ACRES Commercial Realty (ACR) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 22, 2026, to address key governance, compensation, audit, and strategic proposals, including a major internalization merger with ACRES Capital Corp. and its manager.

• Stockholders of record as of April 8, 2026, are eligible to vote on six main proposals, including director elections, executive compensation, auditor ratification, stock issuance for the merger, a new equity incentive plan, and potential adjournment.

• The internalization merger will transition the company from external to internal management, issuing approximately 7.5 million new shares and terminating the management agreement.

• The merger is expected to deliver cost savings, improved governance, increased equity base, and better alignment of management and shareholder interests.

• A fairness opinion from BTIG, LLC concluded the merger consideration is fair from a financial perspective.

Voting matters and shareholder proposals

• Proposal 1: Elect nine directors to serve until the 2027 annual meeting.

• Proposal 2: Advisory (non-binding) vote on executive compensation (Say on Pay).

• Proposal 3: Ratify PricewaterhouseCoopers LLP as independent auditor for 2026.

• Proposal 4: Approve issuance of ~7.5 million shares for the internalization merger.

• Proposal 5: Approve the 2026 Omnibus Equity Incentive Plan, reserving 1,432,172 shares.

• Proposal 6: Approve adjournment of the meeting if more time is needed to solicit proxies.

Board of directors and corporate governance

• Board consists of nine nominees, with a majority being independent under NYSE standards.

• Four standing committees: Audit, Compensation, Nominating/ESG, and Investment.

• Annual board and committee self-assessment and director re-nomination process.

• Stockholders have the right to amend bylaws and submit proposals or nominations for the 2027 meeting.

• Board leadership is separated between Chairman and CEO roles.