阿瑞斯商业地产 2024年度报告

FORM 10-K ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from _____ to _____Commission File No. 001-35517__________________________________________________________________________ ARES COMMERCIAL REAL ESTATE CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)245 Park Avenue, 42nd Floor, New York, NY 10167(Address of principal executive offices) (Zip Code) (212) 750-7300(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes oNo ý Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days: Yes ýNo o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (Section §232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files). Yes ýNo o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”and “emerging growth company” in Rule 12b-2 of the Exchange Act: oAccelerated filerýNon-accelerated fileroSmaller reporting company☐Emerging growthcompany If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. Yes☐No o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive o☐cers during the relevant recovery period pursuant to §240.10D-1(b). o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No ýThe aggregate market value of the voting stock held by non-affiliates of the registrant on June 28, 2024, based on the closing price on thatdate of $6.65 on the New York Stock Exchange, was approximately $326,958,449. As of February 10, 2025, there were 54,856,977 sharesof the registrant’s common stock outstanding. Portions of the registrant’s Proxy Statement for its 2025 Annual Meeting of Stockholders to be filed not later than 120 days after the end ofthe fiscal year covered by this annual report on Form 10-K are incorporated by reference into Part III of this Form 10-K. Table of Contents TABLE OF CONTENTS Page Part I Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety Disclosures Part II Part IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder MattersItem 13. Certain Relationships and Related Party Transactions, and Director IndependenceItem 14. Principal Accountant Fees and Services Table of Contents FORWARD-LOOKING STATEMENTS Some of the statements contained in this annual report constitute forward-looking statementswithin the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend such statements tobe covered by the safe harbor provisions contained therein. The information contained in