InPoint Commercial Real Estate Income, Inc.

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 (i) CRE debt, including (a) primarily floating-rate first mortgage loans and (b) subordinate mortgage and mezzanine loans, and (ii) floating-rate CRE securities, such as commercial mortgage-backed securities (“CMBS”). The Company may also invest in participations in loans secured by CRE, 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, a subsidiary of Sound Point Capital Management, LP (“Sound Point”), pursuant to a second amended and restated sub-advisory agreement between the Advisor and the Sub-Advisor dated July 1, 2021 (the “Sub-Advisory Agreement”). 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 May 3, 2019, the Company commenced its initial public offering (the “IPO”) of shares of Class A, Class T, Class S, Class D and Class I common stock pursuant to a registration statement on Form S-11 (File No. 333-230465). The IPO terminated upon the commencement of the Second Public Offering (described below). On November 2, 2022, the Company commenced its second public offering (the “Second Public Offering” and together with the IPO, the “Public Offerings”) of shares of Class A, Class T, Class S, Class D and Class I common stock pursuant to a registration statement on Form S-11 (File No. 333-264540). Inland Securities Corporation (the “Dealer Manager”) served as the Company’s dealer manager for the Public Offerings. On January 30, 2023, the Board unanimously approved the suspension of the sale of shares in the primary portion of the Second Public Offering, effective immediately, and the suspension of the sale of shares pursuant to the Company’s distribution reinvestment plan (“DRP”), effective as of February 10, 2023. The Board also suspended the Company’s share repurchase plan (the “SRP”) on January 30, 2023 in light of the pace of fundraising in the Second Public Offering and the amount of monthly redemption requests pursuant to the SRP, which were in excess of such fundraising. The Second Public Offering terminated on November 1, 2025. The Company issued 794,715 Class A shares,464,881 Class T shares,53,815 Class D shares and 489,069 Class I shares in the Public Offerings, resulting in gross proceeds of $44,914, including proceeds from the DRP. The SRP and the DRP remain suspended unless and until such time as the Board approves their resumption, and the Company no longer has any shares registered with the SEC in connection with the DRP.

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 pershare (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 Public Offerings and the Preferred Stock Offering, see “Note 7 – Stockholders’ Equity”.

Please refer to “Note 15 – Subsequent Events” for updates to the Company’s business after June 30, 2026.

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, 2025, as filed with the SEC on March 13, 2026 (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 six months ended June 30, 2026.

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:

Real Estate Securities at Fair Value

The Company’s real estate securities are comprised of CMBS and are accounted for in accordance with ASC Topic 320, Investments — Debt and Equity Securities (“ASC 320”). The Company has chosen to make a fair value option election pursuant to ASC Topic 825, Financial Instruments for its securities and, therefore, its real estate securities are recorded at fair value on the consolidated balance sheets. The periodic changes in fair value are recorded in current period earnings on the consolidated statements of operations as a component of net unrealized gain (loss) in value of real estate securities. These investments generally meet the requirements to be classified as available-for-sale under ASC 320, which requires the securities to be carried at fair value on the balance sheet with changes in fair value recorded to other comprehensive income on the Company’s consolidated statements of changes in stockholders’ equity. Electing the fair value option permits the Company to record changes in fair value of its investments in the consolidated statements of operations which, in management’s view, more appropriately reflects the results of operations for a particular reporting period.

The Company has made a policy election to exclude accrued interest from the amortized cost basis of CMBS and report accrued interest within accrued interest receivable on the consolidated balance sheets. Investment securities available-for-sale are placed on nonaccrual status when management no longer expects to receive all contractual amounts due, which is generally at 90 days past due. Accrued interest receivable is reversed against interest income when a security is placed on nonaccrual status. Accordingly, the Company does not recognize an allowance for credit loss against accrued interest receivable.

The Company records its transactions in securities on a trade date basis and recognizes realized gains and losses on securities transactions on an identified cost basis.

Fair Value Measurements

The Company estimates fair value using available market information and valuation methodologies it believes to be appropriate for these purposes. The Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820, Fair Value Measurements establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below:

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Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

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Level 2 - Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

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Level 3 - Unobservable inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The determination of where an asset or liability falls in the above hierarchy requires judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.

Real estate securities are valued utilizing both observable and unobservable market inputs. These factors include projected future cash flows, ratings, subordination levels, vintage, remaining lives, credit issues, recent trades of similar real estate securities and the spreads used in the prior valuation. The Company obtains current market spread information where available and uses this information in evaluating and validating the market price of all real estate securities. Depending upon the significance of the fair value inputs used in determining these fair values, these real estate securities are classified in either Level 2 or Level 3 of the fair value hierarchy.

The Company is required by GAAP to disclose fair value information about financial instruments that are not otherwise reported at fair value in its consolidated balance sheets, to the extent it is practicable to estimate a fair value for those instruments. These disclosure requirements exclude certain financial instruments and all non-financial instruments.

Accounting Pronouncements Recently Issued but Not Yet Effective

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, and 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, as clarified by ASU 2025-01, 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 and ASU 2025-01 on the Company’s consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim reporting guidance, defines applicability to entities presenting full GAAP interim financial statements, provides form and content requirements for condensed statements, and introduces a principle requiring disclosure of material events occurring after the prior annual period. ASU 2025-11 does not change existing disclosure requirements. ASU 2025-11 is effective for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-11 on the Company’s interim reporting.

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 June 30, 2026 and December 31, 2025:

December 31, 2025

(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 June 15, 2026, the one-month term USD Secured Overnight Financing Rate (“SOFR”) rate reset to 3.63%. On December 15, 2025, the SOFR rate reset to 3.75%. 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 thesix months ended June 30, 2026, the activity in the Company’s commercial mortgage loans, held-for-investment portfolio was as follows:

Allowance for Credit Losses

The following table presents the activity in the Company’s allowance for credit losses for thesix months ended June 30, 2026:

(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.

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

(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 of a property secured by a senior loan in May 2025. See Note 14 – “Real Estate Owned” for additional information.

As of June 30, 2026, the Company had a total current expected credit loss (“CECL”) reserve of$9,680, which included an asset-specific component of$1,505 related to one loan. During the six months ended June 30, 2026, the Company increased the CECL reserve by $5,728. The primary driver of the change was a $5,165 increase in the analytical portion of the CECL reserve astwo loans exceeded their maturity dates and had not been refinanced or paid off as of June 30, 2026. In addition, there was a $563 increase in the asset-specific CECL reserve primarily due to a $1,505 reserve recorded for a loan that was in foreclosure that had a decrease in the estimated collateral value as the net operating income declined, offset by the reduction in a reserve for one loan as the collateral value increased due to improved net operating income. See“Asset-Specific CECL Reserve” section below for further discussion on the loans with asset-specific CECL reserve.

As of June 30, 2025, the Company had a total CECL reserve of $11,414, which included an asset-specific component of $6,698 related tothree loans. During the six months ended June 30, 2025, the Company decreased the CECL reserve by $2,580, which includes $68 charge-off related toone loan.

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 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:

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

As of June 30, 2026, seven loans had a risk rating of 2, two had a risk rating of 3, three had a risk rating of 4 andtwo had a risk rating of 5. As of December 31, 2025, five loans had a risk rating of 2, eight had a risk rating of 3 andtwo had a risk rating of 4.

Asset-Specific CECL Reserve

The table below provides the components of the asset-specific CECL reserve as of June 30, 2026 and December 31, 2025:

(1)

The loan is secured by a multifamily property in Converse, TX with an outstanding balance of $24,946 andno unfunded commitment as of June 30, 2026. The loan matured on May 9, 2026. During the quarter ended June 30, 2026, the Company obtained an updated appraisal that exceeded the loan balance and the asset-specific CECL reserve of $3,615, which included additional asset-specific CECL reserve of $2,673 recorded during the three months ended March 31, 2026, was reversed. The loan has a risk rating of 4 as of June 30, 2026. The Company is negotiating an extension with the borrower that the Company expects to complete in the third quarter of 2026.

(2)

The loan is secured by an office property in Honolulu, HI with an outstanding balance of $12,700 andno unfunded commitment as of June 30, 2026. The loan matured on February 9, 2026 and was not repaid or extended. The Company sent the borrower a maturity default notice and began the foreclosure process. The Company has recorded an asset-specific CECL reserve of $1,505 for the loan as of June 30, 2026 as the estimated value of the property securing the loan was below the loan balance. The loan has a risk rating of 5 as of June 30, 2026.

There were no loans on nonaccrual status during the three and six months ended June 30, 2026. During the three and six months ended June 30, 2025, the Company recognized $0 and $767, respectively, in interest income related to the nonaccrual status loans prior to such loans being placed on nonaccrual status. During the three and six months ended June 30, 2025, there wasno reversal of interest income as a result of placing the loans on nonaccrual status. For thethree and six months ended June 30, 2025, the total interest income forgone on the loans on nonaccrual status was $1,084 and $1,656, 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 and six months ended June 30, 2026, the Company made no modification that is disclosable under ASU 2022-02, Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). During the three months ended June 30, 2025, the Company madeno modification that is disclosable under ASU 2022-02. During the six months ended June 30, 2025, 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 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 $11,195, which is net of $1,505 of asset-specific CECL reserve on the loan, representing 3.7% of the Company’s commercial mortgage loans as of June 30, 2026. The loan matured on February 9, 2026 and was not repaid or extended. The Company sent the borrower a maturity default notice and began the foreclosure process.

Note 4 – Real Estate Securities

The Company classified its real estate securities as available-for-sale. These investments are reported at fair value in the consolidated balance sheets with changes in fair value recorded in other income or loss in the consolidated statements of operations.

The table below shows the Company’s securities as of June 30, 2026:

As of June 30, 2026, the Company heldtwo CMBS with a total carrying value of $9,978 and a total net unrealized loss of $5, one of which was held in a gross unrealized loss position of $8. As of June 30, 2026, zero positions had an unrealized loss for a period greater than twelve months.

As of June 30, 2026, each of the CMBS were assigned an internal risk rating of 2.

Note 5 – Repurchase Agreements and Mortgage Loan Payable

Commercial Mortgage Loans

The Company has an uncommitted master repurchase agreement (the “JPM Repo Facility”) with JPMorgan Chase Bank, National Association with a maximum facility amount of $526,076 that the Company expects to use to finance the acquisition or origination of eligible loans and participation interests therein. Advances under the JPM Repo Facility accrue interest at per annum rates equal to the sum of SOFR plus an agreed upon margin. As of June 30, 2026, advances made under the JPM Repo Facility had margins between 1.80% to 2.50% with a SOFR floor between 0.00% to 3.00%. On May 5, 2026, the Company exercised its option to extend the maturity date to May 6, 2027. The Company has the option to extend the maturity date further to May 6, 2028. The JPM Repo Facility is subject to certain financial covenants. The Company was in compliance with all financial covenant requirements as of June 30, 2026 and December 31, 2025.

The JPM Repo Facility has been, and continues to be, used to finance eligible loans and 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 JPM Repo Facility as of June 30, 2026 and December 31, 2025 are as follows:

(1)

Excluding$0 of unamortized debt issuance costs as of June 30, 2026 and December 31, 2025.

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 June 30, 2026, 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 June 30, 2026, the carrying value of the mortgage loan payable was $24,065.

Note 6 – 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.

The following table details the payments made under the participation agreements for thethree and six months ended June 30, 2026 and 2025:

The participation payments have been included within interest expense in the accompanying consolidated statements of operations.

As of June 30, 2026 and December 31, 2025, the Company had $2,052 and $1,456, respectively, in accrued but unpaid interest on these properties.

The following tables detail the Company’s loan participations sold as of June 30, 2026 and December 31, 2025:

(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 June 30, 2026 and December 31, 2025, the loan participations sold were non-recourse to the Company.

(3)

During the six months ended June 30, 2026 and 2025, the Company recorded $1,545 and $1,478 ofinterest expense related to loan participations sold, respectively.

(4)

Based on the furthest maximum maturity date of all the loans subject to the participation agreement. The calculation is not applicable as of June 30, 2026 as the underlying loan is in maturity default.

(5)

Includes participation interest related to the foreclosed properties described above.

Note 7 – Stockholders’ Equity

Series A Preferred Stock

The Company issued 3,600,000 shares of Series A Preferred Stock in the Preferred Stock Offering.

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 term is 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 1.00% 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:

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, 2025.

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 11 – Transactions with Related Parties” below. Since the IPO and through June 30, 2026, 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, 2025.

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 thesix months ended June 30, 2026 and 2025. 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.

As of June 30, 2026 and December 31, 2025, distributions declared but not yet paid amounted to $1,052 and $1,051, respectively.

Note 8 – 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 both thethree and six months ended June 30, 2026. There were 908 and 691 antidilutive restricted shares for the three and six months ended June 30, 2025, respectively. For further information about the Company’s restricted shares, see “Note 12 – 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 six months ended June 30, 2026 and 2025:

Note 9 – 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 June 30, 2026, the Company hadthree such loans with a total remaining future funding commitment of $4,593. As of December 31, 2025, the Company hadfive such loans with a total remaining future funding commitment of $3,081. 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 10 – Segment Reporting

The Company operates asone reportable segment, as defined by GAAP, which originates and acquires mortgage loans and related assets for thesix months ended June 30, 2026 and 2025. 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 11 – Transactions with Related Parties

During the fourth quarter of 2016, the Advisor 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.

During the fourth quarter of 2016, Sound Point 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 six months ended June 30, 2026 and 2025 and the amount due to related parties as of June 30, 2026 and December 31, 2025:

(1)

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.

(2)

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.

(3)

Subject to the Financial Industry Regulatory Authority, Inc. limitations on underwriting compensation, the Company pays 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 thesix months ended June 30, 2026, 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 six months ended June 30, 2026, 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.

Reimbursement of Offering Costs

The Company was responsible for reimbursing the Advisor, the Sub-Advisor and their respective affiliates for costs and other expenses related to the Public Offerings; provided, however, the Advisor agreed to reimburse the Company to the extent that the organization and offering expenses related to the Public Offerings that the Company incurred exceeded 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. During the three and six months ended June 30, 2025, the total reimbursement of offering costs from the Advisor was $1,023.

Note 12 – 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 June 30, 2026 with a vesting date after January 1, 2025.

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 $7 and $15, in the aggregate, for the three and six months ended June 30, 2026, respectively. Compensation expense associated with the restricted shares issued to the independent directors was $7 and $15, in the aggregate, for thethree and six months ended June 30, 2025, respectively. As of June 30, 2026, the Company had $38 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 0.9 years. There wereno restricted shares that vested or were forfeited during thesix months ended June 30, 2026 and 2025.

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

Note 13 – Fair Value of Financial Instruments

The following table presents the Company’s financial instruments measured on a recurring basis and carried at fair value in the consolidated balance sheets by their level in the fair value hierarchy as of June 30, 2026:

As of June 30, 2026, the Company received third-party quotes on each real estate security used in determining the fair value, all of which have been classified as Level 2 due to the observable nature of all significant inputs.

The Company did not transfer any assets within fair value levels during the three and six months ended June 30, 2026.

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:

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 (0.6 years), are not delinquent or impaired 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.

•

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 Company estimated the fair value of the mortgage loan payable by discounting the future cash flows of the mortgage loan at weighted average rate currently offered for similar debt instruments.

Note 14 – Real Estate Owned

2026 Acquisitions

During the six months ended June 30, 2026, the Company didnot acquire any properties.

2025 Acquisitions

During the year ended December 31, 2025, the Company acquiredone multifamily property located in Kansas City, MO (the “Arbor Mist property”) andone office property located in Charlotte, NC (the “Parkview property”), 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:

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 following table presents the REO assets as of June 30, 2026 and December 31, 2025:

During the three months ended June 30, 2026 and 2025, the Company incurred $923 and $611, respectively, of depreciation expense. During the six months ended June 30, 2026 and 2025, the Company incurred$1,755 and $1,020, respectively, of depreciation expense.

On July 2, 2026, the Company entered into a purchase and sale agreement for the sale of the Parkview property for a purchase price of $16,800. The Company recorded an impairment charge of $2,481 on the property, which is reflected as impairment loss on real estate owned in the consolidated statements of operations during the three and six months ended June 30, 2026. The Company expects to complete the sale of the property in the fourth quarter of 2026.

Acquired Intangible Assets and Liabilities

The following table summarizes the Company’s identified intangible assets and liabilities as of June 30, 2026 and December 31, 2025:

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

Estimated amortization of the respective intangible lease assets and liabilities as of June 30, 2026 for each of the five succeeding years and thereafter is as follows:

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 June 30, 2026. Leases for the multifamily properties are generally 12 months or less and are therefore excluded from the table below.

Note 15 – Subsequent Events

The Company has evaluated subsequent events through August 12, 2026, 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 July 30, 2026, the Company announced that the Board authorized distributions to stockholders of record as of July 31, 2026, payable on or about August 18, 2026 for each class of its common stock in the amount per share set forth below:

On July 2, 2026, the Company entered into a purchase and sale agreement for the sale of the Parkview property for a purchase price of $16,800. The Company expects to classify the property as held for sale upon the earnest money deposit becoming nonrefundable. The Company expects to complete the sale of the property in the fourth quarter of 2026.

Loan Modification

On July 9, 2026, the Company granted a term extension to July 9, 2028 for a senior loan secured by a multifamily property located in Garland, TX. The modification provided for a change in the interest rate to a fixed rate of 4.0% per annum. The loan had an amortized cost basis of $18,688, which is net of $1,414 of CECL reserve on the loan, representing 6.1%of the Company’s commercial mortgage loans as of June 30, 2026.

Foreclosure

On August 4, 2026, the Company acquired, through a non-judicial foreclosure transaction, a multifamily property located in Duncanville, TX. The property previously collateralized a senior loan with an outstanding balance of $51,223 andno unfunded commitment as of June 30, 2026. The transaction was accounted for as an asset acquisition under applicable GAAP guidance.