ACRES Commercial Realty Corp 2024年度报告

(Mark One) ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year endedDecember 31,2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from_________to__________ (Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code:516-535-0015Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☑No 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☑No 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 Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☑Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☑Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Accelerated filer☑Smaller reporting company☑Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☑No The aggregate market value of the voting common equity held by non-affiliates of the registrant, based on the closing price of such stock on the last business day of theregistrant’s most recently completed second fiscal quarter June 30, 2024 was $84,819,944. The number of outstanding shares of the registrant’s common stock onMarch 13, 2025 was7,456,150shares.DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Form 10-K, to the extent not set forth herein or by amendment, is incorporated by reference from the registrant’s definitive proxystatement to be filed with the Securities and Exchange Commission not later than 120 days afterDecember 31, 2024. ACRES COMMERCIAL REALTY CORP. AND SUBSIDIARIESINDEX TO ANNUAL REPORTON FORM 10-K PAGEForward-Looking Statements3PART IItem 1:Business5Item 1A:Risk Factors16Item 1B:Unresolved Staff Comments39Item 1C:Cybersecurity39Item 2:Properties40Item 3:Legal Proceedings40Item 4:Mine Safety Disclosures40PART IIItem 5:Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities41Item 6:[Reserved]43Item 7:Management’s Discussion and Analysis of Financial Condition and Results of Operations44Item 7A:Quantitative and Qualitative Disclosures About Market Risk78Item 8:Financial Statements and Supplementary Data80Item 9:Changes in and Disagreements with Accountants on Accounting and Financial Disclosure136Item 9A:Controls and Procedures136Item 9B:Other Information138Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections139PART IIIItem 10:Directors, Executive Officers and Corporate Governance140Item 11:Executive Compensation140Item 12:Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters140Item 13:Certain Relationships and Related Transaction and Director Independence140Item 14:Principal Accountant Fees and Services140PART IVItem 15:Exhibits and Financial Statement Schedules141Item 16:Form 10-K Summary145 (Back to Index) FORWARD-LOOKING STATEMENTS In this annual report on Form 10-K, references to “Company,” “we,” “us,” or “our” refer to ACRES Commercial Realty Corp.and its subsidiaries; references to the Company’s “Manager” refer to ACRES Capital, LLC, a subsidiary of ACRES CapitalCorp., unless specifically stated o