Finance from September 2005 to November 2009 and, before that, served as our Chief Financial Officer, Chief Accounting Officer and Treasurer from March 2005 to September 2005. Mr. Kessler was Executive Vice President of Resource America, Inc. from 2005 until September 2016 and was Chief Financial Officer from 1997 to December 2009 and Senior Vice President from 1997 to 2005. He was a Trustee of GMH Communities Trust, a then publicly-traded specialty housing REIT, from 2004 to 2008 when it was sold. He previously served as Vice President—Finance and Acquisitions at Kravco Company, a

shopping center developer and operator. Prior to that time, he was employed as Chief Financial Officer and Chief Operating Officer by Strouse Greenberg & Co., a regional full service real estate company. Before that, he was a partner at Touche Ross & Co. (now Deloitte & Touche LLP), independent public accountants.

Mr. Kessler has a significant financial and accounting background in real estate as the former Chief Financial Officer of Resource America, Inc. and, previously, as a principal financial officer for major operators of commercial real estate. Mr. Kessler also brings a deep knowledge of the Company resulting from his prior service as Chairman from 2009 to 2016 and as a member of the Investment Committee.

Murray S. Levin, age 83, has been a director since March 2005. Mr. Levin is a senior counsel at Troutman Pepper Locke, a law firm with which he has been associated since 1970. Mr. Levin served as the first American president of the Association Internationale des Jeunes Avocats (Young Lawyers International Association), headquartered in Western Europe. Mr. Levin serves as a board member of several charitable, educational and legal entities. He is a past president of the American Chapter and a member of the board of governors of the Union Internationale des Avocats (International Association of Lawyers), a Paris-based organization that is the world’s oldest international lawyers association.

Mr. Levin has a lengthy and diverse legal background and has practiced complex litigation law for over 40 years. Having served as a corporate director and committee member in various capacities for over 20 years, Mr. Levin offers a unique and invaluable perspective into corporate governance matters.

P. Sherrill Neff, age 74, has been a director since March 2005. Mr. Neff is currently Chairman of Homestead Smart Health Plans, a private company providing a range of services for self-funded employer health plans. Mr. Neff was previously a founding partner of Quaker Partners, a health care venture and growth equity fund manager, with which he was associated from 2002 until 2024. From 1994 to 2002, he was President, Chief Operating Officer and Chief Financial Officer, and from 1994 to 2003, a director of Neose Technologies, Inc., a then publicly-traded life sciences company. Mr. Neff previously held positions as a senior executive of U.S. Healthcare, a leading publicly traded healthcare company; as a Managing Director in the Investment Banking Division of Alex. Brown & Sons, Inc.; and as a corporate attorney at Morgan, Lewis & Bockius.

Mr. Neff has significant experience in investments, operations and finance as a principal or officer of a venture fund and various public companies and, prior thereto, as an investment banker. The Board benefits from his investment expertise as well as his valuable financial experience.

Dawanna Williams, age 57, has been a director since June 2021. Ms. Williams is the founder of Dabar Development Partners, a real estate development and investment firm focused on the conversion, renovation and new construction of real estate properties primarily in New York City, and serves as its Managing Principal since September 2003. From August 2010 to December 2013, Ms. Williams served as General Counsel of Victory Education Partners, and prior to that, served as a commercial real estate senior associate at Sidley Austin LLP from May 1999 to August 2003 and as an associate at Paul Hastings from July 1996 to March 1999. Since 2022, Ms. Williams has been a director of Compass, Inc., a publicly-traded (NYSE: COMP) technology-enabled residential real estate brokerage company. Ms. Williams also serves as a director of Ares Industrial Real Estate Income Trust, a non-traded REIT, since August 2023. From November 2021 to October 2024, Ms. Williams served as a director of FocusImpact Acquisition Corp., a formerly publicly-traded special purpose acquisition corporation. Additionally, Ms. Williams serves on the Board of the New York Real Estate Chamber since 2014, is a member of the board of the New York City Trust for Cultural Resources since 2017 and serves on the Board of Directors of the Apollo Theater since 2018, chairing its Real Estate Committee.

Ms. Williams has over 20 years of experience in the real estate industry and as a real estate development executive and strategic advisor, she will bring broad leadership experience to the Board. Additionally, Ms. Williams’ extensive experience with, and strong record of success in investing in, real estate- related assets will provide our Board with valuable insights into developments in our industry. The Board will also benefit from her combined business and commercial real estate legal experience.

Non-Director Executive Officers

Eldron C. Blackwell, age 47, has been our Senior Vice President and Chief Financial Officer since January 2024 and served as Treasurer from January 2024 through December 2024. Mr. Blackwell served as our Vice President

and Chief Accounting Officer from March 2014 to December 2023. Mr. Blackwell was the Assistant Controller for New Penn Financial, LLC, a residential mortgage lender, from March 2013 to March 2014. From September 2001 to March 2013, he was a Senior Manager in the audit practice of the global accounting firm Grant Thornton LLP. Since April 2025, Mr. Blackwell has been a director of Crane Harbor Acquisition Corp., a publicly-traded (NASD: CHAC) special purpose acquisition company. Mr. Blackwell serves as board chair for Freire Schools Collaborative. Mr. Blackwell is an inactive Certified Public Accountant.

Jaclyn A. Jesberger, age 48, has been our Chief Legal Officer, Senior Vice President and Secretary since July 2020. Ms. Jesberger has been General Counsel and Chief Compliance Officer at ACRES Capital since June 2015. Ms. Jesberger served as Associate General Counsel at Arbor Commercial Mortgage, LLC, the external manager of Arbor Realty Trust, Inc. (NYSE: ABR), from August 2009 through June 2015. Prior to joining Arbor Commercial Mortgage, LLC, Ms. Jesberger was an Associate and then a Vice President in the Real Estate Finance and Securitization group at Credit Suisse LLC from March 2004 through August 2009. Ms. Jesberger began her career at Cadwalader, Wickersham and Taft LLP, a New York based law firm, in 2001 where she practiced commercial real estate law as an associate.

Linda M. Kilpatrick, age 53, has been our Vice President and Chief Accounting Officer since January 2024. Ms. Kilpatrick has served as our Controller since October 2017 and before that, served as our Division Controller since 2014. From December 2010 to December 2014, Ms. Kilpatrick worked as an Accounting and Reporting Manager for Independence Blue Cross, a health insurance company. From October 2004 to December 2010, Ms. Kilpatrick was a Manager in the audit practice of the global accounting firm Grant Thornton LLP. Ms. Kilpatrick serves as the treasurer of the board for both Freire Charter School and TECH Freire Charter School. Ms. Kilpatrick is a Certified Public Accountant.

Other Significant Employees

The following sets forth certain information regarding other significant employees of ACRES Capital and ACRES Capital, LLC (our “Manager”) who provide services to us:

Michael Pierro, age 54, has been our Senior Vice President since June 2020 and previously served as Vice President from June 2018 to June 2020. Mr. Pierro also serves as Managing Director and Chief Credit Officer of ACRES Capital, LLC since July 2020 and previously served as a Senior Managing Director of C-III Capital Partners LLC (“C-III”) from January 2015 to July 2020, and previously served as Managing Director from April 2011 to January 2015 and Director from March 2010 to April 2011. Prior to joining C-III’s predecessor Centerline in 2008, he worked at Nomura Securities from May 2001 to May 2008 where he was a member of its Credit Committee and primarily responsible for CDO banking as a director of the CMBS CDO Banking Group from April 2007 to May 2008 and prior to that, as a director and Head of Credit and Market Risk Management for Mortgage Finance. Mr. Pierro worked at Prudential Securities Incorporated from August 1998 to May 2001, Landesbank Hessen-Thuringen (Helaba) from June 1997 to August 1998 and Chase Manhattan Bank from June 1994 to June 1997, in the commercial real estate origination, underwriting and corporate risk management areas.

Kyle K. Brengel, age 35, has been our Vice President – Operations since July 2020. Mr. Brengel has served as Chief Operating Officer of ACRES Capital, LLC since July 2020 and, before that, served as Managing Director from January 2020 to July 2020, as Director from January 2018 to January 2020 and Vice President from January 2017 to January 2018. Previously, Mr. Brengel was a member of Napier Park Global Capital’s Special Situations team from June 2015 through December 2016, on Ares Management Corporation’s Direct Lending team from October 2013 through June 2015, and on Duff and Phelps Advisory team from July 2012 through October 2013.

Richard A. Persaud, age 39, has been our Vice President – Finance since September 2020. Mr. Persaud has been Chief Financial Officer of ACRES Capital since June 2020. From August 2008 to June 2020, Mr. Persaud served as a senior manager in the real estate assurance practice of Ernst & Young LLP where he audited financial statements for a diverse group of real estate clients including publicly traded real estate investment trusts, commercial real estate owners/operators, real estate developers, and private equity funds. Mr. Persaud is a Certified Public Accountant and Certified Internal Auditor.

Jason L. Bodine, age 46, has been our Treasurer since January 2025 and our Director of Finance since July 2020. Mr. Bodine served as our Director of Financial Planning from January 2016 to July 2020 and our Assistant

Treasurer from January 2016 to December 2024. Prior to that, Mr. Bodine was a senior accountant from June 2005 to December 2015.

CORPORATE GOVERNANCE

Our Board of Directors and Its Committees

Our common stock is listed on the NYSE under the symbol “ACR,” and we are subject to the NYSE’s listing standards. The Board has determined that each of Messrs. Ickowicz, Kessler, Levin and Neff, and each of Mss. Edwards and Williams satisfies the requirement for independence set out in Section 303A.02 of the rules of the NYSE and that each of these directors has no material relationship with us (other than being a director and/or a stockholder). In making its independence determinations, the Board sought to identify and analyze all of the facts and circumstances relating to any relationship between a director, his or her immediate family or affiliates and our Company and our affiliates and did not rely on categorical standards other than those contained in the NYSE rules.

The Board held a total of nine meetings during fiscal year 2025. Each of the directors attended at least 75% of the total number of meetings of the Board and (if applicable) of the committees on which he or she served during fiscal year 2025.

The Board has four standing committees: the Audit Committee; the Compensation Committee; the Nominating, Environmental, Social and Governance Committee; and the Investment Committee. All of the members of each committee, other than the Investment Committee, are “independent” directors as that term is defined in the NYSE’s listing standards.

The Board believes that its structure and processes provide each director with an equal stake in the Board’s actions and oversight role and make them equally accountable to stockholders.

Executive Sessions. As set forth in our Corporate Governance Guidelines and in accordance with NYSE listing standards, the non-management directors have the opportunity to meet in executive sessions quarterly without management. The director who presides at these meetings is rotated among the chairs of the Audit Committee, Compensation Committee and Nominating, Environmental, Social and Governance Committee in the following order: Audit Committee chairman; Compensation Committee chairman; and Nominating, Environmental, Social and Governance Committee chairman. The Board believes that this rotation provides different directors the opportunity to guide the Board’s agenda and facilitates collegiality among board members.

Interested parties wishing to communicate directly with the non-management directors may contact the chairman of the Audit Committee, P. Sherrill Neff, c/o ACRES Commercial Realty Corp., 390 RXR Plaza, Uniondale, New York 11556.

Board Self-Assessment. The Board is focused on enhancing its performance through a rigorous assessment process of the effectiveness of the Board and its committees. Pursuant to our Corporate Governance Guidelines and the charter of the Nominating, Environmental, Social and Governance Committee, every year our Nominating, Environmental, Social and Governance Committee oversees the evaluation process to ensure that the full Board conducts an assessment of its performance and effectiveness and solicits feedback for enhancement and improvement. Directors are provided with a questionnaire that they can complete to evaluate the Board and the committees, specifically focusing on areas of potential improvement. The Nominating, Environmental, Social and Governance Committee reviews the feedback and then discusses it with the full Board. The evaluation process is designed to facilitate ongoing, systematic examination of the Board’s effectiveness and accountability, and to identify opportunities for improving its operations and procedures. Management and the directors coordinate to update practices to incorporate the director feedback.

Service on Other Boards of Directors. While service on the boards of directors of other companies provide valuable governance and leadership experience, such service may require a commitment of significant time and attention. As a result, under our Corporate Governance Guidelines, no director may serve on more than three other public company boards without the Board’s consent. Currently, none of our directors serve on any other public company boards, with the exception of one director who serves on one other public company board.

Board Refreshment. Rather than impose arbitrary limits on service, we believe that board refreshment is best implemented through an ongoing program of individual director evaluations, conducted annually, to ensure that the evolving needs of the Board are met. The Board regularly assesses its composition to ensure it has the right mix of skills and experiences. Each year, the Nominating, Environmental, Social and Governance Committee performs a

robust review before recommending the renomination of any sitting director. Our approach balances the need to bring in fresh perspectives without the disadvantage of losing the contributions of directors who have been able to develop, over a period of time, enhanced insight into our Company and our operations. We believe that our directors who have longer-term experience with us have gained a level of familiarity with our operations that enable them to make valuable contributions to Board deliberations. As such, our Corporate Governance Guidelines provides that our Nominating, Environmental, Social and Governance Committee will review each director’s continuation on the Board annually.

Audit Committee. The Audit Committee reviews the scope and effectiveness of audits by the internal and independent accountants, is responsible for the engagement of independent accountants and reviews the adequacy of our internal financial controls. The Audit Committee also reviews, on a quarterly basis, certain loans and equity investments. The Audit Committee is currently composed of Messrs. Neff (Chairman) and Kessler, and Ms. Edwards. The Board has determined that each member of the Audit Committee meets the independence standards for Audit Committee members set forth in the NYSE listing standards and in the Securities Exchange Act of 1934 (the “Exchange Act”) and that Messrs. Neff and Kessler each qualify as an “audit committee financial expert” as that term is defined in the NYSE and Exchange Act rules and regulations. The committee held 15 meetings during fiscal year 2025. The Audit Committee charter is available on our website at www.acresreit.com, and we will provide a printed copy to any stockholder who requests it.

Compensation Committee. The principal functions of the Compensation Committee are to:

Under the management agreement with our Manager, our Manager assumes principal responsibility for managing our affairs and providing the personnel that we need to conduct our operations. Our Manager and its affiliates are responsible for paying the compensation of all such personnel and, consequently, such personnel do not receive separate compensation from us. However, we reimburse our Manager for all or a portion of the wages, salary and benefits established and paid by our Manager or an affiliate to our Chief Financial Officer and several accounting, finance, legal, tax and investor relations professionals.

The members of the committee are Messrs. Kessler (Chairman), Levin and Neff. The committee held one meeting during fiscal year 2025. The Compensation Committee Charter is available on our website at www.acresreit.com, and we will provide a printed copy to any stockholder who requests it.

Nominating, Environmental, Social and Governance Committee. The principal functions of the

Nominating, Environmental, Social and Governance Committee (the “Nominating and ESG Committee”) are to:

In early 2022, to better address the evolving needs of the company and the evolving regulatory governance landscape, the Board expanded the Nominating and Governance Committee to become the Nominating and ESG Committee and expanded its principal functions to emphasize our commitment to environmental, social, sustainability and corporate responsibility matters.

The committee has not adopted specific, minimum qualifications or specific qualities or skills that must be met by a recommended nominee. The committee seeks to ensure that the members of the Board and each committee satisfies all relevant NYSE listing standard requirements, applicable laws and requirements of our governance documents. Director candidates are typically selected based on their integrity and character, sound, independent judgment, track record of accomplishment in leadership roles, as well as their professional and corporate expertise, skills and experience. The committee seeks to achieve a mixture of skills that are related to our business and seeks candidates who have diverse backgrounds and areas of expertise so that each member can offer a unique and valuable perspective. The nature of the specific qualifications, qualities or skills that the committee may look for in any particular director nominee is dependent on the qualifications, experience and skills of the rest of the directors at the time of any vacancy on the Board. We value the benefits that diversity can bring and are committed to the promotion of a diverse management team and Board that reflects the diverse nature of our stockholders and our business. We think broadly about diversity and recognize that it can include, but is not limited to, gender, sexual orientation, ethnicity, generation, age, background, education, experiences, abilities, and skills. We are committed to a diverse and inclusive culture which solicits multiple perspectives and is free of bias and discrimination. We believe that considerations of diversity are, and will continue to be, an important component relating to the Board’s composition.

The Nominating and ESG Committee identifies director nominees by first evaluating the current members of the Board willing to continue in service. Current members with skills and experience that are relevant to our business and are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service, if the Nominating and ESG Committee or Board decides not to re-nominate a member for re-election or if we decide to expand the Board, then the committee identifies the desired skills and experience of a new nominee consistent with the Nominating and ESG Committee’s criteria for Board service. Current members of the Board and management are polled for their recommendations. Research may also be performed or third parties retained to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate potential nominees; however, we may in the future choose to do so.

The members of the Nominating and ESG Committee are Messrs. Levin (Chairman) and Ickowicz, and Mss. Williams and Edwards. The committee held two meetings during 2025. Our Corporate Governance Guidelines and Nominating and ESG Committee charter are both available on our website at www.acresreit.com, and we will provide a printed copy to any stockholder who so requests it.

Stockholder Recommendations for Director Nominees. The Nominating and ESG Committee will consider candidates for nomination as a director recommended by stockholders, directors, officers, third-party search firms and other sources. In evaluating candidates, the committee considers the attributes of the candidate (including skills, experience, international versus domestic background, diversity and legal and regulatory requirements) and the mixture of skills and experience of the members of the Board and will review all candidates in the same manner, regardless of the source of the recommendation. The Nominating and ESG Committee does not have a formal policy regarding the consideration of diversity in identifying candidates beyond being committed to ensuring that no person would be excluded from consideration for service as a director as a result of their gender, race, religion, creed, sexual orientation or disability. The committee will consider individuals recommended by stockholders for nomination as a director in accordance with the procedures described under “Stockholder Proposals for the 2027 Annual Meeting.” Recommendations should include the following:

The Board may also request such additional information concerning the proposed nominee as may be reasonably required to determine whether each person recommended by a stockholder meets the criteria discussed above and to enable us to make appropriate disclosures to stockholders.

Investment Committee. The Investment Committee reviews and approves loan originations, real estate acquisitions, preferred equity and other investments that are between $50 million and $75 million. Investments that are being used to refinance debt provided by our Manager or its subsidiaries are reviewed and approved by the independent directors of the Investment Committee. Investments under the $50 million threshold are approved only by our Manager’s investment committee, and investments valued in excess of $75 million, preferred and equity investments and investments to be co-originated between us and an affiliate of our Manager are reviewed by the Investment Committee and approved by our full Board. The members of the committee are Messrs. Fogel (Chairman), Ickowicz and Kessler. The committee held four meetings during fiscal year 2025.

Stockholder Ability to Amend Bylaws. In March 2020, our Board approved an amendment and restatement of our bylaws to allow our stockholders to amend the bylaws by the affirmative vote of a majority of the votes entitled to be cast on the matter by stockholders entitled to vote. Prior to this amendment, as permitted under Maryland law, our stockholders did not have the right to amend our bylaws. The Board’s decision to adopt this change was the result of extensive consideration and took into account many factors, including our commitment to strong corporate governance practices.

Communication with the Board. The Board has established a process for stockholders to send communications to it. Stockholders may communicate with the Board, or any director or committee chairperson, by writing to such parties in care of Jaclyn Jesberger, Secretary, ACRES Commercial Realty Corp., 390 RXR Plaza, Uniondale, NY 11556. Communications addressed to the Board generally will be forwarded either to the appropriate committee chairperson, all directors or the individual directors to whom the communication is addressed. Communications may be submitted confidentially and anonymously. Under certain circumstances, we may be required by law to disclose the information or identity of the person submitting the communication. No action was taken by the Board as a result of any communication received during fiscal year 2025 from a stockholder. Some concerns communicated to the Board also may be referred to our internal auditor or our Chief Legal Officer. The Chairman of the Board or the Chairman of the Audit Committee may direct that concerns be presented to the Audit Committee, or to the full Board, or that they otherwise receive special treatment, including retention of external counsel or other advisors.

Attendance at Annual Meetings. We do not have a formal policy regarding Board member attendance at our annual meeting of stockholders. All of our Board members attended last year’s annual meeting of stockholders, and we anticipate that all of them will attend the Meeting.

Director Orientation and Continuing Education. We believe that director orientation and continuing education are important to the Board’s ability to fulfill its responsibilities and enhance the overall effectiveness and performance of the Board. New directors participate in an onboarding process, which includes meetings with senior management, presentations on the Company’s strategic plans, financial statements and key issues, policies and practices. The Company requires directors to participate in continuing education programs on corporate governance, and the Company is a member of the Corporate Board Member Network (formerly known as the Corporate Board Member Institute), which gives directors access to board education programs, conferences and other resources.

Stockholder Engagement. We make a conscious effort to engage with our stockholders, virtually or in person, by regularly attending investor conferences, commercial real estate conferences and holding one-on-one meetings and calls with stockholders and potential investors to gain a better understanding of the issues that are important to them. These meetings include existing stockholders who own our common, preferred or convertible securities as well as prospective investors and research analysts. Since our last annual meeting, we have engaged and continue to engage with many of our stockholders including our largest stockholders. Our management team discusses investment strategies, competitive positioning of the company and our financial performance and historical financial results as well as environmental and sustainability matters. Our continuous dialogue helps ensure that our interests remain well aligned with those of our stockholders.

Board Leadership Structure and Role in Risk Oversight

Our Corporate Governance Guidelines provide for the separation of the offices of Chairman and Chief Executive Officer. Currently, Andrew Fentress serves as Chairman of the Board and Mark Fogel serves as Chief Executive Officer and President. We believe separating the Chairman of the Board and Chief Executive Officer positions provides the most effective leadership structure. It allows the Board to benefit from having two strong voices

bringing separate views and perspectives to meetings and gives us the benefit of the significant expertise that both Messrs. Fentress and Fogel have in finance and real estate.

Risk management, led by our officers and the Board, is a company-wide function that is an integrated effort to identify, assess and manage risks that may affect our ability to execute on our business strategy and fulfill our business objectives. The Board’s role is to oversee this function. The Board regularly reviews information regarding our operational, financial, legal, data security and strategic risks. Specifically, senior management personnel attend quarterly meetings of the Board, provide presentations on operations including significant risks, and are available to address any questions or concerns raised by our Board. The Board continuously reviews our corporate governance structure and evaluates whether any changes are necessary or desirable.

The Audit Committee enhances the Board’s oversight of risk management. The Audit Committee’s role is also one of oversight, recognizing that management is responsible for executing our risk management policies. The Audit Committee’s responsibilities include discussing with management our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. The Audit Committee also discusses guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also oversees our internal audit function and is responsible for monitoring the integrity, and ensuring the transparency, of our financial reporting processes and systems of internal controls regarding finance, accounting and regulatory compliance. Additionally, the Audit Committee monitors and evaluates potential credit risks with respect to our investments to address changing conditions as well as oversees the internal controls relating to credit risk management and disclosure. As discussed below, the Audit Committee also reviews and discusses information technology and cybersecurity. The Audit Committee incorporates its risk oversight function into its regular reports to the Board.

The Compensation Committee and the Nominating and ESG Committee assist the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs and risks associated with Board organization, membership and structure, succession planning, corporate governance and sustainability and corporate responsibility matters. The Board reviewed with the Compensation Committee its compensation policies and practices applicable to our Manager that could affect our assessment of risk and risk management. Following such review, the Board determined that our compensation policies and practices, pursuant to which we pay no cash compensation to our officers and our Manager’s employees (with the exception of reimbursements for certain officers, which we discuss in the Compensation Discussion and Analysis) because they are compensated by our Manager, do not create risks that are reasonably likely to have a material adverse effect on us.

The Investment Committee exercises the authority of the Board to supervise our Manager’s compliance with the investment guidelines approved by the Board and to approve any proposed investments within the limits set forth in the investment guidelines described above.

Succession Planning. Although the Board reviews succession and development plans annually, in 2022 we adopted a Succession Planning Policy that governs ACRES. The Succession Planning Policy addresses the succession plan for key positions, including our Chief Executive Officer and Chief Financial Officer, as well as policies for selection and succession in the event of incapacitation, emergency situations, operational needs, retirement or resignation and development plans for potential successors.

Cybersecurity. Oversight of cybersecurity is a joint responsibility of the Board and the Audit Committee. With respect to cybersecurity risk oversight, the Audit Committee as well as the Board receive periodic reports and/or updates from management on the primary cybersecurity risks that we and our Manager face and the measures we and our Manager are taking to mitigate such risks, including the development and implementation of policies, procedures, standards and technical measures to create an environment that is designed to minimize exposure to cyber threats and recovery from adverse events, if any. Additionally, the Audit Committee and Board receive updates from management regarding changes to our cybersecurity risk profile or certain newly identified risks.

The Audit Committee as well as the Board consider our cybersecurity posture and risk exposure with management, taking into consideration our operations and the types of data retained on our systems as part of its periodic review of our risk management. The Audit Committee and the Board review our cybersecurity program and risk exposure with management on at least an annual basis and receives periodic reports from our cybersecurity

compliance firm on the primary cybersecurity risks that we and our Manager face and the measures we are taking to mitigate such risks. The Audit Committee or the Board may also conduct additional cybersecurity reviews or receive additional updates or reports as they deem necessary.

Our cybersecurity program is composed of various controls and activities performed in order to identify, protect, detect, respond to cybersecurity threats. We contract with a third-party IT firm and cybersecurity compliance consultant who lead our cybersecurity risk management and risk assessment processes and have experience in managing information systems, developing cybersecurity strategy, implementing information security and cybersecurity programs, identifying and assessing cybersecurity risks and establishing incident response plans. They provide threat detection and conduct semi-annual testing on our systems. In addition to regularly reviewing and refining our protection strategies, we regularly assess personnel cyber knowledge and conduct cybersecurity training which is an annual requirement for all personnel. We also conduct phishing tests and follow-up education to ensure we are vigilant against this prevalent form of assault on company information and engage in annual risk assessments to identify emerging information security risks and maintain controls and related activities generally designed to align with National Institute of Standards and Technology Cybersecurity Framework (NIST CSF). We also maintain a cybersecurity insurance policy. We are not aware of any material security breach to date. A full description of our procedures for managing and disclosing cybersecurity risks and incidents can be found in Section 1C of our Annual Report on Form 10-K submitted with the Securities and Exchange Commission on March 9, 2026.

Business Continuity. We have a business continuity plan to ensure the safety of our personnel, facilities and business functions in the event of a disaster. We have established a corporate culture and company-wide focus on business continuity preparedness. Throughout this process, we reviewed potential disruption scenarios to identify and prioritize the systems and procedures that impact our ability to maintain continuity and have developed the tools and resources to allow us to perform nearly all our corporate functions from remote locations with little to no downtime. We periodically test our preparedness by conducting simulated outages to evaluate the quality of our preparation. Our critical assessment and enhancement of these capabilities has positioned us well for continuing to perform during these challenging times.

Delinquent Section 16(a) Reports

Under Section 16(a) of the Securities Exchange Act of 1934, our directors and executive officers and persons holding more than ten percent of any class of our equity securities, are required to file with the SEC initial reports of their ownership of our common stock and reports of changes in such ownership. Based solely on a review of reports filed with the SEC, or written representations from our directors and executive officers, we believe that during fiscal year 2025, our directors, executive officers, and ten percent stockholders were in compliance with the reporting requirements of Section 16(a).

Corporate Responsibility: Environmental, Social and Governance

We recognize the importance of environmental, social and governance issues and incorporate these considerations into our business practices and decision-making processes. We are a real estate finance company that primarily focuses on originating, holding and managing commercial real estate mortgage loans and may hold equity investments in commercial real estate property through direct ownership and joint ventures. As an externally managed company, our day-to-day operations are managed by our Manager and our executive officers under the oversight of our Board. Our executive officers are employees of our Manager. As such, many of the corporate responsibility initiatives undertaken by ACRES are relevant to and impact our business and the business decisions made on our behalf by employees of our Manager.

Through ACRES, we demonstrate our commitment to corporate responsibility and sustainability that is built on a strong foundation of transparency, governance and ethics. We are committed to operating with integrity, contributing to the local communities surrounding our offices, promoting diversity and inclusion and being thoughtful stewards of natural resources. ACRES also has a dedicated ESG committee that provides oversight and oversees our policies and operational controls for environmental, social and governance risk and is composed of employees from varying departments. The ESG Committee meets periodically to set goals and implementation timelines and monitor progress and results. The ESG Committee is also supported by our Board’s Nominating and ESG Committee that oversees our strategies related to corporate responsibility and sustainability. The ESG Committee is also supported by the full Board and communicates with them as well as across the organization to facilitate continuous improvement.

Below are highlights of our corporate responsibility initiatives and those of ACRES that are relevant to us and our business.

Environmental — We are committed to environmental sustainability. As an organization, we believe that we create a relatively small environmental footprint. Nevertheless, we believe in promoting a sustainable environment by using resources as efficiently and responsibly as practicable and we are focused on minimizing the environmental impact of our business where possible.

Sustainability Practices

Commercial Real Estate Sustainability & Investment Process

Managing the environmental risks associated with the properties securing each of our loans has always been a critical component of our investment and asset management processes. We evaluate environmental risks associated with our investments as part of the underwriting process. Prior to making an investment, we undertake a comprehensive due diligence analysis, employing internal ESG screening criteria, evaluating ESG risks and opportunities, including climate change risks and other portfolio-wide considerations. Our originations and business development team evaluates the borrower’s and sponsor’s ESG strengths and weaknesses based upon its own internal research process, third-party research and diligence and conversations with borrowers, counterparties and intermediaries as well as onsite visits and inspections. Our originations and business development team views ESG data as another input alongside traditional fundamental financial analysis when making investment decisions.

Additional ESG factors that we analyze as part of the loan underwriting include an evaluation of affordability considerations and consideration of sustainability and environmental impact of a property. We perform ESG diligence on potential investment sponsors, including responsible investing, anticorruption and anti-money laundering evaluations. We utilize environmental guarantees to ensure ongoing sponsor compliance with applicable laws and regulations and perform ongoing reviews of property owners and tenants.

We focus on and evaluate environmental risks associated with the properties that secure our loans.

We include representations, warranties and covenants in our loan documents to ensure ongoing sponsor compliance with all applicable environmental laws and receive an environmental indemnity from a creditworthy guarantor, or satisfactory environmental insurance, to provide recourse protection for any potential liability we may incur relating to environmental matters.

Compliance with Environmental Regulations

ACRES partners with sponsors to remediate any material environmental concerns prior to the origination of a loan and requires documentary provisions, such as representations and warranties, covenants, indemnities and other provisions governing environmental matters to ensure ongoing sponsor compliance with applicable environmental laws.

Social — Our greatest strength and most important asset are the members of the ACRES team, and their overall well-being is paramount. ACRES ensures that its employees have a rewarding, supportive, and healthy working environment in which to thrive and endeavors to support their success in all things. ACRES provides employees with opportunities for growth and development as well as a wide variety of resources to support their work and personal lives.

Human Capital Management Policies and Practices

Diversity and Inclusion

Employee Engagement, Training and Development

Employee Benefits

Governance — We are committed to strong alignment with our stakeholders in governance, ethics, and compliance. We operate under a code of business conduct and ethics, and all ACRES employees are required to undertake compliance training annually.

Board Composition and Effectiveness

Governance Policies

Financial Disclosures

Anti-Corruption and Related Due Diligence

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics applicable to all directors, officers and employees. We will provide to any person without charge, upon request, a copy of our code of business conduct and ethics. Any such request should be directed to us as follows: ACRES Commercial Realty Corp., 390 RXR Plaza, Uniondale, NY 11556, Attention: Secretary. Our code of business conduct and ethics is also available on our website at www.acresreit.com.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consisted of Messrs. Kessler, Levin and Neff during fiscal year 2025. None of them was an officer or employee of ours or any of our subsidiaries or affiliated companies during fiscal year 2025

or was formerly an officer or employee of ours, with the exception of Mr. Kessler who served as an officer until 2009. None of our executive officers was a director or executive officer of any entity of which any member of the Compensation Committee was a director or executive officer during fiscal year 2025.

Report of the Audit Committee

The Audit Committee has approved the following report.

In connection with its function of overseeing and monitoring the Company’s financial reporting process, and the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), the Audit Committee has:

The Audit Committee has provided this report. This report shall not be deemed incorporated by reference by any general statement incorporating this proxy statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

The Audit Committee of the Board of Directors:

P. Sherrill Neff, Chairman

Karen Edwards

Steven J. Kessler

2025 DIRECTOR COMPENSATION

In this section we describe, or reference, our compensatory arrangements with all persons who served as directors on our Board in 2025. These arrangements include (a) our arrangements with a director who is also a named executive officer, or NEO (defined below), (b) our compensation packages for our directors who are independent and are compensated for their services as a director, and (c) our arrangements with directors who are affiliated with our Manager. Our arrangements with Mr. Fogel, who is a NEO as well as a director, is further described below under “Executive Compensation.” Our arrangements with our non-employee directors are described in this section. As described below in “Certain Relationships and Related Party Transactions,” subject to the internalization discussed in this proxy statement, we are currently an externally managed REIT and, on July 31, 2020, our management contract was acquired by the Manager (the “ACRES Transaction”). In connection with the ACRES Transaction, two directors affiliated with the Manager, Messrs. Fentress and Fogel, were appointed to the Board. The arrangements with these directors are described in this section in the footnotes to the table below.

Non-employee directors receive an annual $100,000 cash retainer for their compensation, paid quarterly, plus the cash compensation they receive for serving on various committees. The annual pay package is designed to attract and retain highly-qualified, independent directors to represent our stockholders. In addition, the members of the Investment Committee (Messrs. Ickowicz and Kessler) each received an additional $30,000 in cash, the members of the Audit Committee (Messrs. Neff and Kessler, and Ms. Edwards) each received an additional $10,000 in cash, and the members of the Compensation Committee (Messrs. Kessler, Levin and Neff) each received an additional $5,000 in cash. In addition, the chairmen of the Audit Committee and the Compensation Committee (Messrs. Neff and Kessler, respectively) each received an additional $5,000 in cash for service as chairmen of those committees.

Directors are also eligible for restricted stock grants that are tied to our achievement of performance parameters using our book value as a benchmark. See “Compensation Discussion and Analysis” below.

The following table sets forth director compensation for each of our directors who served at any time during 2025:

DIRECTOR COMPENSATION TABLE

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation program for 2025. We use our executive compensation program to attract, motivate and retain our named executive officers (“NEOs”) and other executives. In particular, we will explain how the Compensation Committee of the Board made 2025 compensation decisions for our NEOs:

Objectives of Our Compensation Program

As described below in “Certain Relationships and Related Party Transactions,” subject to the internalization discussed in this proxy statement, we are currently an externally managed REIT. Under our management contract, our manager is required to provide us with a management team, including a Chief Executive Officer and President, along with appropriate support personnel, to provide the management services to be provided by the manager to us (the "Management Agreement"). The Management Agreement also provides that the members of that team will devote such of their time to our management as may be reasonably necessary and appropriate, commensurate with our level of activity from time to time. However, the Management Agreement requires that the Manager provide us with a Chief Financial Officer who shall be fully dedicated to us and a sufficient amount of services of additional accounting, finance and investor relations professionals. The Management Agreement provides that, without regard to the amount of compensation received under the Management Agreement by the Manager, the Manager bears the expense of the wages, salaries and benefits of the Manager’s officers and employees, with the exception that we bear the expense of the Chief Financial Officer and the professionals and employees of any defined ancillary operating subsidiaries we may establish, in proportion to their percentage of time allocated to our operations.

As a result of these arrangements under the Management Agreement, we do not currently have any employees. All of our NEOs are employees of our Manager provided to be part of our management team. We have not paid any cash compensation to our NEOs. Pursuant to these arrangements, we reimburse our Manager for the wages, salary and benefits paid to certain of our NEOs in proportion to their time allocated to our business as described below under “Setting Executive Compensation – Manager and Company Roles.”

In previous years, we have made equity incentive awards to our NEOs from time to time. Our philosophy and process in making these awards are described below under “Setting Executive Compensation – Company Equity Incentives.”

Setting Executive Compensation

Manager and Company Roles. Currently, our NEOs are employees of our Manager and the determination of the base salary and cash incentive compensation paid to our NEOs is made solely by our Manager. The base salaries and cash incentive compensation paid to our Chief Financial Officer are presented to the Compensation Committee for approval. The Compensation Committee also approved the allocated portion of our Chief Accounting Officer’s and Chief Legal Officer’s base salary and bonus that were allocated to us for 2025. The analyses and determinations for our NEOs’ compensation are not based upon any particular compensation matrix or formula, but are instead based upon qualitative evaluations of their contributions to the Company.

Pursuant to the Management Agreement, we reimburse our Manager for the wages, salary and benefits paid to our Chief Financial Officer. Our Manager has allocated a portion of our Chief Accounting Officer’s and Chief Legal Officer’s salary to us for reimbursement and we also reimburse our Manager for the wages, salaries and benefits of certain of its employees who provide services to us. Subject to the exceptions noted above, our Manager bears the expense of the wages, salaries and benefits of the Manager’s officers and employees providing service to us.

We pay fees to our Manager pursuant to the Management Agreement, and although we do not control how such fees are allocated by ACRES Capital or our Manager, we believe that an unspecified portion of the base salary and cash incentive compensation paid to our NEOs is derived from fees paid by us. As discussed above, the Management Agreement does not require our NEOs to dedicate a specific amount of time to fulfilling the Manager’s obligations to us under the Management Agreement (except for our Chief Financial Officer who shall be fully dedicated to us) and does not require a specific amount or percentage of fees paid to the Manager to be allocated to the NEOs. Our Manager does not compensate its employees specifically for such services because these individuals also provide management and other services to other entities that are sponsored, managed or advised by affiliates of the Manager. As a result, the Manager is unable to fully segregate and identify the portion of the compensation paid or awarded to the NEOs by the Manager that relates solely to their services to us. Accordingly, we disclose the cash amounts paid by ACRES to our NEOs for which we reimburse our Manager in the Summary Compensation Table below. However, based upon discussions with our Manager, we estimate that the aggregate cash compensation paid to our NEOs that may reasonably be associated with their management of our company totaled approximately $1.8 million in 2025. This aggregate amount represents approximately 16% of the $11.5 million in total base management fees and expense reimbursements paid or accrued by us to our Manager in fiscal year 2025. Of this $11.5 million, we estimate that approximately 12% represented fixed compensation (e.g., salaries) and 4% represented variable compensation (e.g., performance-based bonuses). Our Manager did not use a specific formula to calculate the variable pay portion of our NEOs’ compensation. Generally, our Manager takes into account a number of factors such as the individual’s position, his or her contributions to the business, the performance of the company and market practices, and applies its discretion in considering and weighing such factors.

Company Equity Incentives. Prior to the ACRES Transaction, our Compensation Committee, from time to time, granted equity awards in the form of restricted stock to NEOs pursuant to our omnibus equity compensation plan, as amended from time to time. These awards were designed to align the interests of our NEOs with those of our stockholders, by correlating their compensation to the performance of our stock and by allowing them to share in the creation of value for our stockholders through stock price appreciation and dividends. Our former Chief Executive Officer’s incentive stock compensation was determined by the Compensation Committee. All other grants of our incentive stock compensation were recommended by our Chief Executive Officer for approval by our Compensation Committee. Our Chief Executive Officer provided the Compensation Committee with key elements of our NEOs’ performance during the year and their contribution to the Company to assist the committee in its determinations and approvals. Our Chief Executive Officer, at the Compensation Committee’s request, historically attended committee meetings to provide insight into our NEOs’ performance. These equity awards were subject to time-based vesting requirements designed to promote the retention of management, incentivize long term objectives and achieve strong performance for us.

Subsequent to the ACRES Transaction, the Compensation Committee and the Board determined that issuances of equity would be tied to our achievement of performance parameters using our book value as the appropriate benchmark. We believe that the performance parameters will create alignment of interest between our stockholders and the individuals responsible for our assets including members of the Manager and the independent directors and will also serve to create more transparency for all stockholders. The Compensation Committee will grant up to 333,333 restricted shares under the equity compensation plans when each of the following book value targets are met: $21.00, $24.00, $27.00, $30.00, $33.00 and $36.00. In May 2022, the Compensation Committee issued 10% of the restricted shares permitted to be awarded, to our directors (with the exception of Messrs. Fentress and Fogel), and the remainder of the restricted shares to the Manager when the Company reported a book value of $24.00. In May 2024, the Compensation Committee issued 10% of the restricted shares permitted to be awarded, to our directors (with the exception of Messrs. Fentress and Fogel), and the remainder of the restricted shares to the Manager when the Company reported a book value of $27.00. In March 2026, the Compensation Committee issued 10% of the restricted shares permitted to be awarded, to our directors (with the exception of Messrs. Fentress and Fogel), and the remainder of the restricted shares allowed to be issued under the ACRES Commercial Realty Corp. Manager Incentive Plan to the Manager when the Company reported a book value of $30.00. The restricted stock grants were all subject to a four-year vesting period and all future grants will be subject to such vesting period. The performance parameters apply to all grants under the equity compensation plans. Our Compensation Committee operates under a written charter adopted by our Board, a copy of which is available on our website at www.acresreit.com.

Elements of Our Compensation Program

As described above, our NEOs do not receive cash compensation from us, however, pursuant to the Management Agreement, we have agreed to reimburse our Manager for certain costs of legal, tax, accounting,

consulting, auditing, administrative and other similar services rendered for us. We reimburse ACRES for the wages, salary and benefits of our Chief Financial Officer and a portion of the wages, salary and benefits of our Chief Accounting Officer and Chief Legal Officer as well as certain of Manager’s employees who provide services to us.

Historically, we have made grants of restricted stock to our NEOs, and the restricted stock grants would vest 33.33% per year over three years and have full voting and dividend rights. As discussed above, subsequent to the ACRES Transaction, the Compensation Committee and the Board determined that issuances of equity awards would be tied to our achievement of performance parameters using our book value as the appropriate benchmark. Such restricted stock will be subject to a four-year vesting period. Our NEOs did not receive grants of restricted stock for 2025, 2024 nor 2023 compensation.

Compensation and Risks

We believe that the risks material to our business are those that derive from broad-based economic trends and specific trends relating to particular loans, assets securing such loans and properties we hold. We do not believe that these risks are materially affected by, or materially arise from our compensation policies, as our compensation is in the form of equity grants that typically vest over time. We believe this encourages our executives to focus on sustained share price appreciation, rather than short-term results.

Compensation Committee Report

We have reviewed and discussed with management the Compensation Discussion and Analysis prepared by management. Based on this review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis prepared by management be included in this Proxy Statement and incorporated by reference into our 2025 Annual Report.

The Compensation Committee of the Board of Directors:

Steven J. Kessler, Chairman

Murray S. Levin

P. Sherrill Neff

EXECUTIVE COMPENSATION

Executive Compensation Summary

The following table sets forth certain information concerning the compensation earned for the fiscal years ended December 31, 2025, 2024 and 2023 for our NEOs:

SUMMARY COMPENSATION TABLE

Description of Relationships Between Compensation Actually Paid and Performance

The graphs below describe, in a manner compliant with the relevant rules, the relationship between Compensation Actually Paid and the individual performance measures shown.

CEO PAY RATIO

As an externally managed company, we do not have any direct employees. Also, Mr. Fogel, our Chief Executive Officer, does not receive any direct compensation from us for his services and we do not reimburse any affiliate for compensation paid to Mr. Fogel. Accordingly, the CEO to median employee pay ratio is not applicable.

GRANTS OF PLAN-BASED AWARDS TABLE

During 2025, we did not make any restricted stock awards to our NEOs and there were no stock options granted during 2025.

Potential Post-Employment Payments

We do not have employment or severance agreements with any of our NEOs and, except as set forth below, are not obligated to make any payments to our NEOs upon termination of employment. Pursuant to our stock award agreements, in the event that any NEO’s service is terminated (except in the case of death or disability), all unvested stock awards will immediately be forfeited by the NEO unless otherwise approved by the Compensation Committee at the time of termination. Additionally, if any NEO commits any act of malfeasance or wrongdoing affecting us or our affiliates, breaches any covenant not to compete or an employment contract with us or an affiliate or engages in conduct that would warrant its discharge for cause, all unvested stock awards will immediately be forfeited.

Anti-Hedging and Pledging Policies

We have a policy prohibiting directors, officers and employees from speculative trading in our securities, including hedging transactions, short selling, trading in put options, call options or other derivative securities or holding our securities in margin accounts. Our policy also prohibits directors, officers and employees from pledging our securities as collateral for a loan, except in certain limited circumstances and subject to prior approval by our Chief Legal Officer. To our knowledge, all such individuals are in compliance with these policies.

Clawback Policy

Effective December 1, 2023, our Board adopted a Policy for the Recovery of Erroneously Awarded Compensation (“clawback policy”) in accordance with Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act and the NYSE listing standards. In the event the Company is required to prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under U.S. federal securities laws, the clawback policy requires the Company to recover erroneously awarded incentive-based compensation received by our current and former executive officers as well as the Manager under the Management Agreement, to the extent that compensation was based on the attainment of a financial reporting measure. The amount recoverable is the compensation received by the executive or the Manager that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts. The Compensation Committee administers the clawback policy.

Say on Pay Vote

At our 2025 annual meeting of stockholders, we provided our stockholders with the opportunity to vote to approve, on a non-binding advisory basis, our executive compensation. The description of the compensation of our NEOs in our proxy statement for our 2025 annual meeting included, and this Proxy Statement includes, additional information relating to the portion of the management fee that was allocated to aggregate NEO compensation as well as the proportion of fixed versus variable pay. Approximately 93% of the votes cast at our 2025 annual meeting of stockholders voted in favor of our executive compensation as described in our proxy statement for the 2025 annual meeting of stockholders. We believe this reflects general stockholder support for our executive compensation program and philosophy. Based upon this feedback, the Compensation Committee determined to continue our current compensation practices as described herein.

Equity Compensation Plan Information

The following table summarizes certain information about our 2005 Stock Incentive Plan, Third Amended and Restated Omnibus Equity Compensation Plan and ACRES Commercial Realty Corp. Manager Incentive Plan, our only compensation plans under which our equity securities are authorized for issuance, as of December 31, 2025.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Relationships and Related Party Transactions

Relationship with ACRES. Our Manager is a subsidiary of ACRES Capital Corp., a private commercial real estate lender exclusively dedicated to nationwide middle market CRE lending with a focus on multifamily, student housing, hospitality, industrial and office property in top US markets. Andrew Fentress, our Chairman, serves as Managing Partner, and is a shareholder and board member of ACRES Capital Corp. and Mark Fogel, our President, Chief Executive Officer and Director, serves as its Chief Executive Officer and President and is also a shareholder and board member of Acres Capital Corp.

Management Agreement

We have a Management Agreement with our Manager pursuant to which our Manager provides the day-to-day management of our operations. The agreement was amended and restated on July 31, 2020 in connection with the ACRES Transaction and further amended on February 16, 2021, May 6, 2022 and February 15, 2024. The Management Agreement requires our Manager to manage our business affairs in conformity with the policies and investment guidelines established by our Board. Our Manager provides its services under the supervision and direction of our Board. Our Manager is primarily responsible for the selection, purchase and sale of our portfolio investments, our financing activities and providing us with investment advisory services. Our Manager and its affiliates also provide us with a Chief Financial Officer and a sufficient number of additional accounting, finance, tax and investor relations professionals. Our Manager receives fees and is reimbursed for its expenses as follows:

Incentive compensation is calculated and payable quarterly to our Manager to the extent it is earned. Up to 75% of the incentive compensation is payable in cash and at least 25% is payable in our common stock. Our Manager may elect to receive more than 25% of its incentive compensation in common stock.

The Management Agreement’s current contract term ends on July 31, 2026, and the agreement provides for automatic one-year renewals on such date and on each July 31 thereafter until terminated in accordance with its terms.

For the year ended December 31, 2025, our Manager earned base management fees of approximately $6.4 million. No incentive management fees were earned during the year ended December 31, 2025. During the year ended December 31, 2025, we reimbursed our Manager $5.1 million for compensation expenses and costs. Also, at December 31, 2025, we had payables to our Manager pursuant to the Management Agreement totaling approximately $466,000.

On July 31, 2020, ACRES Realty Funding, Inc., formerly RCC Real Estate, Inc., our direct wholly owned subsidiary, provided a $12.0 million loan (the “ACRES Loan”) to ACRES Capital Corp. evidenced by the Promissory Note from ACRES Capital Corp. The ACRES Loan accrues interest at 3.00% per annum payable monthly. The monthly amortization payment is $25,000. The ACRES Loan matures in July 2026, subject to two, one-year extensions (at ACRES Capital Corp.’s option) subject to the payment of a 0.5% extension fee to ACRES Realty Funding, Inc. on the outstanding principal amount of the ACRES Loan. On March 13, 2025, we amended and restated the Promissory Note. The ACRES Loan was amended and restated to: (i) be issued by ACRES Holdings, LLC, (ii) provide for a six month option for ACRES Capital Corp. to draw an additional balance of $7.0 million, and (iii) if such option is exercised, (a) to extend the maturity to July 31, 2031, (b) increase the interest rate to 5% and (c) increase the monthly amortization to $50,000. The six month option period ended and was not exercised. During the year ended December 31, 2025, we recorded interest income of $320,000 on the ACRES Loan. At December 31, 2025, the ACRES Loan had a principal balance of $10.4 million and had no interest receivable.

We retained equity in two securitization entities that were structured for us by our Manager. Under the Management Agreement, our Manager was not separately compensated by us for executing these transactions and was not separately compensated for managing the securitization entities and its assets. The two securitizations were liquidated during March 2025.

Relationship with ACRES Mortgage Loan Funding, LLC. In July 2025, we sold $45.8 million of a $72.0 million CRE whole loan commitment that originated in the second quarter of 2025 to ACRES Mortgage Loan Funding, LLC. We transferred $344,000 of the origination fee related to the portion of this CRE whole loan to ACRES Capital, LLC. No loans were co-originated during the year ended December 31, 2025.

Relationship with ACRES Capital Servicing LLC. Under the MassMutual Loan Agreement, ACRES Capital Servicing LLC (“ACRES Capital Servicing”), an affiliate of ACRES Capital Corp. and the Manager, served as the portfolio servicer. Additionally, ACRES Capital Servicing served as the special servicer of ACR 2021-FL1 and ACR 2021-FL2 prior to their liquidation in March 2025. In February 2026, we closed the 2026-FL4 securitization transaction and ACRES Capital Servicing serves as special servicer. During the year ended December 31, 2025, ACRES Capital Servicing received no portfolio servicing fees and earned $182,000 in special servicing fees.

Relationship with ACRES Collateral Manager, LLC. ACRES Collateral Manager, LLC, an affiliate of ACRES Capital Corp. and the Manager, served as the collateral manager of ACR 2021-FL1 and ACR 2021-FL2, a role for which it waived its fee. In March 2025, ACR 2021-FL1 and ACR 2021-FL2 were liquidated. In February 2026, we closed the 2026-FL4 securitization transaction and ACRES Collateral Manager, LLC serves as collateral manager, a role for which it waived its fee.

Relationship with ACRES Development Management, LLC. ACRES Development Management, LLC (“DevCo”) is a wholly owned subsidiary of ACRES Capital Corp., the parent of our Manager. DevCo acts in various capacities as a co-developer or owner’s representative for direct equity investments within our portfolio. In November 2021, December 2021 and April 2022, the joint venture entities of the three CRE equity investments acquired through direct investment entered into development agreements with DevCo (the “Development Agreements”).

Pursuant to the Development Agreements, DevCo agreed to manage the development of the projects associated with each equity investment in accordance with a development standard in exchange for fees equal to

between 1.25% and 1.5% of all project costs. During the year ended December 31, 2025, we did not incur nor pay fees for services rendered under the Development Agreements.

Relationship with ACRES Share Holdings, LLC. During the year ended December 31, 2025, we did not issue any shares to ACRES Share Holdings, LLC, a subsidiary of our Manager, in connection with the incentive compensation payable to the Manager under the Management Agreement. In March 2026, we issued a total of 204,765 shares of common stock under our Manager Incentive Plan to ACRES Share Holdings, LLC after we reached the established per share book value target of $30.00 per share. Each grant vests 25% over four years. Additionally, in March 2026, we granted ACRES Share Holdings, LLC a stock ownership waiver allowing it to exceed the 9.8% ownership limitations set forth in our charter. The stock ownership waiver allows ACRES Share Holdings, LLC to hold up to 18% of our outstanding shares of common stock.

Relationship with McCallum JV. In September 2024, ACRES Realty Funding, Inc., our direct, wholly owned subsidiary, entered into a $33.7 million senior loan commitment and a $1.5 million mezzanine loan commitment with McCallum JV in which we hold a 50% interest. The loans have an initial maturity date of September 5, 2027. The senior loan has a rate of one-month Term SOFR plus a spread of 2.75%, while the mezzanine loan has a fixed rate of 20.00%. At December 31, 2025, the senior loan was fully funded, while the mezzanine loan had an outstanding balance of $1.4 million.

Relationship with Pacmulti JV. In March 2025, ACRES RF, a direct, wholly owned subsidiary, entered into a $70.8 million senior loan commitment and a $13.5 million mezzanine loan commitment with Pacmulti JV in which we hold a 50% interest. The loans have an initial maturity date of May 5, 2030. The senior loan has a rate of one-month Term SOFR plus a spread of 3.41%, while the mezzanine loan has a fixed rate of 15.00%. At December 31, 2025, the senior loan has been fully funded, while the mezzanine loan had an outstanding balance of $12.1 million.

Relationship with AMF Levered II, LLC. During the year ended December 31, 2025, AMF Levered II, LLC, a wholly owned subsidiary of ACRES Mortgage Fund, Ltd., purchased a $125.0 million non-controlling interest in SPE 2025-1. During the year ended December 31, 2025, we allocated $4.0 million in earnings related to operations and distributed $353,000 of income, net of expenses to AMF Levered II, LLC. Additionally, at December 31, 2025, we had a distribution payable balance of $516,000. AMF Levered II, LLC owns 43% of SPE 2025-1 and assumed its proportionate share of risk in the underlying assets and the liabilities, including the JPMorgan Chase 2025 Facility.

Policies and Procedures Regarding Related Party Transactions

We have established written policies regarding investing in investment opportunities in which our Manager and ACRES has an interest and regarding investing in any investment fund or CLO vehicles structured, co-structured or managed by our Manager or ACRES.

Additionally, we have an Allocation Policy with our Manager that contains the policies and procedures for the allocation of investment opportunities between us and as subsidiary of our Manager involving commercial mortgage loans. Commercial loan opportunities are allocated based upon the loan’s purpose, interest rate, proposed

duration and available capital. If the loan falls within the general allocation parameters and is suitable for both of us, the loan will be allocated based upon available capital, including the availability of financing.

Except as described above, we have not adopted a policy that expressly prohibits transactions between us and any of our directors, officers, employees, security-holders or affiliates. However, our code of business conduct and ethics prohibits any transaction that involves an actual or potential conflict, except for transactions permitted under guidelines that may be adopted by our Board. No such guidelines have been adopted as of the date of this proxy statement. In addition, our Board may approve a waiver of the code of business conduct and ethics for a specific transaction, which must be reported to our stockholders to the extent required by applicable law or NYSE rules.

PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

Section 14A of the Exchange Act requires our Board to provide our stockholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation of our NEOs as set forth in this proxy statement in accordance with the compensation disclosure rules of the SEC. This proposal is also referred to as the “Say on Pay” vote.

As discussed in the Compensation Discussion and Analysis section of this proxy statement, although we do not pay cash compensation to any of our NEOs, we do reimburse ACRES for the compensation and benefits paid to our Chief Financial Officer, and a portion of the compensation and benefits paid to our Chief Accounting Officer and Chief Legal Officer as well as certain of Manager’s employees who provide services to us. Further, as discussed in the Compensation Discussion and Analysis section, we may make awards under our equity compensation plans upon our achievement of performance parameters to align the interests of our NEOs with those of our stockholders.

This vote is non-binding. However, we highly value the opinions of our stockholders. Accordingly, the Board and the Compensation Committee will take the results of this advisory vote into consideration with respect to future executive compensation arrangements for our NEOs.

For the reasons set forth above, the Board recommends that you vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion of this proxy statement, is hereby approved.”

THE BOARD OF DIRECTORS HEREBY RECOMMENDS A VOTE FOR THE ADVISORY RESOLUTION SET FORTH IN THIS PROPOSAL 2, APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm to audit the financial statements of the Company for the fiscal year ending December 31, 2026. Ernst & Young LLP (“EY”), our current independent registered public accounting firm, will continue as the independent registered public accounting firm until the filing of the Company’s Form 10-Q for the period ended March 31, 2026. Although stockholder approval is not required by our Bylaws or otherwise, the Board is submitting the appointment of PwC to our stockholders for ratification as a matter of good corporate practice. If the selection of PwC is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if PwC is approved, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of us and our stockholders.

We expect that representatives of PwC will be present at the annual meeting and have the opportunity to make a statement if they desire, and will be available to respond to appropriate questions. We do not anticipate that representatives of EY will be present at the annual meeting to make a statement or to respond to questions.

Change in Independent Registered Public Accounting Firm

As reported on our Current Report on Form 8-K, filed with the SEC on April 30, 2026 (the “Change of Auditor Current Report”), in connection with the appointment of PwC, the Audit Committee dismissed our prior independent registered public accounting firm, EY, effective upon the filing of our Form 10-Q for the period ended March 31, 2026. The dismissal of EY was not the result of any disagreement on any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedure.

The reports of EY on the consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. Additionally, during the fiscal years ended December 31, 2025 and 2024, as well as the subsequent interim periods through April 30, 2026, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to EY’s satisfaction, would have caused EY to make reference thereto in its reports. During the fiscal years ended December 31, 2025 and 2024, as well as the subsequent interim periods through April 30, 2026, there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).

We provided to EY the disclosure contained in the Change of Auditor Current Report and requested EY to furnish a letter addressed to the Commission stating whether it agrees with the statements made by us (the “EY Letter”), and, if not, stating the respects in which it does not agree. The EY Letter has been filed as Exhibit 16.1 to the Change of Auditor Current Report.

During our two most recent fiscal years ended December 31, 2025 and 2024, as well as the subsequent interim periods through April 30, 2026, neither us nor anyone acting on our behalf consulted with PwC regarding either (1) the application of accounting principles to a specified transaction regarding us, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and no written report or oral advice was provided to us that PwC concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (2) any matter regarding us that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Effective upon the filing of our Form 10-Q for the period ended March 31, 2024, the Audit Committee dismissed our prior independent registered public accounting firm, Grant Thornton LLP ("Grant Thornton") and engaged EY as its new independent public accounting firm. The dismissal of Grant Thornton was not the result of any disagreement on any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedure.

Principal Accountant Fees and Services

The following table presents fees for professional services rendered by EY and Grant Thornton for the audit of our annual financial statements for 2025 and 2024 and fees billed for other services rendered by EY and Grant Thornton for those periods (dollars in in thousands).

Ernst & Young

Grant Thornton

Audit Committee Pre-Approval Policies and Procedures. The Audit Committee, on at least an annual basis, reviews audit and non-audit services performed by our independent registered public accounting firm, as well as the fees charged by our independent registered public accounting firm for such services. We consider such non-audit fees and services when assessing auditor independence. Our policy is that all audit and non-audit services must be pre-approved by the Audit Committee. All of such services were pre-approved during the year ended December 31, 2025.

THE BOARD OF DIRECTORS HEREBY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP TO AUDIT OUR FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.

PROPOSAL 4: THE STOCK ISSUANCE PROPOSAL

On April 29, 2026, the Company and Merger Sub, on the one hand, and ACC and Manager, on the other hand, entered into the Merger Agreement pursuant to which ACC will merge into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of the Company, which will result in the internalization of the management of the Company (the “Internalization Merger”). As a result of the Internalization Merger, among other things, (i) the Company will acquire Manager (ii) Manager will cease to perform any outside management services for the Company, (iii) the Company and Manager will terminate the Management Agreement (as defined below) between the parties, and (iv) the Company will become internally managed.

At the effective time of the Internalization Merger (the “Effective Time”), (i) each outstanding share of common stock, par value $0.0001 per share, of ACC (“ACC Common Stock”) will be converted into the right to receive the number of shares of our common stock, par value $0.001 per share (“Company Common Stock”) equal to the exchange ratio (the “Exchange Ratio”) of 2.61882, subject to certain adjustments provided in the Merger Agreement (the “Merger Consideration”), and (ii) the Fourth Amended and Restated Management Agreement, dated as of July 31, 2020, by and among the Company, Manager and ACC (the “Management Agreement”), will terminate for no additional consideration. Accordingly, the Company expects to issue an aggregate of approximately 7.487 million shares of common stock at the closing (the “Closing”) of the Internalization Merger (the “Stock Issuance”), the exact number of which will be determined based on the number of outstanding shares of ACC Common Stock immediately prior to the Closing. The net increase in the outstanding Company Common Stock resulting from the Internalization Merger is expected to be approximately 6.3 million shares, after giving effect to the elimination of shares of Company Common Stock held by ACC in consolidation.

The Company is required to obtain stockholder approval of the Stock Issuance under Sections 312.03(b)(i), 312.03(b)(ii) and 312.03(c) of the NYSE Listed Company Manual (the “NYSE Manual”). Accordingly, stockholders are asked to approve the Stock Issuance in connection with the Internalization Merger (referred to as the “Stock Issuance Proposal”). For a summary and detailed information about the Internalization Merger and the Merger Agreement, please refer to the information set forth in the sections titled “The Internalization Merger” and “The Merger Agreement.” A copy of the Merger Agreement is attached hereto as Annex A.

Pursuant to the Merger Agreement, approval of the Stock Issuance Proposal is a condition to completing the Internalization Merger.

We are authorized to issue 41,666,666 shares of common stock under our charter. As of April 29, 2026, 7,131,101 shares of Company Common Stock are outstanding.

The Board, based on the unanimous recommendation of the Special Committee to the Board, recommends that stockholders vote “FOR” the Stock Issuance Proposal.

Reasons for the Proposal

The Company is committed to enhanced governance practices that incorporate the views of long-term stockholders. We believe a dedicated internal management team and enhanced governance attributes will put the Company on par with other leading publicly traded REITs. In addition, ACC’s national commercial real estate lending business and investment advisory business make it an attractive business combination partner of the Company. The Board believes the Internalization Merger with ACC will bring various benefits to the Company, including:

NYSE Requirements

We are asking our stockholders to vote on the Stock Issuance Proposal for the purposes of complying with Section 312.03(b)(i), Section 312.03(b)(ii) and Section 312.03(c) of the NYSE Manual.

Under Section 312.03(b)(i) of the NYSE Manual, subject to certain exceptions, a company is required to obtain stockholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions, to a director, officer or substantial security holder of the company (each a “Related Party”) if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance. Under Section 312.03(b)(ii) of the NYSE Manual, a company is required to obtain stockholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, where such securities are issued as consideration in a transaction or series of related transactions in which a Related Party has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the company or assets to be acquired or in the consideration to be paid in the transaction or series of related transactions and the present or potential issuance of common stock, or securities convertible into common stock, could result in an issuance that exceeds either 5% percent of the number of shares of common stock or 5% of the voting power outstanding before the issuance. The following directors and officers of the Company, who are also holders of ACC Common Stock, have interests in the Merger Consideration and will receive shares of Company Common Stock issued as Merger Consideration that could exceed the thresholds under Section 312.03(b)(i) and/or Section 3.1203(b)(ii): (i) Mark Fogel, our President, Chief Executive Officer and Director; (ii) Andrew Fentress, our Chairman, (iii) Jaclyn Jesberger, our Chief Legal Officer and Secretary; (iv) Michael Pierro, our Senior Vice President, (v) Kyle Brengel, our Vice President - Operations, and (vi) Richard Persaud, our Vice President – Finance.

Additionally, under Section 312.03(c) of the NYSE Manual, subject to certain exceptions, a company is required to obtain stockholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock; or (ii) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. The number of shares of Company Common Stock that will be issued in the Stock Issuance will exceed 20% of both the voting power and the shares of our outstanding common stock before such issuance.

RISK FACTORS

In addition to other information included elsewhere in this proxy statement, you should carefully consider the following risk factors in deciding whether to vote for the Stock Issuance Proposal. The following risk factors apply to the business and operations of the Company and ACC and will also apply to the business and operations of the combined company following the completion of the Internalization Merger. You should also read and consider the other information in this proxy statement and the other documents incorporated by reference into this proxy statement.

Risks Related to the Internalization Merger

The Internalization Merger is subject to a number of conditions and may not be consummated in a timely fashion or at all.

The completion of the Internalization Merger is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement. In addition, under circumstances specified in the Merger Agreement, the Company or ACC may terminate the Merger Agreement, including if the Internalization Merger has not been consummated by December 31, 2026. While it is currently anticipated that the Internalization Merger will be completed in the third quarter of 2026, there can be no assurance that the conditions to the Closing will be satisfied in a timely manner or at all, or that an effect, event, circumstance, occurrence, development or change will not transpire that could delay or prevent these conditions from being satisfied. If the Internalization Merger is not completed within the expected timeframe or at all, such delay or failure to complete the Internalization Merger may materially and adversely affect the synergies and other benefits that we may expect to achieve as a result of the Internalization Merger and could result in additional transaction costs, loss of revenue or other effects associated with uncertainty about the Internalization Merger, and the trading price of our common stock may decline significantly.

The Internalization Merger was negotiated between the Special Committee, which is comprised solely of disinterested members of our board of directors, and ACC, which is affiliated with certain of our officers and directors.

The Internalization Merger was negotiated with ACC, which is owned in part by certain of our officers and directors. As a result, those officers and directors have different interests than the Company. This conflict would not exist in the case of a transaction negotiated with unaffiliated third parties. Moreover, if ACC or Manager breaches any of the representations, warranties or covenants made by it in the Merger Agreement, we may choose not to enforce, or to enforce less vigorously, our rights because of our desire to maintain our ongoing relationship with certain of our directors and officers.

Certain of our directors and executive officers have interests in the Internalization Merger that are different from, and conflict with, the interests of us and our stockholders.

Certain directors and executive officers of the Company have interests in the Internalization Merger and the other transactions described in this proxy statement that are different from, or in addition to, the interests of our stockholders generally and that create conflicts of interest, including (i) the payment of Merger Consideration in connection with the Internalization Merger directly or indirectly to these individuals, and (ii) the entry by the Company into employment agreements with certain directors and executive officers of the Company that will become effective upon closing of the Internalization Merger. See “The Internalization Merger – Interests of the Company’s Directors and Executive Officers in the Internalization Merger” for a description of the interests of these directors and executive officers in the Internalization Merger.

We have incurred, and may continue to incur, substantial expenses related to the Internalization Merger.

We have incurred substantial legal, accounting, financial advisory and other costs in connection with the Internalization Merger. We may incur significant additional costs in connection with the completion of the Internalization Merger. There are a number of factors beyond our control that could affect the total amount or the timing of the transaction and integration expenses. Many of the expenses that will be incurred are, by their nature, difficult to estimate accurately at the present time.

There has been no public market for ACC Common Stock and the lack of a public market makes it difficult to determine the fair market value of ACC.

The outstanding shares of ACC Common Stock are privately held and are not traded on any public market. The lack of a public market may make it more difficult to determine the fair market value of ACC. The value ascribed to the ACC Common Stock in other contexts, including in private valuations or financings, may not be indicative of the price at which the outstanding shares of ACC Common Stock may have traded if they were traded on a public market. The Merger Consideration was determined based on negotiations between the parties and likewise may not be indicative of the fair market value or the fair price at which the outstanding shares of ACC Common Stock may have traded if they were traded on a public market.

We may be exposed to risks to which we have not historically been exposed, including liabilities with respect to the assets acquired from ACC and Manager.

The Internalization Merger will expose us to risks to which we have not historically been exposed. Pursuant to the Merger Agreement, we will incur liabilities with respect to the assets acquired from ACC and Manager, including (but not limited to) those related to Manager’s investment advisory business; see “Risks Related to ACC’s Business” below for some of these additional risks. As a result of the Internalization Merger, we will employ persons who are currently employed by ACC. As their employer, we will be subject to those potential liabilities that are commonly faced by employers, such as workers’ disability and compensation claims, potential labor disputes and other employee-related liabilities and grievances, and we will bear the costs of the establishment and maintenance of employee benefit plans, if established. There are no assurances that, following the Internalization Merger, these employees of ACC will be able to provide us with the same level of services as was previously provided to us by ACC, and there may be other unforeseen costs, expenses and difficulties associated with operating as an internally managed company.

Risks Related to the Company’s Business

Risk factors specific to our business will also affect the combined company after the completion of the Internalization Merger. These risks are described in our Annual Report on Form 10-K for the year ended December 31, 2025, particularly under the section titled “Risk Factors.”

Risks Related to ACC’s Business

Manager is currently registered as an investment adviser, subjecting it to extensive regulation and examination by the SEC that could adversely affect its ability to manage our business.

Manager, a wholly-owned subsidiary of ACC, is currently registered as an investment adviser with the SEC. As a result, Manager is subject to extensive regulation which could adversely affect its ability to manage its business. Investment advisers are subject to various requirements under the Investment Advisers Act of 1940 (the “Investment Advisers Act”) such as fiduciary duties to clients, anti-fraud provisions, substantive prohibitions and requirements, contractual and record-keeping requirements and administrative oversight by the SEC (primarily by inspection). In addition, investment advisers must continually address potential conflicts between their interests and those of clients. Although Manager has established certain policies and procedures designed to mitigate conflicts of interest, there can be no assurance that these policies and procedures will be effective in doing so. It is possible that actual, potential or perceived conflicts of interest could give rise to investor dissatisfaction, litigation or regulatory enforcement actions. If Manager is deemed to be out of compliance with any such rules and regulations, Manager may be subject to civil liability, criminal liability and/or regulatory sanctions.

Manager’s investment advisory services business has client concentration, with a limited number of clients accounting for a significant portion of fees.

Manager’s investment advisory services business has a limited number of clients that account for a substantial portion of its fees. Revenues from these clients may fluctuate from time to time based on these clients’ business needs and client experience, the timing of which may be affected by market conditions or other factors outside of its control. Competitive pressures may also cause Manager to reduce the prices it charges, which could have an adverse effect on its margins and financial position and could negatively affect its revenues. If any large client terminates its relationship with Manager or materially reduces the services they acquire from Manager, such termination or reduction could materially reduce its revenue. Manager’s ability to attract, grow, and retain a diverse and balanced client base may

affect its ability to grow its revenues. Manager’s ability to attract clients depends on a variety of factors, including its service offerings. If Manager is unable to expand or improve its service offerings, it may fail to develop, grow, and retain a diverse and balanced client base, which could adversely affect its investment advisory business and the revenues derived therefrom. Many of these factors are outside of Manager’s control and any one of them could adversely affect Manager’s business, financial condition and results of operations.

ACC’s business and is highly dependent on macroeconomic and U.S. real estate market conditions.

ACC’s business has been, and may continue to be, affected by a number of factors that are beyond its control, including the health of the U.S. real estate industry, changes in general economic conditions, including increases and decreases in interest rates, inflation, credit spreads and market competition. These conditions are outside of ACC’s control and which may impact its ability to source or acquire quality and profitable loans at an appropriate and consistent cost.

Risks Related to the Combined Company Following the Internalization Merger

We may be unable to realize the anticipated benefits of the Internalization Merger within the anticipated timeframe or at all.

The Internalization Merger involves the integration of ACC, that currently is a separate legal entity. We will be required to devote management attention and resources to the integration of ACC’s business in order to realize the anticipated benefits and synergies of the Internalization Merger. We may encounter potential difficulties in combining the companies, including, but not limited to, the inability to achieve the expense efficiencies expected to result from the Internalization Merger, potential unknown liabilities and unforeseen increased expenses associated with the Internalization Merger and ACC’s operations, and possible inconsistencies in standards, control procedures and policies.

It is possible that the integration process could take longer than anticipated or that the management of the combined organizations and achievement of anticipated benefits and synergies could be more difficult than expected. The integration of ACC into the Company could also result in the disruption of ongoing businesses, processes, systems and business relationships or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect our ability to achieve the anticipated benefits of the Internalization Merger. The integration process is subject to a number of risks and uncertainties, and no assurance can be given that the anticipated benefits of the Internalization Merger will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could adversely affect our business, financial condition and results of operations.

We may not be able to retain the key employees who are critical to the success of the combined company’s business.

The combined company’s success will depend upon the continued efforts, abilities and expertise of its executive teams and other key employees, who possess financial, executive and administrative skills that will be critical to the operation of the combined company’s business following the Internalization Merger. Uncertainty about the effect of the Internalization Merger and integration of ACC into the Company could have an adverse effect on ACC’s employees, which may cause certain key employees to pursue other career opportunities. While we expect to enter into employment agreements with certain members of ACC’s senior management team providing for their continued service following the Internalization Merger and the Board, upon recommendation of the Compensation Committee, have entered into non-binding employment term sheets with these individuals (please refer to our Current Report on Form 8-K filed on April 30, 2026 for a summary of these term sheets), there is no assurance that we will successfully execute the anticipated employment agreements, nor can these agreements assure us of the continued services of such employees. The loss of any key employee, or the failure to identify and recruit their replacement, could adversely affect our business, financial condition and results of operations following the Internalization Merger.

The unaudited pro forma condensed combined financial information included elsewhere in this proxy statement may not be representative of our results after the Internalization Merger.

The unaudited pro forma condensed combined financial information included elsewhere in this proxy statement has been presented for informational purposes only and is not necessarily indicative of the financial position

or results of operations that actually would have occurred had the Internalization Merger been completed as of the date indicated, nor is it indicative of the future operating results or financial position of the Company following the Internalization Merger. The unaudited pro forma condensed combined financial information does not reflect future events that may occur after the Internalization Merger. The unaudited pro forma condensed combined financial information presented elsewhere in this proxy statement is based in part on certain assumptions regarding the Internalization Merger that we believe are reasonable under the circumstances. We cannot assure you that the assumptions will prove to be accurate over time.

Your percentage ownership in the combined company will be diluted and may be further diluted in the future.

A substantial amount of Company Common Stock will be issued in connection with the Internalization Merger, which will dilute current stockholder ownership in the Company. Stockholders’ percentage ownership in the Company may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including equity awards that the Company might be granting to directors, officers and other employees after the completion of the Internalization Merger and from time to time, including pursuant to the 2026 EIP. Such awards will have a dilutive effect on our earnings per share, which could adversely affect the market price of the Company Common Stock.

THE INTERNALIZATION MERGER

General

Pursuant to the Merger Agreement, ACC will merge into Merger Sub, whereupon the separate existence of ACC will cease, and Merger Sub will continue as the surviving entity and a wholly-owned subsidiary of the Company. At the Effective Time, (i) each outstanding share of ACC Common Stock will be converted into the right to receive the number of shares of Company Common Stock equal to the Exchange Ratio of 2.61882, subject to certain adjustments provided in the Merger Agreement, and (ii) the Management Agreement will terminate for no additional consideration. Accordingly, the Company will issue an aggregate of approximately 7.487 million shares of Company Common Stock at the Closing as Merger Consideration; the net increase in the outstanding Company Common Stock resulting from the Internalization Merger is expected to be approximately 6.3 million shares, after giving effect to the elimination of shares of Company Common Stock held by ACC in consolidation. The Management Agreement will terminate in accordance with the terms of the Merger Agreement upon Closing. Consummation of the Internalization Merger will result in the internalization of the management of the Company.

Approval of the Stock Issuance Proposal is a condition to completing the Internalization Merger.

Parties to the Internalization Merger

The Company

We are a Maryland corporation, incorporated in 2005, and a real estate finance company that is organized and conducts our operations to qualify as a real estate investment trust (“REIT”) for federal income tax purposes under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. Our investment strategy is primarily focused on originating, holding and managing commercial real estate (“CRE”) mortgage loans and equity investments in commercial real estate property through direct ownership and joint ventures. We are currently externally managed by Manager, a subsidiary of ACC.

Our common stock is listed on the NYSE under the symbol “ACR.”

Our principal executive offices are located at 390 RXR Plaza, Uniondale, New York 11556, and our telephone number is 516-535-0015.

Merger Sub

Merger Sub is a Delaware limited liability company and wholly owned subsidiary of the Company that was formed on March 23, 2026 solely for the purpose of effecting the Internalization Merger. Upon Closing, ACC will be merged with and into Merger Sub, with Merger Sub continuing as the surviving entity. Merger Sub has not conducted any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

Merger Sub’s principal executive offices are located at c/o ACRES Commercial Realty Corp., 390 RXR Plaza, Uniondale, New York 11556, and its telephone number is 516-535-0015.

ACC and Manager

ACC is a Delaware corporation. ACC is engaged in sourcing, structuring, underwriting and managing first mortgage CRE loans through its subsidiaries, including Manager and other third parties. Since its inception, ACC has provided a lending platform for any phase of middle market commercial real estate projects across industries. ACC sources mortgage loans from known sponsors in its network, subject to its screening and underwriting process, with a focus on first-lien multifamily, industrial, hospitality, mixed-use, office and self-storage loans with sizes ranging from $10 million to $150 million. In 2025, ACC recorded over $2 billion in origination.

Manager is a New York limited liability company. Manager is an SEC-registered investment adviser that has been providing asset management and investment advisory services since 2012. In addition to providing management service to the Company, Manager serves as investment manager to various clients that invest in commercial mortgage loan investments, CRE and related assets. As of December 31, 2025, Manager had assets under management (“AUM”) of approximately $4.7 billion.

ACC is a privately held company and there is no public trading market for ACC Common Stock. Its principal executive offices are located at 390 RXR Plaza, Uniondale, New York 11556, and its telephone number is 516-535-0015.

Background of the Internalization Merger

The following chronology summarizes the key meetings and events that led to the execution of the Merger Agreement and the Company’s determination to effect the Internalization Merger. The following chronology is a summary and does not purport to catalogue every meeting or action of the Special Committee, as defined below, the Board or the Company’s management.

The Board, along with management, regularly discusses and considers opportunities to expand the Company’s business, reduce costs and enhance stockholder value. From time to time, these opportunities have included the discussion and consideration of various strategic transactions, including mergers, acquisitions, partnerships, investments, joint ventures, and other business initiatives and structural changes. As part of these discussions, the Board and the Company’s management have generally considered the potential benefits of internalizing the Company’s management, particularly because (i) many other externally-managed mortgage REITs have internalized in recent years as a means to increase shareholder value, and (ii) many mortgage REITs have considered strategic transactions as a path to increasing size and scale. The Board and management also discussed the challenges many mortgage REITs have faced in growing their asset bases through traditional capital raising, in light of the sector generally trading at significant discounts to book value. As part of these ongoing discussions and considerations, the Board would periodically discuss and consider strategic transactions that might include ACC, the Manager or their affiliates, particularly in light of potential synergies with the Company and the potential for the Company to increase its size and scale through any such transaction. During these discussions, the Board took note that ACC, through the Manager, managed a large amount of complimentary assets to the Company and that ACC, by virtue of management fees it receives from clients other than the Company, could produce an additional revenue stream for the Company. Some of these discussions included presentations and/or materials from financial and other advisors regarding strategic transactions, including an internalization and/or combination with ACC.

At a Board meeting on October 29, 2025, the Board discussed an internalization of management, and the potential to grow the Company’s equity base and explore an accretive structure. At this Board meeting, the Board considered an internalization in a more deliberate manner. At the Board’s instruction, members of the Company’s management prepared, on behalf of ACC and for the purpose of facilitating a more refined discussion regarding the Internalization Merger, a more detailed financial analysis of an internalization through a combination of the Company with ACC.

Following the Board meeting on October 29, 2025, a number of informal discussions were held among independent directors, as well as with the Company’s management, regarding the potential benefits of an internalization through the acquisition of ACC by the Company. As part of these discussions, the Board discussed with management how, among other things, the proposed internalization transaction could reduce costs, align stockholders’ interest with that of management, provide enhanced transparency and governance, and grow stockholder value through the addition of investment advisory income. In early January 2026, ACC, through the Company’s management, provided the Board with a detailed financial analysis of the Internalization Merger, as well as additional materials regarding internalizations generally. Near the end of January, the Board assessed that it would be beneficial to consider a more formal review of an internalization by acquiring ACC and issuing shares of common stock as consideration. Recognizing the interests that certain members of the Board might have in the transaction, and upon the advice of legal counsel, the Board determined that a special committee consisting solely of independent and disinterested members should be responsible for negotiating, considering, reviewing and potentially approving the terms of the Internalization Merger.

On January 27, 2026, the Board formed a special committee (the “Special Committee”), consisting of P. Sherrill Neff, Karen Edwards, Gary Ickowicz and Steven J. Kessler, all of whom are independent directors of the Board and are disinterested in the Internalization Merger, and delegated to the Special Committee the authority to negotiate, consider, review and potentially approve the terms of the Internalization. Mr. Neff was appointed the Chairman of the Special Committee by the Board. As discussed below, the Special Committee held a total of 30 meetings.

On February 5, 2026, the Special Committee held a meeting and discussed the potential benefits of the Internalization Merger, including cost savings, increased equity base, enhanced brand visibility, alignment of interest

and the additional fee income from ACC’s investment advisory business. The Special Committee also discussed the potential risks of the Internalization Merger, including dilution of current stockholders’ ownership, uncertain stockholder vote outcome, and general timing and execution risks. The Special Committee also reviewed and discussed an analysis of ACC’s financial impact on the Company, if combined, as presented in materials provided to the Special Committee from ACC.

In February 2026, the Special Committee, after interviewing various potential advisors, engaged accountants, legal counsel, a financial advisor, and a compensation consultant to assist and advise the Special Committee and the Company in relation to the Internalization Merger. In particular, Hunton Andrews Kurth LLP (“Hunton”), was engaged as legal counsel to the Special Committee, and BTIG, LLC (“BTIG”) was engaged as the financial advisor to the Special Committee on the basis of BTIG’s experience with similar transactions and its reputation in the financial services industry as a nationally recognized investment banking firm.

On February 10, 2026, the Special Committee held a meeting with representatives of ACC, whereby the parties discussed a financial analysis prepared by ACC regarding the potential benefits of the Internalization Merger. Following that meeting, and at the instruction of the Special Committee, representatives of ACC refined such analysis to reflect the discussion and questions asked by the Special Committee.

In February 2026, at the instruction of the Special Committee, ACC held various meeting with the professional advisors to discuss the potential structure, mechanics and timeline of the Internalization, and provided periodic updates to the Special Committee. In addition, the Special Committee held meetings on February 13, 2026, February 19, 2026, February 20, 2026, March 3, 2026 and March 10, 2026 (including multiple meetings on certain dates), whereby the members of the Special Committee discussed the progress of various Internalization Merger-related workstreams and the financial model. During the period of time, ACC also held discussions with its legal and other advisors on various aspects of the proposed Internalization Merger.

On March 17, 2026, Hunton, legal counsel to the Special Committee, circulated the initial draft of the Merger Agreement reflecting the Internalization Merger to the Special Committee. Hunton also circulated the draft Merger Agreement to BTIG and the Company’s Maryland legal counsel.

On March 18, 2026, Hunton circulated the initial drafts of term sheets related to the employment agreements that the Company expected to enter into with certain members of senior management in connection with the Internalization Merger (the “Employment Term Sheets”) to the Special Committee. The drafts reflected comments and input received from the compensation consultant to the Special Committee.

On March 19, 2026, Hunton circulated the draft terms of 2026 EIP to the Special Committee. The draft reflected comments and input received from the compensation consultant to the Special Committee.

On March 20, 2026, the Special Committee held a meeting with Hunton to discuss the terms of the Merger Agreement, after which Hunton revised the Merger Agreement. On March 24, 2026, at the direction of the Special Committee, Hunton circulated a draft of the Merger Agreement to ACC.

On March 24, 2026, management of the Company and representatives of ACC, BTIG and Hunton held a meeting to discuss the progress of the Merger Agreement, financial statements and other workstreams related to the Internalization Merger.

On March 24, 2026, the Special Committee held a meeting with representatives of the compensation consultant to review and discuss the compensation consultant’s findings regarding the Company’s director and executive compensation compared to its peer group. Based on these findings, the compensation consultant proposed certain changes to the Company’s existing director and executive compensation structure.

On March 25, 2026, the Special Committee held a meeting with representatives of Hunton to review and discuss the proposed terms and features of the 2026 EIP, which was circulated to the Special Committee in advance of the meeting. The representatives of Hunton provided a general review of the 2026 EIP, noting that it is a customary plan for employees, directors and those who provide services to the Company, and that the Special Committee’s compensation consultant had provided advice to ensure the plan’s compliance with ISS guidelines. The representatives of Hunton also answered questions from the Special Committee about the types of awards granted under the 2026 EIP, and administration and other key provisions of the 2026 EIP.

On March 26, 2026 and March 30, 2026, the Special Committee held meetings with representatives of BTIG to review and discuss their financial analyses of the Internalization Merger which included, among other things, the

historical and projected financial information of ACC, valuation metrics and methodologies, case studies of publicly traded comparable businesses, and other factors that could be relevant in the calculations and determination of the Exchange Ratio and the Merger Consideration. The Special Committee and representatives of BTIG also discussed the potential impact on ACC’s financial condition of an economic slowdown, and assessed ACC’s efforts in mitigating such impact. Following discussion, the Special Committee directed that BTIG should use the projected financial information of ACC in performing financial analyses relating to the rendering of their fairness opinion to the Special Committee.

On March 27, 2026, the Special Committee held a joint meeting with the Compensation Committee and representatives of the compensation consultant to discuss compensation of executive officers. On March 30, 2026, the Special Committee held a joint meeting with the Compensation Committee to review and discuss the termination benefits for the executive officers. On March 31, 2026, the Special Committee held a meeting with the compensation consultant and Hunton to discuss the Employment Term Sheets. Hunton, with the input of the Special Committee’s compensation consultant, had advised the Special Committee as to the types of customary terms these employment arrangement include.

On March 31, 2026, Hunton distributed a revised version of the Merger Agreement to the Special Committee, which reflected comments from ACC on the version ACC received on March 24, 2026. Representatives of Hunton discussed these comments with the Special Committee on April 1, 2026. On April 2, 2026, Hunton, at the request of the Special Committee, distributed a revised draft of the Merger Agreement to ACC that reflected the Special Committee’s review and comments to the draft it discussed with Hunton on April 1, 2026. Following April 2, 2026, the parties continued to discuss and finalize the Merger Agreement and related documents.

On April 3, 2026, Hunton distributed the revised Employment Term sheets to the Special Committee, which reflected comments from the Special Committee on March 30, 2026.

The Special Committee also held meetings on April 7, 2026, April 9, 2026, April 21, 2026 and April 29, 2026, whereby the members of the Special Committee discussed the progress of negotiations and other various Internalization-related workstreams. In addition to these meetings, Mr. Neff has discussed with Andrew Fentress various business and financial issues relating to the Internalization Merger, including negotiations of the purchase price. Mr. Neff has reported the results of these discussions to the Special Committee.

On April 29, 2026, the final meeting of the Special Committee was held. This meeting was attended by representatives of Hunton, BTIG, and management. In advance of the meeting, the Special Committee had been provided near final drafts of the Merger Agreement and other documents relevant to the Internalization Merger and the Special Committee’s consideration. A detailed discussion ensued regarding the Internalization Merger, the Merger Agreement and the related documents. During this meeting, representatives of BTIG reviewed with the Special Committee their financial analyses of the Merger Consideration. Representatives of BTIG also delivered to the Special Committee a customary relationship disclosure letter confirming the absence of certain relationships between BTIG, on the one hand. and the Company, ACC and the Manager, on the other hand, over the prior two years. Thereafter, BTIG delivered an oral opinion, subsequently confirmed by delivery of a written opinion, to the Special Committee, to the effect that, as of that date and based upon and subject to the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, the Merger Consideration to be issued by the Company to the holders of ACC Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to the Company. Following such discussion, the Special Committee unanimously determined that the Internalization Merger is advisable and in the best interests of the Company and its stockholders and approved the Merger Agreement, Internalization Merger and the other transactions contemplated by the Merger Agreement, and recommended that the Board approve the Merger Agreement, the Internalization Merger and the other transactions contemplated by the Merger Agreement, and recommend that the stockholders of the Company approve the Stock Issuance.

On April 29, 2026, the disinterested members of the Board, acting upon the recommendation of the Special Committee, determined that the Internalization Merger is advisable and in the best interests of the Company and its stockholders and approved the Merger Agreement and the Internalization Merger and the other transactions contemplated by the Merger Agreement, and resolved to recommend that the stockholders of the Company approve the Stock Issuance. Messrs. Fentress and Fogel recused themselves from any vote related to the Internalization Merger because of their respective interests in ACC. In addition, the Board, acting upon the recommendation of the Compensation Committee, determined that the it is advisable and in the best interests of the Company to approve, and therefore resolved to approve (i) the 2026 EIP, and (ii) the Employment Term Sheets, in anticipation of the

employment agreements that certain members of senior management are expected to enter into with the Company in connection with the Internalization Merger.

Interests of the Company’s Directors and Executive Officers in the Internalization Merger

In considering the recommendation of the Board, upon the recommendation of the Special Committee, to approve the Stock Issuance Proposal, stockholders should be aware that certain executive officers and directors of the Company may have certain interests in the Internalization Merger that may be different from, or in addition to, the interests of stockholders generally and that may present actual or potential conflicts of interest.

Certain directors and executive officers of the Company are currently holders of ACC Common Stock and are expected to receive shares of Company Common Stock as Merger Consideration; specifically, Mr. Fentress, Mr. Fogel and Ms. Jesberger are expected to receive substantial amounts of Company Common Stock (see also “Proposal 4: The Stock Issuance Proposal – NYSE Requirements”). We expect that our directors and executive officers will collectively be issued approximately 5.2 million shares of Company Common Stock as Merger Consideration. Each of Mr. Fentress, Mr. Fogel, Ms. Jesberger and Mr. Eldron Blackwell are also expected to enter into employment agreements with the Company, pursuant to which they will provide continued service to the Company following the Internalization Merger. The non-binding terms that are expected to be included in the employment agreements are summarized in our Current Report on Form 8-K, filed with the SEC on April 30, 2026; such summary does not purport to be a complete description of the anticipated employment agreements.

Members of the Special Committee are entitled to receive compensation for their services on the Special Committee in the amount of $15,000 per month for each member, and $25,000 for the chair per month each effective as of February 1, 2026 whereby 50% of the fee is to be paid in cash on a monthly basis and 50% of the fee shall accrue monthly and be paid in equity at the conclusion of the Internalization Merger. Due to the interests described above, the Internalization Merger constitutes a related party transaction. Consistent with NYSE rules and our policies, the Internalization Merger and the other transactions contemplated by the Merger Agreement were approved by the Special Committee, consisting of only independent and disinterested directors. The Board was aware of these interests and considered them, among other matters, in reaching its decision to approve the Internalization Merger and the other transactions contemplated by the Merger Agreement, based on the recommendation of the Special Committee.

Regulatory Approval

Neither the Company nor ACC is aware of any material federal or state regulatory requirements that must be complied with, or regulatory approvals that must be obtained, in connection with the Internalization Merger and the other transactions contemplated by the Merger Agreement, other than the requirement that shares of Company Common Stock to be issued in the Stock Issuance be approved for listing on the NYSE.

Appraisal Rights

Pursuant to Section 262 of the Delaware General Corporation Law (the “DGCL”), holders of record and beneficial owners of shares of ACC Common Stock who strictly comply with the procedures set forth in Section 262 of the DGCL have the right to dissent from the Internalization Merger and to seek appraisal of the fair value of their shares of ACC Common Stock, as determined by the Delaware Court of Chancery in accordance with Delaware law, together with interest, if any, on the amount determined to be the fair value. The Merger Agreement provides that shares of ACC Common Stock for which appraisal has been duly demanded in accordance with the DGCL and not effectively withdrawn or otherwise waived or lost (the “Dissenting Shares”) will not be converted into the right to receive the Merger Consideration, but instead will entitle the holder to payment for such Dissenting Shares in accordance with and to the extent provided by Section 262 of the DGCL.

Accounting Treatment

The Company prepares its financial statements in accordance with GAAP. The Company is the legal acquirer. The proposed transaction includes the acquisition of the management company, which includes a consolidated real estate fund for which the management company was determined to be the primary beneficiary, ACC’s origination platform as well as the personnel and processes to manage such assets. The acquired assets were not determined to be a group of similar identifiable assets. After consideration of all applicable factors pursuant to the business combination accounting rules, the proposed transaction is expected to be treated as a business combination under GAAP, with the Company and its subsidiaries as the acquirer.

The primary accounting differences between an asset acquisition and a business combination are that transaction costs are capitalized in an asset acquisition versus expensed in a business combination, and that no goodwill is recorded in an asset acquisition. Further, measurement of contingent consideration, if any, may be different.

In a business combination, the Company will measure the assets acquired and liabilities assumed based on their fair values and any difference to the total consideration exchanged is considered goodwill or a bargain purchase gain, as applicable.

Tax Treatment

The Internalization Merger is intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Code, and the Merger Agreement is intended to be and is adopted as a “plan of reorganization” for the Internalization Merger for purposes of Sections 354 and 361 of the Code.

Opinion of the Special Committee’s Financial Advisor

The Special Committee retained BTIG, LLC (“BTIG”) to act as the Special Committee’s financial advisor in connection with the Internalization Merger, pursuant to an engagement letter among BTIG, the Special Committee and the Company dated February 25, 2026. The Special Committee selected BTIG to act as its financial advisor in connection with the Internalization Merger on the basis of BTIG’s experience with similar transactions and its reputation in the financial services industry as a nationally recognized investment banking firm.

On April 29, 2026, at a meeting of the Special Committee held to evaluate the Internalization Merger, BTIG delivered an oral opinion, subsequently confirmed by delivery of a written opinion, to the Special Committee, to the effect that, as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, the Merger Consideration to be issued by the Company to the holders of ACC Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to the Company.

Consequences if the Internalization Merger is Not Completed

If the Internalization Merger is not completed, the Company will continue to be externally managed by Manager pursuant to the Management Agreement. Please also see “Risk Factors – The Internalization Merger is subject to a number of conditions” for risks related to failure to consummate the Internalization Merger.

THE MERGER AGREEMENT

The following is a summary of the material terms of the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. The summary of the material terms of the Merger Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and is incorporated by reference into this proxy statement. You are urged to read the Merger Agreement carefully and in its entirety because it, and not the description below or elsewhere in this proxy statement, is the legal document that governs the Internalization Merger. For purposes of this section, the Company, Merger Sub, ACC and Manager are collectively referred as the “Parties” and each of them, a “Party.”

The Merger

Pursuant to the Merger Agreement, ACC will merge into Merger Sub, whereupon the separate existence of ACC will cease, and Merger Sub will continue as the surviving entity and a wholly-owned subsidiary of the Company.

Closing; Effective Time

The Closing shall take place remotely pursuant to the exchange of signature pages at such time to be specified by the Parties one business day after all of the conditions set forth in the Merger Agreement (other than those conditions that by their terms are required to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions) shall have been satisfied or waived by the Party entitled to the benefit of the same.

At the Closing, the Parties shall cause the Internalization Merger to be effectuated by filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of merger (the “Certificate of Merger”) pursuant to the DGCL and the DLLC Act. The Internalization Merger shall become effective upon the time the Certificate of Merger has been accepted for record by the Secretary of State of the State of Delaware, or such later time which the Parties shall have agreed upon and designated in the Certificate of Merger in accordance with the DLLC Act as the effective time of the Internalization Merger (the “Effective Time”).

The limited liability company agreement of Merger Sub, as in effect immediately prior to the Effective Time, except for such changes as may be necessary to reflect any change of name of the applicable Surviving Entity, shall be the limited liability company agreement of such Surviving Entity immediately following the Effective Time, until thereafter amended in accordance with the applicable provisions thereof and in accordance with applicable Law.

Merger Consideration

At the Effective Time, each share of ACC Common Stock, issued and outstanding immediately prior to the Effective Time (excluding any Dissenting Shares, each as defined below) shall be converted into the right to receive (A) from the Company that number of validly issued, fully-paid and nonassessable shares of Company Common Stock equal to 2.61882 (the “Exchange Ratio”) and (B) any cash to be paid in lieu of any fractional shares of Company Common Stock, in each case, to be issued or paid in consideration therefor upon the surrender of any ACC Common Stock in accordance with Section 2.1 of the Merger Agreement.

The Exchange Ratio is calculated in accordance with the methodology set forth in the spreadsheet attached to the Merger Agreement. The Exchange Ratio shall be automatically adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into ACC Common Stock or Company Common Stock, as applicable), subdivision, reorganization, reclassification, recapitalization, combination, exchange of shares or other like change with respect to the number of shares of ACC Common Stock or Company Common Stock outstanding after the date hereof and prior to the Effective Time.

The extent that holders of ACC Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of ACC Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised and perfected his, her or its demand for appraisal or dissenters’ rights under Section 262 of the DGCL or such other applicable Law (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL or such other applicable law.

We estimate that an aggregate of 7,487,219 shares of Company Common Stock will be issued as Merger Consideration, the exact number of which will be determined based on the number of outstanding ACC Common Stock immediately prior to the Closing.

Exchange Procedures

The Company’s transfer agent shall act as exchange agent in the Internalization Merger (the “Exchange Agent”). Immediately prior to the Effective Time, the Company shall deposit with the Exchange Agent evidence of book-entry shares representing the shares of common stock of the Company issuable pursuant to the Merger Agreement and cash sufficient to pay cash in lieu of fractional shares.

Immediately following the Effective Time, the Exchange Agent shall issue book-entry shares representing the Merger Consideration that each holder of ACC Common Stock has the right to receive pursuant to the Merger Agreement, and each share of ACC Common Stock formerly held by each such holder following issuance of book-entry shares representing the Merger Consideration, shall be cancelled in accordance with the DGCL.

Payment of the Merger Consideration under the Merger Agreement is subject to applicable tax withholding requirements.

Representations and Warranties

The Merger Agreement contains representations and warranties by the Parties that are subject, in some cases, to certain exceptions and qualifications, including customary exceptions and qualifications related to knowledge, materiality and material adverse effect.

Representations and warranties by ACC and Manager to the Company and Merger Sub include, among other things, the following:

Representations and warranties by the Company and Merger Sub to ACC and Manager include, among other things, the following:

Covenants and Agreements

The Merger Agreement includes the following covenants and agreements by and among the Parties.

Conduct of ACC’s Business Prior to Closing

ACC and Manager each have agreed that during the period from the execution of the Merger Agreement to the Closing, they shall (i) implement certain internal reorganizations as set forth in the Merger Agreement, (ii) conduct their business in all material aspects in the ordinary course, consistent with past practice and in compliance with the requirements of the Management Agreement; (iii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to the Company; and (iv) use commercially reasonable preserve its relationships with others having business dealings with it relating to its business and business assets. In addition, during such period, ACC and Manager shall not conduct certain actions without the Company’s written consent, including, among other things, declaration and payments of dividends, issuance and redemption of capital stock, amendment or termination of any material contract, and termination of the employment of certain key employees, each subject to the qualifications and exceptions as set forth in the Merger Agreement.

Reasonable Best efforts

Subject to the terms and conditions of the Merger Agreement, the Parties each agree to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate, in the most expeditious manner practicable, the transactions contemplated by the Merger Agreement.

Restricted Securities

The shares of common stock to be issued as Merger Consideration will be issued pursuant to a “private placement” exemption or exemptions from registration under Section 4(a)(2) of the Securities Act and exemptions from qualification under applicable state securities laws. The Parties have agreed to comply in all material respects with all applicable provisions of and rules under the Securities Act and applicable state securities laws in connection with the offering and issuance of the Company Common Stock pursuant to this Agreement. The shares of common stock issued pursuant to the Merger Agreement will be “restricted securities” under the Federal and state securities laws and cannot be offered or resold except pursuant to registration under the Securities Act or an available exemption from registration.

D&O Indemnification

The Company agrees that all rights to indemnification and exculpation for acts or omissions occurring prior to the Closing now existing in favor of the current or former directors or officers (or persons holding similar positions) of ACC or Manager who have the right to indemnification or exculpation by ACC or Manager as provided in their respective organizational documents, indemnity or indemnification agreements, or as provided under applicable law shall survive the Internalization Merger, and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Closing, and the Company will, or will cause the surviving entity to, perform the respective indemnification obligations thereunder.

Termination of Management Agreement

The Parties agree that the Management Agreement shall be terminated at, and subject to, the Closing. Subject to the terms and conditions of the Merger Agreement, the Management Agreement shall be void and of no further effect after the Closing and the consummation of the Internalization Merger. The amount of accrued and unpaid management fee has been included in calculations in connection with the determination of the Exchange Ratio, and no such amount shall be separately payable upon termination of the Management Agreement.

R&W Insurance

The Company has agreed to obtain a representations and warranties insurance policy (the “R&W Insurance Policy”) in respect of ACC and Manager’s representations and warranties set forth in the Merger Agreement and has conditionally bound a R&W Insurance Policy pursuant to a binder agreement. The Company will bear the costs associated with obtaining the R&W Insurance Policy.

Other Agreements

The Parties have also agreed to certain other matters, including, among other things, cooperation in the preparation of this proxy statement, entry into the Key Employee Agreements, public announcements relating to the Merger Agreement and the Internalization Merger, access to ACC’s books and records and financial information between signing of the Merger Agreement and the Closing, application for NYSE listing of the shares to be issued pursuant to the Merger Agreement, treatment of certain employee loans, and other intercompany matters.

Conditions to Closing

Each Party’s obligation to close is conditioned upon: (i) approval of the Stock Issuance Proposal by the stockholders of the Company; (ii) approval of listing of the shares of common stock to be issued pursuant to the Merger Agreement on the NYSE; (iii) no governmental authority having jurisdiction over any Party shall have issued any injunctions or restraints prohibiting the consummation of the Internalization Merger, and (iv) each of the Company and ACC shall have satisfied certain obligations pursuant to their existing contractual agreements with investors or lenders.

The Company and Merger Sub’s obligation to close is conditioned upon, among other customary conditions, (i) the representations and warranties of ACC and Manager with respect to authority, capitalization and absence of material changes shall remain true and correct in all material respects, (ii) all other representations and warranties of ACC and Manager set forth in Article 3 of the Merger Agreement shall remain true and correct, except where the failure to be so true and correct would not have a material adverse effect on ACC, (iii) the pre-merger organization of ACC as set forth in the Merger Agreement shall have been fully implemented, (iv) the Key Employee Agreements shall remain effective pending only the Closing, and (v) receipt of certain deliverables as provided in the Merger Agreement.

ACC’s and Manager’s obligation to close is conditioned upon, among other customary conditions, (i) the representations and warranties of the Company and Merger Sub with respect to authority, capitalization and absence of material changes shall remain true and correct in all material respects, (ii) all other representations and warranties of the Company and Merger Sub set forth in Article 4 of the Merger Agreement shall remain true and correct, except where the failure to be so true and correct would not have a material adverse effect on the Company, and (iii) receipt of certain deliverables as provided in the Merger Agreement.

Termination

The Merger Agreement may be terminated under certain circumstances, including: (i) by mutual written consent of the Parties; (ii) if the Closing has not occurred on or before December 31, 2026 (unless extended by the Parties in accordance with the terms of the Merger Agreement); and (iii) upon an uncured breach by the other Party that would result in a failure of the conditions to the Closing to be satisfied;.

If the Merger Agreement is terminated, no Party will be liable for the payment of any termination fees to the other Parties.

Governing Law

The Merger Agreement is governed by the laws of the State of New York.

OPINION OF THE SPECIAL COMMITTEE’S FINANCIAL ADVISOR

In making its determination with respect to the Internalization Merger, the Special Committee also considered the financial analyses prepared by BTIG, and the opinion of BTIG as of April 29, 2026, as to the fairness, from a financial point of view, to the Company of the Merger Consideration to be issued by the Company to the holders of ACC Common Stock pursuant to the Merger Agreement.

The Special Committee retained BTIG to provide a fairness opinion in connection with its consideration of the Internalization Merger. In selecting BTIG, the Special Committee considered, among other things, the fact that BTIG is a reputable investment banking firm with substantial experience advising companies in the financial services industry and providing strategic advisory services in general. BTIG, as part of its investment banking business, is continuously engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes.

On April 29, 2026, at a meeting of the Special Committee held to evaluate the proposed Internalization Merger, BTIG delivered an oral opinion, subsequently confirmed by delivery of a written opinion, to the Special Committee, to the effect that, as of that date and based upon and subject to the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, the Merger Consideration to be issued by the Company to the holders of ACC Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to the Company.

The full text of the written opinion of BTIG, dated April 29, 2026, which sets forth the assumptions made, procedures followed, matters considered, limitations on the review undertaken and qualifications contained in connection with its opinion, is attached to this proxy statement as Annex B and is incorporated herein by reference in its entirety. The following summary of BTIG's opinion in this proxy statement is qualified in its entirety by reference to the full text of BTIG's opinion. Stockholders are urged to read BTIG's opinion carefully and in its entirety. BTIG provided its opinion for the information and assistance of the Special Committee in connection with its consideration of the Internalization Merger. BTIG's opinion was not intended to and does not constitute a recommendation to the Special Committee or the Board as to how the Special Committee or the Board should vote on the Internalization Merger or to any stockholder of the Company as to how any such stockholder should vote at any stockholders' meeting at which the Stock Issuance may be considered, or whether or not any stockholder of the Company should enter into a proxy, voting, stockholders' or affiliates' agreement with respect to or following the Internalization Merger, or exercise any redemption, repurchase, exchange or similar rights that may be available to such stockholder.

In rendering its opinion, BTIG has, among other things:

In rendering its opinion, BTIG has relied upon and assumed, with the Company’s acknowledgement and consent, without independent investigation or verification, the accuracy and completeness of all of the financial and other information that was provided to BTIG by or on behalf of the Company or ACC, or that was otherwise reviewed by BTIG, and BTIG has not assumed any responsibility for independently verifying any of such information. With respect to the ACC Projections, BTIG was advised by the management of the Company, and assumed, that the ACC Projections were reasonably prepared on the basis of reflecting the best currently available estimates and judgments of the management of ACC as to the future operating and financial performance of ACC and that they provided a reasonable basis upon which BTIG could form its opinion. All such projected financial information is based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in such projected financial information. BTIG has relied on this projected information without independent verification or analysis and does not in any respect assume any responsibility for the accuracy or completeness thereof.

BTIG also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of the Company or ACC since the date of the last financial statements made available to BTIG. BTIG did not make or obtain any independent evaluation, appraisal or physical inspection of either the Company’s or ACC’s assets or liabilities, nor was BTIG furnished with any such evaluation or appraisal. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, BTIG assumes no responsibility for their accuracy.

BTIG assumed, with the Company’s consent, that there are no factors that would delay or subject to any adverse conditions any necessary regulatory or governmental approval and that all conditions to the Internalization Merger will be satisfied and not waived. BTIG also assumed that the Internalization Merger would be consummated substantially on the terms and conditions described in the Merger Agreement, without any waiver of material terms or conditions by the Company or any other party, and that obtaining any necessary regulatory approvals or satisfying any other conditions for consummation of the Internalization Merger would not have an adverse effect on the Company, ACC or the Internalization Merger. BTIG also assumed that the Internalization Merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations and all other laws applicable to the Company and ACC. BTIG further assumed that the Company relied upon the advice of its counsel, independent accountants and other advisors (other than BTIG) as to all legal, financial reporting, tax, accounting and regulatory matters with respect to the Company, ACC, the Internalization Merger and the Merger Agreement.

BTIG's opinion is limited to whether, as of the date thereof, the Merger Consideration to be issued by the Company to the holders of ACC Common Stock pursuant to the Merger Agreement (the “Company Common Stock Issuance”) was fair, from a financial point of view, to the Company, and does not address any other terms, aspects or implications of the Internalization Merger or any other transactions, including, without limitation, the form or structure of the Internalization Merger, any consequences of the Internalization Merger or any other transactions on the

Company, its stockholders, creditors or any other constituencies of the Company, or any terms, aspects or implications of any voting, support, stockholder, credit or other agreements, arrangements or understandings contemplated or entered into in connection with the Internalization Merger or otherwise. BTIG's opinion also did not consider, address or include: (i) any other strategic alternatives currently (or which have been or may be) contemplated by the Company; (ii) the legal, tax or accounting consequences of the Internalization Merger on the Company, its stockholders or any other party; or (iii) the fairness of the amount or nature of any compensation to any officers, directors or employees of the Company or ACC, or any class of any such person, relative to the compensation paid to any other party.

Furthermore, BTIG expressed no opinion as to the prices, trading range or volume at which the Company’s securities will trade following public announcement or consummation of the Internalization Merger or other transactions contemplated by the Merger Agreement. BTIG acted as financial advisor to the Special Committee in connection with the Internalization Merger and, in such capacity, assisted the Special Committee in evaluating, structuring and negotiating the Internalization Merger. However, BTIG’s opinion and related financial analyses did not address, and BTIG did not provide a separate analysis or opinion with respect to, the form or structure of the Internalization Merger or such other transactions.

BTIG's opinion is necessarily based on economic, market, financial and other conditions as they existed on April 29, 2026, and on the information made available to BTIG by or on behalf of the Company, ACC or their respective advisors, or information otherwise reviewed by BTIG, as of the date of BTIG's opinion. Subsequent developments may affect the conclusion reached in BTIG's opinion and BTIG does not have any obligation to update, revise or reaffirm its opinion. Further, the credit, financial and stock markets are often affected by periods of volatility and BTIG expressed no opinion or view as to any potential effects of such volatility on the Company, ACC or the terms of the Internalization Merger. BTIG's opinion was for the information of, and directed to, the Special Committee for its information and assistance in connection with its consideration of the financial terms of the Internalization Merger. BTIG's opinion does not constitute a recommendation to the Special Committee or the Board as to how the Special Committee or the Board should vote on the Internalization Merger or to any stockholder of the Company as to how any such stockholder should vote at any stockholders' meeting at which the Company Common Stock Issuance or any related transactions may be considered, or whether or not any stockholder of the Company should enter into a proxy, voting, stockholders' or affiliates' agreement with respect to or following the Internalization Merger, or exercise any redemption, repurchase, exchange or similar rights that may be available to such stockholder. In addition, BTIG's opinion did not compare the relative merits of the Internalization Merger with any other alternative transactions or business strategies which may have been available to the Company and did not address the underlying business decision of the Special Committee, the Board or the Company to proceed with or effect the Internalization Merger.

BTIG is not a legal, tax, regulatory or bankruptcy advisor. BTIG has not considered in its opinion any potential legislative or regulatory changes currently being considered or recently enacted by the United States Congress, the Securities and Exchange Commission (the "SEC"), or any other regulatory bodies, or any changes in accounting methods or generally accepted accounting principles that may be adopted by the SEC or the Financial Accounting Standards Board. BTIG's opinion is not a solvency opinion and does not in any way address the solvency or financial condition of the Company or ACC.

The summary set forth below does not purport to be a complete description of the analyses performed by BTIG, but describes, in summary form, the material elements of the presentation that BTIG made to the Special Committee on April 29, 2026, in connection with BTIG's opinion. These summaries of financial analyses alone do not constitute a complete description of the financial analyses BTIG employed in reaching its conclusions. In accordance with customary investment banking practice, BTIG employed generally accepted valuation methods and financial analyses in reaching its opinion.

None of the analyses performed by BTIG were assigned a greater significance by BTIG than any other, nor does the order of analyses described represent relative importance or weight given to those analyses by BTIG. The summary text describing each financial analysis does not constitute a complete description of BTIG’s financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by BTIG. The summary text set forth below does not represent and should not be viewed by anyone as constituting conclusions reached by BTIG with respect to any of the analyses performed by it in connection with its opinion. Rather, BTIG made its determination as to the fairness, from a financial point of view, to the Company of the Merger Consideration to be issued by the Company to the holders of ACC Common Stock pursuant to the Merger Agreement, on the basis of its experience and professional

judgment after considering the results of all of the analyses performed. Except as otherwise noted, the information utilized by BTIG in its analyses, to the extent that it is based on market data, is based on market data as it existed on or before April 29, 2026 and is not necessarily indicative of current market conditions. The analyses described below do not purport to be indicative of actual future results, or to reflect the prices at which any securities may trade in the public markets, which may vary depending upon various factors, including changes in interest rates, dividend rates, market conditions, economic conditions and other factors that influence the price of securities.

In conducting its analysis, BTIG used three primary methodologies: selected public companies analysis, selected precedent transactions analysis, and discounted cash flow analysis. No individual methodology was given a specific weight, nor can any methodology be viewed individually. Additionally, no company or transaction used in any analysis as a comparison is identical to ACC or the Internalization Merger, and they all differ in material ways. Accordingly, an analysis of the results described below is not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading value of the selected companies or transactions to which they are being compared. BTIG used these analyses to determine the impact of various operating metrics on the implied enterprise value of ACC. Each of these analyses yielded a range of implied enterprise values, and therefore, such implied enterprise value ranges developed from these analyses were viewed by BTIG collectively and not individually. In delivering its opinion to the Special Committee, BTIG utilized the ACC Projections prepared by management of ACC and furnished to BTIG by management of ACC.

Selected Public Companies Analysis. BTIG reviewed, analyzed and compared certain financial information relating to ACC to corresponding publicly available financial information and market multiples for the following nine publicly traded alternative asset management companies. BTIG reviewed, among other things, the range of enterprise values of the selected publicly traded companies as a multiple of estimated revenue and estimated earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the twelve months ending December 31 ("calendar year" or "CY"), 2026 and 2027 (estimates as provided by S&P Capital IQ).

Alternative Asset Managers:

As none of the selected publicly traded companies identified above, or group thereof, is identical or directly comparable to ACC, BTIG, using its professional judgment and experience, derived from the 25th and 75th percentile enterprise values as a multiple of such entities' calendar year 2026 and 2027 estimated revenue a range of revenue multiples for ACC ranging from 4.9x to 6.6x for calendar year 2026 and from 4.3x to 5.5x for calendar year 2027. Applying such range of multiples to the 2026 and 2027 estimated revenue for ACC of $38.2 million and $48.3 million, respectively, utilized by BTIG in performing its analysis, subtracting net debt of $192.7 million, adding the net asset value of management shares held in ACRES Mortgage Fund, Ltd. (“AMF”) as of December 31, 2025 of $107.0 million (as reported by US Bank Global Fund Services, as trustee to AMF) and adding the value of Company Common Stock held by ACC of $25.8 million (based on the closing price per share of Company Common Stock on April 28, 2026 of

$20.49), BTIG's analysis resulted in implied equity values for ACC ranging from $127.4 million to $193.8 million based on 2026 estimated revenue and ranging from $149.4 million to $208.1 million based on 2027 estimated revenue.

Similarly, BTIG derived from the 25th and 75th percentile enterprise values as a multiple of such entities’ calendar year 2026 and 2027 estimated EBITDA a range of EBITDA multiples for ACC ranging from 10.9x to 14.6x for calendar year 2026 and from 8.8x to 13.0x for calendar year 2027. Applying such range of multiples to the 2026 and 2027 estimated Adjusted EBITDA for ACC of $12.9 million and $22.4 million, respectively, and making the same adjustments described above, BTIG’s analysis resulted in implied equity values for ACC ranging from $81.4 million to $129.5 million based on 2026 estimated Adjusted EBITDA and $136.6 million to $230.8 million based on 2027 estimated Adjusted EBITDA. For purposes of this section, “Adjusted EBITDA” means EBITDA as further adjusted for the impact of stock-based compensation expense, accrued preferred stock payment-in-kind interest, gains on extinguishment of debt, derivative gains, and excluding total dividend income from management shares held in AMF and Company Common Stock held by ACC.

BTIG compared the results of this analysis to the approximately $153.4 million (which, for purposes of BTIG’s analysis, was based on the closing price per share of Company Common Stock on April 28, 2026 of $20.49) implied market value of the Merger Consideration. The implied market value of the Merger Consideration fell within the ranges of implied equity values based on the 2026 and 2027 estimated revenue and 2027 estimated Adjusted EBITDA for ACC and fell above the range of implied equity values based on 2026 estimated Adjusted EBITDA, which was overall supportive of a conclusion that, as of the date of BTIG's opinion, the Merger Consideration to be issued by the Company to the holders of ACC Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to the Company.

BTIG selected the companies used in this analysis on the basis of its experience and knowledge of companies in the industry and various factors, including the size of ACC and the similarity of the lines of business to ACC’s lines of business, as well as the business models, product offerings, operating margin profiles and end-market exposure of such companies. As noted above, no company used as a comparison is identical to ACC. Accordingly, these analyses are not purely mathematical, but also involve complex considerations and judgments concerning the differences in financial and operating characteristics of the selected companies and other factors.

Selected Precedent Transactions Analysis.

BTIG reviewed and analyzed certain publicly available information for the below nine acquisitions among asset management companies that were announced subsequent to January 1, 2023, with publicly available information regarding the terms of the transaction.

The following table sets forth the precedent transactions.

BTIG selected the precedent transactions based upon its experience and knowledge of companies in the industry. Although none of the transactions are directly comparable to the Internalization Merger, none of the target companies are directly comparable to ACC, BTIG selected transactions involving target companies with similar characteristics to the characteristics identified above in the selected public companies analysis.

BTIG, using its professional judgment and experience, derived from the 25th and 75th percentile enterprise values as a multiple of such entities’ LTM EBITDA a range of multiples for ACC ranging from 10.0x to 17.0x. Applying such range of multiples to the 2025 actual Adjusted EBITDA for ACC of $13.4 million utilized by BTIG in performing its analysis, subtracting net debt of $192.7 million, adding the net asset value of management shares held in AMF of $107.0 million and adding the value of Company Common Stock held by ACC of $25.8 million, BTIG’s analysis resulted in implied equity values for ACC ranging from $74.6 million to $169.0 million. BTIG compared the results of this analysis to the approximately $153.4 million implied market value of the Merger Consideration. The implied market value of the Merger Consideration fell within the range of implied equity values resulting from this analysis, supporting a conclusion that, as of the date of BTIG’s opinion, the Merger Consideration to be issued by the Company to the holders of ACC Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to the Company.

Because the market conditions, rationale and circumstances surrounding each of the transactions analyzed were specific to each transaction and because of the inherent differences between ACC’s business, operations and prospects, and those of the acquired companies above, BTIG believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the analysis. Accordingly, BTIG also made qualitative judgments concerning the differences between the characteristics of these transactions (including market conditions, rationale and circumstances surrounding each of the transactions, and the timing, type, and size of each of the transactions) and the Internalization Merger.

Discounted Cash Flow Analysis.

Discounted cash flow analysis is an important valuation methodology that calculates a company's intrinsic value by discounting its future cash flows to their present value. Free cash flows are projected based on reasonable revenue growth, margin, working capital, and capital expenditure assumptions that conform to industry and company-specific research. These cash flows are then discounted to the present value using a weighted average cost of capital.

BTIG utilized the ACC Projections prepared by management of ACC and furnished to BTIG by management of ACC to perform a discounted cash flow analysis of ACC. In conducting this analysis, BTIG assumed that ACC would perform in accordance with these projections and estimates. BTIG performed an analysis of the present value of the unlevered cash flows that ACC’s management projected ACC will generate for the second half of fiscal year 2026 through fiscal year 2030. BTIG calculated terminal values for ACC in the year 2030 by applying a range of terminal multiples of 10.0x to 11.0x, selected based on BTIG's professional judgment and experience, to projected fiscal year 2030 Adjusted EBITDA, inclusive of total dividend income from management shares held in AMF and Company Common Stock held by ACC. The discounted cash flow analysis includes projected dividend income from ACC’s interests in AMF and the Company as a component of ACC’s projected cash flow, including Adjusted EBITDA for the terminal year used to calculate terminal value. In contrast, for purposes of the selected public companies analysis and selected precedent transactions analysis, ACC’s Adjusted EBITDA and revenue were evaluated excluding such dividend income, and the estimated value of ACC’s interests in AMF and the Company was separately added to the value implied by applying the relevant enterprise value multiples, consistent with the sum of the parts methodology employed in those analyses. BTIG discounted the terminal values and cash flows projected for the specified period using discount rates ranging from 15.25% to 16.25%, reflecting estimates of ACC’s weighted average cost of capital based on BTIG's professional judgment and experience, to determine an implied enterprise value reference range. The weighted average cost of capital was calculated as 15.65% and derived using the capital asset pricing model, which took into account, among other things, risk-free rate, equity risk premium, re-levered beta, company-specific size premium and BTIG's professional judgment and experience to determine the cost of equity capital, consistent with standard industry practices. Using discount rates of 15.25% to 16.25% and terminal multiples of 10.0x to 11.0x, selected based on BTIG's professional judgment and experience, BTIG's analysis resulted in implied enterprise values for ACC ranging from approximately $477.8 million to approximately $530.6 million, and implied equity values for ACC ranging from approximately $269.3 million to approximately $322.1 million. BTIG compared the results of this analysis to the approximately $153.4 million implied market value of the Merger Consideration. The implied market value of the Merger Consideration fell below the range of implied equity values resulting from this analysis, supporting a conclusion that, as of the date of BTIG's opinion, the Merger Consideration to be issued by the Company to the holders of ACC Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to the Company.

Conclusion

Based upon the foregoing analyses and based upon and subject to the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications set forth in full in the text of BTIG's opinion, BTIG was of the opinion that, as of the date of BTIG's opinion, the Merger Consideration to be issued by the Company to the holders of ACC Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to the Company.

Miscellaneous

The discussion above represents a summary of the material financial analyses presented by BTIG to the Special Committee in connection with its opinion and is not a comprehensive description of all analyses undertaken by BTIG in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BTIG believes that its analyses summarized above must be considered as a whole. BTIG further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BTIG's analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BTIG considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company and ACC. The estimates of the future performance of ACC in or underlying BTIG's analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BTIG's analyses. These analyses were prepared solely as part of BTIG's analysis of the fairness, from a financial point of view, to the Company of the Merger Consideration to be issued by the Company to the holders of ACC Common Stock pursuant to the Merger Agreement, and were provided to the Special Committee in connection with the delivery of BTIG's opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BTIG's view of the actual value of ACC.

The type and amount of consideration payable in the Internalization Merger was determined through negotiations between the Company and ACC, rather than by any financial advisor, and was approved by the Board (following the unanimous recommendation of the Special Committee). The decision to enter into the Merger Agreement was solely that of the Board (following the unanimous recommendation of the Special Committee). As described above, BTIG's opinion and analyses were only one of many factors considered by the Special Committee and the Board in its evaluation of the Internalization Merger and should not be viewed as determinative of the views of the Special Committee or the Board with respect to the Internalization Merger or the Merger Consideration.

In the two years prior to the date hereof, BTIG has not provided financial advisory services for the Company, the Manager or ACC for which any compensation was received. BTIG may seek to provide such services to the Company, the Manager or ACC or any of their respective affiliates in the future, and would expect to receive fees for the rendering of any such services.

BTIG acted as financial advisor to the Special Committee in connection with the Internalization Merger. As compensation for its services to the Special Committee, BTIG is entitled to receive from the Company aggregate compensation of approximately $2 million, of which $500,000 became payable upon the delivery of BTIG’s opinion to the Special Committee on April 29, 2026, with the remainder of this fee to become payable upon consummation of the proposed Internalization Merger. In addition, the Company has agreed to reimburse BTIG for certain of its out-of-pocket expenses, including legal fees, and has agreed to indemnify BTIG against certain liabilities, including under applicable laws, arising out of its engagement.

BTIG, as part of its investment banking services, is regularly engaged in the independent valuation of businesses and securities in connection with mergers and acquisitions, underwritings, sales and distributions of listed

and unlisted securities, and private placements. BTIG or its affiliates may provide investment and corporate banking services to the Company and ACC and their respective affiliates in the future, for which BTIG or its affiliates would seek customary compensation. BTIG provides a full range of financial advisory and securities services and, in the course of its normal trading activities, may from time to time effect transactions and hold securities, including, without limitation, derivative securities, of the Company or its affiliates for its own account and for the accounts of customers.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY

The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations are included in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 10, 2026, which are incorporated by reference into this proxy statement.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ACC

The following discussion and analysis provides information regarding the historical results of operations and financial condition of ACC. This discussion should be read in conjunction with the consolidated financial statements of ACC and the notes thereto included in this proxy statement.

Executive Summary

ACC is engaged in sourcing, structuring, underwriting and managing first mortgage CRE loans for its subsidiaries, including Manager, and other third parties. Manager is also an SEC-registered investment adviser providing asset management and investment advisory services for clients that invest in commercial mortgage loan investments, commercial real estate and related assets.

ACC sources mortgage loans primarily through direct borrower relationships, correspondent relationships and intermediaries. The mortgage loans then undergo ACC’s internal screening and underwriting process before they are closed, during which process ACC’s personnel evaluate, amongst other things, the operational and financial performance of the commercial properties securing these loans, utilizing financial models as well as third-party reports, including engineering reports, environmental reports, appraisals, etc. The managed loan portfolio, which consists of first-lien mortgage loans secured by properties across industries, including multi-family, student housing, industrial, hospitality, mixed-use, office and self-storage, is actively managed by the asset management personnel of Manager, who monitor the performance of collateral and maintain regular contact with borrowers and servicers.

ACC’s revenue primarily consists of origination, management, servicing and incentive fees from Manager’s investment advisory business and distributions from Manager’s equity investments in certain funds and vehicles it manages.

Fund Consolidation

ACC consolidates (i) entities that ACC has both significant economics and the power to direct the activities of the entity that impact economic performance; and (ii) entities in which ACC holds a majority voting interest or has majority ownership and control over the operational, financial and investing decisions of that entity. A fund that has historically been consolidated in the financial statements may no longer be consolidated because ACC is no longer deemed to have a controlling interest in the entity.

The activity of the consolidated fund is reflected within the consolidated financial statement line items indicated by reference thereto. The impact of consolidation also typically will decrease revenues reported under GAAP to the extent these amounts are eliminated upon consolidation.

The assets and liabilities of ACC’s consolidated fund are held within a separate legal entity and, as a result, the liabilities of ACC’s consolidated fund are typically non-recourse to ACC. Generally, the consolidation of ACC’s consolidated fund has a significant gross-up effect on ACC’s assets, liabilities and cash flows but has no net effect on the net income attributable to ACC or its stockholders’ equity. The net economic ownership interests of ACC’s consolidated fund, to which ACC has no economic rights, are reflected as non-controlling interests in the consolidated fund within ACC’s consolidated financial statements.

For the actual impact that consolidation had on ACC’s results and further discussion on consolidation, see “Note 3 - Consolidation” within the consolidated financial statements of ACC and the notes thereto included in this proxy statement.

Results of Operations

Following is a discussion of ACC’s results of operation for the years ended December 31, 2025 and 2024. ACC’s historical financial results are not necessarily indicative of future results. ACC is not typically subject to seasonal trends. However, ACC’s results have fluctuated in the past and are expected to fluctuate in the future, reflecting the interest rate environment, the volume of transactions and general economic conditions. ACC derives its revenue from fee-based services including management fees, servicing fees, origination fees and incentive fees. The expenses of ACC are primarily comprised of payroll, interest expense and other general and administrative expenses related to its operations. The results of operations of the consolidated fund primarily represent activities from that ACC is deemed to control. ACC reflects the revenues and expenses of the consolidated fund on a gross basis, subject to eliminations from consolidation. Substantially all of ACC’s results of operations related to the consolidated fund are attributable to ownership interests that third parties hold in those funds.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Revenues

The following table sets forth information relating the ACC’s fees and other revenue for the comparative years ended December 31, 2025 and 2024 (dollars in thousands):