Ares Commercial Real Estate (ACRE) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 27, 2026, with stockholders able to participate and vote online.

• Stockholders will vote on electing two Class II directors, ratifying Ernst & Young LLP as auditor, and approving executive compensation on an advisory basis.

• Proxy materials are distributed via Notice and Access, with options for electronic or paper voting.

• The record date for voting is March 26, 2026, with 55,367,672 shares outstanding.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors, ratifying Ernst & Young LLP as auditor for 2026, and a non-binding say-on-pay vote for executive compensation for 2025.

• The Board recommends voting FOR all proposals.

• Stockholders may submit proposals for the 2027 meeting between November 2 and December 2, 2026.

Board of directors and corporate governance

• The Board consists of eight members divided into three staggered classes, with a majority being independent.

• William S. Benjamin (Chairman) and Caroline E. Blakely (Lead Independent Director) are nominated for re-election as Class II directors.

• Committees include audit, nominating and governance, and compensation, each composed solely of independent directors.

• The Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and stock ownership guidelines.

• Recent governance enhancements include a director majority vote policy, restrictions on hedging and pledging, and a clawback policy.