incref-20241101
0001976927FALSE00019769272024-09-012024-09-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________
FORM 8-K
___________________________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2024

___________________________________________________
Invesco Commercial Real Estate Finance Trust, Inc.
(Exact name of registrant as specified in its charter)
___________________________________________________

Maryland
000-56564
92-1080856
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2300 N Field Street
Suite 1200
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 715-8400
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:  
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒


Item 3.02Unregistered Sales of Equity Securities.

On November 1, 2024, Invesco Commercial Real Estate Finance Trust, Inc. (the “Company”) sold shares of common stock as follows:

Number of Shares Sold
Price Per Share
Upfront Selling Commissions
Aggregate Consideration
Class S-1 Common Stock
837,034$25.1673$137,079$21,202,959
Class S Common Stock99,736$25.0662— $2,500,000
Class D Common Stock99,800$25.0502— $2,500,000
Class I Common Stock
290,328$25.1285— $7,295,500
Class E Common Stock98,687$25.3325—$2,500,000

The number of shares sold 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 Invesco Realty, Inc. In addition, on November 1, 2024, we issued 18,003 shares of Class E Common Stock to Invesco Advisers, Inc. as payment for its management fee of $456,057.

The price per share of each class of common stock was equal to the net asset value per share of each such class of common stock as of September 30, 2024, plus any upfront selling commissions.

The offer and sale of these shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereunder as they did not involve any public offering.


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 hereunto duly authorized.


Invesco Commercial Real Estate Finance Trust, Inc.
By:
/s/ Courtney Popelka
Courtney Popelka
Chief Financial Officer

Date:November 7, 2024