~Enhanced Earnings Profile –Significant Third-Party Revenue Streams~

~Alignment of Interest and Consideration in Form of ACR Shares at Fully Diluted Book Value~

~Continuity of Management Team~

UNIONDALE, N.Y., April 30, 2026 /PRNewswire/ -- ACRES Commercial Realty Corp. (NYSE:ACR) ("ACR" or the "Company") and ACRES Capital Corp. ("ACC") announced today that they have entered into a definitive merger agreement (the "Merger Agreement"), pursuant to which ACR will acquire ACC in an all-stock transaction (the "Merger"). In connection with the Merger, ACR will acquire ACRES Capital, LLC, its external manager (the "Manager") and an indirect wholly-owned subsidiary of ACC, and transition from an externally-managed REIT to an internally-managed REIT (the "Internalization").

The Merger Agreement and the terms of the Internalization were negotiated and unanimously approved and recommended by a Special Committee of the Board of Directors of ACR, composed of independent directors (the "ACR Special Committee"), and approved by ACR's Board of Directors. The Merger and Internalization are subject to certain closing conditions, including the approval of ACR's stockholders of the issuance of ACR's common stock as merger consideration, and is expected to close during the third quarter of 2026. As a result of the Merger and Internalization, ACR expects to directly employ its existing management team and all other employees of the Manager.

Upon closing of the Merger and Internalization, the Company will issue approximately 7.5 million shares of ACR's common stock to ACC stockholders as merger consideration, priced at ACR's fully diluted book value per share as of December 31, 2025, and will terminate the existing Management Agreement. Following closing, the net increase in ACR shares outstanding is expected to be approximately 6.3 million shares after giving effect to the elimination of ACR shares held by ACC in consolidation.