8-K
InPoint Commercial Real Estate Income, Inc. (ICR-PA)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): October 24, 2025 |
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InPoint Commercial Real Estate Income, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Maryland | 001-40833 | 32-0506267 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 2901 Butterfield Road | ||
| Oak Brook, Illinois | 60523 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (800) 826-8228 | ||
| --- | ||
| N/A | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| 6.75% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share | ICR PR A | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “may,” “could,” “should,” “expect,” “intend,” “plan,” “goal,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “variables,” “potential,” “continue,” “expand,” “maintain,” “create,” “strategies,” “likely,” “will,” “would” and variations of these terms and similar expressions indicate forward-looking statements. These forward-looking statements reflect the intent, belief or current expectations of our management based on their knowledge and understanding of the business and industry, the economy and other future conditions. These statements are not factual or guarantees of future performance, and we caution stockholders not to place undue reliance on them. Actual results may differ materially from those expressed or forecasted in forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to risks related to blind pool offerings, best efforts offerings, use of short-term financing, borrower defaults, changing interest rates, and other risks detailed in the Risk Factors section in our most recent Annual Report on Form 10-K and in subsequent filings on Form 10-Q as filed with the Securities and Exchange Commission and made available on our website. Forward-looking statements reflect our management’s view only as of the date they are made and may ultimately prove to be incorrect. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results except as required by applicable law. We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
InPoint Commercial Real Estate Income, Inc. (the “Company”) prepared a letter to its stockholders regarding the Company’s portfolio. A copy of the letter to stockholders is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Furnished as Exhibit 99.2 to this Current Report is information regarding the status of the investment portfolio of the Company as of September 30, 2025, that is being posted to the Company’s website. The information contained in Exhibit 99.2 is incorporated into this Item 7.01 disclosure by reference.
The information in this Item 7.01 disclosure, including Exhibit 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.1 and 99.2, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits. | |
|---|---|
| Exhibit No. | Description |
| 99.1 | Form of Letter to Stockholders |
| 99.2 | Q3 2025 InPoint Portfolio Information |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INPOINT COMMERCIAL REAL ESTATE INCOME, INC. | |||
|---|---|---|---|
| Date: | October 24, 2025 | By: | /s/ Denise C. Kramer |
| Denise C. Kramer<br>Chief Executive Officer |
EX-99.1
Exhibit 99.1
October 24, 2025
Dear InPoint Stockholder:
As of the third quarter of 2025, InPoint Commercial Real Estate Income, Inc. (“InPoint” or the “Company”) continues to navigate a challenging economic and capital markets environment. In light of these dynamics and as part of our ongoing commitment to deliver attractive current income, InPoint has declared a distribution of $0.1042 per share for stockholders of record as of September 30, 2025. This distribution, paid on October 17, 2025, represents an annualized yield of 8.19%1.
Market Update
The commercial real estate (“CRE”) debt market has experienced increased activity with the Fed’s recent moves to lower interest rates. CRE investment volume increased by 13% year-over-year in the second quarter to $96 billion2. The CBRE Lending Momentum Index, which tracks loans originated or brokered by CBRE, increased 45% year-over-year.
If the Fed continues rate-cutting through the end of 2025, we may start to see more liquidity in the CRE debt market, with improved ability of borrowers to refinance and pay off existing loans in our portfolio, and enhancement of property values. While lower market rates could mean lower lending rates for newly-originated loans, we may also see a reduction in our borrowing costs, which could help maintain spreads in the portfolio. We continue to consider all of these market factors as we assess our options for the most efficient use of the cash on our balance sheet.
Portfolio Update
As of September 30, 2025, InPoint’s portfolio consisted of 18 loans with an aggregate outstanding principal balance of approximately $382 million. Our loan portfolio is diversified across both property type and geographic region. Multifamily loans accounted for 77% of the portfolio, office loans comprised 11%, mixed-use made up 8%, and industrial made up the remaining 4%. Regionally, 39% of the portfolio was located in the Southwest, another 32% in the Southeast, 15% in the West, and 14% in the Mid-Atlantic. In addition to our loan investments, we held five real estate owned assets, with a total fair market value of $105 million: two office properties in Dallas, TX, one office property in Charlotte, NC, one multifamily property in Portland, OR, and one multifamily property in Kansas City, MO.
Limited market activity in the commercial real estate sector and persistent headwinds have put continued stress on the portfolio. While certain asset classes such as multifamily have demonstrated resilience, the office sector continues to be challenged, and broader market conditions have impacted liquidity and valuation trends across the portfolio.
During ongoing loan extension discussions with the borrower on a loan scheduled to mature in August 2025, InPoint was notified of the borrower’s inability to contribute the necessary equity to finalize the extension under the proposed terms. This loan was secured by an office property in Houston, TX, and represented approximately 9% of the portfolio’s outstanding principal balance. After considering other potential courses of action and accounting for the fact that this was the largest office exposure in the portfolio and would require a substantial capital investment if we foreclosed on the property, InPoint sold this loan to continue to reinforce its liquidity position. The borrower purchased the loan at
1 Based on the Class P net asset value of $15.27 per share as of September 30, 2025. See disclosures below.
2 CBRE U.S. Capital Markets, Q2 2025
approximately 80% of the outstanding principal balance. This loan sale at a discount resulted in a direct reduction of $8.4 million in portfolio value in the month of September.
However, selling the loan also resulted in an increase in the portfolio cash balance of approximately $10 million, and the property, as well as the associated risks of the property, will not be included on InPoint’s balance sheet going forward. Further, selling this loan decreased the total office exposure in the portfolio from 25% down to 18%.
Our asset management team continues to focus on managing risk in the portfolio, conducting formal reviews on a quarterly basis. For loans identified as higher risk, the team actively engages with borrowers and evaluates available strategies to mitigate potential losses and protect portfolio value. Of the remaining loans in the portfolio, five have a risk rating of 4 or 5 as of our most recent quarterly review. These five loans have an outstanding principal balance of approximately $68 million and a specific loan loss reserve of $4.4 million.
Looking ahead, we continue our commitment to disciplined portfolio management, with near-term efforts centered on analyzing the impact of liquidating the real estate–owned assets. We remain focused on positioning the portfolio to attempt to pursue a future strategic transaction when capital market conditions allow, with the goal of potentially providing access to some level of liquidity.
If you have any questions about this update or your investment in InPoint, please contact your financial professional or Inland Investor Services at 866-MY-INLAND (866-694-6526).
Sincerely,
InPoint Commercial Real Estate Income, Inc.
Denise Kramer, CFA
Chief Executive Officer
Cautionary Note Regarding Forward-Looking Statements and Distributions
Certain statements in this letter constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “may,” “could,” “should,” “expect,” “intend,” “plan,” “goal,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “variables,” “potential,” “continue,” “expand,” “maintain,” “create,” “strategies,” “likely,” “will,” “would” and variations of these terms and similar expressions indicate forward-looking statements. These forward-looking statements reflect the intent, belief or current expectations of our management based on their knowledge and understanding of the business and industry, the economy and other future conditions. These statements are not factual or guarantees of future performance, and we caution stockholders not to place undue reliance on them. Actual results may differ materially from those expressed or forecasted in forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to risks related to blind pool offerings, best efforts offerings, use of short-term financing, borrower defaults, changing interest rates, and other risks detailed in the Risk Factors section in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2025, and subsequent quarterly reports on Form 10-Q and made available on our website. Forward-looking statements reflect our management’s view only as of the date of this letter and may ultimately prove to be incorrect. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results except as required by applicable law. We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the Exchange Act.
InPoint | Page 2
InPoint cannot guarantee that it will make distributions. The distributions received by holders of Class D, Class S and Class T common stock will be less than the gross distribution amounts received by holders of Class I and Class P shares of common stock because the amount of the distributions received by Class D, Class S and Class T holders are net of stockholder servicing fees applicable to these classes, respectively, and the annualized rate for these classes will be lower than for the other classes accordingly. Please see our website for the annualized distribution rate for each class of our common stock.
InPoint | Page 3
Portfolio Statistics As of September 30, 2025 18 Number of Loans 5 Number of Real Estate Owned (“REO”) Assets $382 million Outstanding Loan Principal Balance $105 million Fair Market Value of REO $487 million Total Portfolio Size $71 million Total Cash Balance Exhibit 99.2
Investments by Type Total Portfolio Size of $487 million Current Portfolio As of September 30, 2025
Current Loan Portfolio As of September 30, 2025 Investments by Sector Loan Portfolio Size of $382 million* * Does not include REO
Current Loan Portfolio As of September 30, 2025 Investments by Region Loan Portfolio Size of $382 million* * Does not include REO