Invesco Commercial Real Estate Finance Trust, Inc.

Proxy

Statement

Notice of 2025 Annual Meeting of Stockholders

Notice of 2025 Annual Meeting of Stockholders

				Items of business		Board voting recommendation
Date and time				1   To elect six (6) directors to the Board of Directors to hold office until the annual meeting of stockholders in 2026				FOR
		Wednesday, May 7, 2025, at 1:00 p.m., Central Time
				2   Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025				FOR
Place
		2300 N. Field Street Dallas, Texas 75201 8th Floor Boardroom		3   To consider and act upon such other business as may properly come before the meeting or any adjournment thereof
Voting methods				Who can vote Only holders of record of our common stock as of the close of business on March 19, 2025 are entitled to notice of and to attend and vote at the Annual Meeting and any adjournment or postponement thereof. On March 27, 2025, we mailed to eligible stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our Annual Report via the Internet.   Stockholders, whether or not they expect to be present at the Annual Meeting, are requested to authorize a proxy to vote their shares electronically via the Internet, by telephone or by completing and returning a proxy card. Voting instructions are printed on your Notice. Any person giving a proxy has the power to revoke it at any time prior to the Annual Meeting and stockholders who are present at the Annual Meeting may withdraw their proxies and vote in person at the Annual Meeting.   By order of the Board of Directors,       Tina Carew, Company Secretary March 27, 2025
		Internet Visit the web site listed on your Notice
		Telephone Call the telephone number listed on your Notice
		Mail Sign, date and return a requested proxy card
		In person Attend the Annual Meeting in Dallas, Texas

ii  Invesco Commercial Real Estate Finance Trust, Inc.

Contents

1  Invesco Commercial Real Estate Finance Trust, Inc.

Proposal		Election of directors
1		Our Board of Directors currently has seven directors, each of whom is serving a term of office that continues until the Annual Meeting in 2025, or until such director’s successor has been duly elected and qualified, or such director is removed from office or such director’s office is otherwise earlier vacated. Beth A. Zayicek, one of our directors, is not seeking re-election this year consistent with her announced upcoming departure as an employee of Invesco Ltd. Our board agreed to reduce its size from seven to six directors effective upon the end of Ms. Zayicek’s service on our board.   The Board has nominated Hubert J. Crouch, R. Scott Dennis, James H. Forson, R. David Kelly, J. Ray Nixon, and Paul E. Rowsey for election as directors of the company for a term ending at the 2026 Annual Meeting, or until such director’s successor has been duly elected and qualified, or such director is removed from office. As previously announced, Mr. Forson will retire from the board effective June 30, 2025. Further information regarding the nominees is shown on the following pages. Each nominee has indicated to the company that the nominee would serve if elected. We do not anticipate that any of our director nominees would be unable to stand for election, but if that were to happen, the Board may reduce the size of the Board, designate a substitute or leave a vacancy unfilled. If a substitute is designated, proxies voting on the original director candidate will be cast for the substituted candidate.   Under our Bylaws, at any meeting held for the purpose of electing directors at which a quorum is present, each director nominee receiving the affirmative vote of a plurality of the total votes cast with respect to such nominee at the meeting will be elected as a director. If an incumbent nominee for the Board fails to receive the required number of votes for re-election, then under Maryland law, he or she will continue to serve as a “holdover” director until his or her successor is duly elected and qualifies.
				Recommendation of the Board The Board unanimously recommends a vote “FOR” the election to the Board of each of the director nominees.
				Vote required: This proposal requires the affirmative vote of a plurality of votes cast at the Annual Meeting. Withheld votes and broker “non- votes”, if any, will have the effect of a vote against the nominees.

3  Invesco Commercial Real Estate Finance Trust, Inc.

Information about director nominees

Director nominees to serve until the 2026 Annual Meeting of Stockholders

5  Invesco Commercial Real Estate Finance Trust, Inc.

Director Independence

Our Bylaws and our Corporate Governance Guidelines (“Guidelines”) require a majority of the members of our Board of Directors, and all members of our Audit Committee, to be “independent” directors in accordance with the criteria in our Bylaws, the applicable rules of the Securities and Exchange Commission (the “SEC”) and the listing standards of the New York Stock Exchange (“NYSE”). Our Audit Committee charter also requires that all members of our Audit Committee be “independent” directors.

Our Charter provides that a majority of our directors must be independent directors, except for a period of up to 60 days after the death, removal or resignation of an independent director pending the election of a successor independent director. Our Bylaws define “independent director” by reference to the applicable independence standards of the NYSE. Under these standards, a director is deemed to be not independent if such director, or his or her immediate family member, among other criteria, (i) is or has been within the last three years, an employee of the company or (ii) is an employee or executive officer of a company that has made payments to, or received payments from, the company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1.0 million or 2% of such other company’s consolidated gross revenues.

Based upon its review, our Board of Directors has affirmatively determined that each of Messrs. Forson, Kelly, Nixon and Rowsey are “Independent Directors” under all applicable standards for independence, including as required for service on our Audit Committee.

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Communications with the Lead Independent Director and non-executive directors

Any interested party may communicate with the Lead Independent Director or with our non-executive directors as a group at the following address:

Invesco Commercial Real Estate Finance Trust, Inc.

2300 N. Field Street

Suite 1200

Dallas, TX 75201

Attn: Office of the Company Secretary

Communications will be distributed to the Board, or to any of the Board’s committees or individual directors as appropriate, depending on the facts and circumstances of the communication. In that regard, the Board does not receive certain items which are unrelated to the duties and responsibilities of the Board.

In addition, our adviser maintains a Whistleblower Hotline for its employees or affiliates or individuals outside the company to report complaints or concerns on an anonymous and confidential basis regarding questionable accounting, internal accounting controls or auditing matters and possible violations of the company’s Code of Conduct or law.

Persons may submit any complaint regarding accounting, internal accounting controls or auditing matters directly to the Audit Committee of the Board of Directors by sending a written communication appropriately addressed to:

Audit Committee

Invesco Commercial Real Estate Finance Trust, Inc.

2300 N. Field Street

Suite 1200

Dallas, TX 75201

Attn: Office of the Company Secretary

2025 Proxy Statement  8

Hedging policy

As part of our insider trading policy, we have a hedging policy in place for all of our directors, officers and employees, officers of our manager and employees of our manager who provided services to us, and any of their respective (i) family members that reside in the same household as the individual (including a child away at college), (ii) anyone else who lives in the household, and (iii) family members outside of the household whose transactions in the company’s securities are directed by such individual or are subject to such individual’s influence or control and (iv) any entities, including any corporations, partnerships or trusts that the individual influences or controls. Our policy prohibits hedging or monetization transactions, such as zero-cost collars and forward sale contracts, involving our securities; however, limited exceptions are allowed. To date, no exceptions have been made.

Board’s role in risk oversight

As with every business, we confront and must manage various risks including financial and economic risks related to the performance of our portfolio and how our investments have been financed. Pursuant to our Charter and Bylaws and the Maryland General Corporation Law, our business and affairs are managed under the direction of our Board of Directors. Our adviser is responsible for the day-to-day management of risks we face, while our Board of Directors has responsibility for establishing broad corporate policies for our overall operation and for the direction and oversight of our risk management. We have in place an enterprise risk management committee consisting of executive and senior management. The committee meets regularly and maintains dialogue with our Board of Directors regarding the top risks of the company and mitigating actions to address them. By receiving quarterly reports, the Board maintains a practical understanding of the risk management process and risk appetite of the company. Members of our Board of Directors keep informed of our business by participating in meetings of our Board of Directors and the Audit Committee, by reviewing analyses, reports and other materials provided to them by and through discussions with our adviser and our executive officers.

In addition, since we are externally advised, we also rely upon the operational and investment risk oversight functions of our adviser and its affiliates. Invesco’s global risk management framework enables consistent and meaningful risk dialogue. Its global investment risk and performance committee oversees the management of core investment risks, up, down and across the company while its enterprise risk management committee oversees the management of all other business and strategic related risks. A network of regional, business unit and specific risk management committees, with the oversight of Invesco’s enterprise risk management committee, provides ongoing identification, assessment, management and monitoring of risk that ensures both broad as well as in-depth, multi-layered coverage of the risks existing and emerging in the various domains of its business.

Oversight over Cybersecurity Risk

Our Board of Directors oversees cybersecurity risk and receives updates, at a minimum, twice per year from our adviser’s Chief Information Security Officer (“CISO) (or designee), which updates include a review of our adviser’s global security program and cybersecurity, including risks and protections for us and our adviser. The Global Operational Risk Management Committee, one of our adviser’s risk management committees, provides executive-level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk. In addition, the CISO (or designee) provides quarterly updates to our company’s enterprise risk management committee, which in turn provides quarterly updates to our Board of Directors, and members of our management team are included in our adviser’s incident response process in the event a cyber security incident occurs that could materially impact us.

Through this regular and consistent risk communication, the Board seeks to maintain reasonable assurance that all material risks of the company are being addressed and that the company is fostering a risk-aware culture in which effective risk management is embedded in the business.

2025 Proxy Statement 10

Information about the Board and Audit Committee

Board of Directors and Audit Committee

We operate under the direction of our Board of Directors, the members of which are accountable to us and our stockholders as fiduciaries. Our Board currently has seven members, four of whom are independent directors, as defined by our Guidelines.

Board meetings and annual meeting of stockholders

During the calendar year ended December 31, 2024, the Board held eight meetings (not including committee meetings). Each director attended at least seventy-five percent (75%) of the aggregate of the total number of meetings held by the Board and the total number of Audit Committee meetings. The Board does not have a formal policy regarding Board member attendance at stockholder meetings. All directors attended the Annual Meeting of Stockholders in 2024.

11  Invesco Commercial Real Estate Finance Trust, Inc.

Director compensation

Our directors who are affiliated with Invesco or the adviser, who we refer to as executive directors, do not receive additional compensation for serving on the board of directors or committees thereof. Our board of directors periodically reviews the level and form of the compensation of our non-executive directors, including how such compensation relates to director compensation of companies of comparable size, industry and complexity. As a part of its review, the board of directors received a report from the adviser on comparable non-executive director compensation practices and levels at companies of comparable size, industry and complexity.

The board of directors approved non-executive director compensation for the 2024 service period as follows:

Director compensation table

The following table sets forth the compensation paid to our non-executive directors during the year ended December 31, 2024:

1. Includes the annual base fee and, as applicable, Lead Independent Director and the Audit Committee Chair supplemental fee.

2. Reflects the grant as of May 17, 2024 of an annual equity award in the amount of (i) 93.466 shares of Class E common stock for the service period March 2024 to May 2024 and (ii) 741.631 shares of Class E common stock for the service period May 2024 to May 2025. The equity awards vest on the anniversary of the date of grant. The values in the table reflect the full grant date fair value of such equity awards, determined in accordance with U.S. generally accepted accounting principles.

The board of directors approved non-executive director compensation for the 2025 service period as follows:

We do not pay our directors additional fees for attending board of director meetings, but we reimburse each of our directors for actual and reasonable out-of-pocket expenses incurred in attending board of director and committee meetings (including, but not limited to, the cost of airfare, hotel and food). The shares of stock granted to our non-executive directors are granted pursuant to the terms and conditions of our equity incentive plan, which has been adopted by our board of directors and approved by our stockholders.

Information about the Executive Officers of the company

Our executive officers include Hubert J. Crouch, Courtney Popelka, Charlie Rose, and Beth A. Zayicek. Information regarding Mr. Crouch is contained in “Information about Director Nominees.”

13  Invesco Commercial Real Estate Finance Trust, Inc.

Policies and Procedures for Related Person Transactions

Our Board of Directors has adopted written policies and procedures in our Guidelines with respect to transactions with affiliated persons. Under the Guidelines, these transactions, if permitted, must be approved by a majority of our directors, including a majority of our independent directors, and must meet the standards set forth in the Guidelines.

Certain Relationships and Related Transactions

The Subscription Agreement

We entered into the Invesco Subscription Agreement with Invesco Realty, Inc. (“IRI”), an affiliate of the adviser on March 23, 2023 (as amended, the “Invesco Subscription Agreement”). Under the Invesco Subscription Agreement, IRI has committed to purchase up to $300 million in shares of our common stock. 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 if needed to avoid triggering any concentration limit imposed by a third party in connection with its distribution or placement of our Shares. IRI 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 net asset value (“NAV”) is at least $1.5 billion. We can only accept a repurchase request from IRI after all requests from unaffiliated stockholders have been fulfilled. We may elect to repurchase all or any portion of the shares acquired by IRI 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). IRI has agreed that it will hold $200,000 in shares for as long as the adviser or its affiliate acts in an advisory capacity to us.

The Advisory Agreement

The Board at all times has oversight and policy-making authority, including responsibility for governance, financial controls, compliance and disclosure with respect to our company and our operating partnership. Pursuant to the amended and restated Advisory Agreement with our adviser (“Advisory Agreement”), the Board has delegated to the adviser the authority to source, evaluate and monitor our investments and make decisions related to the origination, acquisition, and management of our portfolio of loans and debt-like preferred equity interests secured by, or unsecured but related to, commercial real estate (“Credit Assets”) and other financial instruments, in accordance with our investment objectives, strategies, guidelines, policies and limitations, subject to oversight by the Board. The adviser utilizes the personnel and global resources of Invesco Real Estate to provide investment management services to us pursuant to the Advisory Agreement. Set forth below is a summary of certain terms of the Advisory Agreement.

Services

Pursuant to the terms of the Advisory Agreement, the adviser is responsible for, among other things:

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Pursuant to the Advisory Agreement, the adviser may delegate any of the services for which it is responsible for to a third-party service provider. In the event the Adviser chooses to engage a third-party service provider, the adviser will remain responsible for the performance of such services and will pay fees to the third-party service providers for such services (however, such fees will be paid from our assets).

Term and Termination Rights

The current term of the Advisory Agreement expires on March 31, 2025. The Advisory Agreement is subject to automatic renewals for an unlimited number of successive one-year periods unless otherwise terminated by the Board or by the adviser. The independent directors will evaluate the performance of the adviser before each annual renewal (pursuant to the terms set forth in the Advisory Agreement for such performance review).

The Advisory Agreement may be terminated by any of the following:

“Cause” is defined in the Advisory Agreement to mean material breach of the Advisory Agreement (which is not cured within 30 days), fraud, criminal conduct, conviction of a felony, willful misconduct or willful or negligent breach of fiduciary duty by the adviser under the Advisory Agreement.

In the event 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. In addition, upon the termination or expiration of the Advisory Agreement, the adviser will cooperate with us and take all reasonable steps requested to assist the Board in making an orderly transition of the advisory function. 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.

Management Fee, Performance Fee, Commitment Fee, and Expense Reimbursement

We will pay the adviser a management fee equal to 1.0% per annum of NAV, calculated monthly in arrears as of the end of the immediately preceding month with respect to our Class S Shares, Class S-1 Shares, Class D Shares, Class D-1 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, Class S-1, Class D, Class D-1 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 advanced our organizational, offering and operating expenses, net income for purposes of the performance fee calculation excluded these advanced expenses. After the period that the Adviser advanced our organizational, offering and operating expenses, net income for purposes of the performance fee calculation includes 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. 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. In addition, we will pay the adviser 50% of any commitment fee charged to borrowers in connection with the origination of each new loan (the “Adviser Commitment Fee”). With respect to any loan, the Adviser Commitment Fee will not exceed 0.50% of the whole loan on a fully funded basis.

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 or performance fee with respect to our Class E shares.

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 are accrued monthly and paid quarterly in arrears and performance fees are paid annually. During the year ended December 31, 2024, we incurred management fees of $1.7 million. We issued 35,937 Class E Shares as payment for the management fees earned during the year ended December 31, 2024. The shares issued to the Adviser for payment of the management fees were issued at the applicable NAV per share at the end of each quarter for which the fee was earned. During the year ended December 31, 2024, we incurred performance fees of $2.1 million.

Under the terms of the Advisory Agreement, the Adviser advanced all of our organizational, offering and operating expenses (other than upfront selling commissions and ongoing stockholder servicing fees) incurred through May 31, 2024. Starting in December of 2024, we began reimbursing the Adviser for these costs ratably over 52 months.

Other than in the case of the Adviser Commitment Fee, we do not intend to pay out of our assets to the adviser any financing or other similar fees in connection with originating, financing, or otherwise acquiring investments. We will, however, reimburse the adviser and its affiliates for out-of-pocket and other expenses related to the foregoing activities.

Indemnification

To the extent permitted by law and our Charter, we will indemnify the adviser and its affiliates from all liabilities arising in connection with the performance of the adviser’s duties under the Advisory Agreement.

Dealer Manager Agreement

We entered into a Dealer Manager Agreement, pursuant to which the Dealer Manager agreed to, among other things, manage our relationships with third-party broker-dealers engaged by the Dealer Manager to participate in the distribution of common shares, which we refer to as “participating broker-dealers,” and financial advisors. The Dealer Manager also coordinates our marketing and distribution efforts with participating broker-dealers and their registered representatives with respect to communications related to the terms of our offering, our investment strategies, material aspects of our operations and subscription procedures. We will not pay referral or similar fees to any accountants, attorneys or other persons in connection with the distribution of our common shares.

Upfront Selling Commissions and Dealer Manager Fees

Class S, Class S-1, Class D, and Class D-1 Shares. Subject to any discounts, the Dealer Manager is entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class S Share sold (including such Class S-1 Shares). Subject to any discounts, the Dealer Manager may be entitled to receive upfront selling commissions of up to 1.5% of the transaction price of each Class D Share sold (including such Class D-1 Shares). No upfront dealer manager fees will be paid with respect to the sale of Class S, Class S-1, Class D, or Class D-1 Shares. The Dealer Manager anticipates that all or a portion of the upfront selling commissions will be retained by, or reallowed (paid) to, participating broker-dealers.

Class I Shares, Class E Shares and Class F Shares. No upfront selling commissions or dealer manager fees will be paid with respect Class I Shares, Class E Shares or Class F Shares sold in our continuous public offering.

No upfront selling commissions or dealer manager fees will be paid with respect to common shares of any class sold pursuant to our distribution reinvestment plan.

Stockholder Servicing Fees—Class S, Class S-1, Class D, and Class D-1 Shares

The following table shows the stockholder servicing fees we pay the Dealer Manager with respect to the Class S, Class D, Class D-1, Class I, Class S-1, Class E Shares and Class F Shares on an annualized basis as a percentage of our NAV for such class. The stockholder servicing fees will be paid monthly in arrears:

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Subject to any FINRA limitations on underwriting compensation and certain other limitations described below, we will pay the Dealer Manager selling commissions over time as a stockholder servicing fee (1) with respect to our outstanding Class S Shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S Shares; (2) with respect to our outstanding Class S-1 Shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class S-1 Shares; (3) with respect to our outstanding Class D Shares equal to 0.25% per annum of the aggregate NAV of our outstanding Class D Shares; and (4) with respect to our outstanding Class D-1 Shares equal to 0.25% per annum of the aggregate NAV of our outstanding Class D-1 Shares. We will not pay a stockholder servicing fee with respect to our outstanding Class I Shares, Class E Shares or Class F Shares.

The stockholder servicing fees are ongoing fees that are not paid at the time of purchase. The stockholder servicing fees will be paid monthly in arrears. The Dealer Manager will reallow (pay) 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 services. Because the stockholder servicing fees with respect to Class S, Class S-1 Shares, Class D Shares and Class D-1 Shares are calculated based on the aggregate NAV for all of the outstanding Shares of each such class, it reduces the NAV with respect to all Shares of each such class, including Shares issued under our distribution reinvestment plan.

We will cease paying the stockholder servicing fee when, with respect to any holder of Class S Share or Class D Share, an aggregate amount of selling commissions and stockholder servicing fees paid with respect to the Shares held by such stockholder is equal to 8.75% of the gross proceeds (7.75% for certain participating broker dealers) from the sale of such Shares (including the gross proceeds of any Shares issued under our distribution reinvestment plan upon the reinvestment of distributions paid with respect thereto or with respect to any Shares issued under our distribution reinvestment plan directly or indirectly attributable to such Shares) (the “Servicing Fee Limit”). At the end of such month, such Class S Share or Class D Share (including any fractional Shares) will convert into a number of Class I Shares, each with an equivalent aggregate NAV as such Share. For the avoidance of doubt, such Servicing Fee Limit does not apply to the Class S-1 or Class D-1 Shares.

Eligibility to receive the stockholder servicing fee is conditioned on a broker-dealer providing the following ongoing services with respect to the Class S, Class S-1, Class D, or Class D-1 Shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with Share repurchase requests. If the applicable broker-dealer is not eligible to receive the stockholder servicing fee due to failure to provide these services, the Dealer Manager will waive the stockholder servicing fee that broker-dealer would have otherwise been eligible to receive.

Other Compensation

We or the adviser may also pay directly, or reimburse the Dealer Manager for, any organization and offering expenses.

Limitations on Underwriting Compensation

The Dealer Manager will monitor the aggregate amount of underwriting compensation that we and the adviser pay to ensure that we and adviser comply with the underwriting compensation limits of applicable FINRA rules.

Term of the Dealer Manager Agreement

Either party may terminate the Dealer Manager Agreement upon 60 days’ written notice to the other party or immediately upon notice to the other party in the event such other party failed to comply with a material provision of the Dealer Manager Agreement. Our obligations under the Dealer Manager Agreement to pay the stockholder servicing fees with respect to the Class S, Class S-1, Class D, and Class D-1 Shares will survive termination of the agreement until such Shares are no longer outstanding.

Indemnification

To the extent permitted by law and our Charter, we will indemnify the participating broker-dealers and the Dealer Manager against some civil liabilities, including certain liabilities under the Securities Act.

Security ownership of principal stockholders

The following table sets forth the common stock beneficially owned as of March 19, 2025 by each stockholder known to us to beneficially own more than five percent of the company’s outstanding common stock. The percentage of ownership indicated in the following table is based on 28,999,870 shares of common stock outstanding as of March 19, 2025. Unless otherwise noted, the address for each of the persons named below is in care of our principal executive offices at 2300 N Field St., Suite 1200, Dallas, TX 75201.

1. Includes 1,496,142 shares of Class S Stock, 1,497,041 shares of Class D stock, 1,492,905 shares of Class I stock and 1,483,195 shares of Class E stock

2. Information obtained solely by reference to the Schedule 13G/A filed with the SEC on February 11, 2025 by Texas Municipal Retirement System (“TMRS”). The principal business of TMRS is 2717 Perseverance Drive, Suite 300, Austin TX 78731

Delinquent Section 16(a) Reports

Sections 16(a) of the Exchange Act requires certain officers, directors and persons who beneficially own more than 10% of the company’s common shares to file reports of ownership and reports of changes in ownership with the SEC. The reporting officers, directors and 10% shareholders are also required by SEC rules to furnish the company with copies of all Section 16(a) reports they file. Based solely on its review of copies of such reports, the company believes that all Section 16(a) filing requirements applicable to its directors, reporting officers and 10% shareholders were complied with during 2024 with the exception of one late Form 4 filing for Invesco Realty, Inc. and one late Form 4 filing for Mr. Crouch due to administrative errors.

Security ownership of management

The following table lists the shares of Class E common stock beneficially owned as of March 19, 2025 by (1) each director, (2) each executive officer, and (3) all current directors and executive officers as a group. The percentage of ownership indicated below is based on 28,999,870 shares of the company’s common stock outstanding on as of the close of business on March 19, 2025.

Beneficial ownership reported in the below table has been determined according to SEC regulations and includes common stock that may be acquired within 60 days after March 19, 2025. Unless otherwise indicated, all directors and executive officers have sole voting and investment power with respect to the shares shown. No shares are pledged as security. Individual directors and executive officers, as well as directors and executive officers as a group, beneficially own less than 1% of our common stock. Unless otherwise noted, the address for each of the persons named below is in care of our principal executive offices at 2300 N Field St., Suite 1200, Dallas, TX 75201.

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1. Shares are owned by Dennis Family Partners, Ltd., a limited partnership which is indirectly owned by R. Scott Dennis and his wife and controlled by R. Scott Dennis.

Securities Authorized for Issuance under Equity Compensation Plans

The following table summarizes information, as of December 31, 2024, relating to our equity compensation plans under which shares of our common stock or other equity securities may be granted from time to time:

Conflicts of Interest with the Adviser and its Affiliates

We may be subject to conflicts of interest from time to time arising out of our relationship with Invesco, our adviser and its affiliates. For more information, please refer to the disclosures, including the risk factors related to conflicts of interest, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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Fees paid to independent registered public accounting firm

The Audit Committee of the Board of Directors engaged PwC to perform an annual audit of the company’s consolidated financial statements for fiscal years 2024 and 2023. The following table sets forth the approximate aggregate fees billed or expected to be billed to the company by PwC for fiscal years 2024 and 2023 for the audit of the company’s annual consolidated financial statements and for other services rendered by PwC.

Report of the Audit Committee

Membership and role of the Audit Committee

The Audit Committee consists of Mr. Forson (Chair), Mr. Kelly, Mr. Nixon and Mr. Rowsey. Each of the members of the Audit Committee is independent as such term is defined under the NYSE listing standards and applicable law. The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its responsibility to oversee (i) the company’s financial reporting, auditing and internal control activities, including the quality and integrity of the company’s financial statements, (ii) the independent auditor’s qualifications, independence, appointment, compensation, retention and performance, (iii) the performance of the company’s internal audit function and (iv) the company’s compliance with legal and regulatory requirements. The Audit Committee’s function is more fully described in its written charter, which is available on the company’s website.

Review of the company’s audited consolidated financial statements for the fiscal year ended December 31, 2024

The Audit Committee has reviewed and discussed the audited financial statements of the company for the fiscal year ended December 31, 2024 with the company’s management. The Audit Committee has discussed with PwC, the company’s independent registered public accounting firm, the matters required to be discussed by professional auditing standards. The Audit Committee has also received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence and has discussed the independence of PwC with that firm. Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors that the company’s audited consolidated financial statements be included in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the Securities and Exchange Commission.

Respectfully submitted by the Audit Committee:

James H. Forson (Chair)

R. David Kelly

Paul E. Rowsey

Ray Nixon

23  Invesco Commercial Real Estate Finance Trust, Inc.

General information regarding the annual meeting

Questions and answers about voting your common shares

Q. Why did I receive this Proxy Statement?

You have received these proxy materials because the company’s Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting on May 7, 2025. This Proxy Statement includes information that is designed to assist you in voting your shares and information that we are required to provide to you under the rules of the SEC.

Q. Why did I not receive my proxy materials in the mail?

As permitted by rules of the SEC, we are making this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“Annual Report”) available to our stockholders electronically via the Internet. The “e-proxy” process expedites stockholders’ receipt of proxy materials and lowers the costs and reduces the environmental impact of our Annual Meeting.

Beginning on March 27, 2025, we mailed to stockholders of record as of the close of business on March 19, 2025 (“Record Date”) a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement, our Annual Report and other soliciting materials via the Internet. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions included in the Notice for requesting such materials.

Q. What is a proxy?

A “proxy” is a written authorization from you to another person that allows such person (the “proxy holder”) to vote your shares on your behalf. The Board of Directors is asking you to allow any of the following persons to vote your shares at the Annual Meeting: R. Scott Dennis, Chair of the Board of Directors; Courtney Popelka, Chief Financial Officer; and E. Elizabeth Day, General Counsel and Assistant Secretary.

Q. Who is entitled to vote?

Each holder of record of company common stock on the Record Date is entitled to attend and vote at the Annual Meeting.

Q. What is the difference between holding shares as a “stockholder of record” and as a “beneficial owner”?

Q. How many votes do I have?

Every holder of a share of common stock on the Record Date will be entitled to one vote per share for each Director to be elected at the Annual Meeting and to one vote per share on each other matter presented at the Annual Meeting. On the Record Date, there were 28,999,870 shares of common stock outstanding and entitled to vote at the Annual Meeting.

2025 Proxy Statement 24

Q. What proposals are being presented at the Annual Meeting?

The company intends to present the following proposals for stockholder consideration and voting at the Annual Meeting. These proposals are:

1. Election of six (6) members of the Board of Directors;

2. Ratification of the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm.

Other than the matters set forth in this Proxy Statement and matters incident to the conduct of the Annual Meeting, the company does not know of any business or proposals to be considered at the Annual Meeting. If any other business is proposed and properly presented at the Annual Meeting, the proxies received from our stockholders give the proxy holders the authority to vote on such matter in their discretion.

Q. How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote:

Q. How do I attend the Annual Meeting?

All stockholders are invited to attend the Annual Meeting. An admission ticket (or other proof of share ownership) and some form of government-issued photo identification (such as a valid driver’s license or passport) will be required for admission to the Annual Meeting. Only stockholders who own company common stock as of the close of business on the Record Date and invited guests will be entitled to attend the meeting. An admission ticket will serve as verification of your stock ownership. Registration will begin at 12:00 p.m. Central Time and the Annual Meeting will begin at 1:00 p.m. Central Time.

You may submit your proxy in advance of the Annual Meeting via the Internet, phone or mail by following the instructions included on your proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting using one of the methods described in the proxy materials.

Q. How do I vote and what are the voting deadlines?

You may vote your shares at the Annual Meeting or by proxy. There are three ways to vote by proxy:

Even if you plan to participate in the Annual Meeting, we encourage you to vote your common stock by proxy using one of the methods described above. Stockholders of record, and beneficial holders who obtain a legal proxy from their bank or broker, who attend the Annual Meeting may vote their common stock during the meeting, even though they have sent in proxies.

25  Invesco Commercial Real Estate Finance Trust, Inc.

Q. May I change or revoke my vote?

Yes. You may change your vote in one of several ways at any time before it is cast at the Annual Meeting:

Q. What will happen if I do not vote my shares?

Q. What if I return a signed proxy or voting instruction card, but do not specify how my shares are to be voted?

Stockholders of record. If you are a stockholder of record and you submit a proxy, but you do not provide voting instructions, all of your shares will be voted FOR each of the nominees in Proposal No. 1, and FOR Proposal No. 2.

Q. What is a quorum?

A quorum is necessary to hold a valid meeting. The presence, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum for the conduct of business.

If you sign and return your paper proxy card or authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials. Broker non-votes and abstentions will also be considered present for the purpose of determining whether we have a quorum.

Q. What vote is required in order to approve each proposal?

For Proposal No. 1, the affirmative vote of a plurality of the votes cast on such proposal at the Annual Meeting is required, and for Proposal No. 2, the affirmative vote of a majority of the votes cast on such proposal at the Annual Meeting is required. Votes “cast” include only votes cast with respect to shares present at the Annual Meeting or represented by proxy and excludes abstentions and broker non-votes.

Q. How will voting on any other business be conducted?

Other than the matters set forth in this Proxy Statement and matters incident to the conduct of the Annual Meeting, we do not know of any business or proposals to be considered at the Annual Meeting. If any other business is proposed and properly presented at the Annual Meeting, the persons named as proxies will vote on the matter in their discretion.

Q. What happens if the Annual Meeting is adjourned or postponed?

Your proxy will still be effective and will be voted at the rescheduled Annual Meeting. You will still be able to change or revoke your proxy until it is voted.

Q. Who will count the votes?

A representative of Mediant Communications Inc. will act as the inspector of election and will tabulate the votes.

Q. How can I find the results of the Annual Meeting?

Preliminary results will be announced at the Annual Meeting. Final results will be published in a Current Report on Form 8-K that we will file with the SEC within four (4) business days after the Annual Meeting.

2025 Proxy Statement  26

Important additional information

Costs of solicitation

The cost of solicitation of proxies will be paid by the company. We have retained Mediant to solicit proxies for a fee of approximately $2,500 plus a reasonable amount to cover expenses. Proxies may also be solicited in person, by telephone or electronically by Invesco personnel who will not receive additional compensation for such solicitation. Copies of proxy materials and our Annual Report on Form 10-K will be supplied to brokers and other nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses.

Principal executive offices

Our principal executive office is located at 2300 N. Field Street, Suite 1200, Dallas, Texas, 75201. Our telephone number is (972) 715-7400.

Stockholder proposals for the 2026 annual meeting

In accordance with the rules established by the SEC, any stockholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act intended for inclusion in the Proxy Statement for next year’s annual meeting of stockholders must be received by us no later than 120 days before the anniversary of the date of this Proxy Statement (e.g. not later than, or November 27, 2025). Such proposals should be sent to our Company Secretary in writing to Invesco Commercial Real Estate Finance Trust, Inc., 2300 N. Field Street, Suite 1200, Dallas, Texas, 75201. Attention: Office of the Company Secretary. To be included in the Proxy Statement, the proposal must comply with the requirements as to form and substance established by the SEC and our Bylaws, and must be a proper subject for stockholder action under Maryland law.

A stockholder may otherwise propose business for consideration or nominate persons for election to the Board in compliance with SEC proxy rules, Maryland law, our Bylaws and other legal requirements, without seeking to have the proposal included in the company’s Proxy Statement pursuant to Rule 14a-8 under the Exchange Act. Under our Bylaws, notice of such a proposal must generally be provided to our Company Secretary not earlier than the 150th day nor later than 5:00 p.m., Central Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. The period under our Bylaws for receipt of such proposals for next year’s meeting is thus from October 28, 2025 to November 27, 2025. (However, if the date of the annual meeting is advanced or delayed by more than 30 days from such anniversary date, any notice by a stockholder of business or the nomination of directors for election or reelection to be brought before the annual meeting to be timely must be so delivered (i) not earlier than the 150th day prior to such annual meeting and (ii) not later than 5:00 p.m., Central Time on the later of (A) the 120th day prior to such annual meeting and (B) the 10th day following the day on which public announcement of the date of such meeting is first made.) SEC rules permit proxyholders to vote proxies in their discretion in certain cases if the stockholder does not comply with these deadlines, and in certain other cases notwithstanding compliance with these deadlines.

In addition to the notice and information requirements contained in our Bylaws, and consistent with the universal proxy rules, stockholders who, in connection with next year’s annual meeting intend to solicit proxies in support of director nominees other than our company’s nominees must provide notice that sets forth the information required by Rule 14a-19 no later than March 8, 2026, unless the date of next year’s annual meeting has changed by more than 30 calendar days from the anniversary date of the Annual Meeting, in which case such notice must be provided by the later of 60 calendar days prior to the date of the Annual Meeting or the 10th calendar day following the day on which public announcement of the date of next year’s annual meeting is first made by our company.

United States Securities and Exchange Commission reports

A copy of the company’s Annual Report on Form 10-K, including financial statements, for the fiscal year ended December 31, 2024 (the “Annual Report”), is being furnished concurrently herewith to all stockholders as of the Record Date. Please read it carefully.

Stockholders may obtain a copy of the Annual Report, without charge, by visiting the company’s website or by submitting a request to our Company Secretary in writing to Invesco Commercial Real Estate Finance Trust, Inc., 2300 N. Field Street, Suite 1200, Dallas, Texas, 75201. Attention: Office of the Company Secretary or by phone at (972) 715-7400. Upon request to our Company Secretary, the exhibits set forth on the exhibit index of the Annual Report may be made available at a reasonable charge (which will be limited to our reasonable expenses in furnishing such exhibits).

27  Invesco Commercial Real Estate Finance Trust, Inc.

Householding of proxy materials

The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for Proxy Statements and Annual Reports with respect to two or more stockholders sharing the same address by delivering a single Proxy Statement and Annual Report addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

A number of banks and brokers with account holders who are beneficial holders of the company’s common stock will be householding the company’s proxy materials or the Notice. Accordingly, a single copy of the proxy materials or Notice will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive separate proxy materials or copies of the Notice, please notify your bank or broker, or contact our Company Secretary by mail to Invesco Commercial Real Estate Finance Trust, Inc., 2300 N. Field Street, Suite 1200, Dallas, Texas, 75201. Attention: Office of the Company Secretary, or by telephone to (972) 715-7400. The company undertakes, upon oral or written request to the address or telephone number above, to deliver promptly a separate copy of the company’s proxy materials or the Notice to a stockholder at a shared address to which a single copy of the applicable document was delivered. Stockholders who currently receive multiple copies of the proxy materials or the Notice at their address and would like to request householding of their communications should contact their bank or broker or the Company Secretary at the contact address and telephone number provided above.

INCREFPROXY-BRO-1 03/25

		PROXY TABULATOR PO BOX 8035 CARY,NC 27512-9916
Invesco Commercial Real Estate Finance Trust, Inc. (INCREF)
				Internet: www.proxypush.com/INCREF
				•		Cast your vote online
				•		Have your Proxy Card ready
				•		Follow the simple instructions to record your vote
For Stockholders of record as of March 19, 2025				Phone:
Wednesday, May 7, 2025 1:00 PM, Central Time				1-866-503-3082
2300 N Field Street, 8th Floor Boardroom, Dallas, Texas 75201				•		Use any touch-tone telephone
				•		Have your Proxy Card ready
				•		Follow the simple recorded instructions
				Live Agent:
				(888) 850-1794
				Speak to a live agent and vote on a recorded line
YOUR VOTE IS IMPORTANT!				Mail:
PLEASE VOTE BY: 1:00 PM, Central Time, May 7, 2025.				•		Mark, sign and date your Proxy Card
				•		Fold and return your Proxy Card in the postage-paid envelope provided

This proxy is being solicited on behalf of the Board of Directors

The undersigned hereby appoints R. Scott Dennis, Chair of the board of directors, Courtney Popelka, Chief Financial Officer, and E. Elizabeth Day, General Counsel and Assistant Secretary (the “Named Proxies”), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Invesco Commercial Real Estate Finance Trust, Inc. (INCREF) which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.

You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE

Copyright ^© 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved

		Invesco Commercial Real Estate Finance Trust, Inc. (INCREF) Annual Meeting of Stockholders

Please make your marks like this:

THE BOARD OF DIRECTORS OF INCREF RECOMMENDS A VOTE:

FOR EACH OF THE NOMINEES FOR DIRECTOR AND FOR PROPOSAL 2

		PROPOSAL		YOUR VOTE						BOARD OF DIRECTORS RECOMMENDS
1.		To elect six (6) directors to the Board of Directors to hold office until the 2026 annual meeting of stockholders.
				FOR		AGAINST		ABSTAIN
		1.01 Hubert (“Bert”) J. Crouch		☐		☐		☐		FOR
		1.02 R. Scott Dennis		☐		☐		☐		FOR
		1.03 James H. Forson		☐		☐		☐		FOR
		1.04 R. David Kelly		☐		☐		☐		FOR
		1.05 Ray Nixon		☐		☐		☐		FOR
		1.06 Paul E. Rowsey		☐		☐		☐		FOR
				FOR		AGAINST		ABSTAIN
2.		The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025.		☐		☐		☐		FOR

		Check here if you would like to attend the meeting in person.

Authorized Signatures - Must be completed for your instructions to be executed.

Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.