InPoint Commercial Real Estate Income, Inc.
For the period ended Sep 16, 2026. Filed Jun 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 16, 2026 · Filed Jun 24, 2026
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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.)
Filed by the Registrant☒ Filed by a Party other than the Registrant☐
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 under §240.14a-12
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
June 24, 2026
Dear Stockholders:
You are cordially invited to attend the 2026 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 2:00 p.m., Central Time, on Wednesday, September 16, 2026. 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, 2026; 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 2026.
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 16, 2026:Our Proxy Statement, proxy card and 2025 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 2026 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 2026 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 2:00 p.m., Central Time, on Wednesday, September 16, 2026. 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, 2026; 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 22, 2026, 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, 2026. 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 24, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| Where and when will the Annual Meeting be held? | 1 |
| What is this document and why have I received it? | 1 |
| What am I voting on? | 1 |
| What is the required vote for approval of each proposal? | 2 |
| How does the Board of Directors recommend that I vote? | 2 |
| Who can vote? | 2 |
| How do I vote if I am a registered stockholder? | 2 |
| How do I vote if I hold my shares in “street name”? | 3 |
| How can I authorize a proxy to vote over the Internet or by telephone? | 3 |
| What if I return my proxy but do not mark it to show how I am voting? | 3 |
| What if other matters come up at the Annual Meeting? | 3 |
| Can I change my vote or revoke my proxy after I authorize my proxy? | 3 |
| How do I vote my shares in person at the Annual Meeting? | 4 |
| Do I need a ticket to be admitted to the Annual Meeting? | 4 |
| Do I also need to present identification to be admitted to the Annual Meeting? | 4 |
| What constitutes a quorum? | 4 |
| What is a broker non-vote? | 4 |
| Who will count the votes? | 5 |
| Where can I find the voting results of the Annual Meeting? | 5 |
| How can I get additional copies of this Proxy Statement or other information filed with the SEC relating to this solicitation? | 5 |
| Where can I get more information about InPoint Commercial Real Estate Income? | 5 |
| How is this solicitation being made? | 5 |
| Will my vote make a difference? | 5 |
| PROPOSAL 1 — ELECTION OF DIRECTORS | 6 |
| Nominees for Election as Directors | 6 |
| The Board of Directors | 8 |
| Corporate Governance | 13 |
| Executive Officers | 14 |
| COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS | 16 |
| Compensation of Executive Officers | 16 |
| Compensation of Directors | 16 |
| Cash Compensation | 16 |
| Stock Compensation | 16 |
| Compensation Committee Interlocks and Insider Participation | 17 |
| Securities Authorized for Issuance under Equity Compensation Plans | 17 |
| Security Ownership of Certain Beneficial Owners and Management | 18 |
| TRANSACTIONS WITH RELATED PERSONS AND CERTAIN CONTROL PERSONS | 19 |
| Our Relationship with the Advisor and Sub-Advisor | 19 |
| Advisory Agreement | 19 |
| Expense Limitation Agreement | 20 |
| Dealer Manager Agreement | 21 |
| Revolving Credit Liquidity Letter Agreements | 21 |
| Fees and Expenses Paid and Payable | 22 |
| Ownership Interest | 23 |
| Indemnification Agreements with Directors and Officers | 23 |
| Conflicts of Interest | 23 |
| Certain Conflict Resolution Measures | 26 |
| PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 28 |
| Audit and Non-Audit Fees | 28 |
| Audit Committee Pre-Approval Policies and Procedures | 28 |
i
| AUDIT COMMITTEE REPORT | 30 |
|---|---|
| OTHER MATTERS | 31 |
| STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING | 31 |
| HOUSEHOLDING OF PROXY MATERIALS | 31 |
ii
PROXY STATEMENT FOR
2026 Annual Meeting OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 16, 2026
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 2026 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, 2026 to stockholders of record as of the close of business on June 22, 2026 (the “Record Date”). Our 2025 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”).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.