Ares Commercial Real Estate Corporation

Your meeting is about to begin. Good afternoon. Welcome to ARIES Commercial Real Estate Corporation's fourth quarter earnings conference call. At this time, all participants are in a listen-only mode. As a reminder, this conference is being recorded on Tuesday, February 10, 2026. I will now turn the call over to Mr. John Stillmar, partner of Public Markets Investor Relations. Please go ahead.

Good afternoon, everyone, and thank you for joining us on today's conference call. In addition to our press release and the 10-K that we filed with the SEC, we've posted an earnings presentation under the Investor Resources section of our website at www.arescre.com. Before we begin, I want to remind everyone that comments made during the course of this conference call and the accompanying webcast, as well as associated documents, contain forward-looking statements and are subject to risks and uncertainties. Many of these forward-looking statements can be identified by the use of words such as anticipates, believes, expects, intends, will, should, and similar such expressions. These forward-looking statements are based on management's current expectations of market conditions and management's judgments. These statements are not guarantees of future performance, conditions, or results and involve a number of risks and uncertainties. The company's actual results could differ materially from those expressed in the forward-looking statements as a result of the number of factors, including those listed in its SEC filings. ARIES Commercial Real Estate assumes no obligation to update any such forward-looking statements. During this conference call, we'll refer to several non-GAAP financial measures. We use these measures as a measure of operating performance, and these measures should not be considered in isolation from or as a substitute for measures prepared in accordance with generally accepted accounting principles. These measures may not be comparable to like-titled measures used by other companies. Now I'd like to turn the call over to our CEO, Brian Donahoe. Brian?

Thank you, John. Good afternoon, everyone, and thank you for joining us. I'm here today with Jeff Gonzalez, our Chief Financial Officer, Taesik Yoon, our Chief Operating Officer, as well as other members of the management and investor relations teams. Today I'll start off with some market commentary, take a look back at all that we accomplished in 2025, and discuss where we're focused in 26 and beyond. Jeff will then take us through our fourth quarter and full year results in detail. 2025 marked a year of transition for the commercial real estate market. Early in the year, macroeconomic and geopolitical uncertainty weighed on valuations and transaction activity. Conditions improved in the second half as the Fed began easing monetary policy, leading to greater stability, a rebound in transaction volumes, and stabilizing values. Against this backdrop for commercial real estate and through deliberate and thoughtful action, we made meaningful progress towards our goals of further positioning the balance sheet to address risk-rated four and five loans, reducing office and REO assets, and more actively investing to reshape the portfolio. During 2025, we achieved our objective of creating and maintaining flexibility on our balance sheet through moderate leverage and ample liquidity in excess of $100 million. The positioning of our balance sheet has provided us the opportunity to drive outcomes on underperforming loans and more recently supported increased investment activity into new loans. Now let me walk through some of the specifics. To start, we reduced our office loans by 30% since year end 2024 to $447 million. Our active management approach and deep structuring capabilities led to increased repayments, as well as opportunities to selectively exit and restructure loans that we believe further reduced the risk from these office loans. To this end, we restructured two office loans in 2025, which brought in additional equity capital from the borrowers, de-risking our position and, in our view, enhancing the potential outcomes of the investment. We also exited the one loan collateralized by purpose-built life science properties in the portfolio and did not anticipate making new commitments to other office properties. Our proactive asset management focus on de-risking and stabilizing property fundamentals is also reflected in the progress of our risk-rated four and five loans. At a high level, there are five risk-rated four and five loans remaining. We continue to make meaningful progress on the majority of risk-rated 4 and 5 loans, including the two largest, which comprise approximately 85% of the balance of the overall risk-rated 4 and 5 loans. The largest of these loans is a risk-rated 5 Chicago office loan, which has a carrying value of $140 million, representing approximately 44% of the risk-rated 4 and 5 loan portfolio. While this loan remains on non-accrual, we've made progress on the loan. Fundamentals of this property remain stable, and occupancy remains above 90%, with a weighted average lease term of eight years. As we mentioned last quarter, discussions with the borrower are ongoing, and among the options the borrower is considering is the potential sale of the asset. The second largest is a risk-rated four Brooklyn, New York, residential condominium loan. which has a carrying value of $130 million, representing approximately 41% of the risk-rated four and five loan portfolio. Throughout the year, construction advanced at this property. Early in the year, nearly all of the necessary materials to complete construction were procured in order to mitigate supply chain and known tariff risks. Construction on the exterior was completed on time and on budget. Soft marketing was launched this past summer and formal marketing has been commenced. Construction continues to progress on plan with internal finishes underway. With the progress made at this property, sales are anticipated to begin in the first half of 2026. The progress in addressing our risk-rated four and five loans allowed Acre to return to investing in the second half of 2025. During this period, we closed 13 new loan commitments, totaling $486 million, with more than 50% of the new originations collateralized by residential and industrial properties. This increased loan activity resulted in loan portfolio growth in the fourth quarter. More than half of the dollars committed in new loans represented co-investment opportunities alongside other ARIES management affiliated vehicles. We believe co-investment opportunities are important for a few reasons. First, it expands ACRE's access to quality institutional opportunities of scale. Second, it allows ACRE to appropriately size its commitment to such opportunity based on available capital and suitability. Lastly, we believe it allows ACRE to enhance its diversification and more efficiently deploy its available capital over time. This strategy allows Acre to benefit from the depth, breadth, and extensive capabilities of the broader Aries real estate platform. Aries has built one of the largest real estate platforms in the world. As a reflection of the growing presence in the real estate market, the Aries real estate debt platform originated over $9 billion globally in new commitments in 2025, nearly double 2024. Looking out to 2026, we are focused on the resolutions of our remaining risk-rated 4 and 5 loans for the ultimate benefit of portfolio growth and earnings. While we recognize the trajectory of earnings may be uneven depending on the outcome of asset resolutions, we remain confident in ACRE's earnings potential. As a reflection of this confidence, the Board declared a regular cash dividend of $0.15 per common share for the first quarter of 2026. We believe that the execution of our business plan creates a path of earnings growth to meet the current dividend level. Let me now turn the call over to Jeff, who will provide more details on our fourth quarter and full year results.

Thank you, Brian. I will walk through our financial results for both the quarter and full year in more detail and provide more color on what was a busy and productive fourth quarter for the company. For a full year of 2025, we reported a GAAP net loss of $1 million or $0.02 per diluted common share and a distributable earnings loss of $7 million or $0.12 per diluted common share. Focusing on the fourth quarter of 2025, we reported a GAAP net loss of approximately $4 million or $0.07 per diluted common share. Our distributable earnings for the fourth quarter of 2025 were approximately $8 million or $0.15 per diluted common share. This includes the impact from the realized gain of $2 million or $0.04 per diluted common share related to the partial sale of the North Carolina office REO property. Distributable earnings for the fourth quarter excluding this realized gain were approximately $6 million or $0.11 per diluted common share. Additionally, during the fourth quarter, we collected $2 million, or $0.04 per diluted common share, of cash interest on loans that were on non-accrual and was accounted for as a reduction in our loan basis. As Brian mentioned, we achieved our balance sheet objectives in 2025. We maintained moderate leverage to support further resolutions of underperforming loans and future growth. We ended the fourth quarter with a net debt-to-equity ratio, excluding CECL, of 1.6 times. In the fourth quarter, we closed eight new loan commitments, totaling $393 million. This resulted in Acres' portfolio reaching an outstanding principal balance of $1.6 billion, an increase of 24% versus the third quarter of 2025. New loans closed in the second half of 2025 now comprise about 29% of the total loan portfolio. We also continue to reshape our loan portfolio in the fourth quarter by reducing loans collateralized by office properties to $447 million, a decrease of 10% quarter-over-quarter. This decrease was driven by both normal course repayments, including one full loan repayment, and the strategic restructuring of the risk-rated floor loan collateralized by the Arizona office property. At the end of the fourth quarter, office loans now represent 28% of the total loan portfolio, down from 38% at the end of the third quarter of 2025 and at year-end 2024. As Brian laid out, we have made measurable progress in 2025 as well as in the fourth quarter in addressing and resolving our risk-rated 4 and 5 loans. I want to address two loan changes specifically. The first is the restructuring of the previous $81 million senior risk-rated 4 loan, collateralized by an office property in Arizona, into a $65 million senior risk-rated 3 loan and an $8 million risk-rated 4 subordinated loan. Importantly, the sponsor repaid a portion of the principal balance of the loan, committed additional equity, and made future capital commitments further supporting the execution of the business plan. This was the primary driver of the 13% reduction in risk-rated 4 and 5 loans quarter over quarter. The second loan I want to address is the $28 million loan collateralized by a Pennsylvania multifamily property. Despite the property being 95% occupied, this loan was downgraded to a risk-rated five loan in the fourth quarter from a risk rating of four. Given our expectations, a loss may be realized with the potential sale of the underlying property. While we take any loss seriously, we view the potential loss severity as limited. In summary, we are proud of the progress we have made in addressing our risk-rated four and five loans and reducing office loans in 2025. As we step forward into 2026, the continued progress addressing risk-rated 4 and 5 loans and reducing office loans remains a key objective as we believe this is a significant component in repositioning Acre's portfolio for future growth. Now turning to our CECL Reserve, the total CECL Reserve at year-end 2025 was $127 million, an increase of $10 million from September 30, 2025. Notably, 40% of the increase came from the closing of new loans. Year over year, the CECL Reserve decreased by $18 million from December 31, 2024. The total CECL Reserve at the end of the fourth quarter of $127 million represents approximately 8% of the total outstanding principal balance of our loans held for investments. 92% of our total $127 million CECL Reserve, or $117 million, relates to our risk-rated 4 and 5 loans, and approximately half of this is attributed to the risk-rated 5 office loan in the portfolio. Our book value is $9.26 per share, which includes the $127 million CECL Reserve. Our goal remains to prove up book value over time while advancing our efforts to rebuild earnings. Turning now to our available capital and liquidity, we have a flexible balance sheet evidenced by our available capital of $110 million at the end of the fourth quarter. In addition, we have increased our borrowing capacity by $250 million, subject to future available collateral, and reduced our borrowing costs through three distinct actions. First, we upsized the Wells Fargo facility to $600 million, an increase of $150 million in the fourth quarter. Second, we exercised our recording option to upsize the Morgan Stanley facility by $100 million in January of 2026. Third, subsequent to quarter end, we reduced the cost of our borrowing through the redemption of our FL4 CLO securitization. We believe these actions reflect the strength and scale of our lender relationships driven by the ARES platform and positions us well to access attractive financing and support future growth initiatives. To conclude, the Board declared a regular cash dividend of 15 cents per common share for the first quarter of 2026. The first quarter dividend will be payable on April 15th, 2026 to common stockholders of record as of March 31st, 2026. At our current stock price on February 5th, 2026, the annualized dividend yield on our first quarter dividend is approximately 12%. With that, I will turn the call back over to Brian for some closing remarks.

Thank you, Jeff. We remain focused on addressing the five remaining risk-rated four and five loans in our portfolio. We've begun to reshape ACRE's portfolio through active deployment and a strategic approach to leverage. We have conviction in this strategy and believe that the alignment of ACRE alongside the ARIES platform creates a powerful and compelling foundation for shareholder value. As always, we appreciate you joining our call today, and we'd be happy to open the line for questions.

Thank you. And at this time, if you would like to ask a question, please press star, then 1 on your touch-down phone. If you would like to withdraw your question, please press star, then 2. We'll take our first question from Jade Romani with KBW. Please go ahead. Your line is open.

Thanks very much. Wanted to ask when you think Brooklyn will start receiving repayments, the condo, the condo project, assuming there are sales in the first half, would those closings take place in 2026?

Yeah, Jay, thanks for the question. I think obviously there's a lag as you go through the sales process from marketing to contract to ultimate sale. So it's a little bit tough to predict. Our hope is that over the second half of the year you start to see a smooth sales process for the individual units, and once you pay down some of the debt associated there, you should start to see proceeds come back into the company. So we're happy with the progress on the underlying property itself. I think the market in general has held up well for assets like this, and we'll have more clarity as we start to see contracts come in.

And, Jay, just to layer on top of that, as Brian alluded to, the first proceeds that come out from the sale go to pay down debt. So we will see the immediate benefit of interest and savings. We do have a modest amount of debt on that asset. So once that debt's repaid, that's when we'll start seeing the liquidity return.

Okay. That's good to know. Turning to the Chicago office, could you give any context around what the current debt yield is and what If you're seeing demand for this type of asset from a location class type, the occupancy certainly looks good, and so does the weighted average lease duration.

Yeah, it's a good question, Jade. I think you have seen a bit of have and have-nots across office assets. I think that the assets that have seen more stress have been those that have immediate capital needs or lack of existing tenancy, and as we said, we've got that vault and the occupancy which provides some patience that's available to us. That said, I don't think we could be more clear over the past quarters on our focus on resolving this asset. In terms of actual yield, I think we have not given a specific but you could probably extrapolate it based on rental rates in the market and the underlying occupancy and walk from there.

Thanks very much.

Thank you. Our next question comes from Rick Shane with JP Morgan. Please go ahead. Your line is open.

Hey, this is AJ on for Rick. Y'all made a lot of progress working down your office exposure. It's basically down like half since 2023. Where do you think y'all can get that balance by the end of 2026?

Thanks, JJ. I think, as I said on Jade's question, our focus remains on those risk-rated four and five loans. There's obviously the Chicago office asset that is a fairly material asset. needle mover in terms of those resolutions. In general, we feel comfortable around the remaining portfolio starting to think through normal cadence of performance based on if you look through at the risk ratings, but our focus is squarely on the risk-rated four and fives at this point, and the timeline of that is something that as a lender falls a little bit outside of your control. This is an asset that continues to be owned by another party, and as a creditor, you can encourage resolutions, but you can't necessarily dictate. So we've been clear about the underlying fundamental performance. I think there is a path for the market as a whole, a more regular cadence of asset repayments. If you think about the way we live in a floating rate origination and asset management world, a normalized cadence of repayments would be a third per annum. Now, that will move counter-cyclically to underlying sectors and things like that. Clearly, duration has been extended on office assets for the market as a whole. But I think our hope and the hope of our peer set is that you start to see more natural resolutions of those assets moving forward.

Great. Thank you.

Thank you. We will move next with Doug Harder with UBS. Please go ahead. Your line is open.

Good afternoon. It's actually Marissa Lobo on for Doug today. Looking at the origination activity on the quarter across hotel, industrial, storage, where are you seeing the most attractive risk-adjusted returns today? And how do those spreads on the new origination compare to the levels on repayments that were received on the quarter?

It's a great question. I think hopefully one of the takeaways is that we see a very broad spectrum of opportunities. across many sectors, and you've heard in our prepared remarks, it's really the office sector where we will continue to shy away from. What we've created, attempted to create, is this very large denominator of opportunities for us to select into both for the area's real estate credit platform and then, by extension, into ACRE. And we pick out the fundamental assets in a bottoms-up approach, So certainly we have a sector overlay and we think about what's going to pay off and we think about what would be attractive from a yield perspective. But I do believe that the most important factors for this industry coming out of the volatility for the last few years is one of underlying principal protection. So the first thing we focus on is making sure that we have a durable capital structure and a durable property. And yield is something that you can create in today's market given the broad opportunity set. I think it's been well publicized that capital has been more attracted to the logistics or industrial and multifamily segment, so you can assume that those threads would be slightly tighter. We've historically played to some degree in the self-storage sector where the smaller asset sizes lend themselves to yields that are a little bit higher, given that a platform has to have a differentiated approach to those types of sectors. And then hospitality, where we remain very, very selective, can at times provide enhanced yields. So those have been the common themes throughout the last few years and probably the entirety of my career. I think the Pricing of office, which is somewhat irrelevant for us, as I said, but that continues to see a good bit of capital for true Class A cash flow and long-duration leases and a lack of liquidity entirely for anything outside that realm.

That's helpful. Thank you. And just looking at the Arizona office restructuring, the reductions from 81 to 73, can you give us any color on the milestones or covenants in place for this upgraded three-rated tranche to maintain its rating?

It would be difficult for us to be specific to your question, though I appreciate it. I think you can understand that, especially with respect to the size of this portfolio and what we do day to day, that each of the covenants on every loan are created in keeping with what we believe the milestone should be, and we agree to with the borrower. When we go through restructures, generally speaking, we want to see acceleration of that business plan. We want to see sector and regional expertise from that sponsor, and we want to see capital committed from that sponsor. And the push and pull amongst all of those factors will lead to longer or shorter duration of that, I'll call it, covenant compliance. And I think you can read through how this loan was treated from what our perspective is on the other side of that restructure.

Appreciate the answers.

Thank you. Our next question comes from John Nicodemus with BTIG. Please go ahead. Your line is open.

Hello, everyone. After keeping your leverage quite low for the bulk of the year, we did see it come up somewhat in the fourth quarter. Based on your current visibility into the origination pipeline and repayment schedule for 2026, how much higher are you envisioning ACRE's leverage trending throughout the course of this year? Thanks.

Thanks for the question. Yeah, as you saw, we do continue to maintain moderate leverage of 1.6 times. It was higher than last quarter's at 1.1. We have begun to ramp investment activity in the second half of 25. So I would say near term, we'd probably max out in the 2.0 range. And then as we get further along in resolving our 4 to 5 rate loans, which we're hyper-focused on doing, we expect to get back to our long-term historical target of 3.0 debt to equity. And that's where we believe we'll historical ROE on the portfolio.

Great. Thanks so much. That's all for me.

Thank you. We will move next with Gabe Poggi with Raymond James. Please go ahead. Your line is open.

Hey, thanks for taking the question. A quick one. Can you talk to the timing of loan closings in the fourth quarter and then One more kind of piggybacking on what John just asked about. As you guys think about ROE on new originations, what's kind of the ballpark that we're targeting? I assume still low, mid-double digits? Thanks.

Yeah, so good question on the cadence of originations. Gabe, I'd say that it's not something that we would measure. I think what we're trying to do is truly smooth out. When we talk about the co-investment structure, The attempt is to smooth out as much as possible that impact, right? So I'm guessing if I look through your question, it's kind of how much impact did you have from those originations, right? On early October would have one impact on the portfolio and the end of Christmas season would be another. So what we're attempting to do is truly smooth out such that there is a lot less, I'll say, dormant or dead money in the ecosystem and due to the diversification of originations that I think hopefully came through in the prepared remarks. But the exact timing of it is not something that we've shared. So hopefully that's a fair answer, and I appreciate the question.

Yeah, no, that's definitely helpful.

Thank you. We will move next with Chris Muller with Citizens Capital Market. Please go ahead. Your line is open.

hey guys thanks for taking the questions and congrats on a solid quarter it's nice to see the market rewarding you guys today um i guess the gain on the partial reo sale was good to see uh and looking at the remaining reo can you guys just give us a little history refresher uh income yields of nine percent allow you guys to be pretty patient with those assets so i guess question is what did those yields look like when you first took back the properties and occupancy rates too uh would be helpful just compared to where we're at today yeah it's a good question we've been

They've been relatively static due to the existing leases in those assets, which, as you say, allows us to be very patient and selective in the ultimate resolution of those assets. And, candidly, in a more normalized market, which none of us have shared in for the last three-ish years, I think these, from a yield perspective, are certainly attractive for a dividend-paying company. But what... has given us comfort is the consistency of those yields over time. So I think there's still an angle, and we talk about the resolution of the four and fives in REO assets, and probably maybe you're tired of hearing it, but that is our focus. But for the time being, what we take comfort in is those consistency of yields in that subportfolio.

Got it. And then I guess maybe on the flip side, we saw originations really pick up here in the fourth quarter. Should we view 4Q as a run rate going into 2026? And then kind of the other side of that is, do you guys have a target portfolio size? Or if not, what type size portfolio could your existing equity-based support, as you guys said today?

That's a great question. Why don't I start with the Q4 cadence, I think, and then I'll let Jeff talk portfolio size. But I think probably 18 months ago or so, we talked about the origination capacity of our company being adequate to support the needs of Acre when it came back into the offensive side of the ledger. And I think right now we sit here dependent to some degree on the repayment cadence of the remaining assets and specifically those assets we've cited. but we feel very comfortable that the money that comes in the door, all steady case in terms of the market, but the opportunity set is fairly broad that we can tap into. The origination team is extremely active, and I think the originations volume will be a function to a great degree on where we get repaid and when. But our intention for everything we've structured is to, as I said earlier in Gabe's question, smooth out that origination such that we minimize the downtime between the repayment and when we redeploy. But the origination engine is running, and it will be a function of if and when we get repaid on those assets. And then, Jeff, over to you for portfolio growth from here.

Yeah, I think a simple way to look at it, just going back to earlier in the call, is just looking at if we get to our 3.0 asset, ratio that regards our target, you're looking at $1.5 billion in debt and about a $2 billion loan portfolio size. So I would say that's the easiest way to look at it.

Got it. And just one more I just thought of as you guys were talking here. You guys used to have, and I think it's still in place, a facility with Aries the parent that would essentially allow you guys to bring loans onto your balance sheet very quickly. Is that still in place and you're still utilizing that?

We do have capacity for warehousing assets. Part of the impact of all of this structuring we covered is that that will be utilized less, because if you think about what that was, there's a lot of positives to that, and we continue to benefit a lot from our alignment with ARIES. But by creating smaller participation interest in these loans, we minimize the need for that, but it's still available to us.

Got it. Very helpful, and thanks for taking the questions today.

No problem. Appreciate it.

Thank you. And once again, that is star and 1 on your telephone keypad if you would like to join the queue. We do have a follow-up from Jade Romani with KBW. Please go ahead. Your line is open.

Thank you. We've been in an environment of spread compression in commercial real estate finance for, you know, a couple of quarters, and I just wanted to ask if the recent volatility in private credit, some of the concerns there have had any spillover effects if you feel like the spread compression in commercial real estate has kind of reached its trough at this point.

Good question, Jayden. I appreciate it. I would say that Generally, for more scaled originators across the credit spectrum, we're going to see things in real time that may have a little bit of a lag effect through the direct origination channel. What I mean by that is if you are not in tune with all of these markets, you might still be originating with a view towards the past rather than a view towards the present or the future, and clearly I think You and we at Ares and certainly some of our peers benefit from a very broad spectrum of facts and data that will tell us the direction of travel. So what I would generally anticipate when we see volatility in the equity markets, the fixed income markets, change in kind of international sentiment and capital flows, there's going to be an immediacy of reaction for originators like ourselves. and there may still be legacy trades out there that would indicate that markets have not moved, but kind of a little bit of a costume for what's actually going on underlying. So to the extent there's an impact from all the volatility out there today, the opportunity set should expand over the coming months. I wouldn't expect it to instantly translate from what's going on in active fixed income liquid markets to what we see on the origination side.

Thanks very much. Thanks, Jason.

Thank you. And this concludes our Q&A session. I will now turn the call back to Brian for closing remarks.

Thank you. And I just want to reiterate thank you to everyone for joining us today. We appreciate the continued support of Aries Commercial Real Estate, and we look forward to speaking with you all on our next earnings call in about 90 days. Thank you, everyone.

Thank you. Ladies and gentlemen, this concludes our conference call for today. If you missed any part of today's call, an archived replay of this conference call will be available approximately one hour after the end of this call through March 10th, 2026 to domestic callers by calling 1-800-723-0389 and to international callers by calling 1-402- An archived replay will also be available on a webcast link located on the homepage of the investor resources section of our website. Thank you all for your participation and you may now disconnect.