InPoint Commercial Real Estate Income, Inc.

The following risk factors amend and supplement the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.

Our evaluation of strategic options may not result in a strategic transaction or other action, and any strategic transaction or other action that we pursue may not enhance stockholder value or provide liquidity to our common stockholders.

Our Board of Directors and management are evaluating a range of strategic options intended to maximize stockholder value and potentially provide our investors with access to some level of liquidity. We intend to engage an investment bank to assist us in evaluating the strategic alternatives available to us. There can be no assurance that the evaluation process will result in our pursuing or completing any particular transaction or other action, nor can there be any assurance as to the timing, structure, terms or completion of any such transaction or other action, if pursued.

The evaluation and pursuit of strategic alternatives may involve significant costs, divert management’s attention and other resources from our ongoing business, and expose us to additional risks and uncertainties. Market conditions, changes in interest rates, conditions in the commercial real estate and capital markets, the composition and performance of our portfolio, financing availability and other factors may adversely affect the alternatives available to us or the terms on which a transaction could be completed.

In addition, any strategic alternative we pursue may involve the sale or financing of a material portion of our assets, a merger or other business combination, changes to our capital structure, the issuance of additional debt or equity securities, the assumption or repayment of indebtedness, or other transactions that could materially change our business, investment portfolio, leverage, liquidity or risk profile. The value ultimately realized by our common stockholders in any such transaction may differ materially from our then-current NAV per share and could be less than the value of their investment.

If we do not complete a strategic transaction or other liquidity event, holders of our common stock may continue to have limited or no ability to dispose of their shares. Even if we complete a transaction intended to provide liquidity, there can be no assurance regarding the amount, timing or form of liquidity ultimately available to our stockholders or that the transaction will increase the value of their investment.

Foreclosures have increased, and may continue to increase, our direct ownership of real estate, exposing us to risks that differ from those associated with our commercial mortgage lending business.

We have acquired, and may continue to acquire, real property through foreclosure or other enforcement of remedies following borrower defaults. As our portfolio of real estate owned increases, a greater portion of our assets and operating results may become subject to risks inherent in owning and operating real estate rather than originating and holding commercial mortgage loans.

Properties that we acquire through foreclosure may require significant additional capital expenditures, leasing costs, tenant improvements or other investments and may generate less cash flow than anticipated. We also may incur property operating expenses, taxes, insurance and other carrying costs while attempting to stabilize or dispose of such properties. Market conditions could make it difficult to sell such properties promptly or at prices that equal or exceed our carrying value or our investment in the related loan prior to foreclosure.

Our ownership of foreclosed properties may therefore reduce our liquidity and the capital available for new loan originations, and could result in impairment charges or realized losses. In addition, managing an increased portfolio of directly owned real estate could require greater management resources and increase our exposure to the risks associated with owning and operating real property, including tenant, leasing, property-management and environmental risks.

We have reduced distributions on our common stock, and future distributions may be reduced further or suspended. The amount and source of distributions we may pay to our stockholders is uncertain, and we may be unable to generate sufficient cash flows from our operations to pay distributions to our stockholders.

Our ability to pay distributions to any of our stockholders may be adversely affected by a number of factors, including the risk factors described in our Annual Report on Form 10-K and this Quarterly Report on Form 10-Q. In September 2026, our Board reduced the annualized gross distribution rate on our common stock in order to more closely align distributions with portfolio earnings, preserve capital and enhance our financial flexibility. There can be no assurance that we will maintain the current distribution rate or that we will increase distributions in the future.

Our Board makes determinations regarding distributions based upon, among other factors, our financial performance, debt service obligations, debt covenants and capital expenditure requirements. Among the factors that could impair our ability to pay distributions to our stockholders are:

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our inability to realize attractive risk-adjusted returns on our investments;

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increases in interest rates on our borrowings;

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unanticipated expenses or reduced revenues that reduce our cash flow or non-cash earnings;

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defaults in our investment portfolio or decreases in the value of our investments;

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increases in the dividend rate on our Series A Preferred Stock, including the increases that became effective in September 2026 and any further increases pursuant to the terms of the Series A Preferred Stock, including, subject to certain exceptions, in connection with a Change of Control or Downgrade Event; and

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As a result, we may not be able to pay distributions to our stockholders at any given time in the future, and the level of any distributions we make to our common stockholders have decreased and may not be maintained over time.

The reduction in our distribution rate has reduced the return realized by our common stockholders. If our earnings, cash flows, liquidity, financing requirements, debt obligations, capital needs, portfolio performance or other circumstances adversely affect our available liquidity, our Board may further reduce or suspend distributions. Any further reduction or suspension of distributions could materially and adversely affect the return realized by our common stockholders.

Further, effective September 30, 2026, the dividend rate on our Series A Preferred Stock increased from 6.75% to 7.75% per annum of the $25.00 liquidation preference. In addition, as a result of a ratings downgrade in September 2026, the dividend rate increased by an additional 0.25%, resulting in a total dividend rate of 8.00% per annum. These increased dividend obligations increase the amount of cash required to pay dividends on our Series A Preferred Stock and may have a material adverse effect on our financial condition, liquidity and results of operations, including our ability to maintain our current distribution payment level to common stockholders, and our ability to pay distributions to our stockholders, if any.

We invest in CMBS and may invest in other CRE securities, including CRE CLOs and other subordinate securities, which are subject to certain heightened risks.

We invest in CMBS and may invest in a variety of CRE securities, including CRE CLOs and other subordinate securities, which may be subject to the first risk of loss if any losses are realized on the underlying mortgage loans. CMBS and CRE CLOs entitle the holders thereof to receive payments that depend primarily on the cash flow from a specified pool of commercial or multifamily mortgage loans. Consequently, CMBS, CRE CLOs and other CRE securities will be adversely affected by payment defaults, delinquencies and losses on the underlying mortgage loans, which increase during times of economic stress and uncertainty.

Additionally, CRE securities such as CMBS and CRE CLOs may be subject to particular risks, including lack of standardized terms and payment of all or substantially all of the principal only at maturity rather than regular amortization of principal. The value of CRE securities may change due to shifts in the market’s perception of issuers and regulatory or tax changes adversely affecting the CRE debt market as a whole. Additional risks may be presented by the type and use of a particular commercial property, as well as the general risks relating to the net operating income from and value of any commercial property. The exercise of remedies and successful realization of liquidation proceeds relating to CRE securities may be highly dependent upon the performance of the servicer or special servicer.

Expenses of enforcing the underlying mortgage loan (including litigation expenses) and expenses of protecting the properties securing the loan may be substantial. Consequently, in the event of a default or loss on one or more loans contained in a securitization, we may not recover a portion or all of our investment. Ratings for CRE securities can also adversely affect their value.