0001976927FALSE00019769272025-06-302025-06-30
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): June 30, 2025
___________________________________________________
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 Class | | Trading 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 8.01 Other Events.
Invesco Commercial Real Estate Finance Trust, Inc. (referred to herein as the "Company," "we," "our," or "us") is filing this Current Report on Form 8-K in order to provide an update regarding our net asset value ("NAV").
August 1, 2025 Transaction Price
The transaction price for each share class of our common stock is equal to such share class's NAV per share as of June 30, 2025. A calculation of the NAV per share is set forth below.
June 30, 2025 NAV per Share
Our NAV per share is calculated in accordance with valuation guidelines that have been approved by our board of directors (the “Board”). Our NAV per share, which is updated as of the last calendar day of each month, is made available to our current stockholders on our website at www.invesco.com/INCREF and on our toll-free, automated telephone line at 833-834-4924.
Transactions or events have occurred since June 30, 2025 that could have a material impact on our NAV per share, upon which our transaction and repurchase price is based. We have included a breakdown of the components of total NAV and NAV per share for June 30, 2025.
Our total NAV presented in the following tables includes the aggregate NAV of our outstanding shares of common stock. The following table provides a breakdown of the major components of our total NAV as of June 30, 2025:
| | | | | | | | |
| $ in thousands | | June 30, 2025 |
| Commercial real estate loan investments | | $ | 3,550,378 |
| Real estate related securities | | 9,763 |
| Cash and cash equivalents | | 100,858 |
| Restricted cash | | 23,058 |
| Interest receivable | | 15,204 |
| Derivative assets | | — |
| Other assets | | 17,253 |
| Secured financing facilities | | (1,827,510) |
| Securitized debt obligations | | (1,001,129) |
| Revolving credit facility | | — |
| | |
| Interest payable | | (8,851) |
| Derivative liabilities | | (3,590) |
| Subscriptions received in advance | | (22,776) |
| Due to affiliates | | (6,897) |
| Due to affiliate - Management fee | | (1,348) |
| Due to affiliate - Performance fee | | (1,259) |
| Accounts payable, accrued expenses and other liabilities | | (3,087) |
| Common stock dividends payable | | (5,033) |
| | |
| | |
| Net asset value | | $ | 835,034 |
The following table provides a breakdown of our total NAV and NAV per share by class as of June 30, 2025. We did not issue any Class D-1 shares as of June 30, 2025.
| | | | | | | | | | | | | | | | | | | | | | | |
$ in thousands,
except per share data | Class S | Class S-1 | Class D | Class I | Class E | Class F | Total(1) |
| Net asset value | $ | 33,881 | $ | 348,702 | $ | 30,217 | $ | 163,371 | $ | 38,755 | $ | 220,108 | $ | 835,034 |
| Number of outstanding common shares | 1,353,537 | 13,877,118 | 1,208,132 | 6,510,460 | 1,513,195 | 8,537,009 | 32,999,451 |
| NAV per share | $ | 25.0317 | $ | 25.1279 | $ | 25.0116 | $ | 25.0937 | $ | 25.6104 | $ | 25.7828 | |
(1) Share amounts are rounded to the nearest whole share.
We include no discounts to our NAV for the illiquid nature of our shares, including the limitations on our stockholders’ ability to sell shares under our Share Repurchase Plan and our ability to suspend or terminate our Share Repurchase Plan at any time. Our NAV generally does not consider exit costs (e.g., selling costs and commissions related to the sale of an investment) that would likely be incurred if our assets and liabilities were liquidated or sold. While we may use market pricing concepts to value individual components of NAV, NAV per Share is not derived from the market pricing information of open-end real estate debt funds listed on stock exchanges.
Our NAV is not a representation, warranty or guarantee that (1) a stockholder would be able to realize the NAV per shares for the shares a stockholder owns if the stockholder attempts to sell its shares; ( 2) stockholder would ultimately realize distributions per share equal to the NAV per share upon liquidation of our assets and settlement of our liabilities or a sale of the Company; (3) shares would trade at their NAV per share on a national securities exchange; (4) a third party would offer the NAV per share for shares in an arm’s-length transaction to purchase all or substantially all of the shares; and/or (5) the NAV per share would equate to a market price of an open-ended real estate debt fund.
Valuation of Commercial Real Estate Loan Investments
The following table summarizes the estimated significant unobservable inputs supporting the fair value measurement of our commercial real estate loan investments (including the collateralized financing assets securing the CLO):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valuation Technique | | Unobservable Input | | Weighted Average Rate | | Range | | Weighted Average Life(1) |
| Discounted cash flow | | Discount rate | | 6.92% | | 5.04% -11.96% | | 0.40 years |
(1) Based on expected cash flows and potential prepayments.
The discount rate above is subject to change based on changes in economic and market conditions both current and anticipated, in addition to changes in use or timing of exit, if applicable. 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 the Company's 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 the Company to predict the effect of future economic or market conditions based on our estimated fair values.
The fair value of collateralized financing assets are measured using the more observable fair value of the securitized liabilities.
Valuation of Secured Financing Facilities
The following table summarizes the estimated significant unobservable inputs used in the fair value measurement of our secured financing facilities:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valuation Technique | | Unobservable Input | | Weighted Average Rate | | Range | | Weighted Average Life(1) |
| Discounted cash flow | | Discount rate | | 5.85% | | 4.02% - 6.56% | | 0.46 years |
(1) Based on expected cash flows and potential prepayments.
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.
Portfolio Update
As of June 30, 2025, the Company's commercial real estate loan portfolio has a fair value of $3.6 billion and outstanding principal balance of $3.5 billion.
In June 2025, the Company closed on a $354.6 million whole loan secured by an industrial portfolio across the United States, the origination was made to a single institutional borrower. The Company also closed on a $216.7 million whole loan secured by an industrial portfolio located within the submarkets of London, UK.
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: July 17, 2025