Business Context and Reporting Period
This Form 8-K Current Report is filed by ACRES Commercial Realty Corp. (ACR) for the reporting period ending August 31, 2026. The filing details the entry into new material definitive agreements regarding equity distribution programs and the termination of a prior agreement.
Key Financial Metrics and Capital Structure
This filing does not report operational financial metrics such as revenue, profit, cash flow, or margins. The document focuses exclusively on capital raising mechanisms and debt/equity instruments.
- Common Stock ATM Program: Authorization to sell up to $50 million of common stock.
- Preferred Stock ATM Program: Authorization to sell up to 2,980,000 shares of 8.625% Series C Preferred Stock and 2,192,143 shares of 7.875% Series D Preferred Stock.
- Commission Fees: Both programs carry a commission not to exceed 2.0% of the gross sales price.
- Historical Sales: Under the terminated prior agreement, 7,857 shares of Series D Preferred Stock were sold.
Material Changes Versus Prior Period
The primary material change is the replacement of the existing Preferred Stock distribution agreement.
- Termination: The Prior Preferred Equity Distribution Agreement with Jones Trading Institutional Services LLC was terminated effective September 1, 2026.
- New Agreements: On September 3, 2026, the Company entered into new Equity Distribution Agreements with Raymond James & Associates, Inc. (Common Stock) and Seaport Global Securities LLC (Preferred Stock).
- Scope Expansion: The new Preferred Stock agreement covers both Series C and Series D shares, whereas the prior agreement focused on Series D.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, earnings outlook, or management commentary on operational performance.
- Methodology: Sales under the new agreements will be conducted as "at-the-market" offerings, negotiated transactions, or block transactions at the Company's discretion.
- Legal Contingencies: The agreements include customary representations, warranties, indemnification rights, and termination provisions.
- Regulatory Status: Shares will be issued pursuant to a Form S-3 registration statement (No. 333-278433) and related prospectus supplements dated September 3, 2026.
Investor Verification Checklist
- Verify the current market price of ACR common stock and preferred shares to assess potential dilution from the $50 million common and preferred ATM programs.
- Review the full text of the Equity Distribution Agreements (Exhibits 1.1 and 1.2) for specific termination rights and conditions.
- Confirm the total outstanding shares of Series C and Series D preferred stock to understand the percentage of the authorized float available for sale under the new agreements.
- Check subsequent filings for actual sales volumes and proceeds generated under these new ATM programs.