8-K

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): April 15, 2024

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
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N/A
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(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 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,” “we,” “our”) prepared a letter to its stockholders regarding the Company’s portfolio update. A copy of the letter to stockholders is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 disclosure, including Exhibit 99.1, 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, 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 8.01 Other Events.

Determination of March 31, 2024 NAV per Share

The Company calculates net asset value (“NAV”) per share in accordance with the valuation guidelines that have been approved by its board of directors (the “Board”). Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.inland-investments.com/inpoint. The “Net Asset Value Calculation and Valuation Guidelines” section of our prospectus for our public offering (SEC Registration No. 333-264540), as supplemented, contains details regarding how our NAV is determined. Inland InPoint Advisor, LLC, our Advisor, is ultimately responsible for determining our NAV. We have included a breakdown of the components of total net asset value attributable to common stock and NAV per share for March 31, 2024.

Our total net asset value attributable to all classes of our common stock in the aggregate is presented in the following table. As of March 31, 2024, we had not sold any Class S shares of common stock in our public offering. As previously announced, on January 30, 2023, our Board unanimously approved the suspension of the sale of shares in the primary portion of our public offering and through our amended and restated distribution reinvestment plan. The following table provides a breakdown of the major components of our total net asset value attributable to common stock as of March 31, 2024 ($ and shares in thousands, except per share data):

Components of NAV	March 31, 2024
Commercial mortgage loans	$	697,464
Cash and cash equivalents and restricted cash		60,396
Other assets		4,800
Repurchase agreements - commercial mortgage loans		(435,439	)
Credit facility payable		(9,498	)
Loan participations sold		(57,226	)
Due to related parties		(1,662	)
Distributions payable		(1,051	)
Interest payable		(1,720	)
Accrued stockholder servicing fees (1)		(212	)
Other liabilities		(494	)
Preferred stock		(86,870	)
Net asset value attributable to common stock	$	168,488
Number of outstanding shares		10,116
Aggregate NAV per share	$	16.6556

(1) Stockholder servicing fees only apply to Class T, Class S, and Class D shares. For purposes of NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under GAAP, we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class T, Class S, and Class D shares. As of March 31, 2024, we have accrued under GAAP $645 of stockholder servicing fees payable to Inland Securities Corporation (the “Dealer Manager”) related to the Class T and Class D shares sold. As of March 31, 2024, we have not sold any Class S shares and, therefore, we have not accrued any stockholder servicing fees payable to the Dealer Manager related to Class S shares. 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.

The following table provides our total NAV attributable to common stock and NAV for each class of common stock in each case as of March 31, 2024 ($ and shares in thousands, except per share data):

NAV Per Share	Class P		Class A		Class T		Class S		Class D		Class I		Total
Net asset value attributable to common stock	$	142,526	$	12,452	$	4,867	$	—	$	801	$	7,832	$	168,488
Number of outstanding shares		8,563		746		290		—		48		469		10,116
NAV per share as of March 31, 2024	$	16.6448	$	16.6938	$	16.7617	$	—	$	16.6885	$	16.6925	$	16.6556

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.	Description
99.1	Form of Letter to Stockholders
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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:	April 15, 2024	By:	/s/ Catherine L. Lynch
			Catherine L. Lynch<br>Chief Financial Officer

EX-99.1

Exhibit 99.1

April 15, 2024

Dear Fellow Stockholder:

InPoint Commercial Real Estate Income, Inc. (we or InPoint) declared a distribution in a gross amount equal to $0.1042 per share for stockholders of record as of March 31, 2024.1 This distribution, which will be paid on or about April 17, 2024, represents an approximate 7.43 percent annualized distribution rate based on InPoint’s aggregate net asset value (NAV) per share as of February 29, 20242.

Our team remains focused on safeguarding investor capital through prudent management of our portfolio of loans. As of December 31, 2023, we had 36 loans in our portfolio with an outstanding principal balance of approximately $743 million. Our credit process includes ongoing monitoring of property performance and borrower financial health. The majority of the loans in InPoint’s portfolio are performing as initially projected, with borrowers meeting their monthly debt service obligations.

Eight of InPoint’s loans paid off in full between January 1, 2023 and February 29, 2024, for a total of approximately $127 million. After repayment of related portfolio financing, we employ our disciplined approach to managing excess cash, ensuring adequate portfolio liquidity to address future funding commitments to our borrowers, which total $31 million as of December 31, 2023, and any line of credit borrowings that InPoint may be required to repay due to any future distressed loans.

It is noteworthy that our portfolio’s largest sector allocation, at 62 percent, is secured by multifamily properties. The multifamily sector normalized in 2023, with increasing cost of homeownership and strong demographics supporting demand. While the sector has performed well, as of December 31, 2023, InPoint has recorded a specific loan loss reserve of approximately $7 million on one loan secured by a multifamily property.

The office sector has been negatively impacted even more than other real estate sectors, primarily due to ongoing remote work trends3. InPoint’s portfolio as of December 31, 2023 had nine loans secured by office properties totaling $107 million, net of loan participations sold. InPoint has recorded a specific loan loss reserve of approximately $9 million on three of these loans. Our proactive measures, including approximately $16 million in specific loan loss reserves, demonstrate our commitment to prudently managing risk while maintaining the flexibility to pursue strategic alternatives.

As previously disclosed, InPoint’s Board engaged Robert A. Stanger & Co., Inc., an investment banking firm, to assist in evaluating strategic alternatives, including, but not limited to, status quo, merger, listing, or liquidation of InPoint’s assets. Management and the Board intend to continue to analyze various strategic alternatives as market conditions evolve.

Despite challenges posed by the rise in interest rates impacting property valuations and commercial real estate transaction volumes, we remain optimistic about the stability of InPoint’s assets. While market conditions may continue to be difficult for commercial real estate borrowers and lenders in the near future, we believe that the market is poised for improvement later in 2024. In the meantime, our focus is on retaining the liquidity that may be necessary to address any portfolio challenges, and continuing to assess our strategic options.

I look forward to keeping you apprised of updates related to our operational and strategic efforts. And, as always, we will continue to communicate with you through our regular public filings and as conditions warrant. If you have questions about anything discussed here or regarding your InPoint investment, please contact your financial professional or Inland Investor

Services at our new customer service phone line: 866-My-Inland (866-694-6526). Our hope is that this new phone line will improve your experience with us and streamline communication.

Sincerely,

InPoint Commercial Real Estate Income, Inc.

Mitchell Sabshon

Chief Executive Officer

1 See Form 8-K filed with the Securities and Exchange Commission on March 28, 2024 for a breakdown of the gross and net distributions by share class.

2 The distributions received by holders of Class D, Class S and Class T common stock will be less than the distribution amounts received by holders of Class I and other classes 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. See “Distributions” under the Management’s Discussion and Analysis section of our Annual Report on Form 10-K for additional detail regarding the amount of our distributions, including the amount of distributions relative to our cash flows from operating activities.

3 Green Street. U.S. Office Outlook. January 22, 2024.

https://acrobat.adobe.com/id/urn:aaid:sc:VA6C2:55627bb7-68a7-42fc-8f35-e7594e854850

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 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 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 cannot guarantee that it will make distributions. Past distributions have not been covered by InPoint’s earnings and have been and may again be funded from sources other than cash flows from operating activities. 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 other classes of our 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.

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