ICRP Form 4: Director grant of 623.8614 Class I shares and sale of 10,800 Class P

Rhea-AI Filing Summary

Cynthia Foster, a director of InPoint Commercial Real Estate Income, Inc. (symbol provided as ICRP), reported a restricted stock grant and a separate disposition. On 09/18/2025 she was granted 623.8614 shares of Class I common stock under the companys Employee and Director Restricted Share Plan at no cash cost; those shares vest in three equal annual installments of 33-1/3% on 09/18/2026, 09/18/2027 and 09/18/2028, with full vesting upon a liquidity event or death/disability. The report shows 3,843.8164 shares of Class I common stock beneficially owned after the grant, including shares from the issuers distribution reinvestment plan. The filing also discloses a disposition of 10,800 Class P common shares. The Form 4 was signed by an attorney-in-fact on 09/19/2025.

Positive

• Director equity grant aligns the reporting persons incentives with shareholders through time-based vesting
• Grant issued at $0 under the Employee and Director Restricted Share Plan, indicating compensation rather than purchase
• Total beneficial ownership of 3,843.8164 Class I shares is disclosed and includes DRP participation, providing transparency

Negative

• Disposition of 10,800 Class P common shares was reported; the filing does not state proceeds or rationale
• Vesting is time-based and contingent on continued service, so the economic alignment is delayed until vesting dates

Insights

Financial Analyst

TL;DR: Routine director equity grant and separate Class P share sale; modest investor-signaling impact.

The restricted grant of 623.8614 Class I shares at $0 aligns the directors interests with long-term shareholders through multi-year vesting, and inclusion of DRP shares explains the 3,843.8164 total beneficially owned. The grant carries no immediate cash outlay and vests over three years, so near-term dilution is minimal and contingent on continued service or a liquidity event. The reported disposal of 10,800 Class P shares is a clear sale but the filing does not state proceeds, reasons, or percentage ownership change in the issuers capital structure, so its market impact cannot be gauged from this filing alone.

Corporate Governance Expert

TL;DR: Compensation-linked equity award follows standard governance practices; vesting conditions include usual service and liquidity-event protections.

The restricted share award granted under the director plan is typical for non-employee directors and includes customary vesting and acceleration on a liquidity event or death/disability. Reporting of both the grant and the prior DRP holdings provides transparency on beneficial ownership. The separate disposal of Class P shares is disclosed as required; without additional context on timing or rationale, it should be treated as a routine insider transaction rather than a governance red flag.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Foster Cynthia

(Last) (First) (Middle)

2901 BUTTERFIELD ROAD

(Street)

OAK BROOK IL 60523

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
InPoint Commercial Real Estate Income, Inc. [ N/A ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class I Common Stock	09/18/2025		A		623.8614(1)	A	$0	3,843.8164(2)	D
Class P Common Stock								10,800	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares of common stock were granted to the reporting person under the Issuer's Employee and Director Restricted Share Plan. These shares were issued on account of the reporting person's service as a non-employee director of the Issuer and without additional consideration. The shares become vested in equal installments of 33-1/3% on September 18, 2026, September 18, 2027 and September 18, 2028, subject to the reporting person's continued service to the Issuer, provided that 100% of any then unvested shares becomes fully vested upon the consummation of a liquidity event or the reporting person's death or disability.

2. Includes shares of common stock previously acquired through the Issuer's distribution reinvestment plan (DRP).

	/s/ Catherine L. Lynch, Attorney-in-fact	09/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Cynthia Foster report on Form 4 for ICRP?

The Form 4 reports a grant of 623.8614 Class I common shares on 09/18/2025 and a disposition of 10,800 Class P common shares.

How many Class I shares does Cynthia Foster beneficially own after the reported transaction?

She beneficially owns 3,843.8164 Class I common shares following the reported grant, which includes shares from the issuer's DRP.

What is the vesting schedule for the restricted shares granted to Cynthia Foster?

The 623.8614 restricted shares vest in equal installments of 33-1/3% on 09/18/2026, 09/18/2027 and 09/18/2028, with full vesting on a liquidity event or death/disability.

Was there any cash paid for the restricted Class I shares?

No cash was paid; the shares were issued at a stated price of $0 under the Employee and Director Restricted Share Plan.

When was the Form 4 signed and filed?

The signature on the filing is dated 09/19/2025, signed by an attorney-in-fact.