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InPoint Commercial Real Estate Income, Inc.

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 7, 2025

ICR-PA$19.59+0.1%Stored close · as of Nov 6, 2026

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Notes to Consolidated Financial Statements (Unaudited)

Note 1 – Orga nization and Business Operations

InPoint Commercial Real Estate Income, Inc. (the “Company”) was incorporated in Maryland on September 13, 2016 to originate, acquire and manage a diversified portfolio of commercial real estate (“CRE”) investments primarily comprised of CRE debt, including (i) primarily floating-rate first mortgage loans and (ii) subordinate mortgage and mezzanine loans. The Company may also invest in participations in loans secured by CRE, floating-rate CRE securities, such as commercial mortgage-backed securities (“CMBS”), senior unsecured debt of publicly traded real estate investment trusts (“REITs”), and select equity investments in single-tenant, net leased properties. Substantially all of the Company’s business is conducted through InPoint REIT Operating Partnership, LP (the “Operating Partnership”), a Delaware limited partnership. The Company is the sole general partner and directly or indirectly holds all of the limited partner interests in the Operating Partnership. The Company has elected to be taxed as a REIT for U.S. federal income tax purposes.

The Company is externally managed by Inland InPoint Advisor, LLC (the “Advisor”), a Delaware limited liability company formed in August 2016 that is a wholly owned indirect subsidiary of Inland Real Estate Investment Corporation (“IREIC”), a member of The Inland Real Estate Group of Companies, Inc. The Advisor is responsible for coordinating the management of the day-to-day operations and originating, acquiring and managing the Company’s CRE investment portfolio, subject to the supervision of the Company’s board of directors (the “Board”). The Advisor performs its duties and responsibilities as the Company’s fiduciary pursuant to an amended and restated advisory agreement dated July 1, 2021 among the Company, the Advisor and the Operating Partnership (the “Advisory Agreement”).

The Advisor has delegated certain of its duties to SPCRE InPoint Advisors, LLC (the “Sub-Advisor”), a Delaware limited liability company formed in September 2016 that is a wholly owned subsidiary of Sound Point CRE Management, LP, pursuant to a second amended and restated sub-advisory agreement between the Advisor and the Sub-Advisor dated July 1, 2021. Among other duties, the Sub-Advisor has the authority to identify, negotiate, acquire and originate the Company’s investments and provide portfolio management, disposition, property management and leasing services to the Company. Notwithstanding such delegation to the Sub-Advisor, the Advisor retains ultimate responsibility for the performance of all the matters entrusted to it under the Advisory Agreement, including those duties which the Advisor has not delegated to the Sub-Advisor, such as (i) valuation of the Company’s assets and calculation of the Company’s net asset value (“NAV”); (ii) management of the Company’s day-to-day operations; (iii) preparation of stockholder reports and communications and arrangement of the Company’s annual stockholder meetings; and (iv) monitoring the Company’s ongoing compliance with the REIT qualification requirements for U.S. federal income tax purposes.

On October 25, 2016, the Company commenced a private offering (the “Private Offering”) of up to $500,000 in shares of Class P common stock (“Class P Shares”). The Company issued 10,258,094 Class P Shares in the Private Offering, resulting in gross proceeds of $276,681 and terminated the Private Offering on June 28, 2019.

On March 22, 2019, the Company filed a registration statement on Form S-11 (File No. 333-230465) (the “2019 Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register up to $2,350,000 in shares of common stock (the “IPO”), and on May 3, 2019, the Company commenced the IPO. The IPO terminated upon the commencement of the Second Public Offering (described below).

On September 22, 2021, the Company completed an underwritten public offering of 3,500,000 shares of its 6.75% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), with a liquidation preference of $25.00 per share (the “Preferred Stock Offering”). In addition, on October 15, 2021, Raymond James & Associates, Inc., as a representative of the underwriters, partially exercised their over-allotment option to purchase an additional 100,000 shares of Series A Preferred Stock. The Series A Preferred Stock were issued and sold pursuant to an effective registration statement on Form S-11 (File No. 333-258802) filed with the SEC. The Company received net proceeds in the Preferred Stock Offering of $86,310, after underwriter’s discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for an equivalent number of Series A units in the Operating Partnership (with economic terms that mirror those of the Series A Preferred Stock). For more information on the Preferred Stock Offering, see “Note 6 – Stockholders’ Equity.”

On April 28, 2022, the Company filed a registration statement on Form S-11 (File No. 333-264540) (the “2022 Registration Statement”) with the SEC to register up to $2,200,000 in shares of common stock, which was declared effective by the SEC on November 2, 2022 (the “Second Public Offering” and collectively with the IPO, the “Public Offerings”).

In light of the pace of fundraising in the Second Public Offering and the amount of monthly redemption requests pursuant to the share repurchase plan (the “SRP”), which were in excess of such fundraising, on January 30, 2023, the Board suspended the SRP. In connection with such suspension, the Board also suspended the primary portion of the Second Public Offering (the “Primary Offering”) and the distribution reinvestment plan (the “DRP”), effective as of February 10, 2023. The Primary Offering terminated on November 1, 2025. The SRP and the DRP each remains suspended unless and until such time as the Board approves their resumption.

Please refer to “Note 14 – Subsequent Events” for updates to the Company’s business after September 30, 2025.

Note 2 – Summary of Significant Accounting Policies

Disclosures discussing all significant accounting policies are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 14, 2025 (the “Annual Report”), under the heading “Note 2 – Summary of Significant Accounting Policies.” See below for discussion of changes to the Company’s significant accounting policies for the nine months ended September 30, 2025.

Basis of Accounting

The accompanying consolidated financial statements and related footnotes have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and require management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reported periods. Actual results could differ from such estimates.

In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include funds on deposit with financial institutions, including demand deposits with financial institutions with original maturities of three months or less. The account balance may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage limits and, as a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage limits. The Company believes that the risk will not be significant, as the Company does not anticipate the financial institutions’ non-performance.

Restricted cash represents cash the Company is required to hold in a segregated account as additional collateral on real estate securities repurchase agreements and cash required to be set aside by lenders for real estate taxes, insurance, capital expenditures and tenant improvements on the Company’s real estate owned (“REO”).

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Company’s consolidated balance sheets to such amounts shown on the Company’s consolidated statements of cash flows:

September 30,
20252024
Cash and cash equivalents$70,878$58,821
Restricted cash2,988—
Total cash, cash equivalents, and restricted cash$73,866$58,821

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that were required annually. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280. ASU 2023-07 became effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption was permitted. The Company has adopted

ASU 2023-07 and updated its disclosures pertaining to having a single reportable segment. See Note 9 – “Segment Reporting” for further information. The adoption did not have any impact on the Company’s financial position, results of operations, or cash flows.

Accounting Pronouncements Recently Issued but Not Yet Effective

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 improves the transparency of income tax disclosures related to rate reconciliation and income taxes. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The amendments should be applied prospectively, however retrospective application is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on the Company’s 2025 annual consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Additionally, in January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date, which revised the effective date of ASU 2024-03 for interim periods. ASU 2024-03 requires disclosures in the notes to the financial statements on specified information about certain costs and expenses that are included on the face of the income statement for each interim and annual reporting period. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2024-03 on the Company’s consolidated financial statements.

Note 3 – Commercial Mortgage Loans Held for Investment

The following tables show a summary of the Company’s commercial mortgage loans held for investment as of September 30, 2025 and December 31, 2024:

Loan Type (1)Numberof LoansPrincipalBalanceUnamortized (fees)/costs, netAllowance for credit lossesCarryingValueWeighted Average Interest Rate (2)Weighted Average Years to Maturity (3)
First mortgage loans16$369,577$1,092$(5,012)$365,6577.5%0.4
Credit loans212,880—(3,150)9,7309.2%2.2
Total and average18$382,457$1,092$(8,162)$375,3877.5%0.5

December 31, 2024

Loan Type (1)Numberof LoansPrincipalBalanceUnamortized (fees)/costs, netAllowance for credit lossesCarryingValueWeighted Average Interest Rate (2)Weighted Average Years to Maturity (3)
First mortgage loans23$549,303$388$(9,898)$539,7937.7%0.6
Credit loans213,380—(4,000)9,3809.2%1.9
Total and average25$562,683$388$(13,898)$549,1737.7%0.6

(1)

First mortgage loans are first position mortgage loans and credit loans are mezzanine and subordinated loans.

(2)

Weighted average interest rate is based on the loan spreads plus the applicable indices as of the last interest reset date, which is typically the 15th of each month. On September 15, 2025, the one-month term USD Secured Overnight Financing Rate (“SOFR”) rate reset to 4.15%. On December 15, 2024, the SOFR rate reset to 4.40%. Weighted average interest rate excludes maturity default interest and interest on loans placed on nonaccrual status.

(3)

Weighted average years to maturity excludes allowable extensions on the loans.

For thenine months ended September 30, 2025, the activity in the Company’s commercial mortgage loans, held-for-investment portfolio was as follows:

Commercial mortgage loans at costAllowance for credit lossesCarrying Value
Balance at Beginning of Year$563,071$(13,898)$549,173
Loan originations/advances2,043—2,043
Principal repayments(72,967)—(72,967)
Sale of loan (1)(47,476)—(47,476)
Amortization of loan origination and deferred exit fees849—849
Deferred interest capitalized on real estate loan631—631
Origination fees and extension fees received on commercial loans(776)—(776)
Transfer on foreclosure to real estate owned (2)(61,826)—(61,826)
Reversal of credit losses—3,3573,357
Charge-offs (2)—2,3792,379
Balance at End of Period$383,549$(8,162)$375,387

(1)

Relates to the sale of a loan that was placed on nonaccrual status as of July 15, 2025. The Company completed the sale of the loan in September 2025 and recognized a loss on sale of $8,413 on the loan, which is included within net realized (loss) gain on disposition of commercial loans in the accompanying consolidated statements of operations.

(2)

Relates to the acquisition oftwo properties secured by senior loans. See Note 13 – “Real Estate Owned” for additional information.

Allowance for Credit Losses

The following table presents the activity in the Company’s allowance for credit losses for thenine months ended September 30, 2025:

Commercial Mortgage LoansUnfunded Loan Commitments (1)Total
Balance at beginning of period$(13,898)$(96)$(13,994)
Reversal of credit losses3,357473,404
Charge-offs (2)2,379—2,379
Ending allowance for credit losses$(8,162)$(49)$(8,211)

(1)

The reserve for expected credit losses related to unfunded loan commitments is recorded in “accrued expenses and other liabilities” on the consolidated balance sheets.

(2)

Relates to the acquisition oftwo properties secured by senior loans. See Note 13 – “Real Estate Owned” for additional information.

The following table presents the activity in the Company’s allowance for credit losses for the nine months ended September 30, 2024:

Commercial Mortgage LoansUnfunded Loan Commitments (1)Total
Balance at beginning of period$(21,849)$(289)$(22,138)
(Provision for) reversal of credit losses(3,055)150(2,905)
Charge-offs (2)855—855
Ending allowance for credit losses$(24,049)$(139)$(24,188)

(1)

The reserve for expected credit losses related to unfunded loan commitments is recorded in “accrued expenses and other liabilities” on the consolidated balance sheets.

(2)

Relates to the acquisition oftwo properties secured by a senior loan in July 2024. See Note 13 - “Real Estate Owned” for additional information.

As of September 30, 2025, the Company had a total current expected credit loss (“CECL”) reserve of$8,211, which included an asset-specific component of$4,358 related to two loans. During the nine months ended September 30, 2025, the Company decreased the CECL reserve by $5,783, which includes $2,379 charge-offs related to two loans. This CECL reserve reflects certain loans assessed for impairment in the Company’s portfolio as well as reserves determined based on an analysis of macroeconomic conditions. See“Asset-Specific CECL Reserve” section below for further discussion on the loans with asset-specific CECL reserve.

As of September 30, 2024, the Company had a total CECL reserve of $24,188, which included an asset-specific component of $16,754 related tofive loans. During the nine months ended September 30, 2024, the Company increased the CECL reserve by $2,905 and reduced the CECL reserve by $855 with the charge-off of one loan. This CECL reserve reflects certain loans assessed for impairment in the Company’s portfolio as well as reserves determined based on an analysis of macroeconomic conditions.

Credit Characteristics

As part of the Company’s process for monitoring the credit quality of its investments, it performs a quarterly asset review of the investment portfolio and assigns risk ratings to each of its loans and certain securities it may own, such as CMBS. Risk factors include payment status, lien position, borrower financial resources and investment in collateral, collateral type, project economics and geographic location, as well as national and regional economic factors. To determine the likelihood of loss, the loans are rated on a 5-point scale as follows:

InvestmentGradeInvestment Grade Definition
1Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
2Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
3Performing investment requiring closer monitoring. Trends and risk factors show some deterioration. Collection of principal and interest is still expected.
4Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative.
5Underperforming investment with expected loss of interest and some principal.

All investments are assigned an initial risk rating of 2 at origination or acquisition.

As of September 30, 2025, six loans had a risk rating of 2, nine had a risk rating of 3, two had a risk rating of 4 andone had a risk rating of 5. As of December 31, 2024, thirteen loans had a risk rating of 2, six had a risk rating of 3, four had a risk rating of 4 andtwo had a risk rating of 5.

Asset-Specific CECL Reserve

The table below provides the components of the asset-specific CECL reserve as of September 30, 2025 and December 31, 2024:

Loan Type · Collateral Type · September 30, 2025 · December 31, 2024
SeniorMultifamily$—$212(1)
CreditOffice3,1504,000(2)
SeniorOffice1,208937(3)
SeniorOffice—1,080(4)
SeniorOffice—803(5)
SeniorIndustrial—187(6)
Total$4,358$7,219
____________

(1)

The loan is secured by a multifamily property in Arlington, TX with an outstanding balance of $24,331 andno unfunded commitment as of September 30, 2025, and a maturity date of December 9, 2025. During the quarter ended March 31, 2025, the Company observed an increase in the in-place net operating income and other macroeconomic improvements which resulted in animprovement in the estimated value of the property. As the estimated value exceeded the loan balance, the asset-specific CECL reserve was reversed. During the quarter ended September 30, 2025, the Company reviewed the property performance and estimated the property value, noting that the valuation exceeded the outstanding loan balance. As a result, no asset-specific CECL reserve was recorded for the loan as of September 30, 2025. The loan has a risk rating of 3 as of September 30, 2025.

(2)

The loan is secured by an office property in Las Vegas, NV with an outstanding balance of $5,380 andno unfunded commitment as of September 30, 2025. The Company has recorded an asset-specific CECL reserve of $3,150 for the loan as of September 30, 2025. On July 1, 2025, the Company entered into a forbearance and modification agreement with the borrower, which extended the maturity date of the loan to December 31, 2025. In addition, the Company agreed to accept$2,250 for the satisfaction of the loan balance plus all accrued and unpaid interest and lender fees. The borrower made a payment of $500 in July 2025 that was applied against the required amounts due. The loan has a risk rating of 5 as of September 30, 2025 and has been on nonaccrual status since July 1, 2024.

(3)

The loan was secured by an office property in Memphis, TN with an outstanding balance of $2,862 andno unfunded commitment as of September 30, 2025 and a maturity date of November 9, 2026. During the fourth quarter of 2024, the borrower sold a property included in the loan and paid down the principal balance of $5,072, and the Company extended the loan for one year. The Company has recorded an asset-specific CECL reserve of $1,208 as of September 30, 2025 as the estimated value of the property securing the loan was below the loan balance. The loan had a risk rating of 4 as of September 30, 2025. On October 28, 2025, the Company entered into a discounted payoff agreement with the borrower, pursuant to which the loan was settled for $1,678 in full satisfaction of all obligations under the loan.

(4)

The loan is secured by an office property in San Diego, CA with an outstanding balance of $13,626 and an unfunded commitment of $669 as of September 30, 2025, and a maturity date of May 9, 2026. During the quarter ended March 31, 2025, the Company observed an increase in the in-place net operating income and other macroeconomic improvements which resulted in an improvement in the estimated value of the property. As the estimated value exceeded the loan balance, the asset-specific CECL reserve was reversed. During the quarter ended September 30, 2025, the Company reviewed the property performance and estimated the property value, noting that the valuation exceeded the outstanding loan balance. As a result, no asset-specific CECL reserve was recorded for the loan as of September 30, 2025. The loan has a risk rating of 3 as of September 30, 2025.

(5)

The loan is secured by an office property in Honolulu, HI with an outstanding balance of $12,700 andno unfunded commitment as of September 30, 2025. The loan matured on April 9, 2023 and was accruing default interest. On March 18, 2025, the Company extended the loan maturity date to February 9, 2026 to allow the borrower to obtain long-term financing or other bridge financing. As part of the extension, the borrower made a principal reduction payment of $750 and paid other considerations. See“Loan Modifications” below for further information. During the quarter ended June 30, 2025, the Company observed an increase in the in-place net operating income and other macroeconomic improvements which resulted in an improvement in the estimated value of the property. As the estimated value exceeded the loan balance, the asset-specific CECL reserve was reversed. During the quarter ended September 30, 2025, the Company reviewed the property performance and estimated the property value, noting that the valuation exceeded the outstanding loan balance. As a result, no asset-specific CECL reserve was recorded for the loan as of September 30, 2025. The loan has a risk rating of 3 as of September 30, 2025.

(6)

The loan was secured by an industrial property in Mangonia Park, FL with an outstanding balance of $17,096 andno unfunded commitment as of June 30, 2025. The loan matured on April 9, 2025. During the quarter ended March 31, 2025, the Company observed an increase in the in-place net operating income and other macroeconomic improvements which resulted in an improvement in the estimated value of the property. As the estimated value exceeded the loan balance, the asset-specific CECL reserve was reversed. The loan was paid off in full including all outstanding accrued interest on July 8, 2025.

During the three and nine months ended September 30, 2025, the Company recognized $130 and $2,569, respectively, in interest income related to the nonaccrual status loans prior to such loans being placed on nonaccrual status. During the three and nine months ended September 30, 2024, the Company recognized $0 and $426, respectively, in interest income related to the nonaccrual status loans prior to such loans being placed on nonaccrual status. During the three and nine months ended September 30, 2025 and 2024, there wasno reversal of interest income as a result of placing the loans on nonaccrual status. For thethree and nine months ended September 30, 2025, the total interest income forgone on the loans on nonaccrual status was$882 and$2,538, respectively. For the three and nine months ended September 30, 2024, the total interest income forgone on the loans on nonaccrual status was$1,205 and$4,287, respectively.

Loan Modifications

The Company may amend or modify a loan based on its specific facts and circumstances. These modifications are often in the form of a term extension to provide the borrower additional time to refinance or sell the collateral property in order to repay the principal balance of the loan. Such extensions are generally made at the loan’s contractual interest rate and may require an extension fee be paid to the Company.

During the three months ended September 30, 2025, the Company made one such modification that is disclosable under ASU 2022-02, Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), as it was considered an other-than-insignificant payment delay for a borrower experiencing financial difficulty. In this instance, the Company entered into a forbearance and modification agreement with the borrower under a credit loan secured by an office property located in Las Vegas, NV, which extended the maturity date to December 31, 2025, as described above. In addition, the Company agreed to accept $2,250 for the satisfaction of the loan balance plus all accrued and unpaid interest and lender fees. The borrower made a payment of $500 in July 2025 that was applied against the required amounts due. The loan’s modified terms were included in the determination of the CECL reserve as of September 30, 2025. The loan had an amortized cost basis of $2,230, which is net of $3,150 of asset-specific CECL reserve on the loan, representing 0.6% of the Company’s commercial mortgage loans as of September 30, 2025. During the nine months ended September 30, 2025, the Company made two such modifications (one of which is described above) that are disclosable under ASU 2022-02, as those were considered other-than-insignificant payment delays for borrowers experiencing financial difficulty. In the other instance, the Company granted a term extension to February 9, 2026 for a senior loan secured by an office property located in Honolulu, HI described above. The modification provided for $750 in principal paydown and payments toward cash flow reserve deposit and modification fee of $600 and $50, respectively. The modification also provides for the accrued maturity default interest of $631 on the loan as of March 31, 2025 to be repaid as deferred commitment fee upon loan maturity. The loan’s modified terms were included in the determination of the CECL reserve. The loan had an amortized cost basis of $12,700, representing 3.4% of the Company’s commercial mortgage loans as of September 30, 2025.

During the three months ended September 30, 2024, the Company made no such modifications that are disclosable under ASU 2022-02. During the nine months ended September 30, 2024, the Company made one such modification that is disclosable under ASU 2022-02, as it was considered an other-than-insignificant payment delay for a borrower experiencing financial difficulty. In this instance, the Company granted a two-year term extension, which can be further extended by one year subject to certain terms and conditions, for a senior loan secured by an office property located in Charlotte, NC described above. The Company waived maturity default interest of $738 on the loan. No principal was forgiven as a result of the modification. The modification provides for payment-in-kind of any accrued interest that exceeds a per annum rate of 4%. The loan’s modified terms were included in the determination of the CECL reserve. The loan had an amortized cost basis of $22,897, representing 3.6% of the Company’s commercial mortgage loans as of September 30, 2024.

Note 4 – Repurchase Agreements, Credit Facility and Mortgage Loan Payable

Commercial Mortgage Loans

On February 15, 2018, the Company, through a wholly owned subsidiary, entered into a master repurchase agreement (the “Atlas Repo Facility”) with Column Financial, Inc. as administrative agent for certain of its affiliates. As the Company’s business grew, it extended the maturity date of the Atlas Repo Facility. The most recent extension was in November 2023 for a twelve-month term and the maximum advance amount was reduced to $100,000. On February 8, 2023, Column Financial, Inc. and affiliated parties sold and assigned their interest in the Atlas Repo Facility to Atlas Securitized Products Investments 2, L.P. (“Atlas”) with no changes to the terms of the Atlas Repo Facility. Advances under the Atlas Repo Facility accrued interest at a per annum annual rate equal to SOFR plus 2.50% to 3.00% with a 0.15% to 0.25% floor. The Company paid off the outstanding balance on the Atlas Repo Facility in May 2023. The Atlas Repo Facility matured on November 8, 2024 and the Company chose not to extend the facility.

On May 6, 2019, the Company, through a wholly owned subsidiary, entered into an uncommitted master repurchase agreement (the “JPM Repo Facility”) with JPMorgan Chase Bank, National Association (“JPM”). The JPM Repo Facility provides up to $150,000 in advances that the Company expects to use to finance the acquisition or origination of eligible loans and participation interests therein. Advances made prior to December 2021 under the JPM Repo Facility accrue interest at per annum rates equal to the sum of (i) the applicable one-month USD London Interbank Offered Rate (“LIBOR”) index rate plus (ii) a margin of between 1.75% to 2.50% with no floor, depending on the attributes of the purchased assets. Advances made subsequent to December 2021 under the JPM Repo Facility accrue interest at per annum rates equal to the sum of SOFR plus an agreed upon margin. As of September 30, 2025, all of the advances made under the JPM Repo Facility were indexed to SOFR and have margins between 1.85% and 2.85% with a floor between 0.00% to

2.00%. In May 2022, the maturity date of the JPM Repo Facility was extended to May 6, 2023. On May 5, 2023, the Company entered into an amendment that extended the maturity date to May 6, 2026, with the option to extend the maturity date further to May 6, 2028 subject totwo optional one-year extensions. The amendment also increased the maximum facility amount to $526,076. The Company used the increased capacity to pay off the balance on the Atlas Repo Facility. The JPM Repo Facility is subject to certain financial covenants. The Company was in compliance with all financial covenant requirements as of September 30, 2025 and December 31, 2024.

On March 10, 2021, the Company, through a wholly owned subsidiary, entered into a loan and security agreement and a promissory note (collectively, the “WA Credit Facility”) with Western Alliance Bank (“Western Alliance”). The WA Credit Facility provided for loan advances up to the lesser of $75,000 or the borrowing base. The borrowing base consisted of eligible assets pledged to and accepted by Western Alliance in its discretion up to the lower of (i)60% to 70% of loan-to-unpaid balance or (ii)45% to 50% of the loan-to-appraised value (depending on the property type underlying the asset, for both (i) and (ii)). Assets that would otherwise be eligible became ineligible after being pledged as part of the borrowing base for 36 months. Advances under the WA Credit Facility accrued interest at an annual rate equal to one-month LIBOR plus 3.25% with a floor of 0.75%. The initial maturity date of the WA Credit Facility was March 10, 2023. On March 9, 2023, the Company extended the maturity date of the WA Credit Facility to March 10, 2025, modified that loan advances are up to the lesser of $40,000 or the borrowing base, and changed the index rate from LIBOR to SOFR. In addition, the spread increased to 3.50% and the floor to 2.50%. The Company had an option to convert the loan made pursuant to the WA Credit Facility upon its initial maturity to a term loan with the same interest rate and floor and a maturity oftwo years in exchange for, among other things, a conversion fee of 0.25% of the outstanding amount at the time of conversion. The WA Credit Facility required maintenance of an average unrestricted aggregate deposit account balance with Western Alliance of not less than $3,750, until the calendar quarter ended on June 30, 2023 and not less than $5,000 commencing with the calendar quarter ended on September 30, 2023. Failure to meet the minimum deposit balance resulted in, among other things, the interest rate of the WA Credit Facility increasing by 0.50% per annum for each quarter in which the compensating balances were not maintained. The Company paid off the outstanding balance on the WA Credit Facility in May 2024. The Company decided the WA Credit Facility was no longer necessary and chose not to renew it when it matured on March 10, 2025.

The JPM Repo Facility, Atlas Repo Facility (prior to its maturity) and WA Credit Facility (prior to its maturity) (collectively, the “Facilities”) have been, and continue to be (in the case of the JPM Repo Facility), used to finance eligible loans and each act in the manner of a revolving credit facility that can be repaid as the Company’s assets are paid off and re-drawn as advances against new assets.

The details of the Facilities as of September 30, 2025 and December 31, 2024 are as follows:

September 30, 2025Weighted Average
Committed FinancingAmountOutstanding (1)AccruedInterestPayableCollateralPledgedInterestRateDays toMaturity
JPM Repo Facility$526,076$242,270$576$340,3886.58%949
Total Repurchase Facilities — commercial mortgage loans$526,076$242,270$576$340,3886.58%949
December 31, 2024Weighted Average
Committed FinancingAmountOutstanding (1)AccruedInterestPayableCollateralPledgedInterestRateDays toMaturity
JPM Repo Facility$526,076$360,677$958$496,2876.79%1,222
Total Repurchase Facilities — commercial mortgage loans526,076360,677958496,2876.79%1,222
WA Credit Facility40,000————69
$566,076$360,677$958$496,2876.79%1,222

(1)

Excluding$0 of unamortized debt issuance costs as of September 30, 2025 and December 31, 2024.

Mortgage Loan Payable

On September 30, 2025, the Company entered into a mortgage loan agreement with Ladder Capital Finance LLC for an aggregate principal amount of $24,500. The mortgage loan is collateralized by the Company’s multifamily REO asset located in Kansas City, MO. As of September 30, 2025, the Company had $24,500 outstanding under the mortgage loan. The mortgage loan bears interest at a rate equal to the greater of (a) SOFR plus 2.95% or (b) a floor rate of 6.20% per annum. The mortgage loan requires interest-only payments until the maturity date, at which point the outstanding principal and interest are due. The maturity date of the mortgage loan is October 6, 2027, and the Company has the option to extend the maturity date for up to three additional one-year periods, subject to the payment of an extension fee, certain costs and expenses and certain other conditions. The mortgage loan contains customary default provisions including failure to pay amounts when due.

Debt issuance costs for the mortgage loan are amortized as a component of interest expense. These costs are reported as a direct deduction to the Company’s outstanding mortgage loan payable. As of September 30, 2025, the carrying value of the mortgage loan payable was $23,804.

Note 5 – Loan Participations Sold, Net

On November 15, 2021, the Company sold a non-recourse senior participation interest innine first mortgage loans to a third party. Under the loan participation agreement, in the event of default by the underlying mortgagor, any amounts paid are first allocated to the third party before any amounts are allocated to the Company’s subordinate interest. The Company, as the directing participant in the loan participation agreement, is entitled to exercise, without the consent of the third party, each of the consent approval and control rights under the applicable underlying mortgage loan documents with a few exceptions. The Company requires the third party’s approval for any modification or amendment to the loan, a bankruptcy plan for an underlying mortgagor where the third party would incur an out-of-pocket loss, or any transfer of the underlying mortgaged property if the Company’s approval is required by the underlying mortgage documents. The Company remains the directing participant unless certain conditions are met related to losses on the property or if the mortgagor is an affiliate of the Company. In the former case, the Company may post cash or short-term U.S. government securities as collateral to retain the rights of the directing participant.

The third party, as the senior participation interest holder, receives interest and principal payments from the borrower until they receive the amounts to which they are entitled. All expenses or losses on the underlying mortgages are allocated first to the Company and then to the third party. If the underlying mortgage is in default, the Company will have the option to purchase the third party’s participation interest and remove it from the loan participation agreement.

The financing or transfer of a portion of a loan by the non-recourse sale of a senior interest in the loan through a participation agreement generally does not qualify as a sale under GAAP. Therefore, in this instance, the Company presents the whole loan as an asset and the loan participation sold as a liability on the consolidated balance sheet until the loan is repaid. The obligation to pay principal and interest on these liabilities is generally based on the performance of the related loan obligation. The gross presentation of loan participations sold does not impact stockholders’ equity or net income.

On July 2, 2025, the Company acquired legal title toan office property through a non-judicial foreclosure transaction. On July 2, 2024, the Company acquired legal title totwo office properties through non-judicial foreclosure transactions. Both the underlying loans were subject to loan participation agreements. Upon foreclosure, the Company is still subject to the participation payments to the third party. Such payments are based on the underlying properties’ net income before depreciation adjusted for any non-cash revenue. If the monthly payment exceeds the interest due under the participation agreement, the excess is paid to the third party and recorded as a reduction of accrued and unpaid interest first and then as a reduction of the principal. If the monthly payment is less than the interest due under the participation agreement, the shortfall is accrued as interest payable. During thethree and nine months ended September 30, 2025, the total monthly payments were $559 and $984, respectively, and the interest due under the participation agreements was $602 and $1,223, respectively. As a result, the shortfall of $43 and $239 during the three and nine months ended September 30, 2025, respectively, resulted in an increase in accrued but unpaid interest. The participation payments have been included within interest expense in the accompanying consolidated statements of operations. As of September 30, 2025 and December 31, 2024, the Company had $1,405 and $764, respectively, in accrued but unpaid interest on these properties.

The following tables detail the Company’s loan participations sold as of September 30, 2025 and December 31, 2024:

Loan Participations SoldCountPrincipal BalanceBook ValueYield/Cost (1)Guarantee (2)Weighted Average Maximum Maturity (4)
Total Loans1$12,700$12,715SOFR+1.8%n/a0.36
Senior participations (3) (5)3$47,141$47,141SOFR+2.0%n/a0.36
Loan Participations SoldCountPrincipal BalanceBook ValueYield/Cost (1)Guarantee (2)Weighted Average Maximum Maturity (4)
Total Loans2$36,528$29,294SOFR+3.6%n/a0.77
Senior participations (3) (5)3$48,524$48,524SOFR+2.0%n/a0.77
____________

(1)

The yield/cost is the present value of all future principal and interest payments on the loan or participation interest and does not include any origination fees or deferred commitment fees. The yield/cost excludes maturity default interest and interest on loans placed on nonaccrual status.

(2)

As of September 30, 2025 and December 31, 2024, the loan participations sold were non-recourse to the Company.

(3)

During the nine months ended September 30, 2025 and 2024, the Company recorded$2,252 and $2,673, respectively, ofinterest expense related to loan participations sold.

(4)

Based on the furthest maximum maturity date of all the loans subject to the participation agreement.

(5)

Includes participation interest related to the foreclosed properties described above.

Note 6 – Stockholders’ Equity

Preferred Stock Offering

On September 22, 2021, the Company issued and sold 3,500,000 shares of the Series A Preferred Stock at a public offering price of $25.00 per share. In addition, on October 15, 2021, Raymond James & Associates, Inc., as representative of the underwriters, partially exercised their over-allotment option to purchase an additional 100,000 shares of Series A Preferred Stock. The Series A Preferred Stock were issued and sold pursuant to an effective registration statement on Form S-11 (File No. 333-258802) filed with the SEC. The Company received net proceeds of approximately $86,310, after underwriter’s discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for an equivalent number of Series A units in the Operating Partnership.

Dividends on the Series A Preferred Stock are cumulative and payable quarterly in arrears at a rate per annum equal to 6.75% per annum of the $25.00 liquidation preference (the “Initial Rate”). Subject to certain exceptions, upon a Downgrade Event (as such terms are defined in the Articles Supplementary designating the Series A Preferred Stock (the “Articles Supplementary”)) or where any shares of the Series A Preferred Stock remain outstanding after September 22, 2026, the Series A Preferred Stock will thereafter accrue cumulative cash dividends at a rate higher than the Initial Rate.

Subject to certain exceptions, upon the occurrence of a Change of Control, each holder of shares of Series A Preferred Stock will have the right to convert some or all of the Series A Preferred Stock held by such holder into a number of the Company’s shares of Class I common stock as provided for in the Articles Supplementary.

The Company may not redeem the Series A Preferred Stock prior to September 22, 2026, except in limited circumstances relating to maintaining the Company’s qualification as a REIT and in connection with a Change of Control. On and after September 22, 2026, the Company may, at its option, redeem the Series A Preferred Stock, in whole or from time-to-time in part, at a price of $25.00 per share of Series A Preferred Stock plus an amount equal to accrued and unpaid dividends (whether or not declared), if any. The Series A Preferred Stock has no maturity date and will remain outstanding indefinitely unless redeemed by the Company or converted by the holder pursuant to its terms (as set forth in the Articles Supplementary).

On August 11, 2022, the Board authorized and approved a share repurchase program (the “Series A Preferred Repurchase Program”) pursuant to which the Company was permitted to repurchase up to the lesser of 1,000,000 shares or $15,000 of the outstanding shares of the Company’s Series A Preferred Stock through December 31, 2022. On November 10, 2022, the Board approved to extend the Series A Preferred Repurchase Program through December 31, 2023. Under the Series A Preferred Repurchase Program, repurchases of shares of the Company’s Series A Preferred Stock were to be made at management’s discretion from time to time through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws. On January 30, 2023, the Board approved the termination of the Series A Preferred Repurchase Program.

The Series A Preferred Stock is listed on the New York Stock Exchange under the symbol ICR PR A.

Share Activity for Common Stock and Preferred Stock

The following tables detail the change in the Company’s outstanding shares of all classes of common and preferred stock, including restricted common stock:

Preferred Stock · Common Stock
Nine months ended September 30, 2025Series AClass PClass AClass TClass SClass DClass I
Beginning balance3,544,5538,562,777745,881290,345—48,015470,980
Issuance of restricted shares——————1,871
Ending balance3,544,5538,562,777745,881290,345—48,015472,851
Preferred Stock · Common Stock
Nine months ended September 30, 2024Series AClass PClass AClass TClass SClass DClass I
Beginning balance3,544,5538,562,777745,887290,345—48,015469,168
Issuance of restricted shares——————1,812
Administrative correction——(6)————
Ending balance3,544,5538,562,777745,881290,345—48,015470,980

Distributions – Common Stock and Series A Preferred Stock

The table below presents the aggregate annualized and monthly distributions declared on common stock by record date for all classes of shares since January 1, 2024.

Record dateAggregate annualized gross distribution declared per shareAggregate monthly gross distribution declared per share
January 31, 2024$1.2500$0.1042
February 29, 2024$1.2500$0.1042
March 31, 2024$1.2500$0.1042
April 30, 2024$1.2500$0.1042
May 31, 2024$1.2500$0.1042
June 30, 2024$1.2500$0.1042
July 31, 2024$1.2500$0.1042
August 31, 2024$1.2500$0.1042
September 30, 2024$1.2500$0.1042
October 31, 2024$1.2500$0.1042
November 30, 2024$1.2500$0.1042
December 31, 2024$1.2500$0.1042
January 31, 2025$1.2500$0.1042
February 28, 2025$1.2500$0.1042
March 31, 2025$1.2500$0.1042
April 30, 2025$1.2500$0.1042
May 31, 2025$1.2500$0.1042
June 30, 2025$1.2500$0.1042
July 31, 2025$1.2500$0.1042
August 31, 2025$1.2500$0.1042
September 30, 2025$1.2500$0.1042

The gross distribution was reduced each month for Class D and Class T of the Company’s common stock for applicable class-specific stockholder servicing fees to arrive at a lower net distribution amount paid to those classes. For a description of the stockholder servicing fees applicable to Class D, Class S and Class T shares of the Company’s common stock, please see “Note 10 – Transactions with Related Parties” below. Since the IPO and through September 30, 2025, the Company had not issued any shares of Class S common stock.

The following table shows the monthly net distribution per share for shares of Class D and Class T common stock since January 1, 2024.

Record dateMonthly net distribution declared per share of Class D common stockMonthly net distribution declared per share of Class T common stock
January 31, 2024$0.1006$0.0919
February 29, 2024$0.1008$0.0927
March 31, 2024$0.1006$0.0920
April 30, 2024$0.1007$0.0925
May 31, 2024$0.1006$0.0921
June 30, 2024$0.1008$0.0925
July 31, 2024$0.1006$0.0921
August 31, 2024$0.1007$0.0922
September 30, 2024$0.1008$0.0926
October 31, 2024$0.1007$0.0922
November 30, 2024$0.1008$0.0926
December 31, 2024$0.1007$0.0922
January 31, 2025$0.1007$0.0923
February 28, 2025$0.1010$0.0934
March 31, 2025$0.1007$0.0923
April 30, 2025$0.1008$0.0928
May 31, 2025$0.1007$0.0925
June 30, 2025$0.1009$0.0929
July 31, 2025$0.1007$0.0924
August 31, 2025$0.1007$0.0924
September 30, 2025$0.1009$0.0929

Series A Preferred Stock dividends are paid quarterly in arrears based on an annualized distribution rate of 6.75% of the $25.00 per share liquidation preference, or $1.6875 per share per annum.

The tables below present the aggregate distributions declared per share for each applicable class of common stock and preferred stock during thenine months ended September 30, 2025 and 2024. The tables exclude distributions declared for any month for a class of shares of stock when there were no shares of that class outstanding on the applicable record date.

Preferred Stock · Common Stock
Nine months ended September 30, 2025Series AClass PClass AClass TClass SClass DClass I
Aggregate gross distributions declared per share$1.2656$0.9378$0.9378$0.9378$—$0.9378$0.9378
Stockholder servicing fee per shareN/AN/AN/A0.1039—0.0307N/A
Net distributions declared per share$1.2656$0.9378$0.9378$0.8339$—$0.9071$0.9378
Preferred Stock · Common Stock
Nine months ended September 30, 2024Series AClass PClass AClass TClass SClass DClass I
Aggregate gross distributions declared per share$1.2656$0.9378$0.9378$0.9378$—$0.9378$0.9378
Stockholder servicing fee per shareN/AN/AN/A0.1072—0.0316N/A
Net distributions declared per share$1.2656$0.9378$0.9378$0.8306$—$0.9062$0.9378

As of September 30, 2025 and December 31, 2024, distributions declared but not yet paid amounted to $1,052 and $1,051, respectively.

Note 7 – Net Income (Loss) Per Share Attributable to Common Stockholders

Basic earnings per share attributable to common stockholders (“EPS”) is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) attributable to common stockholders by the common shares plus common share equivalents. The Company’s common share equivalents are unvested restricted shares. The Company excludes antidilutive restricted shares from the calculation of weighted-average shares for diluted earnings per share. There were zero antidilutive restricted shares for thethree and nine months ended September 30, 2025. There were zero and 458 antidilutive restricted shares for thethree and nine months ended September 30, 2024, respectively. For further information about the Company’s restricted shares, see “Note 11 – Equity-Based Compensation.”

The following table is a summary of the basic and diluted net income (loss) per share attributable to common stockholders computation for thethree and nine months ended September 30, 2025 and 2024:

Three months ended September 30,Nine months ended September 30,
2025202420252024
Net (loss) income attributable to common stockholders$(9,136)$(880)$(5,106)$4,518
Weighted average shares outstanding, basic10,118,26210,116,56110,118,08710,116,315
Dilutive effect of restricted stock———1,376
Weighted average shares outstanding, diluted10,118,26210,116,56110,118,08710,117,691
Net (loss) income attributable to common stockholders per share, basic and diluted$(0.90)$(0.09)$(0.50)$0.45

Note 8 – Commitments and Contingencies

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. The Company has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Company at this time.

The Company has made a commitment to advance additional funds under certain of its CRE loans if the borrower meets certain conditions. As of September 30, 2025, the Company had 8 such loans with a total remaining future funding commitment of $5,969. As of December 31, 2024, the Company had 14 such loans with a total remaining future funding commitment of $10,615. The Company could advance future funds at its discretion if requested by the borrower and the borrower meets certain requirements as specified in individual loan agreements.

Note 9 – Segment Reporting

The Company operates asone reportable segment, as defined by GAAP, which originates and acquires mortgage loans and related assets for thenine months ended September 30, 2025 and 2024. The segment derives its income primarily from interest from its portfolio of commercial mortgage loans secured by real estate and related assets. The accounting policies of the segment are the same as those described in the summary of significant accounting policies for the Company. The chief operating decision maker (“CODM”) assesses performance for the segment and decides how to allocate resources based on net interest income and net income (loss) which are reported on the accompanying consolidated statements of operations as net interest income and net income (loss), respectively. All the significant segment expenses that are provided to the CODM are reported in the accompanying consolidated statements of operations. The measure of segment assets is reported on the balance sheet as total assets. The Company’s CODM is its Chief Executive Officer.

Note 10 – Transactions with Related Parties

As of September 30, 2025, the Advisor had invested $1,000 in the Company through the purchase of 40,040 Class P shares. The purchase price per Class P share for the Advisor’s investment was equal to $25.00. The Advisor has agreed that, for so long as it or its affiliate is serving as the Company’s advisor, (i) it will not sell or transfer at least 8,000 of the Class P shares that it has purchased, accounting for $200 of its investment, to an unaffiliated third party and (ii) repurchase requests made for these Class P shares will only be accepted (a) on the last business day of a calendar quarter, (b) after all repurchase requests from all other stockholders for such quarter have been accepted and (c) to the extent that such repurchases do not cause total repurchases in the quarter in which they are being repurchased to exceed that quarter’s repurchase cap.

As of September 30, 2025, Sound Point Capital Management, LP (“Sound Point”), an affiliate of the Sub-Advisor, had invested $3,000 in the Company through the purchase of 120,000 Class P shares. The purchase price per Class P share for the Sub-Advisor’s investment was $25.00. Sound Point has agreed that, for so long as the Sub-Advisor or its affiliate is serving as the Company’s sub-advisor, repurchase requests made for these Class P shares will only be accepted (a) on the last business day of a calendar quarter, (b) after all repurchase requests from all other stockholders for such quarter have been accepted and (c) to the extent that such repurchases do not cause total repurchases in the quarter in which they are being repurchased to exceed that quarter’s repurchase cap.

The following table summarizes the Company’s related party transactions for thethree and nine months ended September 30, 2025 and 2024 and the amount due to related parties as of September 30, 2025 and December 31, 2024:

Three months endedSeptember 30, · Nine months endedSeptember 30, · Payable as of September 30, · Payable as ofDecember 31,
202520242025202420252024
Organization and offering expense reimbursement (1)$—$—$—$2$—$—
Advisory fee (2)7807972,3532,401256265
Loan fees(3)10916282100493734
Accrued stockholder servicing fee (4)————388408
Total$889$813$2,635$2,503$1,137$1,407

(1)

The Company reimburses the Advisor, the Sub-Advisor and their respective affiliates for costs and other expenses related to the Public Offerings, provided the Advisor has agreed to reimburse the Company to the extent that the organization and offering expenses related to the Public Offerings that the Company incurs exceeds 15% of its gross proceeds from the Public Offerings. Pursuant to the Sub-Advisory Agreement, the Sub-Advisor is responsible for reimbursing the Advisor for a proportionate share of certain of these costs. As of September 30, 2025, the total reimbursement of offering costs from the Advisor was $1,023, of which $555 remains receivable. This receivable is reported on the accompanying consolidated balance sheet as due from related parties.

(2)

The Advisor is entitled to receive an advisory fee comprised of two separate components: (a) a fixed component payable monthly and (b) a performance component payable annually. The fixed component of the advisory fee is paid in an amount equal to 1/12 th of 1.25% of the Company’s average NAV for each month, paid monthly in arrears. The performance component of the advisory fee is calculated and paid annually, such that for any year in which the Company’s total return per share exceeds 7% per annum, the Advisor will receive 20% of the excess total return allocable to shares of the Company’s common stock; provided that in no event will the performance fee exceed 15% of the aggregate total return allocable to shares of the Company’s common stock for such year. In addition, if the NAV per share decreases below $25 for any class of shares during the measurement period, any subsequent increase in NAV per share to $25 (or such other adjusted number) will not be included in the calculation of the performance component with respect to that class. The Advisor pays fees to the Sub-Advisor for the services it delegates to the Sub-Advisor or may direct the Company to pay a portion of the fees otherwise payable to the Advisor directly to the Sub-Advisor.

(3)

The Company pays the Advisor all new loan origination and administrative fees related to CRE loans held for investment, to the extent that such fees are paid by the borrower. Pursuant to the Sub-Advisory Agreement, the Advisor generally will reallow a portion of loan fees and all administrative fees to the Sub-Advisor.

(4)

Subject to the Financial Industry Regulatory Authority, Inc. limitations on underwriting compensation, the Company pays Inland Securities Corporation (the “Dealer Manager”) selling commissions over time as stockholder servicing fees for ongoing services rendered to stockholders by participating broker-dealers or broker-dealers servicing stockholders’ accounts as follows: (a) for Class T shares only,0.85% per annum of the NAV of the Class T shares; (b) for Class S shares only,0.85% per annum of the aggregate NAV for the Class S shares; and (c) for Class D shares only,0.25% per annum of the aggregate NAV for the Class D shares. The Company will cease paying the stockholder servicing fee with respect to any Class T share, Class S share or Class D share held in a stockholder’s account upon the occurrence of certain events. The Company accrued the full cost of the stockholder servicing fee as an offering cost at the time the Company sold Class T, Class S, and Class D shares in the Public Offerings. The Dealer Manager does not retain any of these fees, all of which are retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers.

Expense Limitation Agreement

Pursuant to an expense limitation agreement (the “Expense Limitation Agreement”) dated July 1, 2021, the Advisor and Sub-Advisor agree towaive reimbursement of or pay, on a quarterly basis, certain of the Company’s ordinary operating expenses for each class of shares to the extent necessary to ensure that the ordinary operating expenses do not exceed 1.5% of the average monthly net assets on an annualized basis (the “1.5% Expense Limit”). Amounts waived or paid by the Advisor or Sub-Advisor pursuant to the Expense Limitation Agreement are subject to conditional repayment on a quarterly basis by the Company during thethree years following the quarter in which the expenses were incurred, but only to the extent such repayment does not cause the Company to exceed its then-current expenses limitation, if any, for such quarter. Any waiver or reimbursement by the Advisor or Sub-Advisor not repaid by the Company within thethree-year period will be deemed permanently waived and not subject to repayment under the Expense Limitation Agreement. During thenine months ended September 30, 2025, the amount of ordinary operating expenses either submitted for reimbursement by the Advisor and Sub-Advisor or incurred by the Company directly that was subject to the Expense Limitation Agreement did not exceed the 1.5% Expense Limit.

Separately from the limitation on ordinary operating expenses under the Expense Limitation Agreement, the Advisor and Sub-Advisor voluntarily chose not to seek reimbursement for certain expenses that they incurred or paid on behalf of the Company during the nine months ended September 30, 2025, and for which they may have been entitled to be reimbursed. The Advisory Agreement and Sub-Advisory Agreement provide that expenses will be submitted monthly to the Company for reimbursement, and the amount of expenses submitted for reimbursement in any particular month is not necessarily indicative of the total amount of expenses actually incurred by the Advisor and Sub-Advisor in providing services to the Company and for which reimbursement could have been received by the Advisor and Sub-Advisor.

Revolving Credit Liquidity Letter Agreements

IREIC, the Company’s sponsor, and Sound Point have agreed under separate letter agreements dated July 20, 2021, and July 15, 2021, respectively, to make revolving credit loans to the Company in an aggregate principal amount outstanding at any one time not to exceed $5,000 and $15,000, respectively (the “IREIC-Sound Point Commitments”) from time to time until the Termination Date (defined below) of the letter agreements. These letter agreements are identical to each other in all material respects other than the commitment amounts. Use of the IREIC-Sound Point Commitments is limited to satisfying requirements to maintain cash or cash equivalents under the Company’s repurchase and other borrowing arrangements. The “Termination Date” is the earliest of (i) the Maturity Date (defined below) (ii) the first date on which the Company’s balance sheet equity is equal to or greater than $500,000, (iii) the date IREIC or one of its affiliates is no longer the Company’s advisor or Sound Point or one of its affiliates is no longer the Company’s sub-advisor and (iv) such earlier date on which the commitment will terminate as provided in the letter agreements, for example, because of an event of default. The “Maturity Date” is one year from the date of the agreement, and the Maturity Date will be automatically extended every year for an additional year, unless (a) the lender delivers notice of termination 60 days prior to an anniversary of the letter agreements or (b) an Event of Default (defined below) has occurred and is continuing. Each revolving loan will bear interest at 6.00% per annum. Interest is payable in arrears when principal is paid or repaid and on the Termination Date. Each of the following constitutes an “Event of Default” under the letter agreements: (y) the Company fails to perform or observe any covenant or condition to be performed or observed under the letter agreement (including the obligation to repay a loan in full on the Termination Date) and such failure is not remedied within three business days of its receipt of notice thereof; or (z) the Company becomes insolvent or the subject of any bankruptcy proceeding.

Note 11 – Equity-Based Compensation

With each stock grant, the Company awards each of itsthree independent directors an equal number of restricted shares. The table below summarizes total stock grants as of September 30, 2025 with a vesting date after January 1, 2024.

Grant DateClass of common stock grantedTotal number of shares grantedGrant Date Fair Value Per ShareTotal Fair Value of GrantProportion of total shares that vest annuallyVesting Date Year 1Vesting Date Year 2Vesting Date Year 3
October 14, 2021Class I1,477$20.31$301/310/14/202210/14/202310/14/2024
October 3, 2022Class I1,534$19.55$301/310/3/202310/3/202410/3/2025
September 29, 2023Class I1,722$17.42$301/39/29/20249/29/20259/29/2026
September 12, 2024Class I1,812$16.56$301/39/12/20259/12/20269/12/2027
September 18, 2025Class I1,871$16.03$301/39/18/20269/18/20279/18/2028

Under the Company’s Independent Director Restricted Share Plan (the “RSP”), restricted shares generally vest over athree-year vesting period from the date of the grant, subject to the specific terms of the grant. Restricted shares are included in common stock outstanding on the grant date. The grant-date value of the restricted shares is amortized over the vesting period representing the requisite service period. Compensation expense associated with the restricted shares issued to the independent directors was $8 and $23, in the aggregate, for the three and nine months ended September 30, 2025, respectively. Compensation expense associated with the restricted shares issued to the independent directors was $8 and $23, in the aggregate, for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025, the Company had $60 of unrecognized compensation expense related to the unvested restricted shares, in the aggregate. The weighted average remaining period that compensation expense related to unvested restricted shares will be recognized is 1.4 years. The total fair value at the vesting date for restricted shares that vested during the nine months ended September 30, 2025 and 2024 was $19 and $9, respectively.

A summary table of the status of the restricted shares granted under the RSP is presented below:

Restricted SharesWeighted Average Grant Date Fair Value Per Share
Outstanding at December 31, 20243,471$17.29
Granted1,87116.03
Vested(1,178)16.98
Converted——
Forfeited——
Outstanding at September 30, 20254,164$16.81

Note 12 – Fair Value of Financial Instruments

GAAP requires the disclosure of fair value information about financial instruments, whether or not they are recognized at fair value in the consolidated balance sheets, for which it is practicable to estimate that value. The following table details the carrying amount and estimated fair value of the Company’s financial instruments at the dates below:

September 30, 2025December 31, 2024
CarryingAmountEstimated FairValueCarryingAmountEstimated FairValue
Financial assets
Cash, cash equivalents and restricted cash$73,866$73,866$64,549$64,549
Commercial mortgage loans, net375,387375,387549,173549,173
Total$449,253$449,253$613,722$613,722
Financial liabilities
Repurchase agreements — commercial mortgage loans$242,270$242,270$360,677$360,677
Loan participations — sold47,14147,14148,52448,524
Mortgage loan payable, net23,80423,804——
Total$313,215$313,215$409,201$409,201

The following describes the Company’s methods for estimating the fair value for financial instruments:

The estimated fair values of restricted cash, cash and cash equivalents were based on the bank balance and was a Level 1 fair value measurement.

The estimated fair value of commercial mortgage loans, net is a Level 3 fair value measurement. The majority of the loans are floating rate and as such the interest rates on such loans reflect the current interest rate spreads. Additionally, since the loans have a short duration to maturity (0.5 years), are not delinquent or impaired (except forone loan impaired as of September 30, 2025 and December 31, 2024, for which an asset-specific CECL reserve has been recorded) and are expected to return to par, the Advisor determined the amortized cost, less allowance for credit losses, is the best estimate of fair value for all loans. The allowance for credit losses includes the analytical portion as well as the asset-specific component of the CECL reserve.

For the impaired loan as of September 30, 2025, which was also impaired as of December 31, 2024, the CECL reserve was recorded based on the expected proceeds from the loan. This loan is therefore measured at fair value on a nonrecurring basis using significant unobservable inputs and is classified as a Level 3 asset in the fair value hierarchy. As of September 30, 2025 and December 31, 2024, the significant unobservable input used to estimate the fair value of this loan is the expected loss based on a possible repayment amount that the Company has negotiated with the borrower.

The estimated fair values of repurchase agreements – commercial mortgage loans and loan participations sold are Level 3 fair value measurements based on expected present value techniques. This method discounts future estimated cash flows using rates the Company determined best reflect current market interest rates that would be offered for repurchase agreements and loan participations sold with similar characteristics and credit quality. The carrying value of these instruments approximates fair value as the fair value of these instruments is not materially sensitive to shifts in market interest rates because of the floating interest rates on these instruments.

The estimated fair value of the mortgage loan payable, net is a Level 3 fair value measurement. The loan was recorded at transaction proceeds, which is considered to be the best initial estimate of fair value.

Note 13 – Real Estate Owned

2025 Acquisitions

During the nine months ended September 30, 2025, the Company acquiredone multifamily property located in Kansas City, MO andone office property located in Charlotte, NC, through non-judicial foreclosure transactions. The properties previously collateralized two senior loans. The acquisitions were accounted for as asset acquisitions under applicable GAAP guidance. The properties were recorded on the Company’s consolidated balance sheet based on the estimated fair value at acquisition. The Company’s fair market value estimate was determined based on appraisals performed by independent third-party appraisers.

The following table shows additional information about the acquisitions, including the fair value of the assumed assets and liabilities on the acquisition dates:

Kansas City, MOCharlotte, NC
Acquisition dateMay 1, 2025July 2, 2025
Number of properties11
Property typeMultifamilyOffice
Amortized cost basis of loan as of acquisition date$38,933$22,892
CECL reserve as of acquisition date$68$2,311
Loan risk rating as of acquisition date55
CECL reserve charge-off upon acquisition$68$2,311
Land$1,778$6,620
Building and improvements35,12310,733
Furniture, fixtures and equipment1,185—
Acquired in-place lease value7732,866
Acquired above-market lease value—231
Acquired below-market lease value—(325)
Total$38,859$20,125

The Company recognized a net gain of $531 upon the foreclosure transactions, which represents total assets received, net of liabilities assumed, less carrying value of loans adjusted for interest, extension fee and CECL reserve. The net gain is reported on the accompanying consolidated statements of operations within net realized (loss) gain on disposition of commercial loans.

On July 14, 2025, the Company entered into a contract for sale of the Kansas City property for a purchase price of $40,100 and received $780 earnest money in escrow from the buyer on July 18, 2025. The buyer subsequently determined not to proceed with the transaction, resulting in termination of the contract and return of the earnest money to the buyer.

2024 Acquisitions

During the year ended December 31, 2024, the Company acquired legal title totwo office properties, one located in Addison, TX, and the other located in Irving, TX, andone multifamily property located in Portland, OR through non-judicial foreclosure transactions. The properties previously collateralized two senior loans. The acquisitions were accounted for as asset acquisitions under applicable GAAP guidance, and the Company intends to hold these properties as real estate held for use with the intent to eventually sell when the market improves. The properties were recorded on the Company’s consolidated balance sheet based on the estimated fair value at acquisition. The Company’s fair market value estimate was determined based on appraisals performed by independent third-party appraisers.

The following table shows additional information about the acquisitions, including the fair value of the assumed assets and liabilities on the acquisition dates:

Addison and Irving, TXPortland, OR
Acquisition dateJuly 2, 2024October 23, 2024
Number of properties21
Property typeOfficeMultifamily
Amortized cost basis of loan as of acquisition date$24,411$29,476
CECL reserve as of acquisition date$281$9,884
Loan risk rating as of acquisition date55
CECL reserve charge-off upon acquisition$855$9,577
Land$3,858$1,975
Building and improvements17,07116,989
Furniture, fixtures and equipment—343
Acquired in-place lease value3,526285
Acquired above-market lease value31—
Acquired below-market lease value(451)—
Total$24,035$19,592

Real Estate Owned

The following table presents the REO assets as of September 30, 2025 and December 31, 2024:

September 30, 2025December 31, 2024
Land$14,231$5,833
Building and improvements80,06534,122
Furniture, fixtures and equipment1,667343
Accumulated depreciation(2,549)(665)
Real estate owned, net$93,414$39,633

During the three and nine months ended September 30, 2025 the Company incurred$864 and $1,884 of depreciation expense, respectively. During both the three and nine months ended September 30, 2024 the Company incurred $282 of depreciation expense.

Acquired Intangible Assets and Liabilities

The following table summarizes the Company’s identified intangible assets and liabilities as of September 30, 2025 and December 31, 2024:

September 30, 2025December 31, 2024
Intangible assets:
Acquired in-place lease value$7,450$3,811
Acquired above-market lease value26231
Accumulated amortization(3,056)(873)
Acquired lease intangible assets, net$4,656$2,969
Intangible liabilities:
Acquired below-market lease value$776$451
Accumulated amortization(137)(47)
Acquired lease intangible liabilities, net$639$404

As of September 30, 2025, the remaining weighted-average amortization period for the acquired in-place lease intangibles of the properties acquired during the nine months ended September 30, 2025 was 4.1 years.

Amortization pertaining to acquired in-place lease value, above-market lease value and below-market lease value is summarized below:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
Amortization recorded as amortization expense:
Acquired in-place lease value$960$374$2,149$374
Amortization recorded as a (reduction) increase to rental income:
Acquired above-market leases$(23)$(5)$(34)$(5)
Acquired below-market leases42249024
Net rental income increase$19$19$56$19

Estimated amortization of the respective intangible lease assets and liabilities as of September 30, 2025 for each of the five succeeding years and thereafter is as follows:

In-PlaceLeases · Above-Market Leases · Below-MarketLeases
2025 (remainder of year)$526$20$41
20261,30673160
20271,05861153
202870934123
2029373988
Thereafter4662174
Total$4,438$218$639

Rental Revenue as a Lessor

The table below presents the future minimum lease payments to be received under non-cancelable operating leases, excluding tenant reimbursements of expenses, and assuming no expiring leases are renewed, as of September 30, 2025. Leases for the multifamily properties are generally 12 months or less and are therefore excluded from the table below.

Lease Payments
2025 (remainder of year)$1,122
20264,203
20273,701
20282,854
20291,963
Thereafter3,109
Total$16,952

Note 14 – Subsequent Events

The Company has evaluated subsequent events through November 7, 2025, the date the consolidated financial statements were issued, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements except for the following transactions:

Common Stock Distributions

On October 30, 2025, the Company announced that the Board authorized distributions to stockholders of record as of October 31, 2025, payable on or about November 18, 2025 for each class of its common stock in the amount per share set forth below:

Common Stock
Class PClass AClass TClass SClass DClass I
Aggregate gross distributions declared per share$0.1042$0.1042$0.1042$—$0.1042$0.1042
Stockholder servicing fee per shareN/AN/A0.0112—0.0033N/A
Net distributions declared per share$0.1042$0.1042$0.0930$—0.1009$0.1042
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.