InPoint Commercial Real Estate Income Inc

DEF 14A 1 inpoint_2025_definitive_.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.)

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Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

June 25, 2025

Dear Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of InPoint Commercial Real Estate Income, Inc., a Maryland corporation (the “Company”), which will be held at the principal executive offices of the Company located at 2901 Butterfield Road, Oak Brook, Illinois 60523 at 1:30 p.m., Central Time, on Thursday, September 18, 2025. At the Annual Meeting, stockholders will be asked to consider and vote upon:

•

the election of five director nominees listed in the Proxy Statement;

•

the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025; and

•

such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Details concerning those matters to come before stockholders at the Annual Meeting are described in this Proxy Statement.

Management and the Board of Directors unanimously recommend that you vote FOR all nominees for director listed in the Proxy Statement and FOR the appointment of KPMG LLP as our independent registered public accounting firm for 2025.

It is important that your shares be represented at the Annual Meeting and voted in accordance with your wishes. Whether or not you plan to attend the meeting, we urge you to complete a proxy as promptly as possible — by internet, telephone or mail — so that your shares will be voted at the Annual Meeting. This will not limit your right to vote in person or attend the Annual Meeting.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THEANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 18, 2025:Our Proxy Statement, proxy card and 2024 Annual Report on Form 10-K are available atwww.ProxyVote.com, and can be accessed by using your 16-digit control number or by scanning your QR barcode and then following the instructions located on your Notice of Internet Availability or proxy card.

On behalf of the Board of Directors and management, I thank you for your continuing support.

Sincerely,

/s/ Denise C. Kramer

Denise C. Kramer

Chief Executive Officer and Director

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To our Stockholders:

We hereby notify you that InPoint Commercial Real Estate Income, Inc., a Maryland corporation (the “Company”), is holding its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) at the principal executive offices of the Company located at 2901 Butterfield Road, Oak Brook, Illinois 60523 at 1:30 p.m., Central Time, on Thursday, September 18, 2025. At the Annual Meeting, stockholders will be asked to consider and vote upon:

the election of five director nominees listed in the Proxy Statement;

the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025; and

such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

You can vote your shares of common stock at the Annual Meeting and any adjournments or postponements thereof if the Company’s records show that you were a stockholder of record as of the close of business on June 23, 2025, the record date for the Annual Meeting.

Stockholders, whether or not they expect to be present at the Annual Meeting, are requested to authorize a proxy to vote their shares electronically via the Internet, by telephone or by completing and returning their proxy card. We are pleased to use the “notice and access” method of providing proxy materials to our stockholders over the internet. We believe this method will expedite stockholders’ receipt of proxy materials, lower the costs associated with the Annual Meeting and conserve natural resources. Our proxy materials will be made available on or about July 1, 2025. We will mail, or electronically deliver to those who have consented, a notice of internet availability of proxy materials (the “Notice of Internet Availability”), which will indicate how to access our proxy materials, as well as how to request a paper copy. Voting instructions are printed on your proxy card and included in the Notice of Internet Availability and in our Proxy Statement. Any person giving a proxy has the power to revoke it at any time prior to the meeting, and stockholders who are present at the Annual Meeting may withdraw their proxies and vote during the Annual Meeting.

If you plan on attending the Annual Meeting, you will need to bring photo identification in order to be admitted. To attend and obtain directions to the Annual Meeting, please call the Company at 866-694-6526.

Sincerely,

/s/ Cathleen M. Hrtanek

Cathleen M. Hrtanek

Secretary

June 25, 2025

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PROXY STATEMENT FOR

2025 Annual Meeting OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 18, 2025

This Proxy Statement is being furnished by and on behalf of the Board of Directors of InPoint Commercial Real Estate Income, Inc., a Maryland corporation (our “Board of Directors”), in connection with the solicitation of proxies to be voted at our 2025 annual meeting of stockholders (the “Annual Meeting”). A notice of availability of proxy materials (the “Notice of Internet Availability”) will be first mailed, or electronically delivered to those who have consented, on or about July 1, 2025 to stockholders of record as of the close of business on June 23, 2025 (the “Record Date”). Our 2024 Annual Report on Form 10-K is available on our website atwww.inland-investments.com/inpoint. The words “InPoint Commercial Real Estate Income,” “we,” “our,” “us,” and “our company” refer to InPoint Commercial Real Estate Income, Inc., together with its consolidated subsidiaries, including InPoint REIT Operating Partnership, LP (the “Operating Partnership”), a Delaware limited partnership of which we are the general partner, unless the context requires otherwise. The term “Advisor” refers to Inland InPoint Advisor, LLC, our advisor. The Advisor is a wholly owned indirect subsidiary of Inland Real Estate Investment Corporation (“IREIC”), a member of The Inland Real Estate Group of Companies, Inc. (“Inland”).