UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________ 

FORM 10-Q

_______________________________________________ 

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

Commission File Number 000-56564

Invesco Commercial Real Estate Finance Trust, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________

Maryland	92-1080856
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2300 N Field Street, Suite 1200 Dallas, Texas	75201
(Address of principal executive offices)	(Zip Code)

(972) 715-7400

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  ☒

As of November 8, 2024, there were 19,950,397 outstanding shares of common stock of Invesco Commercial Real Estate Finance Trust, Inc. comprised of 758,286 Class S common stock, 6,175,461 Class S-1 common stock, 752,747 Class D common stock, 3,257,956 Class I common stock, 889,662 Class E common stock, and 8,116,285 Class F common stock.

Invesco Commercial Real Estate Finance Trust, Inc.

Table of Contents

		Page
PART I FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	1
	Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023	2
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Common Stock for the three and nine months ended September 30, 2024 and 2023	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	47
PART II OTHER INFORMATION		48
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	48
Item 3.	Defaults Upon Senior Securities	49
Item 4.	Mine Safety Disclosures	49
Item 5.	Other Information	49
Item 6.	Exhibits	49

PART I

ITEM 1.                FINANCIAL STATEMENTS

Invesco Commercial Real Estate Finance Trust, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

$ in thousands except share amounts	September 30, 2024		December 31, 2023
ASSETS
Commercial real estate loan investments, at fair value (including pledged loans of $2,033,844 and $591,003, respectively)	$	2,043,967	$	613,503
Cash and cash equivalents	20,115		1,975
Restricted cash	13,229		23,566
Interest receivable	6,101		2,448
Due from affiliates	231		—
Derivative assets, at fair value	8		—
Other assets	730		151
Total assets	$	2,084,381	$	641,643
LIABILITIES
Secured lending agreements, at fair value	$	1,515,001	$	457,861
Term lending agreement, at fair value	90,380		—
Revolving credit facility, at fair value	—		14,000
Interest payable	4,558		1,687
Derivative liabilities, at fair value	221		—
Dividends and distributions payable (including $814 and $2,363 due to related party, respectively)	5,411		3,138
Accounts payable, accrued expenses and other liabilities	18,733		23,978
Due to affiliates	27,170		10,167
Total liabilities	1,661,474		510,831
Commitments and contingencies (See Note 13)
Redeemable common stock - related party (see Note 8)	$	66,024	$	105,340
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized:
12.5% Series A Cumulative Redeemable Preferred Stock, 228 shares issued and outstanding ($228 aggregate liquidation preference)	205		205
Common stock, Class S shares, $0.01 par value per share, 500,000,000 shares authorized	—		—
Common stock, Class S-1 shares, $0.01 par value per share, 500,000,000 shares authorized	49		11
Common stock, Class D shares, $0.01 par value per share, 500,000,000 shares authorized	—		—
Common stock, Class D-1 shares, $0.01 par value per share, 500,000,000 and no shares authorized, respectively	—		—
Common stock, Class I shares, $0.01 par value per share, 500,000,000 shares authorized	21		3
Common stock, Class E shares, $0.01 par value per share, 500,000,000 shares authorized	1		—
Common stock, Class F shares, $0.01 par value per share, 500,000,000 shares authorized	80		—
Additional paid-in capital	372,443		32,549
Accumulated other comprehensive income (loss)	1		—
Accumulated deficit	(15,917)		(7,296)
Total stockholders’ equity	356,883		25,472
Total liabilities, redeemable common stock and stockholders’ equity	$	2,084,381	$	641,643

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

1

,

Invesco Commercial Real Estate Finance Trust, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
$ in thousands except share and per share amounts	2024		2023		2024		2023
Net Interest Income
Commercial real estate loan interest income	$	29,889	$	6,051	$	65,444	$	7,571
Other interest income	534		21		1,362		21
Interest expense	(20,565)		(4,896)		(44,814)		(6,484)
Net interest income	9,858		1,176		21,992		1,108
Other Income (Expense)
Unrealized gain (loss) on commercial real estate loan investments, net	(273)		—		930		—
Unrealized gain (loss) on secured financing facilities, net	160		—		(762)		—
Gain (loss) on derivative instruments, net	(213)		—		(213)		—
Gain (loss) on foreign currency transactions, net	85		—		85		—
Commitment fee income, net of related party expense of $4,531, $8,049, $1,125 and $1,993 for the three and nine months ended September 30, 2024 and 2023, respectively	5,140		1,126		8,658		1,993
Other income	260		97		610		133
Total other income (expense), net	5,159		1,223		9,308		2,126
Expenses
Management and performance fees - related party	822		—		2,124		—
Debt issuance and other financing costs related to borrowings, at fair value	5,926		558		9,616		2,945
Organizational costs	8		86		27		690
General and administrative	2,214		1,067		5,172		1,643
Total expenses	8,970		1,711		16,939		5,278
Net income (loss)	6,047		688		14,361		(2,044)
Dividends to preferred stockholders	(7)		(3)		(21)		(4)
Net income (loss) attributable to common stockholders	$	6,040	$	685	$	14,340	$	(2,048)
Net income (loss)	$	6,047	$	688	$	14,361	$	(2,044)
Currency translation adjustment	1		—		1		—
Comprehensive income (loss)	6,048		688		14,362		(2,044)
Dividends to preferred stockholders	(7)		(3)		(21)		(4)
Comprehensive income (loss) attributable to common stockholders	$	6,041	$	685	$	14,341	$	(2,048)
Earnings (loss) per share:
Net income (loss) attributable to common stockholders
Basic	$	0.42	$	0.55	$	1.33	$	(4.88)
Diluted	$	0.42	$	0.55	$	1.33	$	(4.88)
Weighted average number of shares of common stock
Basic	14,499,660		1,245,585		10,817,646		420,007
Diluted	14,499,737		1,245,585		10,817,875		420,007

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

2

I

Invesco Commercial Real Estate Finance Trust, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Common Stock

(Unaudited)

	Series A Preferred Stock		Class S Common Stock		Class S-1 Common Stock		Class D Common Stock		Class D-1 Common Stock		Class I Common Stock		Class E Common Stock		Class F Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Accumulated Deficit)		Total Stockholders' Equity		Redeemable Common Stock
$ in thousands
Balance as of December 31, 2023	$	205	$	—	$	11	$	—	$	—	$	3	$	—	$	—	$	32,549	$	—	$	(7,296)	$	25,472	$	105,340
Net income (loss)	—		—		—		—		—		—		—		—		—		—		4,687		4,687		—
Issuance of common stock, net of offering costs	—		—		14		—		—		7		1		—		52,949		—		—		52,971		—
Common stock distribution reinvestment	—		—		—		—		—		—		—		—		773		—		—		773		—
Common stock dividends	—		—		—		—		—		—		—		—		—		—		(6,311)		(6,311)		—
Preferred stock dividends	—		—		—		—		—		—		—		—		—		—		(7)		(7)		—
Amortization of equity based compensation	—		—		—		—		—		—		—		—		17		—		—		17		—
Balance as of March 31, 2024	$	205	$	—	$	25	$	—	$	—	$	10	$	1	$	—	$	86,288	$	—	$	(8,927)	$	77,602	$	105,340
Net income (loss)	—				—		—		—		—		—		—		—		—		3,627		3,627		—
Issuance of common stock, net of offering costs	—		—		13		—		—		5		—		47		161,565		—		—		161,630		—
Issuance of redeemable common stock	—		—		—		—		—		—		—		—		—		—		—		—		145
Common stock distribution reinvestment	—		—		1		—		—		—		—		—		2,635		—		—		2,636		—
Common stock dividends	—		—		—		—		—		—		—		—		—		—		(7,249)		(7,249)		—
Preferred stock dividends	—		—		—		—		—		—		—		—		—		—		(7)		(7)		—
Amortization of equity based compensation	—		—		—		—		—		—		—		—		20		—		—		20		—
Repurchase of common stock	—		—		—		—		—		—		—		—		(29)		—		—		(29)		—
Repurchase of redeemable common stock	—		—		—		—		—		—		—		—		—		—		—		—		(100,000)
Adjustment to the carrying value of redeemable common stock	—		—		—		—		—		—		—		—		(175)		—		—		(175)		175
Balance as of June 30, 2024	$	205	$	—	$	39	$	—	$	—	$	15	$	1	$	47	$	250,304	$	—	$	(12,556)	$	238,055	$	5,660
Net income (loss)	—		—		—		—		—		—		—		—		—		—		6,047		6,047		—
Issuance of common stock, net of offering costs	—		—		10		—		—		5		—		32		118,030		—		—		118,077		—
Issuance of redeemable common stock	—		—		—		—		—		—		—		—		—		—		—		—		60,307
Common stock distribution reinvestment	—		—		—		—		—		1		—		1		4,401		—		—		4,403		—
Common stock dividends	—		—		—		—		—		—		—		—		—		—		(9,401)		(9,401)		—
Preferred stock dividends	—		—		—		—		—		—		—		—		—		—		(7)		(7)		—
Amortization of equity based compensation	—		—		—		—		—		—		—		—		19		—		—		19		—
Repurchase of common stock	—		—		—		—		—				—		—		(254)		—		—		(254)		—
Foreign currency translation adjustment	—		—		—		—		—		—		—		—		—		1		—		1		—
Adjustment to the carrying value of redeemable common stock	—		—		—		—		—		—		—		—		(57)		—		—		(57)		57
Balance as of September 30, 2024	$	205	$	—	$	49	$	—	$	—	$	21	$	1	$	80	$	372,443	$	1	$	(15,917)	$	356,883	$	66,024

3

I

	Series A Preferred Stock		Class S Common Stock		Class S-1 Common Stock		Class D Common Stock		Class I Common Stock		Class E Common Stock		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Total Stockholders' Equity		Redeemable Common Stock
$ in thousands
Balance at December 31, 2022	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Net income (loss)	—		—		—		—		—		—		—		(1,127)		(1,127)		—
Balance at March 31, 2023	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	(1,127)	$	(1,127)	$	—
Net income (loss)	—		—		—		—		—		—		—		(1,605)		(1,605)		—
Issuance of preferred stock, net of offering costs	100		—		—		—		—		—		—		—		100		—
Issuance of common stock, net of offering costs	—		—		—		—		—		—		47		—		47		—
Preferred stock dividends	—		—		—		—		—		—		—		(1)		(1)		—
Balance at June 30, 2023	$	100	$	—	$	—	$	—	$	—	$	—	$	47	$	(2,733)	$	(2,586)	$	—
Net income (loss)	—		—		—		—		—		—		—		688		688		—
Issuance of common stock, net of offering costs	—		—		—		—		—		—		(38)		—		(38)		—
Issuance of redeemable common stock	—		—		—		—		—		—		—		—		—		85,340
Common stock dividends	—		—		—		—		—		—		—		(3,122)		(3,122)		—
Preferred stock dividends	—		—		—		—		—		—		—		(3)		(3)		—
Balance at September 30, 2023	$	100	$	—	$	—	$	—	$	—	$	—	$	9	$	(5,170)	$	(5,061)	$	85,340

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

4

Invesco Commercial Real Estate Finance Trust, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
$ in thousands
Cash flows from operating activities:
Net income (loss)	$	14,361	$	(2,044)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Unrealized (gain) loss on commercial real estate loan investments, net	(930)		—
Unrealized (gain) loss on secured financing facilities, net	762		—
(Gain) loss on derivative instruments, net	213		—
Unrealized (gain) loss on foreign currency transactions	(34)		—
Debt issuance costs	7,430		2,945
Amortization of equity based compensation	56		—
Change in operating assets and liabilities:
Increase in operating assets	(4,311)		(1,452)
(Increase) decrease in due from affiliates	(231)		539
Increase in operating liabilities	5,852		1,482
Increase in due to affiliates	12,543		3,197
Net cash provided by operating activities	35,711		4,667
Cash flows from investing activities:
Originations and fundings of commercial real estate loans	(1,429,500)		(378,970)
Net cash used in investing activities	(1,429,500)		(378,970)
Cash flows from financing activities:
Proceeds from revolving credit facility	686,000		225,300
Repayment of revolving credit facility	(700,000)		(197,300)
Proceeds from secured financing facilities	1,602,895		267,839
Repayment of secured financing facilities	(456,137)		—
Proceeds from issuance of common stock, net of offering costs	313,643		9
Proceeds from issuance of preferred stock, net of offering costs	—		100
Proceeds from issuance of redeemable common stock	60,000		85,340
Repurchase of common stock	(283)		—
Repurchase of redeemable common stock	(100,000)		—
Subscriptions received in advance	13,198		5,379
Repayment of related party loan	—		(30)
Cash paid for debt issuance costs	(4,828)		(998)
Payments of dividends	(12,897)		(2,222)
Net cash provided by financing activities	1,401,591		383,417
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1		—
Net change in cash, cash equivalents and restricted cash	7,803		9,114
Cash, cash equivalents and restricted cash, beginning of period	25,541		30
Cash, cash equivalents and restricted cash, end of period	$	33,344	$	9,144
Supplemental disclosures:
Interest paid	$	41,943	$	5,371
Non-cash investing and financing activities:
Dividends and distributions declared not paid	$	5,411	$	904
Common stock distribution reinvestment	$	7,812	$	—
Issuance of redeemable common stock for payment of management fees	$	452	$	—
Adjustment to carrying value of redeemable common stock	$	232	$	—
Deferred offering costs due to affiliate	$	(78)	$	1,009
Offering costs due to affiliates	$	4,453	$	—
Debt issuance costs due to affiliate	$	460	$	—

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

5

Invesco Commercial Real Estate Finance Trust, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.Organization and Business Purpose

Invesco Commercial Real Estate Finance Trust, Inc. (the “Company” or “we”) is a Maryland corporation incorporated in October 2022. Our primary investment strategy is to originate, acquire and manage a diversified portfolio of loans and debt-like preferred equity interests secured by, or unsecured but related to, commercial real estate. We commenced investing activities in May 2023 and have one operating segment.

We are externally managed by Invesco Advisers, Inc. (the “Adviser”), a registered investment adviser and an indirect, wholly-owned subsidiary of Invesco Ltd. (“Invesco”), an independent global investment management firm.

We elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2023. We operate our business in a manner that permits our exclusion from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

We are engaging in a continuous, unlimited private offering of our common stock to “accredited investors” (as defined by Rule 501 under the Securities Act) (the “Continuous Offering”) under exemptions provided by Section 4(a)(2) of the Securities Act and applicable state securities laws.

2.Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Certain disclosures included in our Annual Report on Form 10-K are not required to be included on an interim basis in our quarterly reports on Form 10-Q. We have condensed or omitted these disclosures. Therefore, this Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023.

Our condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and consolidate the financial statements of the Company and its controlled subsidiaries. All significant intercompany transactions, balances, revenues and expenses are eliminated upon consolidation. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for a fair statement of our financial condition and results of operations for the period presented.

Reclassifications

Certain prior period reported amounts have been reclassified to be consistent with the current presentation. Such reclassifications have no impact on total assets, net income or equity attributable to common stockholders.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Examples of estimates may include, but are not limited to, estimates of the fair values of financial instruments and estimated payment periods for certain stockholder servicing fee liabilities. Actual results may differ from those estimates.

Significant Accounting Policies

With the exception of the below, there have been no changes to our accounting policies included in Note 2 to the consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2023.

Restricted Cash

Restricted cash represents (i) cash deposited with our transfer agent for investor subscriptions received prior to the date the subscriptions are effective and (ii) cash held by foreign subsidiaries that cannot be used to pay dividends without local regulatory authority approval.

6

Translation of Foreign Currencies

The U.S. dollar is the functional currency of our consolidated entities operating in the United States. The functional currency of our consolidated entities outside of the United States is generally the principal currency of the economic environment in which the entity primarily generates and expends cash. We translate the financial statements of consolidated entities whose functional currency is not the U.S. dollar into U.S. dollars. We translate assets and liabilities at the exchange rate in effect as of the financial statement date and translate income statement accounts using the weighted average exchange rate for the period. We include translation adjustments from currency exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of stockholders’ equity. We report gains and losses from currency exchange rate changes for intercompany receivables and payables that are not of a long-term investment nature, as well as for third-party transactions, as gain (loss) on foreign currency transactions, net in the condensed consolidated statement of comprehensive income.

Accounting for Derivative Financial Instruments

We use currency forward contracts to manage foreign currency exchange risk and report them at fair value on our condensed consolidated balance sheet. Our currency forward contracts are valued by an independent pricing service based on contractual cash flows and quoted foreign currency rates available in an active market. When determining the fair value of our forward currency contracts as of each measurement date, we consider the effect of counterparty nonperformance risk as a part of the valuation process and include a credit risk adjustment where appropriate.

We recognize changes in fair value of our derivatives in our condensed consolidated statement of comprehensive income as gain (loss) on derivative instruments, net. None of our derivative transactions have been designated as hedging instruments for accounting purposes.

Secured Financing Facilities

We have financed our investments in commercial real estate loans primarily through the use of repurchase agreements and term lending agreements. These financing transactions are secured by our commercial real estate loan investments; therefore, we treat repurchase agreements and term lending agreements as collateralized financing transactions and carry both repurchase agreements and term lending agreements at fair value in our condensed consolidated financial statements. Because we elected the fair value option for repurchase agreements and term lending agreements, we record changes in fair value as unrealized gain (loss) on secured financing facilities, net in our condensed consolidated statements of comprehensive income. We account for our repurchase agreements and term lending agreements as secured borrowings because we maintain effective control over the commercial real estate loans that we have financed.

Debt Issuance and Other Financing Costs

We finance our investments using a variety of debt instruments. When we incur debt issuance costs prior to a debt facility closing, we expense the costs as incurred if we intend to elect the fair value option to account for the debt facility and the closing is probable as of the balance sheet date. When we incur financing costs on our existing debt facilities for which we have elected the fair value option, we expense the costs as incurred.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Standards Accounting Board issued an accounting standards update intended to improve reportable segment disclosure requirements on an annual and interim basis. The amendments require, among other items, enhanced disclosures around significant segment expenses regularly provided to the chief operating decision maker (“CODM”), as well as the CODM's title and position. Additionally, the amendments expand the scope of all segment reporting disclosure requirements to include those entities with only a single operating segment, such as us.

We are required to implement the amendments in our consolidated financial statements for the year ended December 31, 2024 and for interim periods thereafter. The amendments must be applied on a retrospective basis and early adoption is permitted.

7

3.Commercial Real Estate Loan Investments

The table below summarizes our investments in commercial real estate loans as of September 30, 2024 and December 31, 2023.

$ in thousands
Loan Type	Loan Amount(1)		Principal Balance Outstanding		Fair Value		Weighted Average Interest Rate(2)		Weighted Average Life (years)(3)
September 30, 2024
Senior loans(4)	$	2,289,178	$	2,043,187	$	2,043,967	7.98	%	4.40
Total	$	2,289,178	$	2,043,187	$	2,043,967	7.98	%	4.40
December 31, 2023
Senior loans(4)	$	671,406	$	613,503	$	613,503	8.53	%	4.69
Total	$	671,406	$	613,503	$	613,503	8.53	%	4.69

(1)Loan amount consists of outstanding principal balance plus unfunded loan commitments.

(2)Represents weighted average interest rate of the most recent interest period in effect for each loan as of period end. Domestic loans earn interest at the one-month Term Secured Overnight Financing Rate (“SOFR”) plus a spread. Euro denominated loans earn interest at three-month Euribor plus a spread. Our loan denominated in British pounds sterling earns interest at three-month Sterling Overnight Index Average (“SONIA”) plus a spread.

(3)Assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions, as defined in the respective loan agreement.

(4)Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans and accommodation mezzanine loans in connection with the senior mortgage financing.

The tables below detail the property type and geographic location of the properties securing our commercial real estate loans as of September 30, 2024 and December 31, 2023.

$ in thousands	September 30, 2024				December 31, 2023
Property Type	Fair Value		Percentage		Fair Value		Percentage
Multifamily	$	1,070,542	52.3	%	$	346,760	56.5	%
Industrial	923,304		45.2	%	266,743		43.5	%
Self-storage	50,121		2.5	%	—		—	%
Total	$	2,043,967	100.0	%	$	613,503	100.0	%

$ in thousands	September 30, 2024				December 31, 2023
Geographic Location	Fair Value		Percentage		Fair Value		Percentage
United States:
West	$	598,479	29.3	%	$	311,852	50.8	%
South	497,035		24.3	%	173,991		28.4	%
East	346,827		17.0	%	127,660		20.8	%
Various U.S.(1)	297,140		14.5	%	—		—	%
Total	$	1,739,481	85.1	%	$	613,503	100.0	%
Europe:
France(2)	$	91,241	4.5	%	$	—	—	%
Spain(2)	102,124		5.0	%	—		—	%
United Kingdom(3)	111,121		5.4	%	—		—	%
Total	$	304,486	14.9	%	$	—	—	%
Total	$	2,043,967	100.0	%	$	613,503	100.0	%

(1) Various U.S. includes self-storage and industrial portfolios with multiple locations throughout the United States.

(2) Our European loans that are collateralized by industrial commercial real estate in France and Spain are denominated in Euros and have a fair value of €81.8 million and €91.5 million, respectively, as of September 30, 2024.

(3) Our European loan that is collateralized by industrial commercial real estate in the United Kingdom is denominated in British pounds sterling and has a fair value of £83.0 million as of September 30, 2024.

The weighted average loan-to-value ratio, a metric utilized in the fair value measurement of our commercial real estate loan investments, for our loan investments at September 30, 2024 was approximately 66% based on the loan principal amount and the independent property appraisals.

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4.Borrowings

The table below summarizes our borrowing arrangements as of September 30, 2024 and December 31, 2023. Our borrowing arrangements include secured lending and term lending agreements (collectively, our secured financing facilities) and a revolving credit facility.

			September 30, 2024									December 31, 2023
$ in thousands	Current Maturity	Extension Options(1)	Weighted Average Interest rate(2)	Maximum Facility Size		Available Balance		Amount Outstanding		Fair Value		Amount Outstanding		Fair Value
Term Lending Agreement
INCREF Lending II	Match-term	Match-term	7.33%	$	300,000	$	209,620	$	90,380	$	90,380	$	—	$	—
Secured Lending Agreements
Term Financing
INCREF Lending I	Jul 2026	Jul 2029	7.13%	837,517		192,765		644,752		645,090		—		—
Repurchase Agreements
Morgan Stanley Bank N.A.(3)	May 2025	May 2027	7.36%	500,000		157,991		342,009		342,204		174,209		174,209
Citibank N.A.	Sep 2026	Sep 2028	6.24%	500,000		256,412		243,588		243,588		61,464		61,464
Barclays(3)	Apr 2027	Apr 2029	6.92%	500,000		316,983		183,017		183,050		—		—
Wells Fargo	May 2026	May 2029	7.01%	200,000		98,980		101,020		101,069		—		—
Bank of Montreal(3)	Jul 2025	Jul 2028	—%	25,000		25,000		—		—		222,188		222,188
Total secured financing facilities				$	2,862,517	$	1,257,751	$	1,604,766	$	1,605,381	$	457,861	$	457,861
Revolving Credit Facility(4)			8.26%	$	250,000	$	250,000	$	—	$	—	$	14,000	$	14,000

(1)    Assumes all available extension options are exercised.

(2)    Represents the weighted average interest rate in effect as of September 30, 2024.

(3)    Extension options for these facilities are subject to lender approval and compliance with certain financial and administrative covenants.

(4)    Maturity date is aligned with the Company’s ability to call remaining outstanding capital under the Invesco Subscription Agreement, as further explained below.

Borrowings denominated in U.S. dollars under our secured financing facilities and revolving credit facility bear interest at one-month SOFR plus a spread. Euro denominated borrowings bear interest at three-month Euribor plus a spread, and our British pounds sterling denominated borrowings bear interest at three-month SONIA plus a spread. Our secured financing facilities are subject to certain non-financial and financial covenants, including liquidity, tangible net worth and leverage covenants. We were in compliance with these covenants as of September 30, 2024.

Term Lending Agreement

In August 2024, we entered into a $300.0 million Facility Loan Program and Security Agreement with a financial institution (“INCREF Lending II”) that provides asset-based financing on a non-mark-to-market basis with partial recourse to us and match-term to the underlying loans.

We have pledged certain commercial real estate loan investments with a fair value of approximately $117.2 million as collateral for INCREF Lending II. We segregate the commercial real estate loans that we have pledged as collateral in our books and records. Our term lending agreement counterparty has the right to resell or repledge the collateral posted but has the obligation to return the pledged collateral upon maturity of the term lending agreement.

Secured Lending Agreements

In July 2024, we entered into a $837.5 million Master Repurchase Agreement with a financial institution (“INCREF Lending I”) that provides asset-based financing with partial recourse to us and does not provide the lender with margin call rights. The term of the facility matches the term of the underlying collateral up to two years and is subject to three additional one-year extension options that we we may exercise upon satisfaction of certain customary conditions and thresholds. We have pledged certain commercial real estate loan investments with a fair value of approximately $813.8 million as collateral for INCREF Lending I.

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We have also entered into traditional repurchase agreements with five financial institutions, as detailed in the table above. We have pledged certain commercial real estate loan investments with a fair value of approximately $1.1 billion as collateral for these agreements. Borrowings under our Citibank repurchase agreement are collateralized by European commercial real estate loans. The borrowings are denominated in Euros and British pound sterling and have a fair value of €138.6 million and £66.4 million, respectively, as of September 30, 2024.

We were not required to post any margin under our master repurchase agreements as of September 30, 2024 and December 31, 2023. A margin deficiency may generally result from either a decline in the underlying loan’s market value or a shortfall in operating performance of the property. We may finance multiple commercial loan investments under a repurchase agreement; therefore, a margin excess in one asset could help mitigate a margin deficiency in another asset under the same repurchase agreement. We intend to maintain a level of liquidity that will enable us to meet margin calls. Master repurchase agreements are recourse obligations.

Revolving Credit Facility

In August 2024, we entered into an amendment to our revolving credit facility that increased our maximum facility size to $250 million. Our revolving credit facility is secured by uncalled capital subscriptions under the terms of the Invesco Subscription Agreement, as described in Note 8 - “Redeemable Common Stock - Related Party”. Borrowings under the facility bear interest at one-month Term SOFR or the prime rate plus a spread. The revolving credit facility allows for the ability to obtain tranches of term financing in addition to general borrowings under an Uncommitted Tranche (as defined in the credit agreement). The Uncommitted Tranche is due on demand (15 business days after notice); any Funded Tranche (as defined in the credit agreement) is due no later than (a) three years from issuance or (b) 360 days after notice; and all amounts outstanding under the facility are due 30 days prior to the last date on which capital calls may be issued. The facility is prepayable without penalty.

Our revolving credit facility is subject to certain affirmative and negative non-financial and financial covenants, including a limitation on indebtedness. We were in compliance with these covenants as of September 30, 2024.

Counterparty Exposure

We have pledged certain commercial real estate loan investments as collateral for our secured financing facilities. If a secured financing counterparty were to default on its obligation to return the collateral, we would be exposed to potential losses to the extent the fair value of the collateral that we have pledged to the counterparty exceeded the amount loaned to us plus interest due to the counterparty. The following table summarizes our net exposure with those counterparties where the amount at risk exceeded 10.0% of stockholders’ equity as of September 30, 2024 and December 31, 2023.

$ in thousands	Outstanding Principal		Net Counterparty Exposure		Weighted Average Life (Years)(1)
September 30, 2024
Morgan Stanley Bank N.A	$	342,009	$	99,953	1.73
Citibank N.A.	888,340		229,898		4.59
Barclays	183,017		47,045		4.57
Total	$	1,413,366	$	376,896	3.89
December 31, 2023
Morgan Stanley Bank N.A	$	174,209	$	57,404	1.40
Citibank N.A.	61,464		15,366		3.42
Bank of Montreal	222,188		60,372		4.54
Total	$	457,861	$	133,142	3.19

(1) Assumes all extension options are exercised for borrowing facilities that may be extended at our option, subject to compliance with certain financial and administrative covenants.

10

Maturities

The following table shows the aggregate amount of maturities of our outstanding borrowings over the next five years and thereafter as of September 30, 2024:

Year	Secured Lending Agreements(1)		Term Lending Agreement(1)		Revolving Credit Facility		Total
$ in thousands
2024 (remaining)	$	—	$	—	$	—	$	—
2025	—		—		—		—
2026	342,009		—		—		342,009
2027	—		—		—		—
2028	243,588		—		—		243,588
2029	928,789		90,380		—		1,019,169
Thereafter	—		—		—		—
Total	$	1,514,386	$	90,380	$	—	$	1,604,766

(1) Assumes all extension options (as presented in Borrowings table above) are exercised for borrowing facilities that may be extended at our option, subject to compliance with certain financial and administrative covenants.

5.Loan Payable - Related Party

In December 2022, we entered into a revolving credit agreement with an affiliate of Invesco that provided for maximum borrowings of $30,000. Principal on loans made under the agreement is due nine months after the date each loan is made. We incur interest on loans made under the agreement at the short-term applicable federal rate in effect at the time each borrowing is made.

We repaid the loan, which had an outstanding balance of $30,000 and accrued interest expense in June 2023. We incurred $649 of interest expense on the loan in the nine months ended September 30, 2023.

6.Accounts Payable, Accrued Expenses and Other Liabilities

The following table details the components of accounts payable, accrued expenses and other liabilities as of September 30, 2024 and December 31, 2023.

$ in thousands	September 30, 2024		December 31, 2023
Accounts payable and accrued expenses	$	4,252	$	14
Subscriptions paid in advance (1)	13,198		23,566
Other liabilities	1,283		398
Total	$	18,733	$	23,978

(1) Represents subscriptions received by our transfer agent prior to the date the subscriptions are effective.

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7.Derivatives and Hedging Activities

Currency Forward Contracts

We enter into currency forward contracts to help mitigate the impact of changes in foreign currency exchange rates on our investments and financing transactions denominated in currencies other than the U.S. dollar. Despite being economic hedges, we have elected not to treat our foreign currency forwards as hedges for accounting purposes and, therefore, the realized and unrealized gains and losses associated with such instruments are included in gain (loss) on derivative instruments, net in our consolidated statements of comprehensive income.

The following table summarizes changes in the notional amount of our currency forward contracts during 2024:

	Local Currency
In thousands	Notional Amount as of December 31, 2023		Additions		Settlement, Termination, Expiration or Exercise		Notional Amount as of September 30, 2024		Notional Amount as of September 30, 2024
Buy USD / Sell EUR Forward	€	—	€	39,474	€	—	€	39,474	$	44,805
Buy USD / Sell GBP Forward	£	—	£	19,417	£	—	£	19,417	$	25,651

The table below presents the fair value of our currency forward contracts, as well as their classification on the condensed consolidated balance sheet as of September 30, 2024:

$ in thousands	Fair Value as of
	September 30, 2024
Derivative Assets	$	8
Derivative Liabilities	$	221

The following tables summarize the effect of currency forward contracts reported in gain (loss) on derivative instruments, net on the condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2024:

$ in thousands	Three Months Ended September 30, 2024
Derivatives not designated as hedging instruments	Realized gain (loss) on derivative instruments, net		Unrealized gain (loss), net		Gain (loss) on derivative instruments, net
Currency Forward Contracts	$	—	$	(213)	$	(213)

$ in thousands	Nine Months Ended September 30, 2024
Derivatives not designated as hedging instruments	Realized gain (loss) on derivative instruments, net		Unrealized gain (loss), net		Gain (loss) on derivative instruments, net
Currency Forward Contracts	$	—	$	(213)	$	(213)

8.Redeemable Common Stock - Related Party

Invesco Realty, Inc. (“Invesco Realty”), an affiliate of Invesco, has committed to purchase up to $300.0 million in shares of our common stock (the “Invesco Subscription Agreement”). We amended the terms of the Invesco Subscription Agreement in August 2024 in connection with an increase in the maximum borrowing amount under our revolving credit facility described in Note 4 - “Borrowings”. We may call (i) $150.0 million in capital in one or more closings through March 23, 2028 (the “Initial Commitment Amount”) and (ii) $150.0 million in additional capital (for a total of $300 million) if needed to avoid triggering any third party concentration limits associated with distribution or placement of our shares (the “Additional Commitment Amount’) or for purposes of repaying indebtedness drawn on a facility that is secured by uncalled capital subscriptions. We have pledged both the Initial Commitment Amount and the Additional Commitment Amount as security for our revolving credit line, and our revolving credit lender may call the Initial Commitment Amount and the Additional Commitment Amount to repay indebtedness.

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Invesco Realty may not submit its shares for repurchase under the share repurchase plan described in Note 9 - “Stockholders’ Equity” until the earlier of March 23, 2028 and the date that our aggregate NAV is at least $1.5 billion. We can only accept a repurchase request from Invesco Realty after all requests from unaffiliated stockholders have been fulfilled. We may elect to repurchase all or any portion of the shares acquired by Invesco Realty at any time at a per share price equal to the most recently determined NAV per share for each class (or another transaction price we believe reflects the NAV per share more appropriately than the prior month’s NAV per share). The Adviser or its affiliate must continue to hold at least $200,000 in shares for so long as Invesco or any affiliate thereof serves as our external adviser.

As of September 30, 2024, we may call $234.7 million of the $300.0 million of capital committed under the Invesco Subscription Agreement.

As discussed in Note 12 - “Related Party Transactions”, our management and performance fees are payable in cash or Class E shares at the option of the Adviser. Because the Adviser may elect to have the Company repurchase shares issued as payment for management fees or performance fees, we classify these shares as redeemable common stock. Class E shares issued to the Adviser as payment for management or performance fees are not subject to the repurchase limits of the Company’s share repurchase plan described in Note 9 - “Stockholders’ Equity,” any lockup period applicable to the Adviser, or any reduction penalty for an early repurchase. The Adviser also has the option to exchange Class E shares issued as payment for management or performance fees for Class S, Class S-1, Class D, Class D-1, Class F, or Class I shares. During the three months ended September 30, 2024, we issued 12,142 Class E shares to the Adviser as payment for the management fees payable as of June 30, 2024.

The following tables summarize the changes in redeemable common stock for the nine months ended September 30, 2024 and 2023:

$ in thousands	Class S Redeemable Common Shares		Class D Redeemable Common Shares		Class I Redeemable Common Shares		Class E Redeemable Common Shares		Total Redeemable Common Stock
Balance as of December 31, 2023	$	26,335	$	26,335	$	26,335	$	26,335	$	105,340
Issuance of redeemable common stock	—		—		—		—		—
Adjustment to carrying value of redeemable common stock	—		—		—		—		—
Balance as of March 31, 2024	$	26,335	$	26,335	$	26,335	$	26,335	$	105,340
Issuance of redeemable common stock	—		—		—		145		145
Repurchase of redeemable common stock	(25,000)		(25,000)		(25,000)		(25,000)		(100,000)
Adjustment to carrying value of redeemable common stock	35		35		13		92		175
Balance as of June 30, 2024	$	1,370	$	1,370	$	1,348	$	1,572	$	5,660
Issuance of redeemable common stock	15,000		15,000		15,000		15,307		60,307
Adjustment to carrying value of redeemable common stock	—		—		24		33		57
Balance as of September 30, 2024	$	16,370	$	16,370	$	16,372	$	16,912	$	66,024

$ in thousands	Class S Redeemable Common Shares		Class D Redeemable Common Shares		Class I Redeemable Common Shares		Class E Redeemable Common Shares		Total Redeemable Common Stock
Balance as of December 31, 2022	$	—	$	—	$	—	$	—	$	—
Issuance of redeemable common stock	—		—		—		—		—
Adjustment to carrying value of redeemable common stock	—		—		—		—		—
Balance as of March 31, 2023	$	—	$	—	$	—	$	—	$	—
Issuance of redeemable common stock	—		—		—		—		—
Adjustment to carrying value of redeemable common stock	—		—		—		—		—
Balance as of June 30, 2023	$	—	$	—	$	—	$	—	$	—
Issuance of redeemable common stock	21,335		21,335		21,335		21,335		85,340
Adjustment to carrying value of redeemable common stock	—		—		—		—		—
Balance as of September 30, 2023	$	21,335	$	21,335	$	21,335	$	21,335	$	85,340

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The following tables summarize the changes in our outstanding shares of redeemable common stock shares for the nine months ended September 30, 2024 and 2023:

	Class S Redeemable Common Shares	Class D Redeemable Common Shares	Class I Redeemable Common Shares	Class E Redeemable Common Shares	Total
Outstanding Shares as of December 31, 2023	1,052,487	1,052,487	1,052,487	1,052,464	4,209,925
Issuance of redeemable common stock	—	—	—	—	—
Outstanding Shares as of March 31, 2024	1,052,487	1,052,487	1,052,487	1,052,464	4,209,925
Issuance of redeemable common stock	—	—	—	5,792	5,792
Repurchase of redeemable common stock	(997,920)	(997,921)	(998,825)	(995,972)	(3,990,638)
Outstanding Shares as of June 30, 2024	54,567	54,566	53,662	62,284	225,079
Issuance of redeemable common stock	597,912	598,270	597,876	605,264	2,399,322
Outstanding Shares as of September 30, 2024	652,479	652,836	651,538	667,548	2,624,401

	Class S Redeemable Common Shares	Class D Redeemable Common Shares	Class I Redeemable Common Shares	Class E Redeemable Common Shares	Total
Outstanding Shares as of December 31, 2022	—	—	—	—	—
Issuance of redeemable common stock	—	—	—	—	—
Outstanding Shares as of March 31, 2023	—	—	—	—	—
Issuance of redeemable common stock	—	—	—	—	—
Outstanding Shares as of June 30, 2023	—	—	—	—	—
Issuance of redeemable common stock	853,400	853,400	853,400	853,400	3,413,600
Outstanding Shares as of September 30, 2023	853,400	853,400	853,400	853,400	3,413,600

For the three and nine months ended September 30, 2024, we recorded an increase to redeemable common stock and a decrease to additional paid-in-capital of $57,000 and $232,000, respectively, to adjust the value of the redeemable common shares outstanding to our September 30, 2024 NAV per share for each respective share class. The change in the redemption value does not affect income available to common stockholders.

9.Stockholders’ Equity

Stapled Unit Offerings of Preferred and Common Stock

As of September 30, 2024 and December 31, 2023, 111 Stapled Units and 117 New Stapled Units were issued and outstanding. Each Stapled Unit consists of one share of 12.5% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), one Class S share, one Class D share and one Class I share. Each New Stapled Unit consists of one share of Series A Preferred Stock and one Class S-1 share. The Stapled Unit and New Stapled Unit holders cannot separate the individual shares of stock that constitute the Stapled Unit and New Stapled Units and can only sell or transfer the Stapled Unit and New Stapled Units as a unit. Holders of Stapled Units and New Stapled Units are not eligible to participate in the share repurchase plan discussed below.

The Series A Preferred Stock has a liquidation value of $1,000 per share. Holders of our Series A Preferred Stock are entitled to receive dividends at an annual rate of 12.5% of the liquidation preference, or $125.00 per share per annum. Dividends are cumulative and payable annually. We can call the Series A Preferred Stock at any time through December 31, 2024 at a 5% redemption premium above the liquidation value. The Series A Preferred Stock has no redemption premium on or after January 1, 2025, and we can call the Series A Preferred Stock for $1,000 per share at any time on or after January 1, 2025. We can call the common shares issued in these offerings at any time at the current transaction price for the respective class of common stock. Each class of common shares is separately redeemable from the Series A Preferred Stock and each other class of common shares. If we elect to redeem any class of common shares included in the Stapled Unit or New Stapled Unit, we will redeem all common shares of that class included in the Stapled Units or New Stapled Units, as applicable.

Common Stock

In August 2024, we amended our charter to authorize the Company to issue 4,050,000,000 shares of stock consisting of 4,000,000,000 shares of common stock with a $0.01 par value per share and 50 million shares of preferred stock with a par value of $0.01 per share. Under our amended charter, we are authorized to issue 500 million shares of Class S common stock, 500 million shares of Class S-1 stock, 500 million shares of Class D common stock, 500 million shares of Class D-1 stock, 500

14

million shares of Class I common stock, 500 million shares of Class E common stock and 500 million shares of Class F common stock.

In December 2023, we entered into a subscription agreement (the “Class F Subscription Agreement”) with an institutional investor to purchase up to $200 million of Class F shares. As of September 30, 2024, we have called all of the institutional investor’s capital commitment. For a discussion of fees paid to the Adviser with respect to Class F shares, see Note 12 - “Related Party Transactions - Management Fee and Performance Fee”.

The table below summarizes the changes in our outstanding shares of common stock as of the nine months ended September 30, 2024 and 2023. We did not issue any Class D-1 Shares as of September 30, 2024.

	Nine Months Ended September 30, 2024
	Class S Shares	Class S-1 Shares	Class D Shares	Class D-1 Shares	Class I Shares	Class E Shares	Class F Shares	Total
Total Outstanding Shares as of December 31, 2023(1)	1,052,598	1,054,174	1,052,598	—	1,383,506	1,067,805	—	5,610,681
Issuance of common stock	—	1,467,311	—	—	656,221	57,994	—	2,181,526
Common stock distribution reinvestment	—	21,860	—	—	8,245	622	—	30,727
Total Outstanding Shares as of March 31, 2024(1)	1,052,598	2,543,345	1,052,598	—	2,047,972	1,126,421	—	7,822,934
Issuance of common stock	5,757	1,258,476	—	—	448,043	10,707	4,747,348	6,470,331
Stock awards(2)	—	—	—	—	—	3,340	—	3,340
Issuance of redeemable common stock(3)	—	—	—	—	—	5,792	—	5,792
Common stock distribution reinvestment	—	71,248	—	—	31,704	1,582	—	104,534
Repurchase of common stock	—	—	—	—	(1,200)		—	(1,200)
Repurchase of redeemable common stock	(997,920)	—	(997,921)	—	(998,825)	(995,972)	—	(3,990,638)
Total Outstanding Shares as of June 30, 2024(1)	60,435	3,873,069	54,677	—	1,527,694	151,870	4,747,348	10,415,093
Issuance of common stock	203	996,359	—	—	564,479	10,918	3,158,613	4,730,572
Issuance of redeemable common stock	597,912	—	598,270	—	597,876	605,264	—	2,399,322
Repurchase of common stock	—	—	—	—	(10,643)	—	—	(10,643)
Common stock distribution reinvestment	—	40,906	—	—	19,626	918	112,892	174,342
Total Outstanding Shares as of September 30, 2024(1)	658,550	4,910,334	652,947	—	2,699,032	768,970	8,018,853	17,708,686

(1) Total Outstanding Shares includes 4,209,925 shares, 4,209,925 shares, 225,079 shares, and 2,624,401 shares at December 31, 2023, March 31, 2024, June 30, 2024 and September 30, 2024, respectively, that are classified as redeemable common stock. See Note 8 - “Redeemable Common Stock - Related Party”.

(2) Represents shares issued to independent directors under the Incentive Plan. See Share-Based Compensation Plan below.

(3) Consists of shares issued to the Adviser for the payment of management fees that are classified as redeemable common stock. See Note 8 - “Redeemable Common Stock - Related Party”.

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	Nine Months Ended September 30, 2023
	Class S Shares	Class S-1 Shares	Class D Shares	Class I Shares	Class E Shares	Class F Shares	Total
Total Outstanding Shares as of December 31, 2022	—	—	—	—	—	—	—
Issuance of common stock	—	—	—	—	—	—	—
Total Outstanding Shares as of March 31, 2023	—	—	—	—	—	—	—
Issuance of common stock(1)	511	—	511	511	400	—	1,933
Total Outstanding Shares as of June 30, 2023	511	—	511	511	400	—	1,933
Issuance of common stock	(400)	—	(400)	(400)	(400)	—	(1,600)
Issuance of redeemable common stock(2)	853,400	—	853,400	853,400	853,400	—	3,413,600
Total Outstanding Shares as of September 30, 2023	853,511	—	853,511	853,511	853,400	—	3,413,933

(1) Includes 1,600 shares issued to an affiliate of Invesco under the Invesco Subscription Agreement.

(2) Consists of shares issued to Invesco Realty under the Invesco Subscription Agreement that are classified as redeemable common stock. See Note 8 - “Redeemable Common Stock - Related Party” and Note 14 - “Revision of Previously Issued Interim Financial Statements”.

Distributions

For the three and nine months ended September 30, 2024, we declared distributions of $9.4 million and $23.0 million, respectively. We accrued $5.4 million for distributions payable, of which $814,000 was accrued for distributions payable to related parties, in our condensed consolidated balance sheet as of September 30, 2024. For the year ended December 31, 2023, we declared distributions of $7.8 million. We accrued $3.1 million for distributions payable, of which $2.4 million was accrued for distributions payable to related parties, in our condensed consolidated balance sheet as of December 31, 2023.

The table below details the aggregate distributions declared per share for each applicable class of stock for the three and nine months ended September 30, 2024 and September 30, 2023.

	Three Months Ended September 30, 2024
		Class S Shares		Class S-1 Shares		Class D Shares		Class D-1 Shares(1)		Class I Shares		Class E Shares		Class F Shares
Aggregate distribution declared per share		$	0.6300	$	0.6300	$	0.6300	$	—	$	0.6300	$	0.6300	$	0.6300
Stockholder servicing fee per share		(0.0037)		(0.0537)		—		—		—		—		—
Net distribution declared per share		$	0.6263	$	0.5763	$	0.6300	$	—	$	0.6300	$	0.6300	$	0.6300

	Three Months Ended September 30, 2023
		Class S Shares		Class S-1 Shares(3)		Class D Shares		Class I Shares		Class E Shares		Class F Shares(3)
Aggregate distribution declared per share		$	3.8818	$	—	$	3.8818	$	3.8818	$	3.8818	$	—
Stockholder servicing fee per share(2)		—		—		—		—		—		—
Net distribution declared per share		$	3.8818	$	—	$	3.8818	$	3.8818	$	3.8818	$	—

	Nine Months Ended September 30, 2024
		Class S Shares		Class S-1 Shares		Class D Shares		Class D-1 Shares(1)		Class I Shares		Class E Shares		Class F Shares
Aggregate distribution declared per share		$	2.2700	$	2.2700	$	2.2700	$	—	$	2.2700	$	2.2700	$	1.4100
Stockholder servicing fee per share		(0.0054)		(0.1600)		—		—		—		—		—
Net distribution declared per share		$	2.2646	$	2.1100	$	2.2700	$	—	$	2.2700	$	2.2700	$	1.4100

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	Nine Months Ended September 30, 2023
		Class S Shares		Class S-1 Shares(3)		Class D Shares		Class I Shares		Class E Shares		Class F Shares(3)
Aggregate distribution declared per share		$	3.8818	$	—	$	3.8818	$	3.8818	$	3.8818	$	—
Stockholder servicing fee per share(2)		—		—		—		—		—		—
Net distribution declared per share		$	3.8818	$	—	$	3.8818	$	3.8818	$	3.8818	$	—

(1) As of September 30, 2024, no Class D-1 shares were outstanding and no distributions had been declared.

(2) As of September 30, 2023, we did not incur any selling commissions or stockholder servicing fees.

(3) As of September 30, 2023, no Class S-1 shares or Class F shares were outstanding and no distributions had been declared.

Share Repurchase Plan

We have adopted a share repurchase plan for our common stock. On a monthly basis, our stockholders may request that we repurchase all or any portion of their shares. We may choose, in our discretion, to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any month, subject to the limitations in the share repurchase plan.

Under the Invesco Subscription Agreement described in Note 8 - “Redeemable Common Stock - Related Party”, Invesco Realty may not participate in our share repurchase plan until the earlier of March 23, 2028 or the date that our aggregate NAV is at least $1.5 billion. We can only accept a repurchase request from Invesco Realty after all requests from unaffiliated stockholders have been fulfilled.

Under its subscription agreement, the Class F stockholder may not participate in our share repurchase plan until the earlier of (i) the date our NAV reaches $1.5 billion or (ii) March 23, 2028. However, the Class F stockholder is entitled to request that we repurchase their shares in the event that there is a key person event or a material strategy change as defined in the terms of the Class F subscription agreement.

Class E shares issued to the Adviser as payment for management fees or performance fees are not subject to the repurchase limits of our share repurchase plan, any lockup period or any reduction penalty for an early repurchase.

For the three and nine months ended September 30, 2024, we repurchased 10,643 and 11,843 shares of common stock, respectively and fulfilled all repurchase requests that were made under the share repurchase plan. For the three and nine months ended September 30, 2023, we did not repurchase any shares under the share repurchase plan.

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan whereby common stockholders will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. The per share purchase price for shares purchased (including fractional shares) under the distribution reinvestment plan is equal to the transaction price at the time the distribution is payable.

Share-Based Compensation Plan

In May 2024 and November 2023, we granted 3,340 and 2,989 restricted shares of Class E common stock, respectively, to our independent directors under the terms of our 2023 Equity Incentive Plan (the “Incentive Plan”). The restricted shares granted in November 2023 vested in March 2024. The restricted shares granted in May 2024 will vest on the first anniversary of the grant date unless forfeited prior to such date, subject to certain conditions that accelerate vesting. For the three and nine months ended September 30, 2024, we recognized $19,000 and $56,000, respectively, of compensation expense related to these awards. As of September 30, 2024, we had 1,093,671 shares of common stock available for future issuance under the Incentive Plan.

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10.Earnings per Common Share

Earnings per share for the three and nine months ended September 30, 2024 and 2023 is computed as presented in the table below.

	Three Months Ended September 30,				Nine Months Ended September 30,
$ in thousands, except share and per share amounts	2024		2023		2024		2023
Numerator (Income)
Basic Earnings:
Net income (loss) available to common stockholders	$	6,040	$	685	$	14,340	$	(2,048)
Denominator (Weighted Average Shares)
Basic Earnings:
Shares available to common stockholders	14,499,660		1,245,585		10,817,646		420,007
Effect of dilutive securities:
Restricted stock awards	77		—		229		—
Dilutive Shares	14,499,737		1,245,585		10,817,875		420,007
Earnings (loss) per share:
Net income (loss) attributable to common stockholders
Basic	$	0.42	$	0.55	$	1.33	$	(4.88)
Diluted	$	0.42	$	0.55	$	1.33	$	(4.88)

11.Fair Value of Financial Instruments

A three-level valuation hierarchy exists for disclosure of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. The three levels are defined as follows:

Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. We do not adjust the quoted price for these investments.

Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.

Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

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Valuation of Financial Instruments Measured at Fair Value

The following table details our financial instruments measured at fair value on a recurring basis:

	September 30, 2024
	Fair Value Measurements Using:
$ in thousands	Level 1		Level 2		Level 3		Total at Fair Value
Assets:
Commercial real estate loan investments	$	—	$	—	$	2,043,967	$	2,043,967
Derivative assets	—		8		—		8
Total assets	$	—	$	8	$	2,043,967	$	2,043,975
Liabilities:
Secured lending agreements	$	—	$	—	$	1,515,001	$	1,515,001
Term lending agreement	—		—		90,380		90,380
Derivative liabilities	—		221		—		221
Total liabilities	$	—	$	221	$	1,605,381	$	1,605,602

	December 31, 2023
	Fair Value Measurements Using:
$ in thousands	Level 1		Level 2		Level 3		Total at Fair Value
Assets:
Commercial real estate loan investments	$	—	$	—	$	613,503	$	613,503
Liabilities:
Revolving credit facility	—		—		14,000		14,000
Secured lending agreements	—		—		457,861		457,861
Total liabilities	$	—	$	—	$	471,861	$	471,861

Valuation of Commercial Real Estate Loan Investments

Our commercial real estate loan investments consist of senior mortgages and similar credit quality loans, including related contiguous subordinate loans, and are classified as Level 3. The commercial loans are carried at fair value based on significant unobservable inputs. The following table shows a reconciliation of the beginning and ending fair value measurements of our commercial real estate loan investments:

$ in thousands	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
Beginning Balance	$	1,121,010	$	613,503
Loan originations and fundings	923,196		1,429,500
Net unrealized gain (loss)	(273)		930
Foreign currency translation adjustments	34		34
Balance as of September 30, 2024	$	2,043,967	$	2,043,967

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The following tables summarize the significant unobservable inputs used in the fair value measurement of our investments in commercial loans:

	September 30, 2024
Type	Valuation Technique	Unobservable Input	Weighted Average Rate	Range	Weighted Average Life (years)(1)
Commercial loans	Discounted cash flow	Discount rate	7.84%	6.64% - 8.51%	0.69

(1) Based on expected cash flows and potential prepayments.

	December 31, 2023
Type	Valuation Technique	Unobservable Input	Weighted Average Rate	Range	Weighted Average Life (years)
Commercial loans	Discounted cash flow	Discount rate	8.52%	8.16% - 8.71%	2.12

The discount rate above is subject to change based on changes in economic and market conditions, in addition to changes in the underlying economics of the arrangement, such as changes in the underlying property valuation and debt service. These rates are also based on the location, type and nature of each underlying property and related industry publications. Changes in discount rates result in increases or decreases in the fair values of these investments. The discount rate encompasses, among other things, uncertainties in the valuation models with respect to the amount and timing of cash flows. It is not possible for us to predict the effect of future economic or market conditions based on our estimated fair values.

Valuation of Revolving Credit Facility

Given the uncertainty of future cash flows, including our ability to prepay without penalty, we determined the fair value of our revolving credit facility to approximate par.

The following table shows a reconciliation of the beginning and ending fair value measurements of our revolving credit facility:

$ in thousands	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
Beginning Balance	$	10,000	$	14,000
Proceeds from revolving credit facility	494,000		686,000
Repayment of revolving credit facility	(504,000)		(700,000)
Net unrealized (gain) loss	—		—
Balance as of September 30, 2024	$	—	$	—

Valuation of Secured Financing Facilities

We have entered into secured lending agreements and a term lending agreement (collectively, our secured financing facilities) to provide floating rate financing for our commercial real estate loan investments. Our secured financing facilities are carried at fair value based on significant unobservable inputs and are classified as Level 3.

The following tables show a reconciliation of the beginning and ending fair value measurements of our secured financing facilities:

	Three Months Ended September 30, 2024
$ in thousands	Secured Lending Agreements		Term Lending Agreement		Total
Beginning Balance	$	849,754	$	—	$	849,754
Proceeds from secured financing facilities	1,073,068		90,380		1,163,448
Repayments of secured financing facilities	(407,661)		—		(407,661)
Net unrealized (gain) loss	(160)		—		(160)
Balance as of September 30, 2024	$	1,515,001	$	90,380	$	1,605,381

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	Nine Months Ended September 30, 2024
$ in thousands	Secured Lending Agreements		Term Lending Agreement		Total
Beginning Balance	$	457,861	$	—	$	457,861
Proceeds from secured financing facilities	1,512,515		90,380		1,602,895
Repayments of secured financing facilities	(456,137)		—		(456,137)
Net unrealized (gain) loss	762		—		762
Balance as of September 30, 2024	$	1,515,001	$	90,380	$	1,605,381

The following tables summarize the significant unobservable inputs used in the fair value measurement of our secured financing facilities:

	September 30, 2024
Type	Valuation Technique	Unobservable Input	Weighted Average Rate	Range	Weighted Average Life (years)(1)
Secured financing facilities	Discounted cash flow	Discount rate	6.90%	5.62% - 7.46%	0.70

(1) Based on expected cash flows and potential prepayments.

	December 31, 2023
Type	Valuation Technique	Unobservable Input	Weighted Average Rate	Range	Weighted Average Life (years)
Secured financing facilities	Discounted cash flow	Discount rate	7.62%	7.31% - 7.86%	1.48

The discount rate above is subject to change based on changes in economic and market conditions, in addition to changes in the underlying economics of the pledged commercial real estate loan, such as changes in the loan-to-value ratio, credit profile and debt service. These rates are also based on the location, type and nature of each pledged property underlying the commercial real estate loan and related industry publications. Changes in discount rates result in increases or decreases in the fair values of these investments. The discount rate encompasses, among other things, uncertainties in the valuation models with respect to the amount and timing of cash flows. It is not possible for us to predict the effect of future economic or market conditions based on our estimated fair values.

12.Related Party Transactions

Due to/from Affiliates

Our due from affiliates balance consists of amounts paid by the Company that are due to us from the Adviser under the terms of our advisory agreement and totaled $231,000 as of September 30, 2024. (December 31, 2023: None). The following table details the components of due to affiliates as of September 30, 2024 and December 31, 2023.

$ in thousands	September 30, 2024		December 31, 2023
Adviser commitment fee payable	$	4,531	$	113
Advanced organizational costs	724		707
Advanced offering costs	1,261		1,293
Advanced debt issuance and other financing costs	7,007		3,727
Advanced general and administrative expenses(1)	5,513		2,993
Accrued stockholder servicing fees	5,818		1,334
Accrued management fee	456		—
Accrued performance fee	1,216		—
Other	644		—
Total	$	27,170	$	10,167

(1) Advanced general and administrative expenses as of September 30, 2024 and December 31, 2023 includes approximately $172,000 and $73,000, respectively, of prepaid expenses which are included in other assets on our condensed consolidated balance sheets.

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Adviser Commitment Fee

We charge a commitment fee to borrowers in connection with the origination of each new loan. The commitment fee is calculated as a percentage of the whole loan on a fully-funded basis, as determined by the Adviser at the time of origination. We pay the Adviser 50% of the commitment fee (not to exceed 0.5% of the whole loan on a fully funded basis) as compensation for sourcing, structuring and negotiating the loan. The commitment fee income and related expense to the Adviser is reported as commitment fee income, net of related party expense on the condensed consolidated statements of comprehensive income.

Organizational Costs and Offering Expenses

Under the terms of our amended and restated advisory agreement dated August 20, 2024, the Adviser advanced all of our organizational costs and offering expenses (other than upfront selling commissions and ongoing stockholder servicing fees) incurred through May 31, 2024. We will reimburse the Adviser for all of our organizational costs and offering expenses advanced through May 31, 2024 ratably over 52 months commencing December 1, 2024. We will reimburse the Adviser on a quarterly basis for organizational and offering expenses incurred on our behalf subsequent to May 31, 2024.

Under the terms of our advisory agreement, organizational costs and offering expenses became a liability of the Company on March 23, 2023. Organizational costs and offering expenses include costs incurred by the Adviser prior to entering into the advisory agreement with the Company.

Operating Expenses Reimbursement

Under the terms of our amended and restated advisory agreement dated August 20, 2024, the Adviser advanced our operating expenses, including debt issuance costs and general and administrative expenses, incurred through May 31, 2024. We will reimburse the Adviser for all of our operating expenses advanced through May 31, 2024 ratably over 52 months commencing December 1, 2024.

Following May 31, 2024, we will reimburse the Adviser quarterly for total operating expenses paid by the Adviser on our behalf. Commencing with the first four full fiscal quarters ended June 30, 2025, we may not reimburse the Adviser at the end of any fiscal quarter for total operating expenses (as defined in our charter) that, in the four consecutive fiscal quarters then ended, exceed the greater of 2% of average invested assets or 25% of net income determined without reduction for any non-cash reserves and excluding any gain from the sale of our assets for that period (the “2%/25% Guidelines”). We may reimburse the Adviser for expenses in excess of the 2%/25% Guidelines if a majority of our independent directors determines that such excess expenses are justified based on unusual and non-recurring factors.

For the three and nine months ended September 30, 2024, the Adviser incurred expenses on our behalf of $644,000 and $689,000, respectively, subsequent to May 31, 2024, of which $644,000 is accrued as a component of due to affiliates on our condensed consolidated balance sheets as of September 30, 2024 and included within Other in the table above.

Stockholder Servicing Fees and Other Selling Commissions

The Invesco Distributors, Inc. (the “Dealer Manager”) is entitled to receive upfront selling commissions and stockholder servicing fees for Class S, Class S-1, Class D and Class D-1 shares sold in the Continuous Offering. The Dealer Manager reallows (pays) all or a portion of the stockholder servicing fees to participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers and will waive stockholder servicing fees to the extent a broker-dealer is not eligible to receive it for failure to provide such service. We did not issue any Class D-1 shares as of September 30, 2024.

We accrue the full amount of stockholder servicing fees payable as an offering cost at the time each Class S, Class S-1, Class D and Class D-1 share is sold during the Continuous Offering. During the three months and nine months ended September 30, 2024, we paid approximately $225,000 and $470,000 of stockholder servicing fees, respectively, with respect to the outstanding Class S and Class S-1 shares and did not pay stockholder servicing fees with respect to the outstanding Class D shares. During the year ended December 31, 2023, we paid approximately $15,000 of stockholder servicing fees with respect to the outstanding Class S-1 shares and did not pay stockholder servicing fees with respect to the outstanding Class S and Class D shares.

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The following table summarizes the upfront selling commissions for each class of shares payable at the time of subscription and the stockholder servicing fee we pay the Dealer Manager on an annualized basis as a percentage of the NAV for such class:

	Class S Shares	Class S-1 Shares	Class D Shares	Class D -1 Shares	Class I  Shares	Class E Shares	Class F Shares
Maximum Upfront Selling Commissions (% of Transaction Price)	up to 3.5%	up to 3.5%	up to 1.5%	up to 1.5%	—	—	—
Stockholder Servicing Fee (% of NAV)	0.85%	0.85%	0.25%	0.25%	—	—	—

We will cease paying the stockholder servicing fee with respect to any Class S share or Class D share held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total upfront selling commissions and stockholder servicing fees paid with respect to the shares held by the stockholder would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such shares (including the gross proceeds of any shares issued under our distribution reinvestment plan). At the end of such month, such Class S share or Class D share will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such share. Such servicing fee limit does not apply to the Class S-1 and Class D-1 shares.

Management Fee and Performance Fee

In August 2024, we amended our advisory agreement to make updates to our management fee and performance fee structure in connection with the authorization of Class D-1 shares discussed in Note 9 - “Stockholders’ Equity”. Under the terms of our amended and restated advisory agreement, we will pay the Adviser a management fee equal to 1.0% per annum of NAV, calculated monthly before giving effect to any accruals for the management fee, stockholder servicing fees, performance fees or any distributions with respect to our Class S shares, Class S-1 shares, Class D shares, Class D-1 shares and Class I shares. We will also pay the Adviser a performance fee equal to 10% of our “Performance Fee Income” with respect to our Class S shares, Class S-1 shares, Class D shares, Class D-1 shares and Class I shares. Performance Fee Income with respect to each class of common shares subject to a performance fee means the net income (determined in accordance with U.S. GAAP) allocable to such class of common shares subject to adjustment as defined under the terms of our advisory agreement. During the period that the Adviser is advancing our organizational, offering and operating expenses, net income for purposes of the performance fee calculation will exclude these advanced expenses for the period incurred under US GAAP. After the period that the Adviser is advancing our organizational, offering and operating expenses, net income for purposes of the performance fee calculation will include previously advanced expenses that are to be repaid to the Adviser during the period. We will not pay the Adviser a performance fee with respect to any class of shares that has a negative total return per share for the calendar year, and the advisory agreement does not prohibit the advisor from entering into economic or other arrangements with other persons. For purposes of the performance fee calculation, total return per share is defined as an amount equal to: (i) the cumulative distributions per share accrued with respect to such class of common shares since the beginning of the calendar year plus (ii) the change in NAV per share of such class of common shares since the beginning of the calendar year, prior to giving effect to (y) any accrual for performance fees with respect to such class of common shares or (z) any applicable stockholder servicing fees. We will not pay the Adviser a management or performance fee with respect to our Class E shares.

The management fee and the performance fee are payable in cash or Class E shares at the option of the Adviser.

We will not pay the Adviser a management fee with respect to our Class F shares. We will pay the Adviser a performance fee with respect to the Class F shares. The Class F performance fee payable with respect to each calendar year will be an amount equal to 10% of the excess of Performance Fee Income allocable to Class F shares over a 6% annualized return on the Class F NAV per share. No performance fee is payable if the Performance Fee Income allocable to Class F is below the annualized 6% return in any calendar year or for a rolling two-year period.

Management fees and performance fees began to accrue on March 1, 2024. Management fees will be accrued monthly and paid quarterly in arrears and performance fees will be paid annually. During the three and nine months ended September 30, 2024, we incurred management fees of $456,000 and $908,000, respectively, of which $456,000 is accrued as a component of due to affiliates on our condensed consolidated balance sheets as of September 30, 2024. During the three and nine months ended September 30, 2024, we incurred performance fees of $366,000 and $1.2 million, respectively, of which $1.2 million is accrued as a component of due to affiliates on our condensed consolidated balance sheets as of September 30, 2024. During the three and nine months ended September 30, 2024, we issued 12,142 and 17,934 Class E Redeemable Common Stock shares, respectively, as payment for the management fees earned. The shares issued to the Adviser for payment of the management fee were issued at the applicable NAV per share at the end of each quarter for which the fee was earned.

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The initial term of our advisory agreement expires on March 31, 2025. The advisory agreement is subject to automatic renewals for successive one-year periods unless otherwise terminated in accordance with the provisions of the agreement. If the advisory agreement is terminated, the Adviser will be entitled to receive its prorated management fee and performance fee owed through the date of termination. If we elect not to renew our advisory agreement based on unsatisfactory performance and not for cause, we owe our Adviser a termination fee equal to three times the sum of our average annual management fee during the 24-month period before termination, calculated as of the end of the most recently completed fiscal quarter.

Our Adviser is subject to the supervision and oversight of our Board and has only such functions and authority as we delegate to it. The Adviser and its affiliates provide us with our management team, including our officers and appropriate support personnel. Each of our officers is an employee of the Adviser or one of its affiliates. We do not have any employees. We incurred $217,000 and $667,000, respectively, of costs for support personnel provided by the Adviser for the three and nine months ended September 30, 2024 that are recorded as a component of due to affiliates on our consolidated balance sheets. During the three and nine months ended September 30, 2023, we incurred $76,000 and $122,000, respectively, of costs for support personnel provided by the Adviser.

Related Party Share Ownership

The table below summarizes the number of shares and the total purchase price of the shares that have been purchased by affiliates as of September 30, 2024.

$ in thousands, except share amounts	Class S Shares	Class S-1 Shares	Class D Shares	Class D-1 Shares	Class I Shares	Class E Shares	Class F Shares	Total Purchase Price
Invesco Realty, Inc.(1)	652,479	—	652,836	—	651,538	649,614	—	$	65,340
Invesco Advisers, Inc.(2)	—	—	—	—	—	17,934	—	452
Members of our board of directors (3)	—	—	—	—	—	24,950	—	634
Total	652,479	—	652,836	—	651,538	692,498	—	$	66,426

(1) Shares issued to Invesco Realty, Inc. are governed by the terms of the Invesco Subscription Agreement and classified as redeemable common shares on our condensed consolidated balance sheets. See Note 8 - “Redeemable Common Stock - Related Party” for further information.

(2) Shares issued to Invesco Advisers, Inc. are governed by the terms of our advisory agreement and classified as redeemable common shares on our condensed consolidated balance sheets. See Note 8 - “Redeemable Common Stock - Related Party” for further information.

(3) Represents shares issued to members of our board of directors, including stock awards under our Share-Based Compensation Plan.

13.Commitments and Contingencies

Commitments and contingencies may arise in the ordinary course of business. As of September 30, 2024, we had unfunded commitments of $246.0 million for certain of our commercial real estate loan investments. The unfunded commitments consist of funding for leasing costs, interest reserves and capital expenditures. Funding depends on timing of lease-up, renovation and capital improvements as well as satisfaction of certain cash flow tests. Therefore, the exact timing and amounts of such future loan fundings are uncertain. We expect to fund our loan commitments over the weighted average remaining term of the related loans of 2.30 years.

We have also committed to pay counterparty legal, diligence and other fees in connection with new financing facilities in the ordinary course of business.

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of September 30, 2024, the Company was not involved in any material legal proceedings.

14. Revision of Previously Issued Interim Financial Statements

In the fourth quarter of 2023, we identified interpretive guidance for public companies that is related to the accounting for and balance sheet classification of redeemable common stock issued to Invesco Realty, Inc. under the Invesco Subscription Agreement. We determined that we should classify common stock held by Invesco Realty, Inc. as redeemable common stock because our Adviser has been deemed to have control of the Company for accounting purposes. We record common stock held by Invesco Realty, Inc. at redemption value. The reclassification of Invesco Realty, Inc’s common stock from stockholders’ equity to redeemable common stock did not have any impact on our net asset value, consolidated statement of operations or our

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consolidated statement of cash flows. For further information regarding redeemable common stock, see Note 8 - “Redeemable Common Stock”.

We concluded that the stockholders’ equity misclassification is immaterial to the interim condensed consolidated financial statements that were included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. The impacts of the reclassification on our consolidated balance sheet and the consolidated statement of changes in stockholders’ equity as of and for the nine months ended September 30, 2023 are as follows:

$ in thousands except share amounts	As Reported		Adjustment		As Revised
Redeemable common stock - related party	$	—	$	85,340	$	85,340
Common stock, Class S shares, $0.01 par value per share, 500,000,000 shares authorized	9		(9)		—
Common stock, Class D shares, $0.01 par value per share, 500,000,000 shares authorized	9		(9)		—
Common stock, Class I shares, $0.01 par value per share, 500,000,000 shares authorized	9		(9)		—
Common stock, Class E shares, $0.01 par value per share, 500,000,000 shares authorized	9		(9)		—
Additional paid-in capital	85,313		(85,304)		9

15. Subsequent Events

Investment Portfolio Activity

Subsequent to September 30, 2024, we originated six commercial real estate loans with a total commitment amount of $186.1 million and an aggregate outstanding principal amount of $155.1 million, including a mezzanine construction loan with a total commitment amount of $30.0 million and aggregate outstanding principal amount of $5.2 million. These loans earn interest at one-month term SOFR plus a spread for a weighted average interest rate of 8.42% based on the interest rate in effect at origination.

Stockholders’ Equity

Subsequent to September 30, 2024, we issued the following shares of common stock:

$ in thousands except share amounts	Shares Issued to Third-Parties		Shares Issued to Affiliates(1)(2)		DRP Shares(3)
Class S	—		99,736		—
Class S-1	1,231,419		—		33,709
Class D	—		99,800		—
Class D-1	—		—		—
Class I	446,535		99,489		15,842
Class E	3,354		116,690		648
Class F	—		—		97,432
Total	1,681,308		415,715		147,631
Total net proceeds(4)	$	42,560	$	10,000	$	2,468

(1)Affiliates include related parties discussed in Note 12 - “Related Party Transactions”. Includes 98,687 shares of Class E Common Stock, 99,489 shares of Class I Common Stock, 99,800 shares of Class D Common Stock and 99,736 shares of Class S Common Stock issued to an affiliate of Invesco under the Invesco Subscription Agreement for net proceeds of $10 million. See Note 12 - “Related Party Transactions”.

(2)Includes 18,002 Class E shares issued to our Adviser as payment for management fees for total consideration of $456,000, which is excluded from Total net proceeds.

(3)Represents shares issued under our distribution reinvestment plan.

(4)With respect to DRP Shares, Total net proceeds represents total value of shares issued under our distribution reinvestment plan.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this quarterly report on Form 10-Q, or this “Quarterly Report,” we refer to Invesco Commercial Real Estate Finance Trust, Inc. and its consolidated subsidiaries as “we,” “us,” “the Company,” or “our,” unless we specifically state otherwise or the context indicates otherwise. We refer to our external manager, Invesco Advisers, Inc., as our “Adviser,” and we refer to the indirect parent company of our Adviser, Invesco Ltd. together with its consolidated subsidiaries (which does not include us), as “Invesco.”

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes to our unaudited condensed consolidated financial statements, which are included in Item 1 of this Quarterly Report, as well as the information contained in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”).

Forward Looking Statements

This Quarterly Report may include statements that constitute “forward-looking statements” within the meaning of the United States securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include statements about possible or assumed future results of our business, investment strategies, financial condition, liquidity, results of operations, plans and objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “project,” “forecast” or similar expressions and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would,” and any other statement that necessarily depends on future events, we intend to identify forward-looking statements.

Forward-looking statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are difficult to predict and are generally beyond our control. Although we make such statements based on assumptions we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations as a result of several factors, including, but not limited to the following: our limited operating history; conflicts of interest with our Adviser; our Adviser’s broad discretion; risks related to the origination or acquisition of whole loans; creditor risks with respect to our portfolio; our investments becoming distressed or illiquid; our ability to obtain leverage; increases to our leverage ratio above our target; use of repurchase agreements for our financing; no limitations on our amount of short-term corporate debt; and other factors described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report and our Annual Report on Form 10-K filed with the SEC. Considering the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans, which we consider to be reasonable, will be achieved. We caution you not to rely unduly on any forward-looking statements and urge you to carefully consider the factors. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Executive Overview

Introduction

We are a Maryland corporation formed in October 2022. Our primary investment strategy is to originate, acquire, and manage a diversified portfolio of loans and debt-like preferred equity interests secured by, or unsecured but related to, commercial real estate. To a lesser extent, we may purchase non-distressed public or private debt securities and invest in private operating companies in the business of or related to commercial real estate credit through debt or equity investment. We commenced investing in commercial real estate loans in May 2023. Prior to investing, we were primarily engaged in organizational activities.

We are externally managed by Invesco Advisers, Inc. (the “Adviser”), a registered investment adviser and an indirect, wholly-owned subsidiary of Invesco Ltd., an independent global investment management firm. Our Adviser utilizes the personnel and global resources of Invesco Real Estate to provide investment management services to us. We elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2023. To maintain our REIT qualifications, we are generally required to distribute at least 90% of our REIT taxable income to our stockholders annually. We operate our business in a manner that permits our exclusion from the definition of an “Investment Company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

We are engaging in a continuous, unlimited private offering of our common stock to “accredited investors” (as defined by Rule 501 promulgated pursuant to the Securities Act) (the “Continuous Offering”) under exemptions provided by Section 4(a)(2) of the Securities Act and applicable state securities laws.

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Factors Impacting Our Operating Results

Our operating results can be affected by a number of factors and depend on loan origination activity, interest earned on the commercial loan investments held in the portfolio, interest paid on the borrowing facilities of the portfolio and changes in the fair market value of our commercial real estate loan investments and our borrowings. Our net interest income varies primarily as a result of the number of loan originations in the period, the timing of entering into new borrowing arrangements, repayments from the borrower of the outstanding principal balance of our loan assets during the period, and changes in benchmark interest rates and market spreads. Market spreads vary according to the type of investment or borrowing, conditions in the financial markets, competition and other factors, none of which can be predicted with any certainty.

Due to the floating rate nature of our loan portfolio, we are subject to changes in benchmark rates. Decline in benchmark interest rates could ultimately lead to lower interest income received from the Company’s floating rate debt investments. To mitigate the impact of reduced interest income as a result of declining benchmark rates, the Company has structured interest rate floors for each of the loans where the borrower will be required to pay minimum debt service payments should rates fall below a predetermined amount. Additionally, during a falling benchmark interest rate environment, the Company’s overall cost of borrowings decreases as well.

We have elected the fair value option for our commercial real estate loan investments and our borrowing facilities. The fair market value of our commercial real estate loans can be impacted by changes in credit spread premiums (yield advantage over a benchmark rate) and the supply of, and demand for, assets in which we invest.

Operating results can also be impacted by foreign currency risk from investments denominated in currencies other than the U.S. dollar (“USD”). We hedge the non-USD exposure in the portfolio via forward contracts with the goal to mitigate foreign currency impacts to the portfolio.

Market Conditions

For the quarter ended September 30, 2024, the Company originated 13 commercial real estate loans with an aggregate total loan commitment amount of $888.7 million and a spot coupon of 11.4% based on the weighted average interest rate on our net committed equity position as of September 30, 2024. The portfolio saw a slight increase in weighted average net spread, going from 6.61% in the second quarter to 6.67% in the third quarter. The weighted average interest rate spread on our net committed equity position is comprised of the difference between the spread on our commercial real estate loans applied to the committed loan amounts less the spread on our borrowings applied to the total financing. This difference is divided by our net committed equity position. The weighted average interest rate is the spread combined with the applicable benchmark rate (in effect on September 30, 2024 after considering any impact of the interest rate floor.

The 13 originations in the third quarter of 2024 were comprised of four loans secured by multifamily assets, seven loans secured by industrial assets, and two loans secured by self-storage assets with 66% focused on refinancing the borrower’s existing investment (remaining 34% were originated for the purpose of acquisition financing).

The wider real estate market saw some signs of stabilization as Green Street’s Commercial Property Price Index “CPPI” was unchanged in September from the prior month, up approximately 3% compared to the past 12 months and down approximately 19% from its March 2022 peak.

The Federal Reserve (the “Fed”) announced a federal funds rate cut of 50 basis points in September and a further rate cut of 25 basis points in November, lowering the upper end of the target range to 4.75% from the 5.5% level we have seen since July 2023. We expect the impact of the Fed’s rate cuts on private real estate, including with respect to increased transaction activity and easing pressure on property values, to lag these announcements as it has historically, but we will continue to monitor resulting activity in the wider real estate market.

Outlook

We believe the Company will continue to find opportunities during this period of capital market dislocation to originate attractive loans with credit/structuring profiles at a premium to historical pricing. We anticipate that commercial real estate transaction volume will remain limited throughout the remainder of 2024 but believe that the Fed’s recent rate cuts could begin to shift market and investor sentiment with a potential increase of transaction activity in the near future.

As banks have pulled back from new origination activity, debt funds have stepped up with origination volume outperforming pre-pandemic levels. We expect this trend will continue as banks have complied with tighter regulations, engage in discussions around the finalization of Basel III, and remain selective in providing commercial real estate financing. We will continue to

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monitor bank and CMBS activity throughout the remainder of 2024 and the resulting impact it may have on sponsor/borrower loan payoffs in our portfolio.

Overall, we believe the Company is positioned to take advantage of new opportunities that will arise and benefit from its current stable portfolio and prudently managed balance sheet. We believe that our “credit over yield” investment philosophy will allow us to provide durable current income to stockholders while seeking to minimize risk during the current market environment.

Q3 2024 Highlights

Capital Activity and Distributions

•Declared monthly net distributions totaling $9.4 million for the quarter ended September 30, 2024.

•Raised $39.4 million of net proceeds from the sale of our common stock through our Continuous Offering during the quarter ended September 30, 2024.

•Called $80.0 million of capital under the Class F Subscription Agreement.

•Called $60.0 million of capital under the Invesco Subscription Agreement.

Investments

•Originated 10 floating rate senior commercial real estate loans in the United States with a total commitment amount of $606.1 million and total outstanding principal amount of $584.5 million as of September 30, 2024, including self-storage, multifamily and industrial properties.

•Originated a $304.5 million floating rate whole loan facility secured by a portfolio of three loans, all prime logistics centers, in Barcelona, Paris, and Bristol.

•Entered into currency forward contracts in the period to help mitigate the potential impact of changes in foreign currency exchange rates on our investments.

Financing Activity

•Entered into a $837.5 million secured lending agreement with a financial institution (“INCREF Lending I”) that provides match-term financing for 16 of our commercial real estate loan investments. The facility bears interest at a one-month term SOFR plus a spread and provides financing on a non-mark-to-market basis.

•Entered into a $300.0 million term lending agreement with a financial institution (“INCREF Lending II”) that provides match-term financing for two of our commercial real estate loan investments. The facility bears interest at a one-month term SOFR plus a spread and provides financing on a non-mark-to-market basis.

•Received net borrowings of $755.8 million from our secured financing facilities for the three months ended September 30, 2024.

•Repaid $10.0 million to our revolving credit facility for the three months ended September 30, 2024.

Financial Condition

Investment Activities

We commenced investing in domestic commercial real estate loans in May 2023 and started investing in European loans in September 2024. As of September 30, 2024, we originated 35 commercial real estate senior loans with a fair value of $2.0 billion. We elected the fair value option for our commercial real estate loan investments and, accordingly, we recognize any origination costs or fees associated with the loans in the period of origination. Our domestic loan investments earn interest at term SOFR plus a spread and had a weighted average interest rate of 8.12% as of September 30, 2024. Our European loans earn interest at either three-month SONIA or three-month Euribor and had a weighted average interest rate of 7.23% at September 30, 2024.

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The following table details overall statistics for our loan portfolio as of September 30, 2024:

$ in thousands	September 30, 2024			December 31, 2023			September 30, 2023
Number of investments	35			10			6
Principal balance	$	2,043,187		$	613,503		$	378,970
Fair value	$	2,043,967		$	613,503		$	378,970
Unfunded loan commitments(1)	$	245,991		$	57,903		$	38,486
Weighted-average interest rate(2)	7.98		%	8.53		%	8.56		%
Weighted-average maximum maturity (years)(3)	4.40			4.69			4.81
Origination loan-to-value (LTV)(4)	64		%	65		%	63		%

(1)    Unfunded commitments will primarily be funded to finance construction or development of real estate-related assets, capital improvements of existing assets, or lease-related expenditures. These future commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date.

(2)    Represents weighted average interest rate of the most recent interest period in effect for each loan as of period end. Domestic loans earn interest at the one-month Term SOFR plus a spread. Euro denominated loans earn interest at three-month Euribor plus a spread. Our loan denominated in British pounds sterling earns interest at three-month SONIA plus a spread.

(3)    Assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions, as defined in the respective loan agreement.

(4)    LTV is generally based on the initial loan amount and the independent property appraisals at the time of origination.

The following charts illustrate the diversification and composition of our loan portfolio based on fair value as of September 30, 2024:

Loan originations activity during the three months ended September 30, 2024, totaled $888.6 million as a result of 13 new loan originations. Additionally, loan funding activity during the three months ended September 30, 2024, totaled $34.6 million for additional commitments made under existing loans. In the three months ended September 30, 2024, we earned $29.9 million of interest income on our loan portfolio.

The following table details our loan activity:

	Three Months Ended		Nine Months Ended
$ in thousands	September 30, 2024		September 30, 2024
Loan originations	$	888,594	$	1,384,315
Loan fundings	34,602		45,185
Loan repayments and sales	—		—
Total net fundings	$	923,196	$	1,429,500

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The following table provides details of our loan portfolio, on a loan-by-loan basis, as of September 30, 2024:

$ in thousands
Metropolitan Statistical Area	Property Type	Origination Date	Weighted Average Interest Rate(1)	Loan Amount(2)		Principal Balance Outstanding		Fair Value		Current Maturity	Maximum Maturity(3)
Phoenix	Industrial	05/17/2023	8.45%	$	136,000	$	123,112	$	123,112	6/9/2025	6/9/2028
San Jose	Multifamily	05/31/2023	8.25%	41,700		41,700		41,700		6/9/2026	6/9/2028
New York(4)	Multifamily	07/26/2023	8.20%	73,600		73,600		73,624		8/9/2026	8/9/2028
Los Angeles	Multifamily	08/04/2023	8.20%	85,180		81,037		81,060		8/9/2025	8/9/2028
Miami	Industrial	08/25/2023	8.45%	42,676		36,000		36,000		9/9/2025	9/9/2028
Richmond	Industrial	09/25/2023	8.45%	38,300		34,395		34,397		10/9/2025	10/9/2028
Atlanta	Industrial	11/06/2023	8.45%	92,950		82,309		82,336		11/9/2025	11/9/2028
Dallas	Multifamily	12/07/2023	7.90%	70,000		63,318		63,449		12/9/2026	12/9/2028
Seattle	Multifamily	12/12/2023	8.05%	68,500		68,500		68,557		12/9/2026	12/9/2028
New York(5)	Multifamily	12/21/2023	8.10%	22,500		22,500		22,513		12/9/2026	12/9/2028
Houston	Multifamily	01/24/2024	8.10%	61,500		61,000		61,080		2/9/2027	2/9/2029
New York	Multifamily	02/08/2024	8.10%	120,000		76,865		76,966		2/9/2027	2/9/2029
Los Angeles	Multifamily	03/05/2024	8.25%	56,600		55,834		55,867		3/9/2027	3/9/2029
Los Angeles	Multifamily	03/28/2024	8.10%	45,000		41,535		41,557		4/9/2026	4/9/2029
Los Angeles	Multifamily	04/12/2024	8.15%	66,050		60,249		60,291		4/9/2027	4/9/2029
New York	Multifamily	05/02/2024	8.10%	150,000		40,724		40,827		5/9/2027	5/9/2029
Fort Worth	Multifamily	05/15/2024	8.00%	22,500		21,775		21,781		6/9/2026	6/9/2029
Fort Worth	Multifamily	05/15/2024	8.00%	23,650		23,500		23,507		6/9/2026	6/9/2029
Orange County	Industrial	05/31/2024	7.95%	47,275		42,600		42,629		6/9/2027	6/9/2029
Dallas	Multifamily	06/07/2024	7.90%	40,740		35,233		35,275		6/9/2027	6/9/2029
San Francisco	Multifamily	06/17/2024	7.75%	33,500		30,350		30,381		7/9/2027	7/9/2029
Jacksonville	Multifamily	06/28/2024	8.20%	40,350		38,100		38,107		7/9/2027	7/9/2029
Various U.S.	Self-Storage	07/10/2024	8.30%	42,448		39,998		39,998		8/9/2027	8/9/2029
Houston	Multifamily	07/24/2024	8.00%	50,750		49,750		49,750		8/9/2026	8/9/2029
Tampa	Multifamily	08/01/2024	7.80%	41,750		41,750		41,750		8/9/2027	8/9/2029
Dallas	Multifamily	08/01/2024	7.95%	44,000		44,000		44,000		8/9/2026	8/9/2029
Las Vegas	Industrial	08/20/2024	7.90%	55,515		53,325		53,325		9/9/2027	9/9/2029
Various U.S.	Self-Storage	08/27/2024	8.30%	11,267		10,123		10,123		9/9/2027	9/9/2029
Washington D.C.	Multifamily	08/28/2024	7.85%	101,000		98,500		98,500		9/9/2027	9/9/2029
Various U.S.	Industrial	08/30/2024	8.50%	83,500		77,248		77,248		9/9/2027	9/9/2029
Various U.S.	Industrial	09/12/2024	7.85%	128,010		121,890		121,890		10/9/2027	10/9/2029
Various U.S.	Industrial	09/13/2024	7.85%	47,881		47,881		47,881		10/9/2027	10/9/2029
Barcelona, Spain	Industrial	09/26/2024	6.66%	102,124		102,124		102,124		10/9/2027	10/9/2028
Paris, France	Industrial	09/26/2024	6.55%	91,241		91,241		91,241		10/9/2027	10/9/2028
Bristol, United Kingdom	Industrial	09/26/2024	8.32%	111,121		111,121		111,121		10/9/2027	10/9/2028
			7.98%	$	2,289,178	$	2,043,187	$	2,043,967

(1)Represents weighted average interest rate of the most recent interest period in effect for each loan as of period end. Domestic loans earn interest at the one-month Term SOFR plus a spread. Euro denominated loans earn interest at three-month Euribor plus a spread. Our loan denominated in British pounds sterling earns interest at three-month SONIA plus a spread.

(2)Loan amount consists of outstanding principal balance plus unfunded loan commitments.

(3)Maximum maturity assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions as defined in the respective loan agreement.

(4)The total whole loan is $73.6 million, including (i) a senior mortgage loan of $55.2 million, and (ii) a mezzanine note of $18.4 million.

(5)The total whole loan is $22.5 million, including (i) a senior mortgage loan of $18.0 million and (ii) a mezzanine note of $4.5 million.

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Significant Borrowers/Sponsors

As of September 30, 2024, we have invested in 35 commercial real estate loans with a fair value of $2.0 billion. Our portfolio consists of the following significant borrowers or sponsors:

$ in thousands
Counterparty	Loan Count	Fair Value	% of Loan Portfolio
Borrower A(1,2)	3	239,845	12	%
Borrower B(2)	3	304,486	15	%
Sponsor A(3)	6	259,218	13	%

(1) The Company has committed to fund an additional $27.4 million under the master credit agreement for leasing costs, interest reserves and capital expenditures. The loans that the Company has made under the master credit agreement are guaranteed by an affiliate of the borrower that, in turn, indirectly owns the borrower.

(2) These loans are cross collateralized and cross defaulted under master credit agreements with a single borrower.

(3) These loans are affiliated with a single institutional private equity company as of September 30, 2024. The loans are not cross collateralized or cross defaulted.

Loan Risk Ratings

We evaluate each loan at origination and assign an overall risk rating based on several factors, including but not limited to, credit metrics and volatility, sponsorship, sector type, property condition and performance, and market to determine the overall health of each loan investment in the portfolio (“Loan Risk Rating”). Loans are rated “1” (very low risk), “2” (low risk), “3” (medium risk), “4” (high risk/potential for loss), or “5” (impaired/loss likely). We re-evaluate the loan risk ratings on our loan portfolio quarterly and update risk ratings as needed.

Our loan portfolio had a weighted-average loan risk rating of 2.8 as of September 30, 2024 and 2.7 as of December 31, 2023.

Financing and Other Liabilities

We utilize a revolving line of credit as a short-term cash management tool to pay fees and expenses and bridge portfolio-level financing arrangements.

Our revolving line of credit bears interest at a one-month term SOFR plus a spread and had a weighted average borrowing rate of 8.26% as of September 30, 2024.

We finance the majority of our commercial real estate loan portfolio through secured financing facilities, which may include repurchase agreements and term lending agreements. We have five repurchase agreement facilities and two term lending/financing agreements that bear interest at one-month term SOFR plus a spread for our USD denominated borrowings, three-month Euribor plus a spread for our Euro denominated borrowings, and three-month SONIA plus a spread for our British pound sterling denominated borrowings. These facilities had a weighted average borrowing rate of 7.02% as of September 30, 2024.

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The below table summarizes our borrowings as of September 30, 2024(1).

$ in thousands	Current Maturity	Extension Options	Weighted Average Interest rate	Maximum Facility Size		Amount Outstanding		Available Balance
Term Lending Agreement
INCREF Lending II	Match-term	Match-term	7.33%	300,000		90,380		209,620
Secured Lending Agreements
Term Financing
INCREF Lending I	Jul 2026	Jul 2029	7.13%	837,517		644,752		192,765
Repurchase Agreements
Morgan Stanley Bank N.A.	May 2025	May 2027	7.36%	500,000		342,009		157,991
Citibank N.A.	Sep 2026	Sep 2028	6.24%	500,000		243,588		256,412
Barclays	Apr 2027	Apr 2029	6.92%	500,000		183,017		316,983
Wells Fargo	May 2026	May 2029	7.01%	200,000		101,020		98,980
Bank of Montreal	Jul 2025	Jul 2028	—%	25,000		—		25,000
Total secured financing facilities				$	2,862,517	$	1,604,766	$	1,257,751
Revolving Credit Facility			8.26%	$	250,000	$	—	$	250,000

(1)    See Note 4 - “Borrowings” for important footnotes to the borrowings table and other disclosures.

Each of our secured financing facilities contains customary terms and conditions, including but not limited to, negative covenants relating to restrictions on our operations with respect to our status as a REIT, and financial covenants, such as a minimum interest coverage ratio covenant, minimum tangible net worth covenant, cash liquidity covenant and maximum leverage ratio covenant.

With respect to our revolving credit facility, we are required to comply with customary loan covenants and event of default provisions that include, but are not limited to, negative covenants relating to restrictions on operations with respect to our status as a REIT, and financial covenants. Such financial covenants include a minimum aggregate net capital contributions to net costs of investments ratio covenant and a maximum leverage ratio covenant.

As of September 30, 2024, we were in compliance with the covenants of our financing facilities.

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Results of Operations

We commenced investing in commercial real estate loans in May 2023. Accordingly, our results of operations for the three and nine months ended September 30, 2024 and 2023 are not comparable. For further information on our loan portfolio, see discussion on Investment Activities above.

For the three and nine months ended September 30, 2024 and 2023, our results of operations consisted of:

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in thousands except per share amount	2024		2023		$ Change		2024		2023		$ Change
Net Interest Income
Commercial real estate loan interest income	$	29,889	$	6,051	$	23,838	$	65,444	$	7,571	$	57,873
Other interest income	534		21		513		1,362		21		1,341
Interest expense	(20,565)		(4,896)		(15,669)		(44,814)		(6,484)		(38,330)
Net interest income	9,858		1,176		8,682		21,992		1,108		20,884
Other Income (Expense)
Unrealized gain (loss) on commercial real estate loan investments, net	(273)		—		(273)		930		—		930
Unrealized gain (loss) on secured financing facilities, net	160		—		160		(762)		—		(762)
Gain (loss) on derivative instruments, net	(213)		—		(213)		(213)		—		(213)
Gain (loss) on foreign currency transactions, net	85		—		85		85		—		85
Commitment fee income, net of related party expense of $4,531, $8,049, $1,125 and $1,993 for the three and nine months ended September 30, 2024 and 2023, respectively	5,140		1,126		4,014		8,658		1,993		6,665
Other income	260		97		163		610		133		477
Total other income (expense), net	5,159		1,223		3,936		9,308		2,126		9,308
Expenses
Management and performance fees - related party	822		—		822		2,124		—		2,124
Debt issuance and other financing costs related to borrowings, at fair value	5,926		558		5,368		9,616		2,945		6,671
Organizational costs	8		86		(78)		27		690		(663)
General and administrative	2,214		1,067		1,147		5,172		1,643		3,529
Total expenses	8,970		1,711		7,259		16,939		5,278		11,661
Net income (loss)	$	6,047	$	688	$	5,359	$	14,361	$	(2,044)	$	16,405
Dividends to preferred stockholders	(7)		(3)		(4)		(21)		(4)		(17)
Net income (loss) attributable to common stockholders	$	6,040	$	685	$	5,355	$	14,340	$	(2,048)	$	16,388
Earnings (loss) per share:
Net income (loss) attributable to common stockholders
Basic	$	0.42	$	0.55	$	(0.13)	$	1.33	$	(4.88)	$	6.21
Diluted	$	0.42	$	0.55	$	(0.13)	$	1.33	$	(4.88)	$	6.21
Weighted average number of shares of common stock
Basic	14,499,660		1,245,585		13,254,075		10,817,646		420,007		10,397,639
Diluted	14,499,737		1,245,585		13,254,152		10,817,875		420,007		10,397,868

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Net Income (Loss) attributable to Common Stockholders

Net income (loss) attributable to common stockholders increased by $5.4 million during the three months ended September 30, 2024 and increased by $16.4 million during the nine months ended September 30, 2024, as compared to September 30, 2023. The increase across both periods was primarily due to the increase in the number of commercial real estate loan originations during the period, which resulted in an increase in net interest income and commitment fee income, net of related party expenses, as compared to September 30, 2023.

Net Interest Income

Interest Income and Average Earning Asset Yields

The table below presents information related to our average earning assets and earning asset yields for the three and nine months ended September 30, 2024 and 2023:

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in thousands	2024			2023			2024			2023
Average earning assets(1)	$	1,607,102		$	318,878		$	1,118,126		$	254,289
Average earning assets yield(2)	7.44		%	7.59		%	7.80		%	7.15		%

(1)    Average earning assets are based on weighted month-end balances. Average earning assets for the three and nine months ended September 30, 2023 are based on the weighted month-end balances commencing in May 2023.

(2)    Average earning asset yield is calculated by dividing interest income by average earning assets. All yields are annualized.

Interest Expense and Cost of Funds

The table below presents information related to our borrowings and cost of funds for the three and nine months ended September 30, 2024 and 2023:

	Three Months Ended September 30,						Nine Months Ended September 30,
$ in thousands	2024			2023			2024			2023
Average borrowings(1)	$	1,258,857		$	280,538		$	867,328		$	239,846
Maximum borrowings (2)	$	1,604,766		$	330,335		$	1,604,766		$	330,335
Average cost of funds(3)	6.53		%	6.98		%	6.89		%	6.49		%

(1)    Average borrowings are based on weighted month-end balances. Average borrowings for the three and nine months ended September 30, 2023 are based on the weighted month-end balances commencing in May 2023.

(2)    Amount represents the maximum borrowings at each month-end within the period.

(3)    Average cost of funds is calculated by dividing annualized interest expense by average borrowings.

Our interest expense for the three and nine months ended September 30, 2024 and 2023 is summarized below:

	Three Months Ended September 30,				Nine Months Ended September 30,
$ in thousands	2024		2023		2024		2023
Secured financing facilities interest expense	$	19,859	$	4,026	$	43,682	$	4,883
Revolving credit agreement interest expense	706		870		1,132		1,601
Total interest expense	$	20,565	$	4,896	$	44,814	$	6,484

Other Income (Expense), Net

Other income (expense), net increased by $3.9 million during the three months ended September 30, 2024 and increased by $9.3 million during the nine months ended September 30, 2024, as compared to the comparable period ended September 30, 2023. The increase is primarily due to a higher volume of loan originations during 2024.

We generally seek to charge each borrower a commitment fee that is calculated as a percent of the whole loan on a fully-funded basis, as determined by the Adviser at the time of origination. We pay our Adviser 50% (not to exceed 0.5% of the whole loan amount on a fully-funded basis) of any commitment fee charged to borrowers in connection with each new loan. We recognize commitment fees immediately in earnings because we elected the fair value option for our loan investments. For the three and nine months ended September 30, 2024, commitment fee income, after related party expenses, increased by $4.0 million and $6.7 million, respectively, as compared to the three and nine months ended September 30, 2023. We originated 13 and 25 loans

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during the three and nine months ended September 30, 2024, compared to four and six loan originations during the three and nine months ended September 30, 2023.

The valuation of our commercial real estate loans, secured financing facilities, and revolving credit facility is performed by an independent valuation adviser. In the three and nine months ended September 30, 2024, we did not observe material changes in the collateral risks in our portfolio, however we did observe changes in market pricing for similar loan types to those in our portfolio and foreign exchange rate movement on our non-U.S. dollar denominated loans and recorded net unrealized losses of $273,000 and net unrealized gains of $930,000, respectively, on our investments. For the September 30, 2023 comparable periods, we did not record an unrealized gain or loss on our commercial real estate loan investments as we did not observe material changes in the collateral risks or market pricing of our portfolio during the period. We compared the features of our loans to the interest rates and terms required by lenders in the new loan origination market for similar loans, and the yield required by investors acquiring similar loans in the secondary market. We also compared current market and collateral conditions to those present at origination or acquisition. Additionally, for three and nine months ended September 30, 2024, we recorded net unrealized gains, including foreign exchange rate movement on our non-U.S. dollar denominated borrowings, of $160,000 and a net unrealized losses of $762,000, respectively, on our secured financing facilities following a review of market interest rates, which reflect estimates for how lenders would price equivalent loans for the remaining terms, for similar borrowing agreements with comparable loan-to-value ratios and credit profiles. For the September 30, 2023 comparable periods, we did not record an unrealized gain or loss on our secured financing facilities as we did not observe material changes in the market interest rates during the period.

We enter into currency forward contracts to help mitigate the impact of changes in foreign currency exchange rates on our investments and financing transactions denominated in currencies other than the United States dollar. Despite being economic hedges, we have elected not to treat our foreign currency forwards as hedges for accounting purposes and, therefore, the realized and unrealized gains and losses associated with such instruments are included in gain (loss) on derivative instruments, net in our consolidated statements of comprehensive income. For the three and nine months ended September 30, 2024, we recorded an unrealized loss on currency forward contracts of $213,000.

Expenses

Our expenses for the three and nine months ended September 30, 2024 increased by $7.3 million and $11.7 million, respectively, as compared to the three and nine months ended September 30, 2023. The increase in expenses is primarily due to increased debt issuance and other financing costs and general and administrative expenses and the recognition of management fees and performance fees.

We expense debt issuance and other financing costs as incurred because we elected the fair value option for our secured financing facilities and revolving credit facility. When we incur debt issuance costs prior to a debt facility closing, we expense the costs as incurred if we intend to elect the fair value option to account for the debt facility and the closing is probable as of the balance sheet date. Our debt issuance and other financing costs include upfront lender fees, legal costs directly associated with entering into our debt facilities, and other lender fees associated with our existing debt facilities. For the three and nine months ended September 30, 2024, debt issuance and other financing costs increased by $5.4 million and $6.7 million, respectively, as compared to the three and nine months ended September 30, 2023. For the three and nine months ended September 30, 2024, average borrowings were $1.3 billion and $867.3 million, respectively, as compared to $280.5 million and $239.8 million for the three and nine months ended September 30, 2023, respectively.

Management fees and performance fees began to accrue on March 1, 2024. The management fee that we pay the Adviser to source our investments and manage our operations is based on our NAV. The performance fee that we pay the Adviser is based on Performance Fee Income as defined in our Advisory Agreement. We will not pay the Adviser a performance fee with respect to any class of shares that has a negative total return per share for the calendar year. Total return is determined based on total distributions plus the change in NAV.

Our general and administrative expenses for the three and nine months ended September 30, 2024 increased by $1.1 million and $3.5 million, respectively, as compared to the three and nine months ended September 30, 2023. The increase is primarily due to accounting, legal and other professional fees reflective of the increase in activity over the comparative period. As mentioned above, we commenced investing in commercial real estate loans in May 2023 and had originated six loans by September 30, 2023. At September 30, 2424, we had originated 35 loans. Accordingly, our results of operations for the three and nine months ended September 30, 2024 and 2023 are not comparable.

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Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to pay dividends, fund investments, repay borrowings, and fund other general business needs. Our sources of funds for liquidity consist of the net proceeds from our continuous private offering, net cash provided by operating activities, proceeds and available borrowings from our secured financing facilities and our revolving credit facility, loan repayments, uncalled capital commitments, and future issuances of equity and/or debt securities.

We currently believe that we have sufficient liquidity and capital resources available for the acquisition of additional investments, repayments on borrowings, the payment of cash dividends as required for continued qualification as a REIT, and to repurchase shares of our common stock under our share repurchase plan. Cash needs for items other than loan originations and asset acquisitions are generally met from operations, and cash needs for loan originations and asset acquisitions are funded by our continuous private offering and debt financings. However, there may be a delay between the sale of our shares and our origination of loan assets or purchase of assets that could result in a delay in the benefits to our stockholders, if any, of returns generated from our investment operations.

We held cash and cash equivalents of $20.1 million and restricted cash of $13.2 million as of September 30, 2024. Our cash and cash equivalents change due to normal fluctuations in cash balances related to the timing of principal and interest payments and loan origination and funding activity. Our restricted cash changes based on the volume of new subscriptions for our shares.

The following table sets forth changes in cash and cash equivalents and restricted cash:

	Nine Months Ended September 30,
$ in thousands	2024		2023
Cash flows from operating activities	$	35,711	$	4,667
Cash flows from investing activities	(1,429,500)		(378,970)
Cash flows from financing activities	1,401,591		383,417
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1		—
Net change in cash, cash equivalents and restricted cash	$	7,803	$	9,114

Our operating activities provided net cash of $35.7 million for the nine months ended September 30, 2024, primarily from amounts advanced by our Adviser under our advisory agreement.

Our investing activities used net cash of $1.4 billion in the nine months ended September 30, 2024, and consisted of originating 25 commercial real estate loan investments during the period.

Our financing activities provided net cash of $1.4 billion in the nine months ended September 30, 2024. During the nine months ended September 30, 2024, we made net repayments on our revolving credit facility of $14.0 million and we received net proceeds from our secured financing facilities of $1.1 billion and net proceeds from the issuance of redeemable common stock and common stock of $60.0 million and $313.6 million, respectively. We also received net proceeds of $13.2 million from retail investor subscriptions paid in advance. We used cash of $12.9 million and $4.8 million during the nine months ended September 30, 2024 to pay dividends and debt issuance costs, respectively. Additionally, we used cash of $100.0 million to repurchase redeemable common stock.

As of September 30, 2024, our total assets were approximately $2.1 billion and consisted primarily of 35 investments in commercial real estate loans totaling $2.0 billion, restricted cash of $13.2 million and cash and cash equivalents of $20.1 million. We financed our commercial real estate loan investments with $1.6 billion of secured financing facility borrowings.

Our primary sources of liquidity include available borrowings under our secured financing facilities and revolving credit facility and cash and cash equivalents. Amounts available under these sources as of September 30, 2024 and December 31, 2023 are summarized in the following table:

$ in thousands	September 30, 2024		December 31, 2023
Cash and cash equivalents	$	20,115	$	1,975
Available borrowings under revolving credit agreements	250,000		86,000
Available borrowings under secured financing facilities	1,257,751		226,283
	$	1,527,866	$	314,258

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Our target leverage ratio after we have raised substantial offering proceeds and acquired a broad portfolio of commercial real estate loan investments is approximately 50% to 65% of the aggregate value of the underlying collateral of our commercial real estate loan investments. “Leverage ratio” calculated for portfolio management purposes is measured by dividing (x) the sum of the Company’s outstanding liabilities under its direct leverage strategies, including its secured financing arrangements, by (y) the aggregate of the underlying collateral securing the loans in the Company’s portfolio that are not subordinated loans at the time such leverage is incurred. For purposes of determining the value of the underlying collateral of our commercial real estate loan portfolio, the value is calculated as of the date on which the loan is extended to the borrower.

We also may use Company-level credit facilities or other financing arrangements that are not secured by commercial real estate loans or other investments as short-term cash management tools to pay fees and expenses, and bridge portfolio-level financing arrangements. There is no limit on the short-term indebtedness the Company may incur under Company-level credit facilities. Company-level credit facility loan balances outstanding for 12 months or longer will be factored into the leverage ratio above.

We may call $150 million in capital under the Invesco Subscription Agreement in one or more closings through March 23, 2028. We may also call up to $150 million in additional capital (for a total of $300 million) if needed to avoid triggering any concentration limit imposed by a third party in connection with its distribution or placement of our shares or for purposes of repaying indebtedness drawn on a facility that is secured by uncalled capital subscriptions. Invesco’s affiliate may not submit its shares for repurchase under our share repurchase plan until the earlier of March 23, 2028 and the date that our aggregate NAV is at least $1.5 billion. We can only accept a repurchase request from Invesco’s affiliate after all requests from unaffiliated stockholders have been fulfilled. We may elect to repurchase all or any portion of the shares acquired by Invesco’s affiliate at any time at a per share price equal to the most recently determined NAV per share for the applicable share class.

As of September 30, 2024, we may call an additional $234.7 million of the $300 million capital committed under the Invesco Subscription Agreement.

In December 2023, an institutional investor committed to purchase up to $200 million of our Class F shares under the Class F Subscription Agreement at one or more closings held prior to December 5, 2024. The Class F stockholder may not submit its shares for repurchase under our share repurchase plan until the earlier of (i) the date our NAV reaches $1.5 billion and (ii) March 23, 2028. However, the Class F stockholder is entitled to request that we repurchase its shares in the event that there is a key person event or a material strategy change as defined in the terms of the Class F subscription agreement. As of September 30, 2024, we have fully called capital committed under the Class F Subscription Agreement.

If we are unable to raise substantial funds in our Continuous Offering, we will make fewer investments resulting in less diversification in terms of the type, number, and size of investments we make. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, reduce our net income, and limit our ability to make distributions.

As of September 30, 2024, we owed the Adviser $21.4 million consisting of advanced organizational costs and offering expenses, advanced operating expenses, operating expenses incurred by the Adviser not covered under the advance, management and performance fees, and commitment fees. The Adviser advanced all of our organizational costs and offering expenses (other than upfront selling commissions and ongoing stockholder servicing fees), and all of our operating expenses, including debt issuance costs, incurred through May 31, 2024. We will reimburse the Adviser for all advanced organizational costs, offering expense and operating expenses ratably over the 52 months commencing December 1, 2024. We will reimburse the Adviser on a quarterly basis for organizational costs, offering expenses and operating expenses incurred subsequent to May 31, 2024. Management fees and performance fees began to accrue on March 1, 2024. Management fees will be paid quarterly in arrears and performance fees will be paid annually. Commitment fees are not advanced by the Adviser and are currently payable to the Adviser. Refer to Note 12 - “Related Party Transactions” of our condensed consolidated financial statements included in Item 1 of this Report for the components of due to affiliates as of September 30, 2024.

Forward-Looking Statements Regarding Liquidity

During the periods when we are selling more shares than we are repurchasing, we primarily use our capital to acquire our investments, which we also fund with other capital resources. During periods when we are repurchasing more shares than we are selling, we primarily use our capital to fund repurchases. During the months ended July 31, 2024 and September 30, 2024, we did not receive any repurchase requests under our Share Repurchase Plan. During the month ended August 31, 2024, we received repurchase requests below the applicable repurchase limits under our Share Repurchase Plan and fulfilled all repurchase requests. We continue to believe that our current liquidity position is sufficient to meet the needs of our business.

In addition, we may have other funding obligations, which we expect to satisfy with the cash flows generated from our investments and our capital resources described above. Such obligations may include distributions to our stockholders,

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operating expenses, repayment of indebtedness, and debt service on our outstanding indebtedness. Our operating expenses include, among other things, the management fee and performance fee we pay to the Adviser, both of which will impact our liquidity to the extent the Adviser elects to receive such payments in cash, or subsequently redeems Class E shares previously issued to them. To date, the Adviser has elected to be paid in Class E shares, resulting in a non-cash expense.

Contractual Obligations and Commitments

Commitments and contingencies may arise in the ordinary course of business. As of September 30, 2024, we had unfunded commitments of $246.0 million for certain of our commercial real estate loan investments. Unfunded commitments generally consist of funding for leasing costs, interest reserves and capital expenditures. Funding depends on timing of lease-up, renovation and capital improvements as well as satisfaction of certain cash flow tests. Therefore, the exact timing and amounts of such future loan fundings are uncertain. We expect to fund our loan commitments over the remaining current maturity of the related loans of 2.30 years.

We have also committed to pay counterparty legal, diligence and other fees in connection with new financing facilities in the ordinary course of business.

Critical Accounting Policies and Estimates

With the exception of those disclosed in Note 2 - “Summary of Significant Accounting Policies” of our condensed consolidated financial statements included in Item 1 of this Report, there have been no significant changes to our critical accounting policies and estimates that are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

Recent Accounting Standards

In November 2023, the Financial Standards Accounting Board issued an accounting standards update intended to improve reportable segment disclosure requirements on an annual and interim basis. The amendments require, among other items, enhanced disclosures around significant segment expenses regularly provided to the chief operating decision maker (“CODM”), as well as the CODM's title and position. Additionally, the amendments expand the scope of all segment reporting disclosure requirements to include those entities with only a single operating segment, such as us.

We are required to implement the amendments in our consolidated financial statements for the year ended December 31, 2024 and for interim periods thereafter.

Net Asset Value (“NAV”)

We calculate our NAV each month in accordance with valuation guidelines approved by our board of directors. We calculate our NAV for each class of shares based on the net asset values of our investments (including but not limited to commercial real estate loans and debt securities), the addition of any other assets (such as cash, restricted cash, receivables, and other assets obtained in the ordinary course of business), and the deduction of any liabilities (including but not limited to financing facilities, Company-level credit facilities, securitized loans, payables, and other liabilities incurred in the ordinary course of business). NAV is not a measure used under U.S. GAAP and the valuations of and certain adjustments made to our assets and liabilities used in the determination of NAV differs from U.S. GAAP. NAV is not equivalent to stockholders’ equity or any other U.S. GAAP measure.

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The following table reconciles U.S. GAAP stockholders’ equity per our condensed consolidated balance sheets to our NAV:

$ in thousands	September 30, 2024
Stockholders' equity	$	356,883
Adjustments:
Redeemable common stock - related party(1)	66,024
Organizational costs advanced by Adviser(2)	724
Offering costs advanced by Adviser(3)	1,261
Operating expenses advanced by Adviser(4)	12,348
Accrued stockholder servicing fees not currently payable(5)	5,732
Unamortized debt costs(6)	5,641
Preferred stock liquidation preference	(228)
NAV	$	448,385

(1)    We classify common stock held by the Adviser and by an Invesco affiliate as redeemable common stock and include the value of these shares as a component of our NAV. We report our redeemable common stock on our condensed consolidated balance sheets at redemption value. Redemption value is determined based on our net asset value (“NAV”) per share as of our balance sheet date.

(2)    The Adviser advanced all of our organizational costs through May 31, 2024. We expense our organizational costs as incurred in our condensed consolidated statements of comprehensive income. We will reimburse the Adviser for all of our organizational costs advanced through May 31, 2024 ratably over the 52 months commencing December 1, 2024. We will reimburse the Adviser for any organizational costs incurred subsequent to May 31, 2024 as incurred. For purposes of calculating our NAV, organizational costs paid by the Adviser through May 31, 2024 will not be recognized as an expense until we reimburse the Adviser for these costs.

(3)    The Adviser advanced all of our offering costs through May 31, 2024. We will reimburse the Adviser for all of our offering costs incurred through May 31, 2024 ratably over 52 months commencing December 1, 2024. For purposes of calculating our NAV, offering costs paid by the Adviser through May 31, 2024 will not be recognized as a reduction in NAV until we reimburse the Adviser for these costs.

(4)    The Adviser advanced all of our operating expenses, including $5.5 million for general and administrative expenses and $7.0 million for debt issuance and other financing costs, through May 31, 2024. These costs include $172,000 of certain prepaid expenses that are classified as other assets in our U.S. GAAP consolidated financial statements that have also been excluded from our NAV. We will reimburse the Adviser for all of our advanced operating expenses incurred through May 31, 2024 ratably over 52 months commencing December 1, 2024. We will reimburse the Adviser for any operating expenses incurred subsequent to May 31, 2024 as incurred. For purposes of calculating our NAV, operating expenses paid by the Adviser on our behalf through May 31, 2024 will not be reflected in our NAV until we reimburse the Adviser for these costs.

(5)    We have entered into an agreement with the Dealer Manager in connection with the Continuous Offering. Under the terms of our agreement, the Dealer Manager is entitled to receive upfront selling commissions and stockholder servicing fees for Class S, Class S-1, Class D and Class D-1 shares sold in the Continuous Offering. As of September 30, 2024, we have accrued stockholder servicing fees totaling $5.8 million of which $86,000 is currently payable to the Dealer Manager.

(6)    In accordance with U.S. GAAP, we expense debt issuance costs and other financing costs as incurred that relate to our debt facilities for which we have elected the fair value option. However, for purposes of NAV, debt issuance and other financing costs are capitalized and expensed over the life of the facility.

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The following table details the major components of our NAV as of September 30, 2024:

$ in thousands, except share data	September 30, 2024
Commercial real estate loan investments, at fair value	$	2,043,967
Cash and cash equivalents	20,115
Restricted cash	13,229
Interest receivable	6,101
Due from affiliate	231
Derivative assets, at fair value	8
Other assets(1)	558
Unamortized debt costs(2)	5,641
Secured lending agreements, at fair value	(1,515,001)
Term lending agreement, at fair value	(90,380)
Interest payable	(4,558)
Derivative liabilities, at fair value	(221)
Dividends and distributions payable	(5,411)
Accounts payable, accrued expenses and other liabilities	(18,733)
Due to affiliates(3)	(6,933)
Preferred stock liquidation preference	(228)
Net asset value	$	448,385
Number of outstanding shares(4)	17,708,686

(1)    Excludes $172,000 of certain prepaid expenses advanced by the Adviser that are classified as other assets in our U.S. GAAP consolidated financial statements.

(2)    In accordance with U.S. GAAP, we expense debt issuance costs and other financing costs as incurred that relate to our debt facilities for which we have elected the fair value option. However, for purposes of NAV, debt issuance and other financing costs are capitalized and expensed over the life of the facility.

(3)    Excludes (i) amounts advanced by the Adviser of $724,000 for organizational costs, $1.3 million for offering costs, $7.0 million for debt issuance and other financing costs and $5.5 million for general and administrative expenses and (ii) accrued stockholder servicing fees not currently payable to the Dealer Manager of $5.7 million.

(4)    Includes 2,624,401 shares of common stock that are classified as redeemable common stock.

The following table provides a breakdown of our total NAV and NAV per share by class as of September 30, 2024:

$ in thousands, except per share data	Class S Shares		Class S-1 Shares		Class D Shares		Class I Shares		Class E Shares		Class F Shares		Total
Net asset value	$	16,507	$	123,581	$	16,356	$	67,823	$	19,480	$	204,638	$	448,385
Number of outstanding shares(1)	658,550		4,910,334		652,947		2,699,032		768,970		8,018,853		17,708,686
NAV Per Share(2)	$	25.07	$	25.17	$	25.05	$	25.13	$	25.33	$	25.52

(1) Includes 652,479 Class S shares, 652,836 Class D shares, 651,538 Class I shares and 667,548 Class E shares that are classified as redeemable common stock.

(2)    As of September 30, 2024, we had not sold any Class D-1 shares.

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Funds from Operations and Funds Available for Distribution

Funds from operations (“FFO”) and funds available for distribution (“FAD”), as defined below, are not measures used under U.S. GAAP and certain adjustments made to our U.S. GAAP net income (loss) used in the determination of FFO and FAD will differ from U.S. GAAP. FFO and FAD should not be considered to be more relevant or accurate than the U.S. GAAP methodology in calculating net income (loss) or in evaluating our operating performance. FFO and FAD should not be considered as alternatives to net income (loss) as indications of our performance or as alternatives to cash flows from operating activities as indications of our liquidity, but rather should be reviewed in conjunction with these and other U.S. GAAP measurements. Further, FFO and FAD are not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders. In addition, our methodology for calculating FAD may differ from methodologies employed by other companies to calculate the same or similar supplemental performance measures, and accordingly, our reported FAD may not be comparable to the FAD reported by other companies.

FFO is a standard REIT industry metric defined by the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as net income or loss (computed in accordance with U.S. GAAP), excluding (i) gains or losses from sales of depreciable real property, (ii) impairment write-downs on depreciable real property, plus (iii) real estate-related depreciation and amortization and (iv) similar adjustments for non-controlling interests and unconsolidated entities.

Our business objective is to provide attractive risk-adjusted returns to our stockholders, primarily through dividends. We believe FAD is a meaningful non-GAAP measure that provides useful information for considering our operating results relative to the amount of our distributions by removing the impact of certain non-cash items or items not considered ongoing operating costs from our operating results. Organizational costs advanced by the Adviser are removed to arrive at FAD as these costs are reflective of the costs incurred to stand up our operations and are not considered ongoing operating costs. Offering costs related to preferred stock issuances, similarly, were organizational in nature and are not considered reflective of ongoing operational costs.

FAD is calculated as FFO excluding (i) organizational costs advanced by the Adviser, (ii) preferred stock offering costs, (iii) equity based compensation awards and amortization of unvested restricted stock awards, (iv) unrealized (gains) losses from changes in the fair value of financial instruments, (v) unrealized (gains) losses from derivative instruments, net, (vi) (gain) loss on foreign currency transaction, net, (vii) operating expenses advanced by the Adviser until the advanced expenses are reimbursed to the Adviser, (viii) management fees and performance fees paid in shares of our common stock even if repurchased by us, and (ix) stockholder servicing fees paid during the period. FAD is not indicative of cash available to fund our cash needs and does not represent cash flows from operating activities in accordance with U.S. GAAP. Cash flows from operating activities in accordance with U.S. GAAP would generally include adjustments for working capital items and actual cash receipts from interest income recognized on commercial real estate loan investments, which are excluded for FAD. Furthermore, FAD is adjusted for stockholder servicing fees, which are not considered when determining cash flows from operating activities in accordance with U.S. GAAP. We may add additional adjustments from FFO to arrive at FAD as appropriate; for example, repayment of organizational costs to the Adviser will reduce FAD in the periods such payments are made.

To maintain our qualification as a REIT, U.S. federal income tax law generally requires that we distribute at least 90% of our REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding net capital gains. We plan to distribute at least 100% of our REIT taxable income. Because we view funds available for distribution as a consistent measure of our investment portfolio's ability to generate income for distribution to common stockholders, funds available for distribution is one metric, but not the exclusive metric, that our Board uses to determine the amount, if any, and the payment date of dividends on our common stock. However, funds available for distribution should not be considered as an indication of our taxable income, a guaranty of our ability to pay dividends or as a proxy for the amount of dividends we may pay, as funds available for distribution excludes certain items that impact our cash needs.

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The table below provides a reconciliation of U.S. GAAP net income (loss) attributable to common stockholders to FFO and FAD for the following periods:

$ in thousands	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
Net income (loss) attributable to common stockholders	$	6,040	$	14,340
Funds from operations (FFO)	$	6,040	$	14,340
Adjustments:
Organizational costs advanced by Adviser(1)	—		17
Equity based compensation expense	19		56
Unrealized (gain) loss on commercial real estate loan investments, net	273		(930)
Unrealized (gain) loss on secured financing facilities, net	(160)		762
Unrealized (gain) loss on derivative instruments, net	213		213
(Gain) loss on foreign currency transactions, net	(85)		(85)
Operating expenses advanced by Adviser(2)	136		5,699
Non-cash management fee	456		908
Non-cash performance fee	366		1,216
Stockholder servicing fees paid to the Dealer Manager	(225)		(470)
Funds available for distribution (FAD)	$	7,033	$	21,726

(1)    Represents organizational costs as reported on our condensed consolidated statements of comprehensive income, excluding certain organizational costs not advanced by the Adviser of $8,000 and $10,000 for the three and nine months ended September 30, 2024, respectively.

(2)    Operating expenses advanced by the Adviser consist of:

$ in thousands	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
Debt issuance and other financing costs related to borrowings, at fair value	$	5,926	$	9,616
General and administrative expenses	2,214		5,172
Less: equity based compensation expense	(19)		(56)
Less: operating expenses not advanced by the Adviser	(7,985)		(9,033)
Total operating expenses advanced by the Adviser	$	136	$	5,699

The components of funds available for distribution for the three and nine months ended September 30, 2024 are:

$ in thousands	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
Net interest income	$	9,858	$	21,992
Commitment fee income, net of related party expense	5,140		8,658
Other income	260		610
Stockholder servicing fees paid to the Dealer Manager	(225)		(470)
Organizational costs not advanced by the Adviser	(8)		(10)
Operating expenses not advanced by the Adviser	(7,985)		(9,033)
Subtotal	7,040		21,747
Dividends to preferred stockholders	(7)		(21)
Funds available for distribution (FAD)	$	7,033	$	21,726

Distributions

We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as calculated in accordance with U.S. GAAP, to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code of 1986 (the “Code”) and minimize tax liability.

We began declaring monthly distributions in August 2023 with a cumulative distribution from funds available for distribution up to that point. The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.

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The table below details the net distribution per share for each of our common share classes for the nine months ended September 30, 2024:

Declaration Date	Class S Shares		Class S-1 Shares		Class D Shares		Class I Shares		Class E Shares		Class F Shares
January 31, 2024	$	0.1600	$	0.1419	$	0.1600	$	0.1600	$	0.1600	$	—
February 29, 2024	0.1600		0.1419		0.1600		0.1600		0.1600		—
March 31, 2024(1)	0.1600		0.1428		0.1600		0.1600		0.1600		—
March 31, 2024(1)	0.3800		0.3800		0.3800		0.3800		0.3800		—
April 30, 2024	0.1600		0.1426		0.1600		0.1600		0.1600		0.1600
May 31, 2024(2)	0.1600		0.1419		0.1600		0.1600		0.1600		0.1600
May 31, 2024(2)	0.3000		0.3000		0.3000		0.3000		0.3000		0.3000
June 30, 2024	0.1583		0.1426		0.1600		0.1600		0.1600		0.1600
July 31, 2024	0.1583		0.1420		0.1600		0.1600		0.1600		0.1600
August 31, 2024	0.1582		0.1419		0.1600		0.1600		0.1600		0.1600
September 30, 2024(3)	0.1598		0.1424		0.1600		0.1600		0.1600		0.1600
September 30, 2024(3)	0.1500		0.1500		0.1500		0.1500		0.1500		0.1500
Total	$	2.2646	$	2.1100	$	2.2700	$	2.2700	$	2.2700	$	1.4100

(1)    On March 31, 2024, we declared a monthly distribution of $0.1600 per share and a special distribution of $0.3800 per share for each share class.

(2)    On May 31, 2024, we declared a monthly distribution of $0.1600 per share and a special distribution of $0.3000 per share for each share class.

(3)    On September 30, 2024, we declared a monthly distribution of $0.1600 per share and a special distribution of $0.1500 per share for each share class.

The following table summarizes our distributions declared during the three and nine months ended September 30, 2024.

	Three Months Ended				Nine Months Ended
	September 30, 2024				September 30, 2024
$ in thousands	Amount		Percentage		Amount		Percentage
Distributions
Payable in cash	$	2,473	26	%	$	11,730	51	%
Reinvested in shares	6,928		74	%	11,231		49	%
Total distributions	$	9,401	100	%	$	22,961	100	%
Sources of Distributions
Cash flows from operating activities(1)	$	9,401	100	%	$	22,961	100	%
Offering proceeds	—		—		—		—
Financing proceeds	—		—		—		—
Total sources of distribution	$	9,401	100	%	$	22,961	100	%
Net cash provided by operating activities	$	17,185			$	35,711

(1) As of September 30, 2024, our inception to date cash flows from operating activities funded 100% of our distributions.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company may be exposed to market risk with respect to the fair value of commercial real estate loans and borrowings due to changes in market conditions, including spreads, benchmark interest rates, property cash flows, and commercial property values that serve as collateral. While we do not seek to avoid risk completely, we believe that risk can be quantified from historical experience, and we seek to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake.

Interest Rate Risk

Interest rate risk is highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. We are exposed to interest rate volatility primarily as a result of the floating rate nature of the commercial real estate loans we hold and the financing we place on them. Additionally, we may use Company-level credit facilities featuring floating interest rates for liquidity and working capital purposes. Furthermore, we may make investments in fixed and floating rate debt securities; the value of our positions may increase or decrease depending on interest rate movements. Finally, interest rate changes may impact the availability of financing needed to expand our investment portfolio.

A rise in benchmark interest rates, such as SOFR, can be expected to lead to higher interest income earned (calculated as benchmark interest rate plus spread) on any variable rate commercial real estate loan we may hold and to declines in the value of any fixed rate commercial real estate loan we may hold. Rising benchmark interest rates carry default risk to our borrowers, because debt service payments may increase relative to cash flows from underlying properties, triggering borrower liquidity covenants. Therefore, we expect to protect interest income by requiring borrowers to purchase benchmark interest rate caps, which provides a hedge against rising benchmark interest rates, whereby the borrower will receive excess cash if benchmark interest rates exceed predetermined strike prices. Furthermore, rising benchmark interest rates also cause our overall cost of borrowing to increase, partially offsetting any increase in elevated interest income earned on our variable rate commercial real estate loan. We may use derivative financial instruments to hedge benchmark interest rate exposure on our borrowings to mitigate the impact on our debt service payments. An increase in benchmark interest rates may result in an increase in our net interest income and the amount of performance fees payable to the Adviser.

A decline in benchmark interest rates can be expected to lead to lower interest income earned from any variable rate commercial real estate loan we hold and increases in the value of any fixed rate commercial real estate loan we may hold. To mitigate the impact of reduced earnings as a result of declining benchmark interest rates, we expect to structure benchmark interest rate floors into each loan where the borrower will be required to pay minimum debt service payments should benchmark interest rates fall below a predetermined rate. Additionally, reduced benchmark interest rates also cause our overall cost of borrowings to decrease. Because our borrowings do not feature interest rate floors, but our variable rate commercial real estate loan feature minimum debt service payments due to us, declining benchmark interest rates below the structured floors may result in an increase to the net interest income received and in the amount of performance fees payable to the Adviser.

As of September 30, 2024, we had $2.0 billion of outstanding principal on our floating rate commercial real estate loans, $1,604.8 million outstanding on our floating rate financing facilities and no balance outstanding on our Company-level credit facilities.

The net interest income sensitivity analysis table presented below shows the estimated impact over a twelve-month period of an instantaneous parallel shift in the yield curve, up and down by 100 basis points on our net interest income, assuming no changes in the composition of our commercial real estate loan investment portfolio and our outstanding borrowings in effect as of September 30, 2024. The analysis presented utilized assumptions, models and estimates of our Adviser based on our Adviser’s judgment and experience.

$ in thousands	At September 30, 2024
Change in Interest Rates	Projected Increase (Decrease) in Net Interest Income		Percentage Change in Projected Net Interest Income
+1.00%	$	3,718	8.41	%
-1.00%	$	5,818	13.17	%

Certain assumptions have been made in connection with the calculation of the information set forth in the foregoing interest rate sensitivity table (e.g., excluding the settlement of currency forward contracts) and, as such, there can be no assurance that assumed events will occur or that other events will not occur that would affect the outcomes. The interest rate scenarios assume

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interest rates at September 30, 2024. Furthermore, while the analysis reflects the estimated impact of interest rate increases and decreases on a static portfolio, we actively manage the size and composition of our investments, which can result in material changes to our interest rate risk in the portfolio.

The information set forth in the interest rate sensitivity table above and all related disclosures constitutes forward-looking statements within the meaning of Section 21E of the Exchange Act. Actual results could differ significantly from those estimated in the foregoing interest rate sensitivity table.

Credit Risk

We are exposed to credit risk in our commercial real estate loans with respect to a borrower’s ability to make required debt service payments to us and repay the unpaid principal balance in accordance with the terms of the applicable loan agreement. We manage this risk by conducting a credit analysis prior to making an investment and by actively monitoring our portfolio and the underlying credit quality, including subordination and diversification, of our commercial real estate loans. In addition, we re-evaluate the credit risk inherent in our commercial real estate loans on a regular basis under fundamental considerations such as gross domestic product, unemployment, interest rates, retail sales, store closing/openings, corporate earnings, housing inventory, affordability and regional home price trends.

While our investment objectives include avoiding excess sponsor/borrower concentration, we expect to experience some level of sponsor/borrower concentration prior to the time that we have raised substantial offering proceeds and acquired a broad portfolio of Credit Assets. As of September 30, 2024, we have invested in 35 commercial real estate loans with a fair value of $2.0 billion. Our portfolio includes the following loans that are cross collateralized and cross defaulted under master credit agreements with a single borrower.

Counterparty	Loan Count	Fair Value	% of Loan Portfolio
Borrower A(1)	3	239,845	12	%
Borrower B	3	304,486	15	%

(1) The Company has committed to fund an additional $27.4 million under the master credit agreement for leasing costs, interest reserves and capital expenditures. The loans that the Company has made under the master credit agreement are guaranteed by an affiliate of the borrower that, in turn, indirectly owns the borrower.

We are exposed to credit risk with respect to the tenants that occupy properties that serve as collateral to our commercial real estate loans. To mitigate this risk, we seek to avoid large single tenant exposure and we undertake a credit evaluation of major tenants prior to making a loan. This analysis includes extensive due diligence of a potential tenant’s creditworthiness and business, as well as an assessment of the strategic importance of the property to the tenant’s core business operations.

Finally, we may be exposed to counterparty credit risk under the terms of a derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

Market Risk

Market Value Risk

We may also be exposed to market risk with respect to the fair value of our commercial real estate loans, debt securities and borrowings due to changes in market conditions, including spreads, benchmark interest rates, property cash flows, and commercial property values that serve as collateral. We seek to manage our exposure to market risk by originating or acquiring commercial real estate loans secured by different property types located in diverse, but liquid markets with stable credit ratings. The fair value of our commercial real estate loans, debt securities and borrowings may fluctuate, therefore the amount we will realize upon any repayment, sale, or an alternative liquidation event is unknown.

The investment portfolio value sensitivity analysis table presented below shows the estimated impact of a change in market benchmark spreads, up and down 100 basis points, on the fair value of our benchmark spread-sensitive investments and borrowings as of September 30, 2024, assuming a static portfolio and constant financing. When evaluating the impact of changes in benchmark spreads, prepayment assumptions and principal reinvestment rates are adjusted based on our Adviser’s expectations. The analysis presented utilized assumptions, models and estimates of our Adviser based on our Adviser’s judgment and experience.

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$ in thousands	At September 30, 2024
Change in Market Spreads	Projected Increase (Decrease) in Net Portfolio Value		Percentage Change in Projected Net Portfolio Value
+1.00%	$	(7,993)	(1.82)	%
-1.00%	$	2,191	0.50	%

Certain assumptions have been made in connection with the calculation of the information set forth in the foregoing spread sensitivity table and, as such, there can be no assurance that assumed events will occur or that other events will not occur that would affect the outcomes. Furthermore, while the analysis reflects the estimated impact of spread increases and decreases on a static portfolio, we actively manage the size and composition of our investments, which can result in material changes to our benchmark spread risk in the portfolio.

The information set forth in the spread sensitivity tables above and all related disclosures constitutes forward-looking statements within the meaning of Section 21E of the Exchange Act. Actual results could differ significantly from those estimated in the foregoing spread sensitivity table.

Real Estate Risk

Commercial property values are subject to volatility and may be adversely affected by a number of factors, including: national, regional and local economic conditions; local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes and/or tax and legal considerations. Changes in commercial property values are difficult to predict with accuracy. We model a range of valuation scenarios and the resulting impacts to our business.

Currency Risk

Our commercial real estate loan investments that are denominated in a foreign currency are subject to risks related to fluctuations in foreign currency exchange rates. We generally mitigate this exposure by matching the currency of our foreign currency assets to the currency of the borrowings that finance those assets. We typically enter into a series of foreign currency forward contracts to fix the U.S. dollar amount of foreign currency denominated cash flows (primarily interest income and principal payments) we expect to receive from our foreign currency denominated investments. As a result, we substantially reduce our exposure to changes in portfolio value related to changes in foreign currency exchange rates.

While such transactions are entered into in an effort to minimize our exposure to changes in foreign currency exchange rates, there can be no assurance that our hedges will eliminate all of our currency risk. If actual prepayments of our foreign currency-denominated loans are faster or slower than expected, the hedge instruments are unlikely to fully protect us from changes in the valuation of such foreign currency. Further, there is counterparty risk associated with the future creditworthiness of our foreign currency hedge counterparties. When determining the fair value of our currency forward contracts, we consider the effect of nonperformance risk as a part of the valuation process and include a credit risk adjustment where appropriate. Additionally, we may be required under certain circumstances to collateralize our currency hedges for the benefit of a hedge counterparty, which could adversely affect our liquidity.

Despite being economic hedges, we have elected not to treat our foreign currency forwards as hedges for accounting purposes and, therefore, the changes in the value of such instruments, including actual and accrued payments, are included in our consolidated statements of comprehensive income.

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The following table represents our assets and liabilities that are denominated in a foreign currency (amounts in thousands):

	September 30, 2024
	Euro		GBP
Foreign currency assets	€	173,409	£	83,096
Foreign currency liabilities	(138,724)		(66,467)
Foreign currency contracts - notional, net	(39,474)		(19,417)
Net exposure to exchange rate fluctuations	€	(4,789)	£	(2,788)
Net exposure to exchange rate fluctuations in USD(1)	$	(5,345)	$	(3,733)

(1) Represents the U.S. dollar equivalent based on the Euro closing rate of 1.1161 and GBP closing rate of 1.3388 as of September 30, 2024.

For further information regarding our foreign currency forward contracts, see Note 7 - “Derivatives and Hedging Activities” of our condensed consolidated financial statements in Part I. Item 1 of this Report.

ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report was made under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon this evaluation, our CEO and CFO have concluded that as of the end of the period covered by this Quarterly Report our disclosure controls and procedures (a) are effective to reasonably ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of September 30, 2024, we were not involved in any such legal proceedings.

ITEM 1A.    RISK FACTORS

There were no material changes during the period covered by this Quarterly Report to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 29, 2024. Additional risks not presently known, or that we currently deem immaterial, also may have a material adverse effect on our business, financial condition and results of operations.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Unregistered Sales of Equity Securities

On July 16, 2024, we issued 12,456 Class S-1 shares at a price per share of $25.0306 for a total value of $312,000, 5,903 Class I shares at a price per share of $25.0046 for a total value of $148,000, 263 Class E shares at a price per share of $25.1735 for a total value of $7,000, and 30,040 Class F shares at a price per share of $25.2855 for a total value of $760,000 under our distribution reinvestment plan.

On August 15, 2024, we issued 13,519 Class S-1 shares at a price per share of $25.0681 for a total value of $339,000, 6,304 Class I shares at a price per share of $25.0478 for a total value of $158,000, 327 Class E shares at a price per share of $25.2294 for a total value of $8,000, and 32,670 Class F shares at a price per share of $25.3329 for a total value of $828,000 under our distribution reinvestment plan.

On September 13, 2024, we issued 14,931 Class S-1 shares at a price per share of $25.1096 for a total value of $375,000, 7,419 Class I shares at a price per share of $25.0888 for a total value of $185,000, 328 Class E shares at a price per share of $25.2899 for a total value of $8,000, and 50,182 Class F shares at a price per share of $25.4075 for a total value of $1.3 million under our distribution reinvestment plan.

The transactions described above were exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) thereof.

Issuer Purchases of Equity Securities

We have adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that we repurchase all or any portion of their shares of our common stock, subject to the terms and conditions of the share repurchase plan. We may choose, in our discretion, to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any month, subject to any limitations in the share repurchase plan.

The total amount of share repurchases under the plan is limited to 2% of our aggregate NAV per month and 5% of our aggregate NAV per calendar quarter.

Shares will be repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Our transaction price will generally equal our prior month's NAV per share for that share class. Shares repurchased within one year of the date of issuance generally will be repurchased at 95% of the current transaction price, subject to certain limited exceptions. Due to the illiquid nature of investments in commercial real estate loans, we may not have sufficient liquid resources to fund repurchase requests. Our board of directors may modify or suspend the share repurchase plan.

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During the three months ended September 30, 2024, we repurchased shares of our common stock in the following amounts:

Month of:	Total Number of Shares Repurchased	Average Price Paid per Share(1)		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs(2)	Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs (3)
July 2024	—	$	—	—	—
August 2024	10,644	$	23.92	10,644	—
September 2024	—	$	—	—	—
	10,644	$	23.92	10,644	—

(1)Shares repurchased within one year of the date of issuance generally will be repurchased at 95% of the current transaction price, subject to certain limited exception.

(2)Publicly announced plans or programs include share repurchases under our share repurchase plan, if any.

(3)All repurchase requests under our share repurchase plan were satisfied.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.    OTHER INFORMATION

On November 11, 2024, the Company entered into an Amended and Restated Dealer Manager Agreement (the “A&R DMA”) by and among the Company, the Adviser and Invesco Distributors, Inc. (the “Dealer Manager”) in order to permit the Dealer Manager, if previously approved by the Company’s board of directors in accordance with the Company’s Charter, to enter into an agreement with a participating distribution agent that provides that the Company will cease paying stockholder servicing fees, and Class S Shares or Class D Shares will automatically convert to a number of Class I Shares with an equivalent NAV, once total upfront selling commissions and stockholder servicing fees paid with respect to such Class S Shares or Class D Shares equal an amount of gross proceeds from the sale of such Shares (including the gross proceeds of any Shares issued under the distribution reinvestment plan) in an amount other than 8.75%. The A&R DMA aligns its provisions with the Company’s Charter that permits a deviation from 8.75%, in an amount not exceeding 10%, if approved by the Company’s board of directors and disclosed by the Company.

The summary of the A&R DMA set forth above does not purport to be a complete summary and is qualified in its entirety by reference to the A&R DMA, a copy of which is filed herewith and incorporated by reference herein.

In connection with its approval of the A&R DMA, the Company’s board of directors approved for one participating broker-dealer that the Company will cease paying the stockholder servicing fees, and Class S Shares held in a stockholder’s account will automatically convert to a number of Class I Shares with an equivalent NAV, once total upfront selling commissions and stockholder servicing fees paid with respect to the Class S Shares held by such stockholder within such account equal 6% of the gross proceeds from the sale of such Shares (including the gross proceeds of any Class S Shares issued under the distribution reinvestment plan).

ITEM 6.    EXHIBITS

Exhibit No.	Description
3.1	Articles of Amendment and Restatement of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10, filed with the SEC on June 29, 2023.
3.2	Articles of Amendment of the Company, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10/A, filed with the SEC on August 25, 2023.
3.3	Articles of Amendment of the Company, incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed with the SEC on August 21, 2024.
3.4*	Certificate of Correction to the Articles of Amendment and Restatement of the Company

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3.5	Articles Supplementary Classifying and Designating a Class of Preferred Stock as 12.5% Series A Cumulative Redeemable Preferred Stock and Fixing Distribution and Other Preferences and Rights of Such Class, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10, filed with the SEC on June 29, 2023.
3.6	Articles Supplementary Classifying and Designating a Class of Common Stock as Class S-1 Common Stock and Fixing Distribution and Other Preferences and Rights of Such Class, incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form 10/A, filed with the SEC on August 25, 2023.
3.7	Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland effective on October 16, 2023, incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed with the SEC on October 19, 2023.
3.8	Articles Supplementary Classifying and Designating a Class of Common Stock as Class F Common Stock and Fixing Distribution and Other Preferences and Rights of Such Class, incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed with the SEC on December 11, 2023.
3.9	Articles Supplementary Classifying and Designating a Class of Common Stock as Class D-1 Common Stock and Fixing Distribution and Other Preferences and Rights of Such Class, incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K, filed with the SEC on August 21, 2024.
3.10	Bylaws of the Company, incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 10, filed with the SEC on June 29, 2023.
4.1	Second Amended and Restated Distribution Reinvestment Plan, effective August 20, 2024, incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed with the SEC on August 21, 2024.
10.1	Amended and Restated Advisory Agreement by and among the Company, Invesco Commercial Real Estate Finance Investments, LP and Invesco Advisers, Inc., dated August 20, 2024, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on August 21, 2024.
10.2	First Amendment to Revolving Credit Facility, dated August 16, 2024, by and among INCREF Borrower, LLC, Invesco Advisers, Inc., and Goldman Sachs Bank USA, as Administrative Agent and as a Lender, incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K, filed with the SEC on August 21, 2024.
10.3	Amendment No. 3, dated August 16, 2024, to the Subscription Agreement, dated March 23, 2023 between the Company and Invesco Realty, Inc., incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K, filed with the SEC on August 21, 2024.
10.4*	Amended and Restated Dealer Manager Agreement, dated November 11, 2024, by and among the Company, Invesco Advisers, Inc. and Invesco Distributors, Inc.
31.1*	Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer, 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 Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Statements of Changes in Equity and Redeemable Equity Instruments; and (iv) Condensed Consolidated Statements of Cash Flows
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith ** Furnished herewith

The agreements and other documents filed as exhibits to this Quarterly Report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other

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documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
November 13, 2024	By:	/s/ Hubert J. Crouch
		Hubert J. Crouch
		Chief Executive Officer
		(Principal Executive Officer)
November 13, 2024	By:	/s/ Courtney Popelka
		Courtney Popelka
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

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