ACRE on NYSE

Ares Commercial Real Estate Corp

In its 2026 annual report the company says: “We are a specialty finance company primarily engaged in directly originating and investing in commercial real estate loans and related investments. We are externally managed by Ares Commercial Real Estate Management LLC, a subsidiary of Ares Management Corporation (NYSE: ARES), a publicly traded, leading global alternative investment manager, pursuant to the terms of the Amended and Restated Management Agreement dated July 26, 2022, between us and our Manager.”5 It is headquartered in Los Angeles, United States.2 Its shares trade on NYSE under the symbol ACRE.2

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Last updated Oct 21, 2026.

Overview

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  • TickerACRE on NYSE2
  • IndustryReal Estate Investment Trusts2
  • HeadquartersLos Angeles, United States2
  • Incorporated inMD3
  • Business address245 Park Avenue, 42Nd Floor, New York, Ny 101673
  • Filer categoryAccelerated filer3
  • Legal formStock Corporation2
  • LEI549300ZNO5IWXS443S812
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O UNITED AGENT GROUP INC., 20815 Chevy Chase, United States2
  • Registered withBusiness Services (Maryland Department of Assessments and Taxation), D142762652

We are a specialty finance company primarily engaged in directly originating and investing in commercial real estate (“CRE”) loans and related investments. We are externally managed by Ares Commercial Real Estate Management LLC (“ACREM” or our “Manager”), a subsidiary of Ares Management Corporation (NYSE: ARES) (“Ares Management”), a publicly traded, leading global alternative investment manager, pursuant to the terms of the Amended and Restated Management Agreement dated July 26, 2022, between us and our Manager (the “Management Agreement”). From the commencement of our operations in late 2011, we have been primarily focused on directly originating and managing a diversified portfolio of CRE debt-related investments for our own account.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-1.6%Net margin6
-21.3%Revenue growth, 20256
-0.2%Return on equity6
1.86×Debt to equity6

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs99¢$54.5M
  • Income tax1¢$285.0K

Out of $54.8M in revenue.6 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Dividends paid100¢$39.0M

Out of $21.4M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.6

Financial statements

Revenue789106$54.8M in 2025−29% since 2019
0$50.0M$100.0M$150.0M2019: $77.3M$77.3M20192020: $82.7M$82.7M2020+7%2021: $102.1M$102.1M2021+23%2022: $106.8M$106.8M2022+5%2023: $92.9M$92.9M2023−13%2024: $69.7M$69.7M2024−25%2025: $54.8M$54.8M2025−21%
Net income789106-$902.0K in 2025
-$50.0M-$25.0M0$25.0M$50.0M$75.0M2019: $37.0M$37.0M20192020: $21.8M$21.8M2020−41%2021: $60.5M$60.5M2021+177%2022: $29.8M$29.8M2022−51%2023: -$38.9M-$38.9M20232024: -$35.0M-$35.0M2024−10%2025: -$902.0K-$902.0K2025−97%

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2025-12-312024-12-312023-12-31
Interest income$97.6M$157.7M$198.6M
Interest expense-$65.2M-$106.0M-$109.7M
Net interest margin$32.4M$51.7M$89.0M
Revenue from real estate owned$22.4M$17.9M$4.0M
Total revenue$54.8M$69.7M$92.9M
Management and incentive fees to affiliate$9.8M$10.7M$12.3M
Professional fees$2.8M$2.6M$3.1M
General and administrative expenses$7.0M$7.8M$7.2M
General and administrative expenses reimbursed to affiliate$3.6M$3.8M$3.4M
Expenses from real estate owned$18.2M$13.0M$2.5M
Total expenses$41.4M$37.9M$28.5M
(Provision for) reversal of current expected credit losses, net$17.8M$18.2M-$91.8M
Realized losses on loans-$34.6M-$83.6M-$10.5M
Change in unrealized losses on loans held for sale$0$995.0K-$995.0K
Realized gain (loss) on sale of real estate owned$2.8M-$2.3M$0
Income (loss) before income taxes-$617.0K-$35.0M-$38.9M
Income tax expense (benefit), including excise tax$285.0K-$18.0K-$39.0K
Net income (loss) attributable to common stockholders-$902.0K-$35.0M-$38.9M
Basic earnings (loss) per common share (in dollars per share)-$0-$1-$1
Diluted earnings (loss) per common share (in dollars per share)-$0-$1-$1
Basic weighted average shares of common stock outstanding (in shares)54.9M shares54.4M shares54.3M shares
Diluted weighted average shares of common stock outstanding (in shares)54.9M shares54.4M shares54.3M shares

Compare Ares Commercial Real Estate Corp with another company

Corporate structure

Ares Commercial Real Estate Corp sits at the top of its group. 28 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Ares Commercial Real Estate Corp

  • VANGUARD CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G on Ares Commercial Real Estate Corp, latest Jul 31, 2026
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Ares Commercial Real Estate Corp, latest Mar 26, 2026 (3 filings since Feb 9, 2023)
  • BlackRock Filed SC 13G/A on Ares Commercial Real Estate Corp, latest Jan 25, 2024 (3 filings since Feb 3, 2022)
  • Ares Commercial Real Estate Corp Los Angeles, California, United States
    • ACRC 2017-FL3 Holder I L.P. Subsidiary · Delaware, United States
    • ACRC 2017-FL3 Holder LLC Subsidiary · Delaware, United States
    • ACRC 2017-FL3 Holder REIT LLC Subsidiary · Delaware, United States
    • ACRC 2017-FL3 TRS LLC Subsidiary · Delaware, United States
    • ACRC 2021-FL4 Holder LLC Subsidiary · Delaware, United States
    • ACRC 2022-FL5 Holder LLC Subsidiary · Delaware, United States
    • ACRC Exchange Owner LLC Subsidiary · Delaware, United States
    • ACRC FL3 REIT Lender LLC Subsidiary · Delaware, United States
    • ACRC Holdings LLC Subsidiary · Delaware, United States
    • ACRC Lender C LLC Subsidiary · Delaware, United States
    • ACRC Lender CO LLC Subsidiary · Delaware, United States
    • ACRC Lender ML LLC Subsidiary · Delaware, United States
    • ACRC Lender MS II LLC Subsidiary · Delaware, United States
    • ACRC Lender MS LLC Subsidiary · Delaware, United States
    • ACRC Lender W LLC Subsidiary · Delaware, United States
    • ACRC Lender W TRS LLC Subsidiary · Delaware, United States
    • ACRC Lender Woodside LLC Subsidiary · Delaware, United States
    • ACRC MA Holdings LLC Subsidiary · Delaware, United States
    • ACRC Mezz Holdings LLC Subsidiary · Delaware, United States
    • ACRC MP Owner LLC Subsidiary · Delaware, United States
    • ACRC TFL Owner LLC Subsidiary · Delaware, United States
    • ACRC Warehouse Holdings LLC Subsidiary · Delaware, United States
    • ACRC WM Owner LLC Subsidiary · Delaware, United States
    • ACRC WM Tenant LLC Subsidiary · Delaware, United States
    • ACRE Commercial Mortgage 2017-FL3 LLC Subsidiary · Delaware, United States
    • and 2 more

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Ares Commercial Real Estate Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$29.3M6 Dec 31, 2025$63.8M6 Dec 31, 2024−54.1%
Debt securities available for sale$8.7M6 Dec 31, 2024$28.0M10 Dec 31, 2023−69.0%

Properties, in its own words

Our principal executive offices are located at 245 Park Avenue, 42nd Floor, New York, NY 10167. Our principal executive and certain of our other offices are leased by our Manager or one of its affiliates from third parties and pursuant to the terms of our Management Agreement, we reimburse our Manager (or its affiliate, as applicable) for expenses (including our pro-rata portion of rent, telephone, printing, mailing, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses) relating to such offices, including disaster backup recovery sites and facilities maintained for us, our affiliates, our investments or our Manager or its affiliates required for our operation.

During the year ended December 31, 2023, we acquired legal title to a mixed-use property located in Florida through a consensual foreclosure. Prior to our acquisition date, the mixed-use property collateralized an $82.9 million senior mortgage loan that we held that was in maturity default due to the failure of the borrower to repay the outstanding principal balance of the loan by the February 2023 maturity date. In conjunction with the consensual foreclosure, we derecognized the $82.9 million senior mortgage loan and recognized the mixed-use property as real estate owned and also recognized the associated assets and liabilities held at the mixed-use property.

The rest of Item 2

During the year ended December 31, 2024, we acquired legal title to a multi-building office property located in North Carolina through a deed in lieu of foreclosure. Prior to our acquisition date, the office property collateralized a $68.6 million senior mortgage loan that we held that was in maturity default due to the failure of the borrower to repay the outstanding principal balance of the loan by the May 2024 maturity date. In conjunction with the deed in lieu of foreclosure, we derecognized the $68.6 million senior mortgage loan and recognized the office property as real estate owned and also recognized the associated assets and liabilities held at the office property. On December 30, 2025, we sold a building at the multi-building office property to a third party for $5.3 million.

Item 2 of the 10-K filed Feb 10, 2026.5

Leadership

Who has led Ares Commercial Real Estate Corp, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (20)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • ACRC 2017-FL3 Holder I L.P. Delaware4
  • ACRC 2017-FL3 Holder LLC Delaware4
  • ACRC 2017-FL3 Holder REIT LLC Delaware4
  • ACRC 2017-FL3 TRS LLC Delaware4
  • ACRC 2021-FL4 Holder LLC Delaware4
  • ACRC 2022-FL5 Holder LLC Delaware4
  • ACRC Exchange Owner LLC Delaware4
  • ACRC FL3 REIT Lender LLC Delaware4
  • ACRC Holdings LLC Delaware4
  • ACRC Lender C LLC Delaware4
  • ACRC Lender CO LLC Delaware4
  • ACRC Lender LLC Delaware4
  • ACRC Lender ML LLC Delaware4
  • ACRC Lender MS II LLC Delaware4
  • ACRC Lender MS LLC Delaware4
  • ACRC Lender W LLC Delaware4
  • ACRC Lender W TRS LLC Delaware4
  • ACRC Lender Woodside LLC Delaware4
  • ACRC MA Holdings LLC Delaware4
  • ACRC MP Owner LLC Delaware4
  • ACRC Mezz Holdings LLC Delaware4
  • ACRC TFL Owner LLC Delaware4
  • ACRC WM Owner LLC Delaware4
  • ACRC WM Tenant LLC Delaware4
All 28 listed subsidiaries
  • ACRC Warehouse Holdings LLC Delaware4
  • ACRE Commercial Mortgage 2017-FL3 LLC Delaware4
  • ACRE Commercial Mortgage 2021-FL4 LLC Delaware4
  • ACRE Commercial Mortgage 2022-FL5 LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 9, 20268-K Entered a material agreement; New debt or obligation43
  2. Sep 22, 20268-K Completed an acquisition or sale44
  3. Aug 4, 20268-K Results of operations; Regulation FD disclosure45
  4. Jun 1, 20268-K Shareholder vote46
  5. May 7, 20268-K Results of operations; Regulation FD disclosure47
  6. Mar 30, 20268-K Entered a material agreement; New debt or obligation48
  7. Mar 16, 20268-K Entered a material agreement; New debt or obligation49
  8. Feb 10, 20268-K Results of operations; Regulation FD disclosure50
  9. Dec 19, 20258-K Entered a material agreement; New debt or obligation51
  10. Nov 7, 20258-K Results of operations; Regulation FD disclosure52
  11. Aug 5, 20258-K Results of operations; Regulation FD disclosure53
  12. Jul 7, 20258-K Entered a material agreement; New debt or obligation54
  13. Dec 9, 2019New chief executive Bryan Patrick Donohoe becomes CEO15
  14. Sep 15, 2016New chief executive Robert L. Rosen becomes CEO16
  15. Jun 25, 2013New chief executive Todd Schuster becomes CEO17
  16. Apr 25, 2012New chief executive John Bartling becomes CEO18

Calendar

Coming up

  1. Nov 6, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.08 a share, on Nov 7, 2025.55

When it reported results

  1. Aug 4, 2026Reported quarterly or annual results45
  2. May 7, 2026Reported quarterly or annual results47
  3. Feb 10, 2026Reported quarterly or annual results50
  4. Nov 7, 2025Reported quarterly or annual results52
  5. Aug 5, 2025Reported quarterly or annual results53
  6. May 7, 2025Reported quarterly or annual results56
  7. Feb 12, 2025Reported quarterly or annual results57
  8. Nov 7, 2024Reported quarterly or annual results58

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

179 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 42 major events, 65 insider forms, 7 large holders, 45 other. The latest 20:

  1. Oct 9, 20268-K EDGAR
  2. Sep 22, 20268-K EDGAR
  3. Aug 4, 202610-Q EDGAR
  4. Aug 4, 20268-K EDGAR
  5. Jul 31, 2026SCHEDULE 13G EDGAR
  6. Jun 1, 20268-K EDGAR
  7. May 15, 2026DEFA14A EDGAR
  8. May 7, 202610-Q EDGAR
  9. May 7, 20268-K EDGAR
  10. May 1, 20264 EDGAR
  11. May 1, 20264 EDGAR
  12. May 1, 20264 EDGAR
  13. May 1, 20264 EDGAR
  14. May 1, 20264 EDGAR
  15. May 1, 20264 EDGAR
  16. Apr 1, 2026ARS EDGAR
  17. Apr 1, 2026DEFA14A EDGAR
  18. Apr 1, 2026DEF 14A EDGAR
  19. Mar 30, 20268-K EDGAR
  20. Mar 26, 2026SCHEDULE 13G/A EDGAR

The 179 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

14 open-market trades by officers, directors and large owners since October 2021: 1 buys and 13 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jan 14, 2026Donohoe Bryan PatrickChief Executive OfficerSale21,761$4.93$107.3KForm 4
Jan 14, 2026Gonzales Jeffrey MichaelCFO and TreasurerSale6,218$4.93$30.7KForm 4
Jan 14, 2026FEINGOLD ANTONGen. Counsel VP and SecretarySale7,606$4.93$37.5KForm 4
Jan 31, 2025FEINGOLD ANTONGen. Counsel VP and SecretarySale7,615$5.68$43.3KForm 4
Jan 31, 2025Gonzales Jeffrey MichaelCFO and TreasurerSale4,020$5.68$22.8KForm 4
Jan 31, 2025Donohoe Bryan PatrickChief Executive OfficerSale23,465$5.68$133.3KForm 4
Jan 30, 2024Donohoe Bryan PatrickChief Executive OfficerSale18,868$10.32$194.7KForm 4
Jan 29, 2024FEINGOLD ANTONGen. Counsel VP and SecretarySale5,890$10.37$61.1KForm 4
Jan 10, 2023FEINGOLD ANTONGen. Counsel VP and SecretarySale3,166$10.87$34.4KForm 4
Jan 10, 2023Donohoe Bryan PatrickChief Executive OfficerSale15,072$10.91$164.4KForm 4
Apr 8, 2022FEINGOLD ANTONGen. Counsel VP and SecretarySale935$15.58$14.6KForm 4
Feb 23, 2022Benjamin William StephenDirectorBuy18,000$14.05$252.9KForm 4
Jan 18, 2022FEINGOLD ANTONGen. Counsel VP and SecretarySale1,415$15.01$21.2KForm 4
Jan 18, 2022Donohoe Bryan PatrickChief Executive OfficerSale8,813$14.96$131.8KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Jeffrey M. Gonzales41$145.4K$491.9K62
2025Bryan P. Donohoe47$263.3K62
2025Anton S. Feingold45$85.6K$257.3K62
2025Tae‑Sik Yoon58$199.0K62
2024Chief Operating Officer and Former Chief Financial Officer and Treasurer$197.7K$496.3K62
2024Chief Financial Officer and Treasurer$189.5K$481.1K62
2024General CounselVice President and Secretary$128.8K$329.5K62
2024Chief Executive Officer$287.6K62
2023Chief Executive Officer$637.2K62
2023Chief Operating Officer and Former Chief Financial Officer and Treasurer$125.6K$615.4K62
2023General CounselVice President and Secretary$90.4K$399.1K62

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.4,672,092$21.0M0.0%+157,631
Vanguard Capital Management LLC2,414,732$10.9M0.0%+88,607
Lighthouse Investment Partners, LLC1,563,049$7.0M0.2%+540,555
Geode Capital Management, LLC1,440,675$6.5M0.0%+51,486
Hotchkis & Wiley Capital Management LLC1,352,832$6.1M0.0%+100,600
State Street Corp1,200,961$5.6M0.0%+41,285
North Ground Capital1,232,000$5.5M6.7%+112,000
Cura Wealth Advisors, LLC902,153$4.1M1.7%−3,448
Focus Partners Wealth627,277$2.8M0.0%+40,685
Van Eck Associates Corp599,627$2.7M0.0%−75,352
Northern Trust Corp593,720$2.7M0.0%+14,813
Alpine Global Management, LLC486,867$2.2M0.4%−165,992
Wellington Management Group Llp481,583$2.2M0.0%No change
Vanguard Portfolio Management LLC443,440$2.0M0.0%+48,685
Dana Investment Advisors, Inc.431,293$1.9M0.1%−7,056
Morgan Stanley372,343$1.7M0.0%+84,754
Vanguard Fiduciary Trust Co365,494$1.6M0.0%−6,158
Delphi Financial Group, Inc.334,937$1.5M0.8%No change
Victory Capital Management Inc278,000$1.3M0.0%+97,000
Aqr Capital Management LLC252,477$1.1M0.0%+34,937
Jpmorgan Chase & Co242,567$1.1M0.0%−96,702
Ardent Capital Management, Inc.218,089$981.4K0.4%New
Quantinno Capital Management LP213,857$962.4K0.0%+45,867
Goldman Sachs Group Inc204,731$921.3K0.0%−83,635
Almitas Capital LLC180,954$814.3K0.2%+129,957

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Ares Commercial Real Estate Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARAres Commercial Real Estate Corp1
  • CIK0001529377
  • Employer ID (EIN)45-31480875
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inMaryland5
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address245 Park Avenue, 42Nd Floor, New York, NY 101671
  • Phone212.515.34001
  • Shares outstanding55,481,113 as of Jul 30, 202612
  • Public float$243.9M as of Jun 30, 20255
  • AuditorErnst & Young LLP, Los Angeles, California PCAOB ID 42; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceSep 14, 20111
  • Filings655 in all: 8-K (194), 4 (185), 10-Q (44), 3 (28), SC 13G/A (25), DEFA14A (19), 10-K (14), DEF 14A (14)1
    All 38 form types

    40-APP/A (12), SC 13G (12), 424B5 (11), CORRESP (11), UPLOAD (11), IRANNOTICE (9), 144 (8), ARS (6), SC 13D/A (6), EFFECT (5), S-11/A (5), S-3 (4), S-3/A (4), S-8 (4), 10-K/A (2), 3/A (2), 4/A (2), 40-APP (2), 5 (2), D (2), FWP (2), SC 13D (2), 424B1 (1), 8-A12B (1), 8-K/A (1), CERTNYS (1), PRE 14A (1), S-11 (1), SCHEDULE 13G (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Feb 10, 2026
    Quarterly report (10-Q) Aug 4, 2026
    Proxy statement (DEF 14A) Apr 1, 2026
    Latest 8-K (8-K) Oct 9, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.01 par value per shareACRENew York Stock Exchange

From the cover page of the 10-K filed Feb 10, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Ares Commercial Real Estate Corp names in Item 1A of its 10-K filed Feb 10, 2026: 74 risks under these headings, as written.5

  • RISKS RELATED TO OUR BUSINESS
  • A global economic slowdown or further declines in real estate values could impair our investments and have a significant adverse effect on our business, financial condition and results of operations.
  • Macroeconomic conditions, including those adversely impacting office properties, have resulted and may continue to result in increases to our CECL Reserve and could have an adverse effect on our financial results.
  • Changes in interest rates and credit spreads could adversely impact our financial condition.
  • Our board of directors may change our investment strategy or guidelines, financing strategy or leverage policies without stockholder consent.
  • We are highly dependent on the information systems of Ares Management and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to pay dividends.
  • Technological developments in artificial intelligence could disrupt the markets in which we and our borrowers operate and subject us to increased competition, legal and regulatory risks and compliance costs.
  • State licensing requirements causes us to incur expenses and our failure to comply with such requirements may have a material adverse effect on us and our operations.
  • RISKS RELATED TO SOURCES OF FINANCING AND HEDGING
  • Fluctuations in interest rates and credit spreads could increase our financing costs, reduce our ability to generate income and increase the probability and magnitude of a loss on our investments, each of which could lead to a significant decrease in our results of operations, cash flows and the market value of our investments.
  • We incur significant debt, which subjects us to increased risk of loss and reduces cash available for distributions to our stockholders.
  • The Financing Agreements impose, and any additional lending facilities will impose, restrictive covenants and other restrictions.
The other 64 risks
  • The Financing Agreements and any bank credit facilities and repurchase agreements that we may use in the future to finance our investments may require us to provide additional collateral or pay down debt.
  • Our access to sources of financing may be limited and thus our ability to grow our business and to maximize our returns may be adversely affected.
  • Lender consent rights under warehouse facilities we may utilize may limit our ability to originate or acquire assets.
  • We have utilized and may continue to utilize in the future non-recourse long-term securitizations. Such structures expose us to risks which could result in losses.
  • The securitization process is subject to an evolving regulatory environment that may affect certain aspects of our current business.
  • We enter into hedging transactions from time to time and such transactions expose us to contingent liabilities.
  • Hedging against interest rate or currency exposure may adversely affect our earnings, which could reduce our cash available for distribution to our stockholders.
  • Hedging instruments often are not traded on regulated exchanges or guaranteed by an exchange or its clearing house, and involve risks and costs that could result in material losses.
  • We are currently exempt from being regulated as a commodity pool operator in part because we comply with certain restrictions regarding our use of certain derivative instruments, and failure to comply with such restrictions could subject us to additional regulation and compliance requirements which could materially adversely affect our business and financial condition.
  • RISKS RELATED TO OUR INVESTMENTS
  • We allocate our available capital without input from our stockholders.
  • The lack of liquidity in our investments may adversely affect our business.
  • Our portfolio is concentrated in a limited number of loans and has a higher exposure to the office sector compared to the other property types, which subjects us to a risk of significant loss if any of these loans default.
  • Our investments are subject to risks particular to real property. These risks may result in a reduction or elimination of, or return from, a loan secured by a particular property.
  • The CRE loans we originate and the mortgage loans underlying any commercial mortgage-backed securities investments that we may make are subject to the ability of the commercial property owner to generate net income from operating the property, as well as the risks of delinquency and foreclosure.
  • We are subject to various risks related to the ownership of real property.
  • Prepayment rates may adversely affect the value of our portfolio of assets.
  • If we are unable to successfully integrate new assets and manage our growth, our results of operations and financial condition may suffer.
  • We operate in a competitive market for investment opportunities and loan originations and competition may limit our ability to originate or acquire our target investments on attractive terms.
  • If our Manager overestimates the yields or incorrectly prices the risks of our investments, we may experience losses.
  • Loans on properties in transition will involve a greater risk of loss than traditional investment-grade mortgage loans with fully insured borrowers.
  • Risks of cost overruns and non-completion of renovation, construction and development of the properties underlying short term senior loans on properties in transition may result in significant losses.
  • Investments in non-investment grade rated CRE loans or securities involve increased risk of loss.
  • The B-Notes and C-Notes that we have originated or may originate or acquire in the future may be subject to additional risks related to the privately negotiated structure and terms of the transaction, which may result in losses to us.
  • Our mezzanine loan assets involve greater risks of loss than senior loans secured by real properties.
  • Investments in preferred equity involve a greater risk of loss than traditional debt financing.
  • We face risks associated with selling loans with the intent to earn origination fees.
  • Any credit ratings assigned to our investments will be subject to ongoing evaluations and revisions and we cannot assure you that those ratings will not be downgraded.
  • We may experience a decline in the fair value of our assets.
  • Some of our portfolio investments are recorded at fair value and, as a result, there is uncertainty as to the value of these investments.
  • Commercial mortgage-backed securities pose risks of the securitization process and the risk that the special servicer may take actions that could adversely affect our interests.
  • Real estate valuation is inherently subjective and uncertain.
  • We may invest in non-performing real estate loans and participations.
  • Insurance on mortgage loans and real estate securities collateral may not cover all losses.
  • Liability relating to environmental matters may impact the value of properties that we may acquire upon foreclosure of the properties underlying our investments.
  • The properties underlying our CRE loans may be subject to other unknown liabilities that could adversely affect the value of these properties, and as a result, our investments.
  • Construction loans involve an increased risk of loss.
  • Our investments in construction loans require us to make estimates about the fair value of land improvements that may be challenged by the IRS.
  • Our investments may be concentrated and could be subject to risk of default.
  • We have foreclosed and in the future may need to foreclose on loans that are in default, which could result in losses.
  • RISKS RELATED TO OUR COMMON STOCK
  • The market price of our common stock may fluctuate significantly.
  • Common stock eligible for future sale may have adverse effects on our share price.
  • We have not established a minimum distribution payment level and we may be unable to generate sufficient cash flows from our operations to make distributions to our stockholders at any time in the future.
  • Our distributions may exceed our cash flow from our operations and our net income.
  • Future offerings of securities may adversely affect the market price of our common stock.
  • RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE
  • The Maryland General Corporation Law, or the “MGCL,” prohibits certain business combinations, which may make it more difficult for us to be acquired.
  • Stockholders have limited control over changes in our policies and operations.
  • Our authorized but unissued shares of common and preferred stock may prevent a change in control.
  • Maintenance of our exemption from registration under the 1940 Act imposes significant limits on our operations. Your investment return may be reduced if we are required to register as an investment company under the 1940 Act.
  • Rapid and steep declines in the values of our real estate-related investments may make it more difficult for us to maintain our qualification as a REIT or exemption from the 1940 Act.
  • Our rights and the rights of our stockholders to recover on claims against our directors and officers are limited, which could reduce our stockholders and our recovery against them if they negligently cause us to incur losses.
  • Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our stockholders to effect changes to our management.
  • Ownership limitations may restrict change of control or business combination opportunities in which our stockholders might receive a premium for their shares.
  • RISKS RELATED TO OUR RELATIONSHIP WITH OUR MANAGER AND ITS AFFILIATES
  • Our future success depends on our Manager, its key personnel and their access to the investment professionals of Ares Management. We may not find a suitable replacement for our Manager if our Management Agreement is terminated or if such key personnel or investment professionals leave the employment of our Manager or Ares Management or otherwise become unavailable to us.
  • Our growth depends on the ability of our Manager to make investments on favorable terms that satisfy our investment strategy and otherwise generate attractive risk-adjusted returns initially and consistently from time to time.
  • There are various conflicts of interest in our relationship with our Manager and Ares Management that could result in decisions that are not in the best interests of our stockholders.
  • Ares Management advisory activities.
  • Investments in which Ares managed investment vehicles hold different investments.
  • Loan acquisitions from or dispositions to affiliates.
  • The ability of our Manager and its officers and employees to engage in other business activities may reduce the time our Manager spends managing our business and may result in certain conflicts of interest.
  • Our Management Agreement with our Manager was not negotiated on an arm’s-length basis and may not be as favorable to us as if it had been negotiated with an unaffiliated third party, and the manner of determining the management fees may not provide sufficient incentive to our Manager to maximize risk-adjusted returns for our portfolio since it is based on our stockholders’ equity per annum and not on our performance.
  • Terminating our Management Agreement for unsatisfactory performance of the Manager or electing not to renew the Management Agreement may be difficult and terminating the agreement in certain circumstances requires payment of a substantial termination fee.
  • The incentive fee payable to our Manager under the Management Agreement may cause our Manager to select investments in riskier assets to increase its incentive compensation.
  • Our Manager manages our portfolio in accordance with very broad investment guidelines and our board of directors does not approve each investment and financing decision made by our Manager, which may result in us making riskier investments than those currently comprising our investment portfolio.
  • Our Manager may change its investment process, or elect not to follow it, without stockholder consent at any time, which may adversely affect our investments.

Legal proceedings

From time to time, we, our executive officers, directors and our Manager, and its affiliates and/or any of their respective principals and employees are subject to legal proceedings, including those arising from our loans, and we and our Manager are also subject to extensive regulation, which, from time to time, results in requests for information from us or our Manager or legal or regulatory proceedings or investigations against us or our Manager, respectively. We incur significant costs and expenses in connection with any such proceedings, information requests and investigations.

The opening of Item 3, Legal Proceedings.5

Sources

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