UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~May~~June 2730, 2025

ARES COMMERCIAL REAL ESTATE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Maryland

001-35517

45-3148087

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

245 Park Avenue,

42nd Floor,

New York,

10167

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (212) 750-7300

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	ACRE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).


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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ~~Security~~Definitive ~~Holders~~Agreement.

On ~~May~~June 2730, 2025, ACRC Lender MS LLC and ACRC Lender MS II LLC, each a subsidiary of Ares Commercial Real Estate Corporation (the “Company”), ~~held~~and ~~its~~the ~~2025~~Company ~~Annual~~entered ~~Meeting~~into ofan ~~Stockholders~~amendment to the Master Repurchase Agreement (the “~~Annual~~Morgan ~~Meeting~~Stanley Facility”). Awith ~~quorum~~Morgan ~~was~~Stanley ~~present~~Bank, atN.A. The purpose of the ~~Annual~~amendment ~~Meeting~~is ~~and~~to, among other things, extend the ~~Company’s~~initial ~~stockholders:~~maturity ~~(i)~~date ~~elected~~of the ~~three~~Morgan ~~Class~~Stanley IFacility ~~directors~~to ~~named~~July ~~below;~~16, ~~(ii)~~2026 ~~ratified~~with ~~the~~one ~~appointment~~12-month ofextension, ~~Ernst~~which &may ~~Young~~be ~~LLP~~exercised asat ~~the~~ACRC ~~Company’~~Lender MS LLC's ~~independent~~and ~~registered~~ACRC ~~public~~Lender ~~accounting~~MS ~~firm~~II ~~for~~LLC’s option with the ~~fiscal~~consent ~~year~~of ~~ending~~Morgan ~~December~~Stanley 31Bank, ~~2025;~~N.A., ~~(iii)~~subject ~~approved~~to onthe asatisfaction ~~non-binding,~~of ~~advisory~~certain ~~basis,~~conditions and the ~~compensation~~payment of ~~the~~an ~~Company’s~~extension ~~named~~fee. ~~executive~~The ~~officers;~~amendment ~~and~~also ~~(iv)~~reduced ~~approved,~~the onfacility acommitment ~~non-binding,~~from ~~advisory~~$250 ~~basis,~~million ~~every~~to ~~year~~$150 asmillion ~~the~~and ~~frequency~~includes ~~with~~an ~~which~~accordion ~~future~~provision ~~stockholder~~such ~~advisory~~that ~~votes~~the onfacility ~~the~~commitment ~~compensation~~may ofbe ~~the~~increased ~~Company’s~~by ~~named~~an ~~executive~~additional ~~officers~~$100 ~~will~~million beto ~~held.~~up ~~The~~to ~~final~~$250 ~~voting~~million, ~~results~~subject ~~from~~to the ~~Annual~~satisfaction ~~Meeting~~of ~~were~~certain asconditions, ~~follows:~~including payment of an upsize fee.

~~(1)~~Item A2.03 ~~proposal~~Creation toof ~~elect~~a ~~three~~Direct ~~Class~~Financial IObligation ~~directors~~or toan ~~serve~~Obligation ~~until~~under ~~the~~an ~~Company’s~~Off-Balance ~~2028~~Sheet ~~annual~~Arrangement ~~meeting~~ of ~~stockholders,~~a ~~and until their successors have been duly elected and qualify~~Registrant.

	VOTES FOR	VOTES WITHHELD	BROKER NON-VOTES
William L. Browning	20,489,772	1,438,366	17,620,714
Edmond N. Moriarty, III	16,170,769	5,757,369	17,620,714
Rebecca J. Parekh	18,280,529	3,647,609	17,620,714

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

~~(2)~~Item A9.01 ~~proposal~~Financial toStatements ~~ratify~~and ~~the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025~~Exhibits.

VOTES FOR			VOTES AGAINST			VOTES ABSTAINED
38,545,563			767,405			235,884

(d) Exhibits:

(3) A proposal for the non-binding, advisory vote to approve the compensation of the Company’s named executive officers.


Exhibit Number						Description
10.1						Sixth Amendment to Master Repurchase and Securities Contract and Third Amendment to Fee Letter, dated as of June 30, 2025, by and among Morgan Stanley Bank, N.A., a national banking association, as buyer, ACRC Lender MS LLC and ACRC Lender MS II LLC, as sellers, and Ares Commercial Real Estate Corporation, as guarantor
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

VOTES FOR			VOTES AGAINST			VOTES ABSTAINED			BROKER NON-VOTES
19,652,363			1,929,540			346,235			17,620,714

(4) A proposal to approve, on a non-binding, advisory basis, the frequency with which future stockholder advisory votes on the compensation of the Company’s named executive officers will be held.

ONE YEAR			TWO YEARS			THREE YEARS			VOTES ABSTAINED			BROKER NON-VOTES
20,599,674			243,302			347,506			737,656			17,620,714

The Company has decided to include a stockholder vote on Say on Pay in its proxy materials every year, consistent with the stockholders’ advisory vote, until the next required advisory vote on the frequency of future advisory votes on executive compensation. In accordance with the rules and regulations of the Securities and Exchange Commission, the Company is required to hold an advisory vote on the frequency of future advisory votes at least once every six years.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ARES COMMERCIAL REAL ESTATE CORPORATION
Date:	~~May~~July 287, 2025		/s/ ~~Anton~~Jeffrey ~~Feingold~~M. Gonzales
		Name:	~~Anton~~Jeffrey ~~Feingold~~M. Gonzales
		Title:	~~General~~Chief ~~Counsel,~~Financial ~~Vice~~Officer ~~President~~ and ~~Secretary~~Treasurer

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