Terms

Series

Series D

Liquidation Preference

$25.00

Coupon Rate

7.875%

Rate Type

Fixed

Annual Dividend

$1.97

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

May 21, 2026

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Existing And Future Debt Obligations Of The Issuer, Any Class Or Series Expressly Designated As Ranking Senior To Series D As To Distribution And Liquidation Rights; Pari Passu With: 8.625% Fixed-To-Floating Series C Cumulative Redeemable Preferred Stock, Any Other Parity Stock; Senior To: Common Stock, Any Class Or Series Expressly Designated As Junior Stock

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Shares Offered

2,200,000

Prospectus Summary

ACRES Commercial Realty Corp. is offering up to 2.2 million shares of its Series D Preferred Stock, a fixed-rate perpetual preferred security with a 7.875% annual coupon on a $25.00 liquidation preference, payable quarterly (roughly $0.49 per share per quarter) on January 30, April 30, July 30, and October 30 each year. The Series D is cumulative, meaning skipped distributions accrue and must be paid in full before common or junior preferreds receive anything; this provides some downside protection but also means the company cannot freely skip distributions without triggering voting consequences and blocking junior equity activity. The Series D ranks senior to all common stock and junior preferred classes, but is pari passu with the existing Series C Preferred Stock (4.8 million shares outstanding at a higher 8.625% rate). Critically, Series D is subordinated to all of ACRES' debt obligations—the company is a mortgage REIT that finances heavily via secured borrowings, making the preferred decidedly junior in the capital stack. There is no regulatory capital event call provision. However, on a Change of Control (>50% voting ownership + delisting from NYSE), holders gain a one-time conversion right into common stock capped at 3.4698 shares per preferred share, effectively capping upside to around 87% of par, or the company can redeem the shares at $25.00 within 120 days if it chooses. The effective yield at par is 7.875%, paid quarterly via standard dividend stopper mechanics: so long as any Series D shares are outstanding, distributions must be fully paid before common or Series C dividends can resume, and neither common nor Series C can be repurchased without full accrual payment first. Record dates fall 10–90 days before each payment date per board discretion. ACRES is a REIT, so dividends are taxed as ordinary income to most retail holders (not the preferential 15%/20% qualified dividend rate), though corporate holders may benefit from REIT income rules. The dividend stopper is effectively triggered by any arrears—missing even one quarterly payment blocks all junior equity activity, creating an incentive for the company to maintain distributions despite financial stress.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If distributions on Series D Preferred Stock are not fully paid and declared, common stock cannot receive distributions and neither common stock nor parity Series C Preferred Stock may be redeemed or repurchased, creating a 'dividend stopper' that blocks junior and parity equity payments until arrears are cured.

Other Preferreds from Acres Commercial Realty Corp

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 38 (Weak)