10-Q

INPOINT COMMERCIAL REAL ESTATE INCOME, INC.

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except per share amounts)


	March 31, 2026 (unaudited)			December 31, 2025
ASSETS
Cash and cash equivalents	$	79,970		$	76,557
Restricted cash		2,657			2,549
Commercial mortgage loans:
Commercial mortgage loans at cost		337,622			351,823
Allowance for credit losses		(8,818	)		(3,930	)
Commercial mortgage loans at cost, net		328,804			347,893
Real estate owned, net of depreciation		93,337			93,282
Acquired lease intangible assets, net		3,728			4,103
Deferred debt finance costs		109			438
Accrued interest receivable		1,244			1,219
Prepaid expenses and other assets		3,550			3,200
Total assets	$	513,399		$	529,241
LIABILITIES AND EQUITY
Liabilities:
Repurchase agreements	$	215,074		$	223,397
Loan participations sold, net		47,715			47,009
Mortgage loan payable, net		23,978			23,891
Acquired lease intangible liabilities, net		557			598
Due to related parties		1,514			1,221
Accrued interest payable		2,950			2,644
Distributions payable		1,052			1,051
Accrued expenses and other liabilities		3,095			3,182
Total liabilities		295,935			302,993

Commitments and contingencies (Note 8)

Stockholders’ Equity:
Preferred stock, $0.001 par value, 50,000,000 shares authorized:
6.75% Series A Cumulative Redeemable Preferred Stock, $0.001 par value, 4,025,000 shares authorized and 3,544,553 shares issued and outstanding as of March 31, 2026 and December 31, 2025		4			4
Class P common stock, $0.001 par value, 500,000,000 shares authorized, 8,562,777 shares issued and outstanding as of March 31, 2026 and December 31, 2025		9			9
Class A common stock, $0.001 par value, 500,000,000 shares authorized, 745,881 shares issued and outstanding as of March 31, 2026 and December 31, 2025		1			1
Class T common stock, $0.001 par value, 500,000,000 shares authorized, 290,345 shares issued and outstanding as of March 31, 2026 and December 31, 2025		—			—
Class S common stock, $0.001 par value, 500,000,000 shares authorized, 0 shares issued and outstanding as of as of March 31, 2026 and December 31, 2025		—			—
Class D common stock, $0.001 par value, 500,000,000 shares authorized, 48,015 shares issued and outstanding as of March 31, 2026 and December 31, 2025		—			—
Class I common stock, $0.001 par value, 500,000,000 shares authorized, 472,851 shares issued and outstanding as of March 31, 2026 and December 31, 2025		—			—
Additional paid in capital		341,362			341,354
Accumulated deficit		(123,912	)		(115,120	)
Total stockholders’ equity		217,464			226,248
Total liabilities and stockholders’ equity	$	513,399		$	529,241

The accompanying notes are an integral part of these consolidated financial statements.

INPOINT COMMERCIAL REAL ESTATE INCOME, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, dollar amounts in thousands, except per share amounts)


	Three months ended March 31,
	2026			2025
Income:
Interest income	$	6,993		$	11,059
Less: Interest expense		(4,548	)		(6,800	)
Net interest income		2,445			4,259
Revenue from real estate		2,726			1,528
Total income		5,171			5,787
Operating expenses:
Advisory fee		717			789
Amortization of debt finance costs		329			343
Directors compensation		20			19
Professional service fees		207			267
Real estate operating expenses		1,665			655
Depreciation and amortization		1,193			928
Other expenses		300			334
Total operating expenses		4,431			3,335
Other income (loss):
(Provision for) reversal of credit losses		(4,883	)		1,496
Total other (loss) income		(4,883	)		1,496
Net (loss) income		(4,143	)		3,948
Series A Preferred Stock dividends		(1,495	)		(1,495	)
Net (loss) income attributable to common stockholders	$	(5,638	)	$	2,453
Net (loss) income attributable to common stockholders per share basic and diluted	$	(0.56	)	$	0.24
Weighted average number of shares of common stock
Basic		10,119,869			10,117,998
Diluted		10,119,869			10,118,475

The accompanying notes are an integral part of these consolidated financial statements.

INPOINT COMMERCIAL REAL ESTATE INCOME, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited, dollar amounts in thousands)


For the Three Months Ended March 31, 2026	Par Value Preferred Stock		Par Value Common Stock
	Series A		Class P		Class A		Class T		Class S		Class D		Class I		Additional Paid in Capital		Accumulated Deficit			Total Stockholders’ Equity
Balance as of December 31, 2025	$	4	$	9	$	1	$	—	$	—	$	—	$	—	$	341,354	$	(115,120	)	$	226,248
Net loss		—		—		—		—		—		—		—		—		(4,143	)		(4,143	)
Common stock distributions declared		—		—		—		—		—		—		—		—		(3,154	)		(3,154	)
Preferred stock distributions declared		—		—		—		—		—		—		—		—		(1,495	)		(1,495	)
Equity-based compensation		—		—		—		—		—		—		—		8		—			8
Balance at March 31, 2026	$	4	$	9	$	1	$	—	$	—	$	—	$	—	$	341,362	$	(123,912	)	$	217,464


For the Three Months Ended March 31, 2025	Par Value Preferred Stock		Par Value Common Stock
	Series A		Class P		Class A		Class T		Class S		Class D		Class I		Additional Paid in Capital		Accumulated Deficit			Total Stockholders’ Equity
Balance as of December 31, 2024	$	4	$	9	$	1	$	—	$	—	$	—	$	—	$	339,524	$	(94,959	)	$	244,579
Net income		—		—		—		—		—		—		—		—		3,948			3,948
Common stock distributions declared		—		—		—		—		—		—		—		—		(3,153	)		(3,153	)
Preferred stock distributions declared		—		—		—		—		—		—		—		—		(1,495	)		(1,495	)
Equity-based compensation		—		—		—		—		—		—		—		8		—			8
Balance at March 31, 2025	$	4	$	9	$	1	$	—	$	—	$	—	$	—	$	339,532	$	(95,659	)	$	243,887

The accompanying notes are an integral part of these consolidated financial statements.

INPOINT COMMERCIAL REAL ESTATE INCOME, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, dollar amounts in thousands)


	Three months ended March 31,
	2026			2025
Cash flows from operating activities
Net (loss) income	$	(4,143	)	$	3,948
Adjustments to reconcile net (loss) income to cash provided by operations:
Provision for (reversal of) credit losses		4,883			(1,496	)
Depreciation and amortization expense		1,193			928
Amortization of acquired above- and below-market leases, net		(18	)		(18	)
Amortization of equity-based compensation		8			8
Amortization of debt finance costs to operating expense		329			343
Amortization of debt finance costs to interest expense		87			—
Amortization of loan extension fees		(195	)		(170	)
Changes in assets and liabilities:
Accrued interest receivable		(25	)		(103	)
Accrued expenses and other liabilities		(82	)		(648	)
Accrued interest payable		306			109
Due to related parties		(13	)		(52	)
Prepaid expenses and other assets		(359	)		(21	)
Net cash provided by operating activities		1,971			2,828
Cash flows from investing activities:
Origination/funding of commercial loans		(11,400	)		(1,038	)
Loan extension fees received on commercial loans		194			354
Principal repayments of commercial loans		25,916			19
Real estate capital expenditures		(887	)		(58	)
Net cash provided by (used in) investing activities		13,823			(723	)
Cash flows from financing activities:
Payment of offering costs		(8	)		(7	)
Proceeds from repurchase agreements		8,550			—
Principal repayments of repurchase agreements		(16,873	)		(2,842	)
Proceeds from sale of loan participations		787			—
Principal repayments of loan participations		(81	)		(35	)
Distributions paid to common stockholders		(3,153	)		(3,152	)
Distributions paid to preferred stockholders		(1,495	)		(1,495	)
Net cash used in financing activities		(12,273	)		(7,531	)
Net change in cash, cash equivalents and restricted cash		3,521			(5,426	)
Cash, cash equivalents and restricted cash at beginning of period		79,106			64,549
Cash, cash equivalents and restricted cash at end of period	$	82,627		$	59,123
Supplemental disclosure of cash flow information:
Amortization of deferred exit fees due to related party	$	314		$	70
Interest paid	$	3,741		$	6,692
Receivable recorded for real estate loan paydown received subsequent to quarter end	$	—		$	750
Deferred interest capitalized on real estate loan	$	—		$	631
Accrued stockholder servicing fee due to related party	$	(8	)	$	(7	)

The accompanying notes are an integral part of these consolidated financial statements.

Note 1 – Organization 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 CRE debt, including (a) primarily floating-rate first mortgage loans and (b) subordinate mortgage and mezzanine loans. The Company may also invest in participations in loans secured by CRE, floating-rate CRE securities, such as commercial mortgage-backed securities (“CMBS”), 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 per share (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 6 – Stockholders’ Equity”.

Please refer to “Note 14 – Subsequent Events” for updates to the Company’s business after March 31, 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 three months ended March 31, 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:


	March 31,
	2026		2025
Cash and cash equivalents	$	79,970	$	59,123
Restricted cash		2,657		—
Total cash, cash equivalents, and restricted cash	$	82,627	$	59,123

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 March 31, 2026 and December 31, 2025:

March 31, 2026


Loan Type (1)	Number of Loans		Principal Balance		Unamortized (fees)/costs, net		Allowance for credit losses			Carrying Value		Weighted Average Interest Rate (2)			Weighted Average Years to Maturity (3)
First mortgage loans		14	$	328,661	$	1,461	$	(8,818	)	$	321,304		7.4	%		0.5
Credit loans		1		7,500		—		—			7,500		9.2	%		1.5
Total and average		15	$	336,161	$	1,461	$	(8,818	)	$	328,804		7.5	%		0.5

December 31, 2025


Loan Type (1)	Number of Loans		Principal Balance		Unamortized (fees)/costs, net		Allowance for credit losses			Carrying Value		Weighted Average Interest Rate (2)			Weighted Average Years to Maturity (3)
First mortgage loans		14	$	343,175	$	1,148	$	(3,930	)	$	340,393		7.3	%		0.4
Credit loans		1		7,500		—		—			7,500		9.2	%		1.8
Total and average		15	$	350,675	$	1,148	$	(3,930	)	$	347,893		7.3	%		0.4

(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 March 15, 2026, the one-month term USD Secured Overnight Financing Rate (“SOFR”) rate reset to 3.67%. 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 the three months ended March 31, 2026, the activity in the Company’s commercial mortgage loans, held-for-investment portfolio was as follows:


	Commercial mortgage loans at cost			Allowance for credit losses			Carrying Value
Balance at Beginning of Year	$	351,823		$	(3,930	)	$	347,893
Loan originations/advances		11,400			—			11,400
Principal repayments		(25,916	)		—			(25,916	)
Amortization of loan origination and deferred exit fees		509			—			509
Origination fees and extension fees received on commercial loans		(194	)		—			(194	)
Provision for credit losses		—			(4,888	)		(4,888	)
Balance at End of Period	$	337,622		$	(8,818	)	$	328,804

Allowance for Credit Losses

The following table presents the activity in the Company’s allowance for credit losses for the three months ended March 31, 2026:


	Commercial Mortgage Loans			Unfunded Loan Commitments (1)			Total
Balance at beginning of period	$	(3,930	)	$	(22	)	$	(3,952	)
(Provision for) reversal of credit losses		(4,888	)		5			(4,883	)
Ending allowance for credit losses	$	(8,818	)	$	(17	)	$	(8,835	)

(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 three months ended March 31, 2025:


	Commercial Mortgage Loans			Unfunded Loan Commitments (1)			Total
Balance at beginning of period	$	(13,898	)	$	(96	)	$	(13,994	)
Reversal of credit losses		1,481			15			1,496
Ending allowance for credit losses	$	(12,417	)	$	(81	)	$	(12,498	)

(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.

As of March 31, 2026, the Company had a total current expected credit loss (“CECL”) reserve of $8,835, which included an asset-specific component of $4,173 related to two loans. During the three months ended March 31, 2026, the Company increased the CECL reserve by $4,883. This CECL reserve reflects certain loans assessed for impairment in the Company’s portfolio as well as reserves determined based on an analysis of macroeconomic conditions. See “Asset-Specific CECL Reserve” section below for further discussion on the loans with asset-specific CECL reserve.

As of March 31, 2025, the Company had a total CECL reserve of $12,498, which included an asset-specific component of $8,180 related to four loans. During the three months ended March 31, 2025, the Company decreased the CECL reserve by $1,496. This CECL reserve reflects certain loans assessed for impairment in the Company’s portfolio as well as reserves determined based on an analysis of macroeconomic conditions.

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 certain securities it may own, such as 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:


Investment Grade	Investment Grade Definition
1	Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
2	Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
3	Performing investment requiring closer monitoring. Trends and risk factors show some deterioration. Collection of principal and interest is still expected.
4	Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative.
5	Underperforming investment with expected loss of interest and some principal.

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

As of March 31, 2026, six loans had a risk rating of 2, four had a risk rating of 3 and five had a risk rating of 4. As of December 31, 2025, five loans had a risk rating of 2, eight had a risk rating of 3 and two had a risk rating of 4.

Asset-Specific CECL Reserve

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


Loan Type	Collateral Type	March 31, 2026		December 31, 2025
Senior	Multifamily	$	3,615	$	942	(1)
Senior	Multifamily		558		—	(2)
Total		$	4,173	$	942
____________

(1)

The loan is secured by a multifamily property in Converse, TX with an outstanding balance of $24,946 and no unfunded commitment as of March 31, 2026, and a maturity date of May 9, 2026. The Company has recorded an asset-specific CECL reserve of $3,615 for the loan as of March 31, 2026 as the estimated value of the property securing the loan was below the loan balance. The loan has a risk rating of 4 as of March 31, 2026. The Company is negotiating an extension with the borrower.

(2)

The loan is secured by a multifamily property in Garland, TX with an outstanding balance of $20,102 and $598 unfunded commitment as of March 31, 2026, and a maturity date of May 9, 2026. The Company has recorded an asset-specific CECL reserve of $558 for the loan as of March 31, 2026 as the estimated value of the property securing the loan was below the loan balance. The loan has a risk rating of 4 as of March 31, 2026. The Company is negotiating an extension with the borrower.

There were no loans on nonaccrual status during the three months ended March 31, 2026. During the three months ended March 31, 2025, the Company recognized $767 in interest income related to the nonaccrual status loans prior to such loans being placed on nonaccrual status. During the three months ended March 31, 2025, there was no reversal of interest income as a result of placing the loans on nonaccrual status. For the three months ended March 31, 2025, the total interest income forgone after placing these loans on nonaccrual status was $572.

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 months ended March 31, 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 March 31, 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 $12,700, representing 3.9% of the Company’s commercial mortgage loans as of March 31, 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 – Repurchase Agreements and Mortgage Loan Payable

Commercial Mortgage Loans

On May 6, 2019, the Company, through a wholly owned subsidiary, entered into an uncommitted master repurchase agreement (the “JPM Repo Facility”) with JPMorgan Chase Bank, National Association (“JPM”). The JPM Repo Facility provides up to $150,000 in advances that the Company expects to use to finance the acquisition or origination of eligible loans and participation interests therein. Advances made prior to December 2021 under the JPM Repo Facility accrue interest at per annum rates equal to the sum of (i) the applicable one-month USD London Interbank Offered Rate (“LIBOR”) index rate plus (ii) a margin of between 1.75% to 2.50% with no floor, depending on the attributes of the purchased assets. Advances made subsequent to December 2021 under the JPM Repo Facility accrue interest at per annum rates equal to the sum of SOFR plus an agreed upon margin. As of March 31, 2026, all of the advances made under the JPM Repo Facility were indexed to SOFR and have margins between 1.85% to 2.50% with a floor between 0.00% to 3.00%. In May 2022, the maturity date of the JPM Repo Facility was extended to May 6, 2023. On May 5, 2023, the Company entered into an amendment that extended the maturity date to May 6, 2026, with the option to extend the maturity date further to May 6, 2028 subject to two optional one-year extensions. The amendment also increased the maximum facility amount to $526,076. On May 5, 2026, the Company exercised its option to extend the maturity date to May 6, 2027. The JPM Repo Facility is subject to certain financial covenants. The Company was in compliance with all financial covenant requirements as of three months ended March 31, 2026.

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 March 31, 2026 and December 31, 2025 are as follows:


March 31, 2026									Weighted Average
	Committed Financing		Amount Outstanding (1)		Accrued Interest Payable		Collateral Pledged		Interest Rate			Days to Maturity
JPM Repo Facility	$	526,076	$	215,074	$	507	$	302,334		6.07	%		767


December 31, 2025									Weighted Average
	Committed Financing		Amount Outstanding (1)		Accrued Interest Payable		Collateral Pledged		Interest Rate			Days to Maturity
JPM Repo Facility	$	526,076	$	223,397	$	534	$	316,849		6.15	%		857

(1)

Excluding $0 of unamortized debt issuance costs as of March 31, 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 March 31, 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 March 31, 2026, the carrying value of the mortgage loan payable was $23,978.

Note 5 – Loan Participations Sold, Net

On November 15, 2021, the Company sold a non-recourse senior participation interest in nine 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 to an office property through a non-judicial foreclosure transaction. On July 2, 2024, the Company acquired legal title to two 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. During the three months ended March 31, 2026 and 2025, the total monthly payments were $97 and $314, respectively, and the interest due under the participation agreements was $534 and $309, respectively. As a result, the shortfall of $437 during the three months ended March 31, 2026 resulted in an increase in accrued but unpaid interest, and the excess of $5 during the three months ended March 31, 2025 resulted in a paydown of accrued and unpaid interest. The participation payments have been included within interest expense in the accompanying consolidated statements of operations. As of March 31, 2026 and December 31, 2025, the Company had $1,730 and $1,456, respectively, in accrued but unpaid interest on these properties.

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

          
         March 31, 2026

         Loan Participations Sold

         Count

         Principal Balance

         Book Value

         Yield/Cost (1)

         Guarantee (2)

         Weighted Average Maximum Maturity (4)

Total Loans

1

12,700

10,382

SOFR+4.7%

n/a

n/a

Senior participations (3) (5)

3

47,715

47,715

SOFR+2.0%

n/a

n/a


	December 31, 2025
Loan Participations Sold	Count		Principal Balance		Book Value		Yield/Cost (1)	Guarantee (2)	Weighted Average Maximum Maturity (4)
Total Loans		1	$	12,700	$	12,731	SOFR+4.7%	n/a		0.11
Senior participations (3) (5)		3	$	47,009	$	47,009	SOFR+2.0%	n/a		0.11
____________

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

(3)

During the three months ended March 31, 2026 and 2025, the Company recorded $739 and $764 of interest 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 March 31, 2026 as the underlying loan is in maturity default.

(5)

Includes participation interest related to the foreclosed properties described above.

Note 6 – 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:


	Preferred Stock		Common Stock
Three months ended March 31, 2026	Series A		Class P		Class A		Class T		Class S		Class D		Class I
Beginning balance		3,544,553		8,562,777		745,881		290,345		—		48,015		472,851
Ending balance		3,544,553		8,562,777		745,881		290,345		—		48,015		472,851


	Preferred Stock		Common Stock
Three months ended March 31, 2025	Series A		Class P		Class A		Class T		Class S		Class D		Class I
Beginning balance		3,544,553		8,562,777		745,881		290,345		—		48,015		470,980
Ending balance		3,544,553		8,562,777		745,881		290,345		—		48,015		470,980

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.


Record date	Aggregate annualized gross distribution declared per share		Aggregate monthly gross distribution declared per share
January 31, 2025	$	1.2500	$	0.1042
February 28, 2025	$	1.2500	$	0.1042
March 31, 2025	$	1.2500	$	0.1042
April 30, 2025	$	1.2500	$	0.1042
May 31, 2025	$	1.2500	$	0.1042
June 30, 2025	$	1.2500	$	0.1042
July 31, 2025	$	1.2500	$	0.1042
August 31, 2025	$	1.2500	$	0.1042
September 30, 2025	$	1.2500	$	0.1042
October 31, 2025	$	1.2500	$	0.1042
November 30, 2025	$	1.2500	$	0.1042
December 31, 2025	$	1.2500	$	0.1042
January 31, 2026	$	1.2500	$	0.1042
February 28, 2026	$	1.2500	$	0.1042
March 31, 2026	$	1.2500	$	0.1042

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 10 – Transactions with Related Parties” below. Since the IPO and through March 31, 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.


Record date	Monthly net distribution declared per share of Class D common stock		Monthly net distribution declared per share of Class T common stock
January 31, 2025	$	0.1007	$	0.0923
February 28, 2025	$	0.1010	$	0.0934
March 31, 2025	$	0.1007	$	0.0923
April 30, 2025	$	0.1008	$	0.0928
May 31, 2025	$	0.1007	$	0.0925
June 30, 2025	$	0.1009	$	0.0929
July 31, 2025	$	0.1007	$	0.0924
August 31, 2025	$	0.1007	$	0.0924
September 30, 2025	$	0.1009	$	0.0929
October 31, 2025	$	0.1009	$	0.0930
November 30, 2025	$	0.1010	$	0.0934
December 31, 2025	$	0.1009	$	0.0931
January 31, 2026	$	0.1012	$	0.0938
February 28, 2026	$	0.1015	$	0.0949
March 31, 2026	$	0.1012	$	0.0940

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 the three months ended March 31, 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.


	Preferred Stock		Common Stock
Three months ended March 31, 2026	Series A		Class P		Class A		Class T		Class S		Class D		Class I
Aggregate gross distributions declared per share	$	0.4219	$	0.3126	$	0.3126	$	0.3126	$	—	$	0.3126	$	0.3126
Stockholder servicing fee per share	N/A		N/A		N/A			0.0299		—		0.0087	N/A
Net distributions declared per share	$	0.4219	$	0.3126	$	0.3126	$	0.2827	$	—	$	0.3039	$	0.3126

	Preferred Stock		Common Stock
Three months ended March 31, 2025	Series A		Class P		Class A		Class T		Class S		Class D		Class I
Aggregate gross distributions declared per share	$	0.4219	$	0.3126	$	0.3126	$	0.3126	$	—	$	0.3126	$	0.3126
Stockholder servicing fee per share	N/A		N/A		N/A			0.0346		—		0.0102	N/A
Net distributions declared per share	$	0.4219	$	0.3126	$	0.3126	$	0.2780	$	—	$	0.3024	$	0.3126

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

Note 7 – 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 23 and zero antidilutive restricted shares for the three months ended March 31, 2026 and 2025, respectively. For further information about the Company’s restricted shares, see “Note 11 – 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 the three months ended March 31, 2026 and 2025:


	Three months ended March 31,
	2026			2025
Net (loss) income attributable to common stockholders	$	(5,638	)	$	2,453
Weighted average shares outstanding, basic		10,119,869			10,117,998
Dilutive effect of restricted stock		—			477
Weighted average shares outstanding, diluted		10,119,869			10,118,475
Net (loss) income attributable to common stockholders per share, basic and diluted	$	(0.56	)	$	0.24

Note 8 – 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 March 31, 2026, the Company had 4 such loans with a total remaining future funding commitment of $2,668. As of December 31, 2025, the Company had 5 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 9 – Segment Reporting

The Company operates as one reportable segment, as defined by GAAP, which originates and acquires mortgage loans and related assets for the three months ended March 31, 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 10 – 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 the three months ended March 31, 2026 and 2025 and the amount due to related parties as of March 31, 2026 and December 31, 2025:


	Three months ended March 31,				Payable as of March 31,		Payable as of December 31,
	2026		2025		2026		2025
Advisory fee (1)	$	717	$	789	$	237	$	248
Loan fees(2)		314		77		912		600
Accrued stockholder servicing fee (3)		—		—		365		373
Total	$	1,031	$	866	$	1,514	$	1,221

(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 1/12th 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 to waive 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 the three 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 the three-year period will be deemed permanently waived and not subject to repayment under the Expense Limitation Agreement. During the three months ended March 31, 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 three

months ended March 31, 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.

Note 11 – Equity-Based Compensation

With each stock grant, the Company awards each of its three independent directors an equal number of restricted shares. The table below summarizes total stock grants as of March 31, 2026 with a vesting date after January 1, 2025.

         Grant Date

         Class of common stock granted

         Total number of shares granted

         Grant Date Fair Value Per Share

         Total Fair Value of Grant

         Proportion of total shares that vest annually

         Vesting Date Year 1

         Vesting Date Year 2

         Vesting Date Year 3

October 3, 2022

Class I

1,534

19.55

30

1/3

10/3/2023

10/3/2024

10/3/2025

September 29, 2023

Class I

1,722

17.42

30

1/3

9/29/2024

9/29/2025

9/29/2026

September 12, 2024

Class I

1,812

16.56

30

1/3

9/12/2025

9/12/2026

9/12/2027

September 18, 2025

Class I

1,871

16.03

30

1/3

9/18/2026

9/18/2027

9/18/2028

Under the Company’s Independent Director Restricted Share Plan (the “RSP”), restricted shares generally vest over a three-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 $8 and $8, in the aggregate, for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company had $45 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 1.1 years. There were no restricted shares that vested or were forfeited during the three months ended March 31, 2026 and 2025.

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


	Restricted Shares		Weighted Average Grant Date Fair Value Per Share
Outstanding at December 31, 2025		3,653	$	16.42
Granted		—		—
Vested		—		—
Outstanding at March 31, 2026		3,653	$	16.42

Note 12 – Fair Value of Financial Instruments

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:


	March 31, 2026				December 31, 2025
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets
Cash, cash equivalents and restricted cash	$	82,627	$	82,627	$	79,106	$	79,106
Commercial mortgage loans, net		328,804		328,804		347,893		347,893
Total	$	411,431	$	411,431	$	426,999	$	426,999
Financial liabilities
Repurchase agreements — commercial mortgage loans	$	215,074	$	215,074	$	223,397	$	223,397
Loan participations — sold		47,715		47,715		47,009		47,009
Mortgage loan payable, net		23,978		24,496		23,891		24,454
Total	$	286,767	$	287,285	$	294,297	$	294,860

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 (0.5 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 13 – Real Estate Owned

2025 Acquisitions

During the year ended December 31, 2025, the Company acquired one multifamily property located in Kansas City, MO (the “Arbor Mist property”) and one 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:


	Arbor Mist		Parkview
Acquisition date	May 1, 2025		July 2, 2025
Number of properties	1		1
Location	Kansas City, MO		Charlotte, NC
Property type	Multifamily		Office
Amortized cost basis of loan as of acquisition date	$	38,933	$	22,892
CECL reserve as of acquisition date	$	68	$	2,311
Loan risk rating as of acquisition date	5		5
CECL reserve charge-off upon acquisition	$	68	$	2,311

Land	$	1,778	$	6,620
Building and improvements		35,123		10,733
Furniture, fixtures and equipment		1,185		—
Acquired in-place lease value		773		2,866
Acquired above-market lease value		—		231
Acquired below-market lease value		—		(325	)
Total	$	38,859	$	20,125

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.

Real Estate Owned

The following table presents the REO assets as of March 31, 2026 and December 31, 2025:


	March 31, 2026			December 31, 2025
Land	$	14,231		$	14,231
Building and improvements		81,651			80,769
Furniture, fixtures and equipment		1,672			1,667
Accumulated depreciation		(4,217	)		(3,385	)
Real estate owned, net	$	93,337		$	93,282

During the three months ended March 31, 2026 and 2025 the Company incurred $832 and $409 of depreciation expense, respectively.

Acquired Intangible Assets and Liabilities

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


	March 31, 2026			December 31, 2025
Intangible assets:
Acquired in-place lease value	$	7,450		$	7,450
Acquired above-market lease value		262			262
Accumulated amortization		(3,984	)		(3,609	)
Acquired lease intangible assets, net	$	3,728		$	4,103
Intangible liabilities:
Acquired below-market lease value	$	776		$	776
Accumulated amortization		(219	)		(178	)
Acquired lease intangible liabilities, net	$	557		$	598

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


	Three months ended March 31,
	2026			2025
Amortization recorded as amortization expense:
Acquired in-place lease value	$	361		$	519
Amortization recorded as a (reduction) increase to rental income:
Acquired above-market leases	$	(23	)	$	(6	)
Acquired below-market leases		41			24
Net rental income increase	$	18		$	18

Estimated amortization of the respective intangible lease assets and liabilities as of March 31, 2026 for each of the five succeeding years and thereafter is as follows:


	In-Place Leases		Above-Market Leases		Below-Market Leases
2026 (remainder of year)	$	944	$	52	$	120
2027		1,058		61		153
2028		709		34		123
2029		373		9		88
2030		227		7		56
Thereafter		239		15		17
Total	$	3,550	$	178	$	557

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 March 31, 2026. Leases for the multifamily properties are generally 12 months or less and are therefore excluded from the table below.


	Lease Payments
2026 (remainder of year)	$	3,848
2027		4,733
2028		3,695
2029		2,732
2030		2,140
Thereafter		1,873
Total	$	19,021

Note 14 – Subsequent Events

The Company has evaluated subsequent events through May 8, 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 April 29, 2026, the Company announced that the Board authorized distributions to stockholders of record as of April 30, 2026, payable on or about May 19, 2026 for each class of its common stock in the amount per share set forth below:


	Common Stock
	Class P		Class A		Class T		Class S		Class D		Class I
Aggregate gross distributions declared per share	$	0.1042	$	0.1042	$	0.1042	$	—	$	0.1042	$	0.1042
Stockholder servicing fee per share	N/A		N/A			0.0096		—		0.0028	N/A
Net distributions declared per share	$	0.1042	$	0.1042	$	0.0946	$	—	0.1014		$	0.1042

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (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, or the negative of these terms or similar expressions, are intended to identify forward-looking statements.

These forward-looking statements are not historical facts but reflect the intent, belief or current expectations of the management of InPoint Commercial Real Estate Income, Inc. (which we refer to herein as the “Company,” “we,” “our” or “us”) based on their knowledge and understanding of the business and industry, the economy and other future conditions. These statements are not guarantees of future performance, and we caution stockholders not to place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or forecasted in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to the factors listed and described under “Risk Factors” in our 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”) some of which are briefly summarized below:

•

We have paid past distributions from sources other than cash flows from operating activities, including from offering proceeds, which reduces the amount of cash we ultimately have to invest in assets, and some of our distributions have not been covered by net income; if we cannot generate sufficient cash flow from operations to fully fund distributions, some or all of our distributions may again be paid from these other sources, and if our net income does not cover our distributions, those distributions will dilute our stockholders’ equity;

•

There is no current public trading market for our common stock, and we do not expect that such a market will develop. Therefore, repurchase of shares by us will likely be the only way for stockholders to dispose of their shares, and our SRP is currently suspended;

•

Even if our stockholders are able to sell their shares pursuant to our SRP in the future, or otherwise, they may not be able to recover the amount of their investment in our shares;

•

We have in the past and may in the future foreclose on certain of the loans we originate or acquire, which could result in losses that negatively impact our results of operations and financial condition;

•

As an owner of real estate, we are subject to the risks inherent in the ownership and operation of real estate and the construction and development of real estate;

•

Our Advisor and our Sub-Advisor may face conflicts of interest in allocating personnel and resources between their affiliates;

•

None of our agreements with our Advisor, our Sub-Advisor or any affiliates of our Advisor or Sub-Advisor were negotiated at arm’s-length; and

•

If we fail to continue to qualify as a REIT, our operations and distributions to stockholders will be adversely affected.

Forward-looking statements in this Quarterly Report on Form 10-Q reflect our management’s view only as of the date of this Quarterly Report on Form 10-Q and may ultimately prove to be incorrect or false. 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.

The following discussion and analysis relate to the three months ended March 31, 2026 and 2025 and as of March 31, 2026 and December 31, 2025. You should read the following discussion and analysis along with our unaudited consolidated financial statements and the related notes included in this Quarterly Report on Form 10-Q.

All dollar amounts are stated in thousands unless otherwise noted, except share data.

Overview

We are a Maryland corporation formed on September 13, 2016 to originate, acquire and manage an investment portfolio of CRE investments primarily comprised of CRE debt, including primarily floating-rate first mortgage loans and fixed rate mezzanine loans. We may also invest in participations in CRE debt, floating-rate CRE securities such as CMBS, senior unsecured debt of publicly traded REITs and select equity investments in single-tenant, net leased properties. Substantially all of our business is conducted through our Operating Partnership, of which we are the sole general partner. We are externally managed by our Advisor, an indirect subsidiary of

IREIC. Our Advisor has engaged the Sub-Advisor, a subsidiary of Sound Point CRE Management, LP, to perform certain services on behalf of the Advisor for us.

We have operated in a manner that allows us to qualify as a REIT for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2017.

For a discussion of the history of the Company and its Private Offering, IPO, Second Public Offering and Preferred Stock Offering, please see “Note 1 – Organization and Business Operations” in the notes to our consolidated financial statements above. The IPO and the Second Public Offering are collectively referred to herein as the “Public Offerings”.

Recent Developments

The CRE debt market has experienced increased activity with the U.S. Federal Reserve’s recent moves to lower interest rates. During 2025, the U.S. Federal Reserve reduced rates three times with the most recent reduction occurring in December 2025, which lowered the target range to 3.50% to 3.75%. According to CBRE, Inc., CRE investment volume increased by 29% year-over-year in the fourth quarter of 2025 to $172 billion. The CBRE Lending Momentum Index, which tracks loans originated or brokered by CBRE, increased 67% year-over-year in the fourth quarter of 2025, with December marking the highest monthly level since 2021.

If the U.S. Federal Reserve continues rate-cutting during 2026, we may start to see more liquidity in the CRE debt market, with borrowers having an improved ability to refinance and pay off the existing loans in our portfolio, and improvement 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.

During the first quarter of 2026, we originated one loan with a principal balance of $11.4 million and received paydowns of $25.9 million on existing loans. In May 2026, we originated a first mortgage loan secured by an industrial property in Florida with a principal balance of $16.9 million. The loan earns interest at SOFR+3.15%, has an all-in yield of 6.8%, and an LTV of 47.9%. During the remainder of 2026, we intend to focus on originating additional loans and continue working with our current borrowers on extending or restructuring our maturing loans with an emphasis on obtaining principal reductions or loan payoffs.

We continue to evaluate all loans on a quarterly basis and assign our internal risk rating with the majority of our loans continuing to perform as expected. Our primary focus continues to be on refinance risk and our CECL reserve will place emphasis on loans with maturity dates nine months forward from the reporting date.

Company Business Plan

The Company’s management has been analyzing the portfolio impact of liquidating the real estate in the portfolio and potentially redeploying those proceeds into newly originated first mortgage loans. The Company’s goal is to position the portfolio to pursue a future strategic transaction when capital market conditions have improved, in order to maximize stockholder value and potentially provide our investors with access to some level of liquidity. There is no assurance that the Company will be able to successfully implement any strategic plan. We are continually impacted by evolving market conditions and other complex factors such as (i) the state of the commercial real estate market and financial markets, (ii) our ability to access additional capital or leverage and (iii) changes in general economic conditions such as high interest rates, among other factors. We will provide updates as the Company considers appropriate or as required under applicable law.

Q1 2026 Highlights

Operating Results:

•

Net loss attributable to common stockholders was $5.6 million, or $0.56 per share, during the three months ended March 31, 2026, which included $4.9 million in provision for credit losses.

•

During the first quarter of 2026, we declared gross distributions at an annual rate of $1.25 per common share, which represents an annualized rate of 9.3% on our aggregate NAV of $13.4992 as of March 31, 2026. Holders of Class D and Class T shares of common stock received less than the gross distribution amount after the deduction of stockholder servicing fees applicable to those classes.

Loan Portfolio:

•

We originated one floating-rate loan with initial funding of $11.4 million during the three months ended March 31, 2026.

•

Our loan portfolio decreased 5.5% to $328.8 million during the three months ended March 31, 2026. The decrease includes $25.9 million in loan repayments and $4.9 million of provision for credit losses, partially offset by origination of one loan with an outstanding principal balance of $11.4 million.

•

All 15 of our loans were current on their contractual interest payments during the three months ended March 31, 2026.

Capital Markets and Financing Activity:

•

We had net repayments of $8.3 million on our repurchase agreements during the three months ended March 31, 2026.

•

During the three months ended March 31, 2026, we paid a total of $4.6 million in distributions to common and preferred stockholders.

Significant Accounting Policies and Use of Estimates

Disclosures discussing all significant accounting policies are set forth in our Annual Report under the heading “Note 2 – Summary of Significant Accounting Policies.” See “Note 2 – Summary of Significant Accounting Policies” for a discussion of changes to our significant accounting policies for the three months ended March 31, 2026.

Investment Portfolio

Our strategy is to originate, acquire and manage an investment portfolio of CRE debt that is primarily floating rate and diversified based on the type and location of collateral securing the underlying CRE debt.

The charts below summarize our debt investments portfolio as a percentage of par value by type of rate, our total investment portfolio by investment type, including real estate owned (“REO”) and our loan portfolio by collateral type and geographical region as of March 31, 2026 and December 31, 2025:

Floating vs. Fixed Rate Debt Investments:


March 31, 2026	December 31, 2025

All Investments by Type:


March 31, 2026	December 31, 2025

Loans by Property Type:


March 31, 2026	December 31, 2025

Loans by Region:


March 31, 2026	December 31, 2025

An investment’s region is defined according to the below map based on the location of underlying property.

The changes in our loan portfolio by property type and by region as of March 31, 2026 compared to December 31, 2025 were primarily due to the origination of one loan and the repayment of loans by borrowers in ordinary course.

Commercial Mortgage Loans Held for Investment


	As of March 31, 2026			As of December 31, 2025
Principal balance of first mortgage loans	$	328,661		$	343,175
Number of first mortgage loans		14			14
Principal balance of credit loans	$	7,500		$	7,500
Number of credit loans		1			1
Total balance of loans	$	336,161		$	350,675
Total number of loans		15			15
All-in yield (1)		7.3	%		7.3	%
Weighted average years to maximum maturity		0.8			0.9
____________

(1)

All-in yield is the present value of all future principal and interest payments on the loan and does not include any origination fees or deferred commitment fees. All-in yield also excludes the all-in yield for loans placed on nonaccrual status. All-in yield is calculated using the spread plus the values of the indices as of March 31, 2026.

During the three months ended March 31, 2026, one loan was paid off and one new loan was originated.

The table below presents select loan information for each of our commercial mortgage loans as of March 31, 2026:


	Origination Date	Loan Type (1)	Principal Balance		Cash Coupon (3)	All-in Yield (3)				Maximum Maturity (4)	State	Property Type	LTV (5)			Risk Rating (6)
1	12/12/17	First mortgage (2)	$	12,700	SOFR+4.70%		8.4	%		2/9/26 (7)	HI	Office		67.0	%		4
2	9/27/19	First mortgage		13,626	SOFR+3.10%		6.8	%		5/9/26	CA	Office		74.5	%		3
3	11/12/21	First mortgage		24,946	SOFR+2.90%		6.7	%		5/9/26 (8)	TX	Multifamily		73.2	%		4
4	11/16/21	First mortgage		24,081	SOFR+3.05%		6.8	%		12/9/26	TX	Multifamily		73.7	%		3
5	12/9/21	First mortgage		39,217	SOFR+3.05%		6.8	%		12/9/26	GA	Multifamily		71.7	%		3
6	12/15/21	First mortgage		25,594	SOFR+3.20%		7.0	%		1/9/27	OR	Multifamily		70.2	%		2
7	1/26/22	First mortgage		16,040	SOFR+3.55%		12.2	%	(9)	3/9/26 (9)	NJ	Industrial		63.1	%		4
8	1/28/22	First mortgage		15,032	SOFR+3.30%		7.0	%		2/9/27	NC	Multifamily		69.9	%		2
9	2/25/22	First mortgage		30,000	SOFR+3.04%		6.7	%		3/9/27	NY	Mixed Use		66.7	%		2
10	3/1/22	First mortgage		29,472	SOFR+3.40%		7.1	%		3/9/27	TX	Multifamily		77.7	%		2
11	4/7/22	First mortgage		15,227	SOFR+3.25%		6.9	%		4/9/27	SC	Multifamily		69.0	%		3
12	4/19/22	First mortgage		20,102	SOFR+3.40%		7.1	%		5/9/26 (10)	TX	Multifamily		76.3	%		4
13	6/13/22	First mortgage		51,224	SOFR+3.45%		7.1	%		6/9/27	TX	Multifamily		73.1	%		4
14	2/27/26	First mortgage		11,400	SOFR+3.50%		7.2	%		3/9/31	TX	Multifamily		67.1	%		2
15	9/29/17	Credit		7,500	9.20%		9.2	%		10/11/27	NJ	Office		79.9	%		2
			$	336,161			7.3	%						71.7	%

(1)

First mortgage loans are first position mortgage loans and credit loans are mezzanine and subordinated loans.

(2)

As of March 31, 2026, an 80% undivided senior interest in the loan, which includes the right to receive priority interest payments at a rate of one-month term USD Secured Overnight Financing Rate (“SOFR”)+2.00%, was sold by our Operating Partnership pursuant to a Loan Participation Agreement dated November 15, 2021. Our Operating Partnership has retained a 20% undivided subordinate interest in the loan.

(3)

Cash coupon is the stated rate on the loan. All-in yield is the present value of all future principal and interest payments on the loan and does not include any origination fees or deferred commitment fees. The total is the weighted average of the stated yield, excluding any default interest, as of March 31, 2026. Our first mortgage loans are all floating rate and each contains a minimum SOFR floor. As of March 31, 2026, the weighted average SOFR floor was 0.42%.

(4)

Maximum maturity assumes all extension options are exercised by the borrower, however loans may be repaid prior to such date.

(5)

Loan-to-value (“LTV”) was determined at loan origination and is not updated for subsequent property valuations or loan modifications. The total is the weighted average LTV.

(6)

Risk rating is the internal risk rating assigned by the Sub-Advisor. See “Note 3 – Commercial Mortgage Loans Held for Investment,” which is included in our notes to consolidated financial statements included in this Quarterly Report on Form 10-Q.

(7)

During the quarter ended March 31, 2026, the Company reviewed the property performance and estimated the property value, noting that the valuation exceeded the outstanding loan balance. As a result, no asset-specific CECL reserve was recorded for the loan as of March 31, 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 borrower has not paid the default interest but is current on its contractual interest payments.

(8)

The loan matures on May 9, 2026. The Company has reviewed the loan and based on the estimated LTV recorded a $3.6 million asset-specific CECL reserve as of March 31, 2026. The Company is negotiating an extension with the borrower.

(9)

During the quarter ended March 31, 2026, the Company reviewed the property performance and estimated the property value, noting that the valuation exceeded the outstanding loan balance. As a result, no asset-specific CECL reserve was recorded for the loan as of March 31, 2026. The loan matured on March 9, 2026 and was not repaid or extended. The Company sent the borrower a maturity default notice and the borrower is paying default interest until it completes the refinance with a third party. All-in yield for the loan includes maturity default interest received.

(10)

The loan matures on May 9, 2026. The Company has reviewed the loan and based on the estimated LTV recorded a $0.6 million asset-specific CECL reserve as of March 31, 2026. The Company is negotiating an extension with the borrower.

The following table allocates the loan principal balance and the net loan exposure based on our internal risk ratings as of March 31, 2026:


Risk Rating	Number of Loans		Principal Balance			Net Loan Exposure (1)
1		—	$	—		$	—
2		6		118,998			118,378
3		4		92,151			91,218
4		5		125,012			109,618
5		—		—			—
Total		15	$	336,161		$	319,214
Add: Unamortized (fees)/costs, net			$	1,461
Less: Allowance for credit losses				(8,818	)
Commercial mortgage loans at cost, net			$	328,804

(1) Net loan exposure excludes the amount of loan participation sold. See “Note 5 – Loan Participations Sold, Net.” Further, net loan exposure is calculated net of the CECL reserve recorded on the loans. See “Note 3 – Commercial Mortgage Loans Held for Investment – Allowance for Credit Losses.”

As of March 31, 2026 and December 31, 2025, we had borrowings under repurchase agreements totaling $215,074 and $223,397, respectively, and loan participations sold, net, of $47,715 and $47,009, respectively. During the three months ended March 31, 2026 and the year ended December 31, 2025, we had weighted average borrowings, which include borrowings under repurchase agreements and loan participations sold, net, of $227,446 and $321,492, respectively, and weighted average borrowing costs, which also include borrowings under repurchase agreements and loan participations sold, net, of 6.2% and 6.6%, respectively.

Real Estate Owned

2025 Acquisitions

During the year ended December 31, 2025, we acquired legal title to a multifamily property located in Kansas City, MO, the Arbor Mist property, and an 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 our consolidated balance sheet based on the estimated fair value at acquisition. The fair market value estimate was determined based on appraisals performed by independent third-party appraisers.

The following table shows additional information about the 2025 acquisitions:


	Arbor Mist		Parkview
Acquisition date	May 1, 2025		July 2, 2025
Number of properties	1		1
Location	Kansas City, MO		Charlotte, NC
Property type	Multifamily		Office
Amortized cost basis of loan as of acquisition date	$	38,933	$	22,892
CECL reserve as of acquisition date	$	68	$	2,311
Loan risk rating as of acquisition date	5		5
CECL reserve charge-off upon acquisition	$	68	$	2,311

We 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 shows selected data for our REO in our portfolio as of March 31, 2026:

     Property

     Acquisition Date

     Property Type

     Location

     Rentable Square Feet (RSF) / Number of Units

     % Leased

 Belvedere

July 2, 2024

 Office

Addison, TX

141,180

89.5

 Meridian

July 2, 2024

 Office

Irving, TX

100,359

53.0

 Fitz

October 23, 2024

 Multifamily

Portland, OR

64

67.2

 Arbor Mist

May 1, 2025

 Multifamily

Kansas City, MO

200

82.0

 Parkview

July 2, 2025

 Office

Charlotte, NC

124,788

61.7

Results of Operations

Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Net Interest Income

Net interest income is generated on our interest-earning assets less related interest-bearing liabilities. The following table presents the average balance of interest-earning assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for the periods indicated:


	Three months ended March 31,
	2026								2025
	Average Carrying Value (1)		Interest Income/ Expense (2)(3)			Weighted Average Yield/Financing Cost (4)			Average Carrying Value (1)		Interest Income/ Expense (2)(3)			Weighted Average Yield/Financing Cost (4)
Interest-earning assets:
Commercial mortgage loans	$	340,208	$	6,493			7.6	%	$	563,238	$	10,451			7.4	%
Total/Weighted Average	$	340,208	$	6,493			7.6	%	$	563,238	$	10,451			7.4	%
Interest-bearing liabilities:
Repurchase agreements — commercial mortgage loans	$	217,436	$	3,312			6.1	%	$	358,308	$	6,036			6.7	%
Loan participations sold, net		10,010		205			8.2	%		29,007		455			6.3	%
Total/Weighted Average	$	227,446	$	3,517			6.2	%	$	387,315	$	6,491			6.7	%
Net interest income/spread			$	2,976			1.4	%			$	3,960			0.7	%
Average leverage % (5)				201.7	%							220.2	%
Weighted average levered yield (6)							10.6	%							9.0	%

(1)

Based on principal amount for repurchase agreements. Amounts are calculated based on the average daily balance. Loan participations sold excludes the participation interest related to the REO.

(2)

Includes the effect of amortization of premium or accretion of discount.

(3)

Interest income excludes $500 and $608 for the three months ended March 31, 2026 and 2025, respectively, related to bank deposits not included in the investment portfolio. Interest expense excludes $534 and $309 of participation payments for the three months ended March 31, 2026 and 2025, respectively, related to the REO. Interest expense also excludes $497 and zero for the three months ended March 31, 2026 and 2025, respectively, related to interest expense on the mortgage loan payable.

(4)

Calculated as annualized interest income or expense divided by average carrying value.

(5)

Calculated by dividing total average interest-bearing liabilities by total average equity (total average interest-earning assets less total average liabilities).

(6)

Calculated by taking the sum of (i) the net interest spread multiplied by the average leverage and (ii) the weighted average yield on interest-earning assets.

The change in our average interest-earning assets and interest-bearing liabilities was due to origination of a new loan, the paydown of the principal balance as loans matured and the subsequent repayment of the amount financed for these loans. The change in the weighted average levered yield was primarily due to the change in the composition of the loans in the portfolio and the change in the composition of financing.

Revenue from Real Estate

Our revenue from real estate during the three months ended March 31, 2026 and 2025, was $2,726 and $1,528, respectively. The increase in revenue was primarily due to the acquisition of two properties after the first quarter of 2025.

Operating Expenses

Operating expenses for the three months ended March 31, 2026 and 2025 consisted of the following:


	Three months ended March 31,
	2026		2025
Advisory fee	$	717	$	789
Amortization of debt finance costs		329		343
Directors compensation		20		19
Professional service fees		207		267
Real estate operating expenses (1)		1,665		655
Depreciation and amortization		1,193		928
Other expenses		300		334
Total operating expenses	$	4,431	$	3,335
____________

(1)

The amount for the three months ended March 31, 2025 is presented net of $408 in employee retention credits received during the period. These credits relate to the Renaissance O’Hare property that we owned from August 20, 2020 through September 28, 2023.

Total operating expenses for the three months ended March 31, 2026 and 2025 were $4,431 and $3,335, respectively. The primary driver of the increase in total operating expenses was the acquisition of two properties after the first quarter of 2025.

Net (Loss) Income

For the three months ended March 31, 2026 and 2025, our net (loss) income was $(4,143) and $3,948, respectively. The decrease in net income was primarily due to a reduction in net interest income as the loan portfolio decreased, an increase in the CECL reserve and an increase in real estate operating expenses and depreciation and amortization, partially offset by an increase in revenue from real estate.

Non-GAAP Financial Measures

Funds from Operations and Modified Funds from Operations

We use Funds from Operations (“FFO”), a widely accepted metric, to evaluate our performance. FFO provides a supplemental measure to compare our performance and operations to other REITs. Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts (“NAREIT”) has promulgated a standard known as FFO, which it believes more accurately reflects the operating performance of a REIT. As defined by NAREIT, FFO means net income (loss) attributable to common stockholders computed in accordance with GAAP, excluding gains (or losses) from sales of operating property, plus depreciation and amortization and after adjustments for unconsolidated entities. In addition, NAREIT has further clarified the FFO definition to add-back impairment write-downs of depreciable real estate or of investments in unconsolidated entities that are driven by measurable decreases in the fair value of depreciable real estate and to exclude the earnings impacts of cumulative effects of accounting changes. We have adopted the NAREIT definition for computing FFO.

Due to the unique features of publicly registered, non-listed REITs, the Institute for Portfolio Alternatives (“IPA”), an industry trade group, published a standardized measure known as Modified Funds from Operations (“MFFO”), which the IPA has promulgated as a supplemental measure for publicly registered non-listed REITs and which may be another appropriate supplemental measure to reflect the operating performance of a non-listed REIT.

The IPA defines MFFO as FFO adjusted for acquisition fees and expenses, amounts relating to straight line rents and amortization of premiums on debt investments, non-recurring impairments of real estate-related investments, mark-to-market adjustments included in net income, non-recurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures.

We define MFFO in accordance with the concepts established by the IPA and adjust FFO for certain items, such as amortization of premium and discounts on real estate securities. We purchase real estate securities at a premium or discount to par value, and in accordance with GAAP, record the amortization of premium/accretion of the discount to interest income. We believe that excluding the amortization of premiums and discounts provides better insight to the expected contractual cash flows. We also adjust FFO for gains or losses on preferred stock repurchases, when/if they occur, because we do not consider these gains or losses to be a measure of our operating performance. In addition, we adjust FFO for unrealized gains or losses on real estate securities. Any mark-to-market or fair value adjustments are based on general market or overall industry conditions and may be temporary in nature.

Because MFFO may be a recognized measure of operating performance within the non-listed REIT industry, MFFO and the adjustments used to calculate it may be useful in order to evaluate our performance against other non-listed REITs. Like FFO, MFFO is not equivalent to our net income or loss as determined under GAAP, as detailed in the table below, and MFFO may not be a useful measure of the impact of long-term operating performance on value if we continue to acquire a significant amount of investments.

Our presentation of FFO and MFFO may not be comparable to other similarly titled measures presented by other REITs. We believe that the use of FFO and MFFO provides a more complete understanding of our operating performance to stockholders and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs. Neither FFO nor MFFO is intended to be an alternative to “net income” or to “cash flows from operating activities” as determined by GAAP as a measure of our capacity to pay distributions. Management uses FFO and MFFO to compare our operating performance to that of other REITs and to assess our operating performance.

Neither the SEC, any other regulatory body nor NAREIT has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, the SEC, another regulatory body or NAREIT may decide to standardize the allowable adjustments across the non-listed REIT industry and we would have to adjust our calculation and characterization of FFO or MFFO.

Our FFO and MFFO are calculated as follows:


	Three months ended March 31,
	2026			2025
Net (loss) income attributable to common stockholders	$	(5,638	)	$	2,453
Depreciation and amortization		1,193			928
Funds from operations (FFO) attributable to common stockholders	$	(4,445	)	$	3,381

Amortization of debt financing costs	$	329		$	343
Provision for (reversal of) credit losses		4,883			(1,496	)
Amortization of acquired lease intangibles, net		(18	)		(18	)
Straight-line expense, net		(243	)		(110	)
Modified funds from operations (MFFO) attributable to common stockholders	$	506		$	2,100

Net Asset Value

Our NAV for each class of shares is based on the net asset values of our investments, the addition of any other assets (such as cash on hand) and the deduction of any liabilities, including the allocation/accrual of any performance participation and any stockholder servicing fees applicable to such class of shares. The Advisor is responsible for reviewing and confirming our NAV, as well as overseeing the process around the calculation of our NAV, in each case, as calculated by the independent valuation advisor. See “Valuation Guidelines” below for further information regarding our valuation policies used to determine our NAV.

The following table provides a breakdown of the major components of our total net asset value attributable to common stock as of March 31, 2026 ($ and shares in thousands):


Components of NAV	As of March 31, 2026
Commercial mortgage loans	$	333,449
Real estate owned		99,764
Cash and cash equivalents and restricted cash		82,627
Other assets		4,722
Repurchase agreements - commercial mortgage loans		(215,074	)
Loan participations sold		(47,715	)
Mortgage loan payable		(23,978	)
Due to related parties		(1,514	)
Distributions payable		(1,052	)
Interest payable		(2,950	)
Accrued stockholder servicing fees (1)		(280	)
Other liabilities		(3,074	)
Preferred stock		(88,313	)
Net asset value attributable to common stock	$	136,612
Number of outstanding common shares		10,120

(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 accrued the full cost of the stockholder servicing fee as an offering cost at the time we sold Class T, Class S, and Class D shares. As of March 31, 2026, we had accrued under GAAP $645 of stockholder servicing fees payable to the Dealer Manager related to the Class T and Class D shares sold. As of March 31, 2026, we had not sold any Class S shares and, therefore, we had 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. Our Second Public Offering officially terminated on November 1, 2025.

The following table provides a breakdown of our total net asset value attributable to common stock and NAV per share by share class as of March 31, 2026 ($ and shares in thousands, except per share data):


	Common Stock
NAV Per Share	Class P		Class A		Class T		Class S		Class D		Class I		Total
Monthly NAV	$	115,499	$	10,096	$	3,969	$	—	$	651	$	6,401	$	136,612
Number of outstanding shares		8,563		746		290		—		48		473		10,120
NAV per share as of March 31, 2026	$	13.4884	$	13.5351	$	13.6705	$	—	$	13.5645	$	13.5369	$	13.4992

The following table reconciles stockholders’ equity per our consolidated balance sheet to our NAV ($ in thousands):


Reconciliation of Stockholders’ Equity to NAV	As of March 31, 2026
Stockholders’ equity per GAAP	$	217,464
Adjustments:
Unamortized stockholder servicing fee and other expenses		364
Real estate owned non-cash adjustments		2,435
Credit losses reserve - non-specific portion		4,662
Net asset value	$	224,925
Preferred Stock Adjustments:
Preferred stock liquidation value		(88,614	)
Unamortized preferred stock offering costs		301
Net asset value attributable to common stock	$	136,612

Valuation Guidelines

Our Board, including a majority of our independent directors, has adopted valuation guidelines that contain a comprehensive set of methodologies to be used by our Advisor, with the assistance of our Sub-Advisor, and our independent valuation advisor in connection with estimating the values of our assets and liabilities for purposes of our NAV calculation. From time to time, our Board, including a majority of our independent directors, may adopt changes to the valuation guidelines if it (1) determines that such changes are likely to result in a more accurate reflection of NAV or a more efficient or less costly procedure for the determination of NAV without having a material adverse effect on the accuracy of such determination or (2) otherwise reasonably believes a change is appropriate for the determination of NAV. In connection with carrying out its responsibility to determine our NAV, our Advisor may delegate certain tasks to our Sub-Advisor. Our Advisor, however, is ultimately responsible for the NAV determination process.

The calculation of our NAV is intended to be a calculation of the value of our assets less our outstanding liabilities for the purpose of establishing a purchase and repurchase price for our shares of common stock and may differ from our financial statements. NAV is not a measure used under GAAP and the valuations of and certain adjustments made to our assets and liabilities used in the determination of NAV will differ from GAAP.

Our Advisor calculates the fair value of our assets in accordance with our valuation guidelines. Because these fair value calculations involve significant professional judgment in the application of both observable and unobservable attributes, the calculated fair value of our assets may differ from their actual realizable value or future fair value. Furthermore, no rule or regulation requires that we calculate NAV in a certain way. While we believe our NAV calculation methodologies are consistent with standard industry principles, there is no established practice among public REITs, whether listed or not, for calculating NAV in order to establish a purchase and repurchase price. As a result, other public REITs may use different methodologies or assumptions to determine NAV.

Our Independent Valuation Advisor

With the approval of our Board, including a majority of our independent directors, we have engaged BDO USA, P.C. to serve as our independent valuation advisor. Our Advisor, with the approval of our Board, including a majority of our independent directors, may engage additional independent valuation advisors in the future as it deems appropriate. At the end of each month, the independent valuation advisor reviews the calculation of our monthly NAV. The independent valuation advisor is not responsible for our NAV, and performs its services based solely on information received from us, our Advisor and our Sub-Advisor. Our Advisor, and not the independent valuation advisor, is ultimately responsible for the determination of our NAV.

Our independent valuation advisor may be replaced at any time, in accordance with agreed-upon notice requirements, by a majority vote of our Board, including a majority of our independent directors. We will promptly disclose any changes to the identity or role of the independent valuation advisor in reports we publicly file with the SEC. Our independent valuation advisor discharges its responsibilities in accordance with our valuation guidelines. Our Board is not involved in the monthly valuation of our assets and liabilities, but periodically receives and reviews such information about the valuation of our assets and liabilities as it deems necessary to exercise its oversight responsibility.

We have agreed to pay fees to our independent valuation advisor upon its delivery to us of its review reports. We have also agreed to indemnify our independent valuation advisor against certain liabilities arising out of this engagement. The compensation we pay to our independent valuation advisor is not based on the estimated values of our loans or our NAV.

Our independent valuation advisor may from time to time in the future perform other commercial real estate and financial advisory services for our Advisor or Sub-Advisor and their affiliates, so long as such other services do not adversely affect the independence of the independent valuation advisor.

Valuation of Investments

The majority of our investments consist of CRE loans intended to be held to maturity. We may also invest in real estate and other real estate-related assets and liquid non-real estate-related assets. Real estate-related assets include CRE securities, such as CMBS and CRE CLOs, and unsecured debt of publicly traded REITs. Our liquid non-real estate-related assets may include credit rated government and corporate debt securities, publicly traded equity securities and cash and cash equivalents.

Our Advisor seeks to determine the fair value of investments as of the last day of each month. Fair value determinations are based upon all available inputs that our Advisor deems relevant, including, but not limited to, indicative dealer quotes, values of like securities, discounted cash flow analysis, and valuations prepared by third-party valuation services. However, determination of fair value involves subjective judgments and estimates.

•

Mortgage Loans, Participations in Mortgage Loans and Mezzanine Loans. Our Advisor estimates the fair value of our loan portfolio in accordance with the methodologies contained in our valuation guidelines approved by our Board. In general, the loan portfolio will be valued at amortized cost, subject to impairment testing. Since January 1, 2023, we have been required under GAAP to record a Current Expected Credit Loss (“CECL”) reserve on the CRE debt portfolio that will be adjusted at least quarterly. The analytical portion (which is based on a probability-weighted quantitative analytical model that considers the likelihood of default and loss-given-default for each individual loan) of the CECL reserve is excluded from the value of the loans. The value of the loans does include any specific reserves for collateral-dependent loans included in the CECL reserve amount. We believe this methodology is consistent with institutional valuation practices and provides an appropriate valuation for purposes of establishing a purchase and repurchase price for our shares of common stock as it relates to assets that are intended to be held to maturity.

•

Real Estate-Related Securities and Derivatives. Our real estate-related securities investments will generally focus on non-distressed public and private real estate debt, including, but not limited to, CMBS and other forms of debt. Additionally, we may make open market purchases of common stock in public equity REITs. We may also invest in derivatives. Our principal investments in derivative instruments may include investments in interest rate swaps, interest rate cap or floor contracts, futures or forward contracts, options or repurchase agreements. Our real estate-related securities and derivative investments are recorded at fair market value in our financial statements, in accordance with ASC Topic 820. The valuation of these assets is obtained from market quotations obtained from third-party pricing service providers or broker-dealers. Pursuant to the valuation guidelines adopted by our Board, if market quotations are not readily available (or are otherwise not reliable for a particular investment), the fair value is determined in good faith by our Advisor. Due to the inherent uncertainty of these estimates, estimates of fair value may differ from the values that would have been used had a ready market for these investments existed and the differences could be material. Market quotes are considered not readily available in circumstances where there is an absence of current or reliable market-based data (e.g., trade information, bid/ask information, or broker-dealer quotations). Our Board has delegated to our Advisor the responsibility for monitoring significant events that may materially affect the values of our real estate-related securities and derivative investments and for determining whether the value of the applicable investments should be reevaluated in light of such significant events.

•

Valuation of Liquid Non-Real Estate-Related Assets. Our liquid non-real estate-related assets are recorded at fair market value in our financial statements, in accordance with ASC Topic 820. The valuation of these assets is based on market prices obtained from third-party pricing services or as published in nationally recognized sources such as Bloomberg.

Valuation of Properties

•

Wholly Owned Properties. For real properties we own, our Advisor has developed a valuation plan with the objective of having each of our wholly owned properties valued at least annually by an appraisal, except for newly acquired properties as described below, with appraisals scheduled over the course of a year. We rely on property-level information provided by our Advisor, including but not limited to (1) historical and projected operating revenues and expenses of the property, (2) lease agreements with respect to the property and (3) information regarding recent or planned capital expenditures. Appraisals will be performed in accordance with the Internal Revenue Code of Ethics and the Uniform Standards of Professional Appraisal Practices, the real estate appraisal industry standards created by The Appraisal Foundation. Each appraisal must be reviewed, approved and signed by an individual with the professional designation of MAI (Member of the Appraisal Institute). Newly acquired wholly owned properties will initially be valued at cost and thereafter will join the annual appraisal cycle during the year following the first full calendar year in which we own the property. Development assets, if any, will be valued at cost plus capital expenditures and will join the annual appraisal cycle upon stabilization. Acquisition costs and expenses incurred in connection with the acquisition of multiple wholly owned properties that are not directly related to any single wholly owned property generally will be allocated among the applicable wholly owned properties pro rata based on relative values. Properties purchased as a portfolio or held in a joint venture that acquires properties over time may be valued as a single asset. Each individual appraisal report for our assets will be addressed solely to our company to assist in providing our monthly portfolio valuation.

Our valuation reports are not addressed to the public and may not be relied upon by any other person to establish an estimated value of our common stock and do not constitute a recommendation to any person to purchase or sell any shares of our common stock. In preparing our NAV calculation, our Advisor does not solicit third-party indications of interest for our common stock in connection with possible purchases thereof or the acquisition of all or any part of our company. Real estate appraisals are reported on a free and clear basis (for example no mortgage), irrespective of any property-level financing that may be in place. The primary methodology used to value properties is the income approach, whereby value is derived by determining the present value of an asset’s stream of future cash flows (for example, discounted cash flow analysis). Consistent with industry practices, the income approach incorporates subjective judgments regarding comparable rental and operating expense data, the capitalization or discount rate, and projections of future rent and expenses based on appropriate evidence. Other methodologies that may also be used to value properties include sales comparisons and replacement cost approaches. Because the appraisals involve subjective judgments, the fair value of our assets, which is included in our NAV, may not reflect the liquidation value or net realizable value of our properties.

•

Properties Held Through Joint Ventures. Properties held through joint ventures will be valued in a manner that is consistent with the guidelines described above for wholly owned properties. Once the value of a property held by the joint venture is determined by an independent appraisal, the value of our interest in the joint venture is then determined by applying the distribution provisions of the applicable joint venture agreements to the value of the underlying property held by the joint venture.

Liabilities

We include the fair value of our liabilities as part of our NAV calculation. Our liabilities generally include portfolio-level credit facilities, the fees payable to our Advisor and the Dealer Manager, accounts payable, accrued operating expenses, property-level mortgages, reserves for future liabilities and other liabilities. All liabilities are valued using widely accepted methodologies specific to each type of liability. Our debt is typically valued at fair value in accordance with GAAP. Our aggregate monthly NAV will be reduced to reflect the accrual of the liability to pay any declared (and unpaid) distributions for all classes of common stock. Liabilities allocable to a specific class of shares will only be included in the NAV calculation for that class.

NAV and NAV Per Share Calculation

Each class of our common stock, including Class P common stock that was not offered to the public, has an undivided interest in our assets and liabilities, other than class-specific liabilities. Our NAV is calculated by the independent valuation advisor for each of these classes. Our Advisor is responsible for reviewing and confirming our NAV, and overseeing the process around the calculation of our NAV, in each case, as calculated by the independent valuation advisor. Because stockholder servicing fees allocable to a specific class of shares will only be included in the NAV calculation for that class, the NAV per share for our share classes may differ.

At the end of each month, before taking into consideration class-specific expense accruals for that month, any change in our aggregate NAV (whether an increase or decrease) is allocated among each class of shares based on each class’s relative percentage of the previous aggregate NAV plus issuances of shares that were effective on the first business day of such month and issuances of shares under our DRP and less repurchases under our SRP during such month (if any). The NAV calculation is generally available within 15 calendar days after the end of the applicable month. Changes in our monthly NAV include, without limitation, accruals of our net portfolio

income, interest expense, the management fee, any accrued performance fee, distributions, unrealized/realized gains and losses on assets, provisions for credit losses recorded on specific loans, any applicable organization and offering costs and any expense reimbursements. Changes in our monthly NAV also include material non-recurring events, such as capital expenditures and material property acquisitions and dispositions occurring during the month. On an ongoing basis, our Advisor will adjust the accruals to reflect actual operating results and the outstanding receivable, payable and other account balances resulting from the accumulation of monthly accruals for which financial information is available.

For the purpose of calculating our NAV, offering costs are expenses we incur as we raise proceeds in our public and private offerings. For GAAP purposes, these costs are deducted from equity when incurred. For the NAV calculation, all of the offering costs from our public and private offerings incurred through July 17, 2019 (the “NAV Pricing Date”) were added back to equity and amortized into equity monthly over the 60 months beginning with the first full month that follows the NAV Pricing Date. Following the NAV Pricing Date, offering costs are included in the NAV calculation as and when incurred.

Following the aggregation of the NAV of our investments, the addition of any other assets (such as cash on hand) and the deduction of any other liabilities, the independent valuation advisor incorporates any class-specific adjustments to our NAV, including additional issuances and repurchases of our common stock and accruals of class-specific stockholder servicing fees. For each applicable class of shares, the stockholder servicing fees are calculated as a percentage of the aggregate NAV for such class of shares. NAV per share for each class is calculated by dividing such class’s NAV at the end of each month by the number of shares outstanding for that class at the end of such month.

The combination of the Class A NAV, Class T NAV, Class S NAV, Class D NAV, Class I NAV and Class P NAV equals the value of our assets less our liabilities, which include certain class-specific liabilities. Our Advisor calculates the value of our investments as directed by our valuation guidelines based upon values received from various sources, including independent valuation services. Our Advisor, with assistance from our Sub-Advisor, is responsible for information received from third parties that is used in calculating our NAV.

Limits on the Calculation of Our Per Share NAV

The overarching principle of our valuation guidelines is to produce reasonable estimated values for each of our investments (and other assets and liabilities). However, the majority of our assets consist of real estate loans and, as with any real estate valuation protocol and as described above, the valuation of our loans (and other assets and liabilities) is based on a number of judgments, assumptions and opinions about future events that may or may not prove to be correct. The use of different judgments, assumptions or opinions would likely result in a different estimate of the value of our real estate loans (and other assets and liabilities). Any resulting potential disparity in our NAV per share may be in favor of stockholders whose shares are repurchased, existing stockholders or new purchasers of our common stock, as the case may be, depending on the circumstances at the time (for cases in which our transaction price is based on NAV).

Additionally, while the methodologies contained in our valuation guidelines are designed to operate reliably within a wide variety of circumstances, it is possible that in certain unanticipated situations or after the occurrence of certain extraordinary events (such as a significant disruption in relevant markets, a terrorist attack or an act of nature), our ability to calculate NAV may be impaired or delayed, including, without limitation, circumstances where there is a delay in accessing or receiving information from vendors or other reporting agents upon which we may rely upon in determining the monthly value of our NAV. In these circumstances, a more accurate valuation of our NAV could be obtained by using different assumptions or methodologies. Accordingly, in special situations when, in our Advisor’s reasonable judgment, the administration of the valuation guidelines would result in a valuation that does not represent a fair and accurate estimate of the value of our investment, alternative methodologies may be applied, provided that our Advisor must notify our Board at the next scheduled board meeting of any alternative methodologies utilized and their impact on the overall valuation of our investment. We include no discounts to our NAV for the illiquid nature of our shares, including the limitations under our SRP and our ability to suspend or terminate our SRP at any time. Our NAV generally does not consider exit costs that would likely be incurred if our assets and liabilities were liquidated or sold. While we may use market pricing concepts to value individual components of our NAV, our per share NAV is not derived from the market pricing information of open-end real estate funds listed on stock exchanges. Our NAV does not represent the fair value of our assets less liabilities under GAAP.

Liquidity and Capital Resources

Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to pay distributions to our stockholders, fund investments, originate loans, repay borrowings, and other general business needs including the payment of our operating and administrative expenses.

Our primary sources of funds for liquidity consist of net cash provided by operating activities, repayments of our outstanding loans by borrowers, proceeds from repurchase agreements and other financing arrangements and potential future issuances of equity and/or debt securities. As of March 31, 2026, we had $80 million in unrestricted cash, $311 million in available capacity on our borrowing facilities and $20 million in available borrowing capacity from our revolving credit letter agreements with IREIC and Sound Point.

Our primary liquidity needs include originating new loans, advances on our current loan portfolio, commitments to repay the principal and interest on our borrowings, funding our operations and distributions to our stockholders. We believe we have sufficient liquidity to meet our current needs. In the future we may seek additional sources of liquidity to fund our growth which may include the sale of common or preferred stock or additional financing through repurchase agreements, collateralized loan obligations, sale of loan participations or other borrowings.

Cash Flow Analysis


	Three months ended March 31,
	2026			2025
Net cash provided by operating activities	$	1,971		$	2,828
Net cash provided by (used in) investing activities		13,823			(723	)
Net cash used in financing activities		(12,273	)		(7,531	)
Net increase (decrease) in cash and cash equivalents and restricted cash	$	3,521		$	(5,426	)

We experienced a net increase in cash and cash equivalents and restricted cash of $3,521 for the three months ended March 31, 2026 compared to a net decrease of $5,426 for the three months ended March 31, 2025. During the three months ended March 31, 2026, we funded $11,400 on a new loan, received $25,916 in principal payments from our loans, received $8,550 from repurchase agreements, paid down $16,873 on repurchase agreements and paid distributions of $4,648.

Repurchase Agreements and Mortgage Loan Payable

On May 6, 2019, we, through our wholly owned subsidiary, entered into an uncommitted master repurchase agreement (the “JPM Repo Facility”) with JPMorgan Chase Bank, National Association (“JPM”). The JPM Repo Facility provides up to $150,000 in advances that we expect to use to finance the acquisition or origination of eligible loans and participation interests therein. Advances made prior to December 2021 under the JPM Repo Facility accrue interest at per annum rates equal to the sum of (i) the applicable LIBOR index rate plus (ii) a margin of between 1.75% to 2.50% with no floor, depending on the attributes of the purchased assets. Advances made subsequent to December 2021 under the JPM Repo Facility accrue interest at per annum rates equal to the sum of SOFR plus an agreed upon margin. As of March 31, 2026, all of the advances made under the JPM Repo Facility were indexed to SOFR and have margins between 1.85% and 2.50% with a floor between 0.00% and 3.00%. In May 2022, the maturity date of the JPM Repo Facility was extended to May 6, 2023. On May 5, 2023, we entered into an amendment that extended the maturity date to May 6, 2026, with the option to extend the maturity date further to May 6, 2028 subject to two optional one-year extensions. The amendment also increased the maximum facility amount to $526,076. On May 5, 2026, we exercised our option to extend the maturity date to May 6, 2027. The JPM Repo Facility is subject to certain financial covenants. We were in compliance with all financial covenant requirements as of March 31, 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 our assets are paid off and re-drawn as advances against new assets.

The tables below show details of the JPM Repo Facility as of March 31, 2026 and December 31, 2025:


March 31, 2026									Weighted Average
	Committed Financing		Amount Outstanding (1)		Accrued Interest Payable		Collateral Pledged		Interest Rate			Days to Maturity
JPM Repo Facility	$	526,076	$	215,074	$	507	$	302,334		6.07	%		767


December 31, 2025									Weighted Average
	Committed Financing		Amount Outstanding (1)		Accrued Interest Payable		Collateral Pledged		Interest Rate			Days to Maturity
JPM Repo Facility	$	526,076	$	223,397	$	534	$	316,849		6.15	%		857

(1)

Excludes $0 of unamortized debt issuance costs as of March 31, 2026 and December 31, 2025.

Mortgage Loan Payable

On September 30, 2025, we 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 Arbor Mist property. As of March 31, 2026, we 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 we have 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. As of March 31, 2026, the carrying value of the mortgage loan payable was $23,978.

Loan Participations Sold

On November 15, 2021, we sold a non-recourse senior participation interest in nine 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 our subordinate interest. As the directing participant in the loan participation agreement, we are 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. We require 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 our approval is required by the underlying mortgage documents. We remain the directing participant unless certain conditions are met related to losses on the property or if the mortgagor is one of our affiliates. In the former case, we 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 us and then to the third party. If the underlying mortgage is in default, we will have the option to purchase the third party’s participation interest and remove it from the loan participation agreement.

On July 2, 2025, we acquired legal title to an office property through a non-judicial foreclosure transaction. On July 2, 2024, we acquired legal title to two office properties through non-judicial foreclosure transactions. Both the underlying loans were subject to loan participation agreements. Upon foreclosure, we are 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 tables detail our loan participations sold as of March 31, 2026 and December 31, 2025:

      
     March 31, 2026

     Loan Participations Sold

     Count

     Principal Balance

     Book Value

     Yield/Cost (1)

     Guarantee (2)

     Weighted Average Maximum Maturity (4)

Total Loans

1

12,700

10,382

SOFR+4.7%

n/a

n/a

Senior participations (3) (5)

3

47,715

47,715

SOFR+2.0%

n/a

n/a


	December 31, 2025
Loan Participations Sold	Count		Principal Balance		Book Value		Yield/Cost (1)	Guarantee (2)	Weighted Average Maximum Maturity (4)
Total Loans		1	$	12,700	$	12,731	SOFR+4.7%	n/a		0.11
Senior participations (3) (5)		3	$	47,009	$	47,009	SOFR+2.0%	n/a		0.11
____________

(1)

(2)

As of March 31, 2026 and December 31, 2025, the loan participations sold were non-recourse to us.

(3)

During the three months ended March 31, 2026 and 2025, we recorded $739 and $764, respectively, of interest expense related to loan participations sold.

(4)

(5)

Includes participation interest related to the foreclosed properties described above.

Revolving Credit Liquidity Letter Agreements

IREIC, our 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 us 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. Use of the IREIC-Sound Point Commitments is limited to satisfying requirements to maintain cash or cash equivalents under our repurchase and other borrowing arrangements.

Distributions

Common Stock

The table below presents the aggregate annualized and monthly distributions declared by record date for all classes of shares of common stock since January 1, 2025. The amount of distributions that we may pay in the future is not certain.


Record date	Aggregate annualized gross distribution declared per share		Aggregate monthly gross distribution declared per share
January 31, 2025	$	1.2500	$	0.1042
February 28, 2025	$	1.2500	$	0.1042
March 31, 2025	$	1.2500	$	0.1042
April 30, 2025	$	1.2500	$	0.1042
May 31, 2025	$	1.2500	$	0.1042
June 30, 2025	$	1.2500	$	0.1042
July 31, 2025	$	1.2500	$	0.1042
August 31, 2025	$	1.2500	$	0.1042
September 30, 2025	$	1.2500	$	0.1042
October 31, 2025	$	1.2500	$	0.1042
November 30, 2025	$	1.2500	$	0.1042
December 31, 2025	$	1.2500	$	0.1042
January 31, 2026	$	1.2500	$	0.1042
February 28, 2026	$	1.2500	$	0.1042
March 31, 2026	$	1.2500	$	0.1042

The gross distribution was reduced each month for Class D and Class T of our 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 our common stock, please see “Note 10 – Transactions with Related Parties” in the notes to our consolidated financial statements included in this Quarterly Report on Form 10-Q. Since the IPO and through March 31, 2026, we have not issued any shares of Class S common stock.

The following table shows our monthly net distribution per share for shares of Class D and Class T common stock since January 1, 2025.


Record date	Monthly net distribution declared per share of Class D common stock		Monthly net distribution declared per share of Class T common stock
January 31, 2025	$	0.1007	$	0.0923
February 28, 2025	$	0.1010	$	0.0934
March 31, 2025	$	0.1007	$	0.0923
April 30, 2025	$	0.1008	$	0.0928
May 31, 2025	$	0.1007	$	0.0925
June 30, 2025	$	0.1009	$	0.0929
July 31, 2025	$	0.1007	$	0.0924
August 31, 2025	$	0.1007	$	0.0924
September 30, 2025	$	0.1009	$	0.0929
October 31, 2025	$	0.1009	$	0.0930
November 30, 2025	$	0.1010	$	0.0934
December 31, 2025	$	0.1009	$	0.0931
January 31, 2026	$	0.1012	$	0.0938
February 28, 2026	$	0.1015	$	0.0949
March 31, 2026	$	0.1012	$	0.0940

Series A Preferred Stock

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 table below shows the aggregate annualized and quarterly distributions declared on the Series A Preferred Stock by record date since January 1, 2025.


Record date	Aggregate annualized gross distribution declared per share		Aggregate quarterly gross distribution declared per share
March 15, 2025	$	1.6875	$	0.421875
June 15, 2025	$	1.6875	$	0.421875
September 15, 2025	$	1.6875	$	0.421875
December 15, 2025	$	1.6875	$	0.421875
March 15, 2026	$	1.6875	$	0.421875

Sources of Distributions to Common Stockholders


	Three months ended March 31,
	2026		2025
Distributions to Holders of Common Stock
Paid in cash	$	3,153	$	3,152
Reinvested in shares		—		—
Total distributions	$	3,153	$	3,152
Cash flows from operating activities	$	1,971	$	2,828

During the three months ended March 31, 2026 and 2025, 63% and 90%, respectively, of our common stock distributions were paid from cash flows from operating activities generated during the period, and the remainder was paid using cash generated during prior periods.

Critical Accounting Policies

There have been no material changes to our critical accounting policies set forth in our Annual Report on Form 10-K under the heading “Summary of Critical Accounting Policies and Estimates”.

Commercial Mortgage Loans Held for Investment and Allowance for Credit Losses

Loans held-for-investment are anticipated to be held until maturity, and reported at cost, net of allowance for credit losses, any unamortized acquisition premiums or discounts, loan fees and origination costs, as applicable. In accordance with ASU 2016-13,

Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, we use a probability-weighted quantitative analytical model to estimate and recognize an allowance for credit losses on loans held-for-investment and their related unfunded commitments. We employed quarterly updated macroeconomic forecasts, which reflect expectations for overall economic output, interest rates, values of real estate properties and other factors, geopolitical instability and the Federal Reserve monetary policy impact on the overall U.S. economy and commercial real estate markets generally. These estimates may change in future periods based on available future macroeconomic data and might result in a material change in our future estimates of expected credit losses for our loan portfolio.

We consider loan investments that are both (i) expected to be substantially repaid through the operation or sale of the underlying collateral, and (ii) for which the borrower is experiencing financial difficulty, to be “collateral-dependent” loans. For loans that we determine foreclosure of the collateral is probable, we measure the expected losses based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. For collateral-dependent loans that we determine foreclosure is not probable, we apply a practical expedient to estimate expected losses using the difference between the collateral’s fair value (less costs to sell the asset if repayment is expected through the sale of the collateral) and the amortized cost basis of the loan.

For loans assigned a risk rating of “5,” we have determined that the recovery of the loan’s principal is collateral-dependent. Accordingly, these loans are assessed individually, and we elected to apply a practical expedient in accordance with ASU 2016-13. While utilizing the practical expedient for collateral-dependent loans, we estimate the fair value of the loan’s underlying collateral using the discounted cash flow method of valuation, less the estimated cost to foreclose and sell the property when applicable. The estimation of the fair value of the collateral property also involves using various Level 3 unobservable inputs, which are inherently uncertain and subjective, and are in part developed based on discussions with various market participants and management’s best estimates, which may vary depending on the information available and market conditions as of the valuation date. Selecting the appropriate inputs and assumptions requires significant judgment and consideration of various factors that are specific to the underlying collateral property being assessed. Our estimate of the fair value of the collateral property is sensitive to both the valuation methodology selected and inputs used in the analysis. As a result, the fair value of the collateral property used in determining the expected credit losses is subject to uncertainty and any actual losses, if incurred, could differ materially from the estimated provision for credit losses.

Interest income on loans held-for-investment is recognized at the loan coupon rate. Any premiums or discounts, loan fees, contractual exit fees and origination costs are amortized or accreted into interest income over the lives of the loans using the effective interest method. Generally, loans held-for-investment are placed on nonaccrual status when delinquent for more than 90 days or when determined not to be probable of full collection. Interest income recognition is suspended when loans are placed on nonaccrual status. Interest accrued, but not collected, at the date loans are placed on nonaccrual is reversed and subsequently recognized only to the extent it is received in cash or until it qualifies for return to accrual status. However, when there is doubt regarding the ultimate collectability of loan principal, all cash received is applied to reduce the carrying value of such loans. Loans held-for-investment are restored to accrual status only when contractually current or the collection of future payments is reasonably assured. We may make exceptions to placing a loan on nonaccrual status if the loan has sufficient collateral value and is in the process of collection or has been modified.

The allowance for credit losses is recorded in accordance with ASU 2016-13, and is a valuation account that is deducted from the amortized cost basis of loans held-for-investment on our consolidated balance sheets. Changes to the allowance for credit losses are recognized through net income (loss) on our consolidated statements of operations. The allowance is based on relevant information about past events, including historical loss experience, current portfolio, market conditions and reasonable and supportable forecasts for the duration of each respective loan. All loans held-for-investment within our portfolio have some amount of expected loss to reflect the GAAP principal underlying the CECL model that all loans have some inherent risk of loss, regardless of credit quality, subordinate capital or other mitigating factors.

Our loans typically include commitments to fund incremental proceeds to our borrowers over the life of the loan. Those future funding commitments are also subject to an allowance for credit losses. The allowance for credit losses related to future loan fundings is recorded as a component of “Accrued expenses and other liabilities” on our consolidated balance sheets, and not as an offset to the related loan balance. This allowance for credit losses is estimated using the same process outlined below for our outstanding loan balances, and changes in this component of the allowance for credit losses similarly flow through our consolidated statements of operations.

The allowance for credit losses is estimated on a quarterly basis and represents management’s estimates of current expected credit losses in our investment portfolio. Pools of loans with similar risk characteristics are collectively evaluated while loans that no longer share risk characteristics with loan pools are evaluated individually. Estimating an allowance for credit losses is inherently subjective, as it requires management to exercise significant judgment in establishing appropriate factors used to determine the allowance and a variety of subjective assumptions, including (i) determination of relevant historical loan loss data sets, (ii) the expected timing and amount of future loan fundings and repayments, (iii) the current credit quality of loans and operating performance of loan collateral and our expectations of performance, (iv) selecting the forecast for macroeconomic conditions and (v) determining the reasonable and supportable forecast period.

We estimate the analytical portion of our allowance for credit losses by using a probability-weighted quantitative analytical model that considers the likelihood of default and loss-given-default for each individual loan. The analytical model incorporates a third-party licensed database for over 100,000 commercial real estate loans. We license certain macroeconomic financial forecasts from a third-party to inform our view of the potential future impact that broader macroeconomic conditions may have on the performance of the loans held-for-investment. These macroeconomic factors include unemployment rates, interest rates, price indices for commercial property and other factors. We may use one or more of these forecasts in the process of estimating our allowance for credit losses. Selection of these economic forecasts requires significant judgment about future events that, while based on the information available to us as of the balance sheet date, are ultimately unknowable with certainty, and the actual economic conditions impacting our portfolio could vary significantly from the estimates we made for the periods presented. Significant inputs to our estimate of the allowance for credit losses include the reasonable and supportable forecast period and loan specific factors such as debt service coverage ratio, or DSCR, loan-to-value ratio, or LTV, remaining contractual loan term, property type and others. In addition, we also consider relevant loan-specific qualitative factors to estimate our allowance for credit losses.

Recent Accounting Pronouncements

For information related to recently issued accounting pronouncements, reference is made to “Note 2 – Summary of Significant Accounting Policies” which is included in our notes to consolidated financial statements included in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

As of March 31, 2026, we had no off-balance sheet arrangements that were reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources excluding future loan advance commitments as disclosed in “Note 8 – Commitments and Contingencies.

Subsequent Events

For information related to subsequent events, reference is made to “Note 14 – Subsequent Events,” which is included in our notes to consolidated financial statements included in this Quarterly Report on Form 10-Q.

Our Corporate Information

Our principal executive offices are located at 2901 Butterfield Rd., Oak Brook, Illinois 60523, our telephone number is (866) 694-6526 and our website is www.inland-investments.com/inpoint. From time to time, we may use our website as a distribution channel for material company information, including, for example, our position on any third-party tender offers for our securities. Our website is not incorporated by reference in or otherwise a part of this Quarterly Report on Form 10-Q. We will provide without charge a copy of this Quarterly Report on Form 10-Q upon written request delivered to our principal executive offices. We electronically file our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and all amendments to those reports with the SEC. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Credit Risk

Our investments are subject to a high degree of credit risk. Credit risk is the exposure to loss from loan defaults. Default rates are subject to a wide variety of factors, including, but not limited to, borrower financial condition, property performance, property management, supply/demand factors, construction trends, consumer behavior, regional economics, interest rates, the strength of the U.S. economy, and other factors beyond our control. All loans are subject to some risk of default. We manage credit risk through the underwriting process and investment structuring process, acquiring our investments at the appropriate discount to face value, if any, and establishing loss assumptions. We also carefully monitor the performance of the loans, as well as external factors that may affect their value.

Adverse economic conditions could negatively impact the commercial properties underlying our investments resulting in potential borrower delinquencies or defaults. If we fail to repay the lender at maturity, the lender has the right to immediately sell the collateral and pursue us for any shortfall if the sales proceeds are inadequate to cover the repurchase agreement financing.

Interest Rate Risk

Our market risk arises primarily from interest rate risk relating to interest rate fluctuations. Many factors including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control contribute to interest rate risk. To meet our short and long-term liquidity requirements, we may borrow funds at fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes in earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. We do not hold or issue derivative contracts for trading or speculative purposes. We do not have any foreign denominated investments, and thus, we are not exposed to foreign currency fluctuations.

As of both March 31, 2026 and December 31, 2025, our debt investment portfolio was 98% variable rate investments based on SOFR for various terms. Borrowings under our master repurchase agreements were short-term and at a variable rate. Both our investment portfolio and borrowings have minimum levels for SOFR known as interest rate floors. The floors were established when the loans and borrowings were originated based on market conditions. The following table quantifies the potential changes in interest income net of interest expense should interest rates increase or decrease by 25 or 50 basis points, assuming that our current balance sheet was to remain constant and no actions were taken to alter our existing interest rate sensitivity. The change from December 31, 2025 to March 31, 2026 was primarily due to the changes in the portfolio relating to origination, payoffs, paydowns and draws.


	Estimated Percentage Change in Interest Income Net of Interest Expense
Change in Rates	March 31, 2026			December 31, 2025
(-) 50 Basis Points		(3.24	)%		(3.50	)%
(-) 25 Basis Points		(1.62	)%		(1.75	)%
Base Interest Rate		0.00	%		0.00	%
(+) 25 Basis Points		1.62	%		1.75	%
(+) 50 Basis Points		3.24	%		3.50	%

For this analysis, SOFR was assumed to not fall below zero.

Item 4. Controls and Procedures

Controls and Procedures

In accordance with Exchange Act Rules 13a-15 and 15d-15, we evaluated, with the participation of our principal executive and principal financial officers, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the principal executive and principal financial officers have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) or Rule 15d-15(f)) during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

In the ordinary course of business, we may become subject to litigation. We have no knowledge of material legal proceedings pending or known to be contemplated against us at this time.

Item 1A. Risk Factors

There are no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Equity Securities

We did not have any sales of unregistered securities during the period covered by this Quarterly Report on Form 10-Q.

Use of Proceeds

On May 3, 2019, our 2019 Registration Statement on Form S-11 (File No. 333-230465) for our IPO of common stock of up to $2,350,000 in shares of Class A, Class T, Class S, Class D and Class I common stock, was declared effective under the Securities Act. The IPO terminated upon the commencement of the Second Public Offering. On April 28, 2022, we filed a Registration Statement on Form S-11 (File No. 333-264540) with the SEC, for our Second Public Offering, to register up to $2,200,000 in shares of common stock, which was declared effective by the SEC on November 2, 2022. Inland Securities Corporation served as our 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 DRP, effective as of February 10, 2023. The Second Public Offering terminated on November 1, 2025.

As of March 31, 2026, we had received net offering proceeds of $42.8 million from the IPO and Second Public Offering. The following table summarizes certain information about the Public Offerings’ proceeds ($ in thousands):


	Class A Shares		Class T Shares		Class S Shares		Class D Shares		Class I Shares		Total
Primary shares sold		794,715		464,881		—		53,815		489,069		1,802,480
Gross proceeds from primary offerings	$	19,695	$	11,309	$	—	$	1,237	$	10,999	$	43,240
Reinvestments of distributions		619		304		—		93		658		1,674
Total gross proceeds		20,314		11,613		—		1,330		11,657		44,914
Selling commissions and dealer manager fees		1,142		313		—		—		—		1,455
Stockholder servicing fees		—		547		—		98		—		645
Total expenses		1,142		860		—		98		—		2,100
Net offering proceeds (1)	$	19,172	$	10,753	$	—	$	1,232	$	11,657	$	42,814

(1)

Excludes company-level offering costs, net of reimbursements, of $4,637.

We primarily used the net offering proceeds from the Public Offerings to originate commercial real estate loans and purchase real estate securities on a levered basis, subject to our investment guidelines and to the extent consistent with maintaining our REIT qualification, and other general corporate purposes.

On September 15, 2021, our registration statement on Form S-11 (File No. 333-258802) for our Preferred Stock Offering of up to 3,500,000 shares of Series A Preferred Stock was declared effective under the Securities Act. Raymond James & Associates acted as representative of the underwriters. On September 22, 2021, we issued and sold 3,500,000 shares of our Series A Preferred Stock at a public offering price of $25.00 per share. In addition, on October 15, 2021, the underwriters partially exercised their over-allotment option and purchased an additional 100,000 shares of Series A Preferred Stock. The Series A Preferred Stock is listed on the New York Stock Exchange with the ticker symbol ICR PR A.

As of March 31, 2026, we received net offering proceeds of $86.3 million from our Preferred Stock Offering. The following table summarizes certain information about the proceeds from our Preferred Stock Offering ($ in thousands):


	Series A Preferred Stock
Primary shares sold		3,600,000
Gross proceeds from primary offering	$	90,000
Underwriting discounts and commissions		2,835
Other expenses		855
Total expenses		3,690
Net offering proceeds	$	86,310


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller Reporting Company	☒

Emerging Growth Company	☐


PART I FINANCIAL INFORMATION
Item 1.	Financial Statements

	Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	2

	Unaudited Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	3

	Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025	4

	Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	5

	Notes to Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43

Item 4.	Controls and Procedures	44

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	44

Item 1A.	Risk Factors	44

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 3.	Defaults Upon Senior Securities	46

Item 4.	Mine Safety Disclosures	46

Item 5.	Other Information	46

Item 6.	Exhibits	47

Signatures		48


Exhibit No.		Description

3.1		Articles of Amendment and Restatement of InPoint Commercial Real Estate Income, Inc. (filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 filed May 2, 2017 and incorporated by reference)
3.2		Articles of Amendment of InPoint Commercial Real Estate Income, Inc. (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed April 30, 2019 and incorporated by reference)
3.3		Articles Supplementary of InPoint Commercial Real Estate Income, Inc. (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed April 30, 2019 and incorporated by reference)
3.4		Certificate of Correction of InPoint Commercial Real Estate Income, Inc. (filed as Exhibit 3.4 to the Registrant’s Quarterly Report on Form 10-Q filed August 14, 2019 and incorporated by reference)
3.5		Articles Supplementary of InPoint Commercial Real Estate Income, Inc. designating the Series A Preferred Stock (filed as Exhibit 3.5 to the Registrant’s Form 8-A filed September 22, 2021 and incorporated by reference)
3.6		Bylaws of InPoint Commercial Real Estate Income, Inc. (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form 10 filed May 2, 2017 and incorporated by reference)
4.1		Amended and Restated Distribution Reinvestment Plan (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-11/A filed April 28, 2022 and incorporated by reference)
4.2		Form of certificate representing the Series A Preferred Stock (filed as Exhibit 4.1 to the Registrant’s Form 8-A filed September 22, 2021 and incorporated by reference)
31.1*		Certification of the Principal Executive Officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
31.2*		Certification of the Principal Financial Officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
32.1*		Certification of the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
32.2*		Certification of the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


	INPOINT COMMERCIAL REAL ESTATE INCOME, INC.

	By:	/s/ Denise C. Kramer
	Name:	Denise C. Kramer
	Title:	Chief Executive Officer
		(principal executive officer)
	Date:	May 8, 2026

	By:	/s/ Catherine L. Lynch
	Name:	Catherine L. Lynch
	Title:	Chief Financial Officer
		(principal financial officer)
	Date:	May 8, 2026