InPoint (ICRP) Director Receives 623.86 Restricted Shares; Disposes 4,800 Class P

Rhea-AI Filing Summary

InPoint Commercial Real Estate Income, Inc. reporting person Robert N. Jenkins, a director, recorded transactions on 09/18/2025. He received 623.8614 shares of Class I common stock under the companys Employee and Director Restricted Share Plan at no cost; these shares vest in three equal annual installments on 09/18/2026, 09/18/2027 and 09/18/2028, with accelerated vesting on a liquidity event or death/disability. After the grant, he beneficially owns 3,843.8164 Class I shares, which includes shares from the issuers distribution reinvestment plan. The filing also reports a disposition of 4,800 Class P common shares. The form is signed by an attorney-in-fact on 09/19/2025.

Positive

• Director alignment: 623.8614 Class I restricted shares granted at no cost align the directors interests with shareholders through time-based vesting
• Clear vesting schedule: Shares vest 33-1/3% annually with standard acceleration on a liquidity event or death/disability
• Existing ownership shown: Beneficial ownership of 3,843.8164 Class I shares is disclosed and includes DRP-acquired shares

Negative

• Disposition disclosed: 4,800 Class P common shares were disposed of, but the filing provides no rationale, proceeds, or remaining Class P holdings
• Limited material context: Filing does not state grants percentage of outstanding equity or any cash valuation, limiting assessment of dilution or financial impact

Insights

Corporate Governance Expert

TL;DR: Director received time-vesting restricted shares; typical alignment tool with limited immediate dilution.

The grant of 623.8614 Class I restricted shares to a non-employee director is a common governance practice to align director incentives with shareholders. Vesting in three equal annual tranches ties long-term retention to continued service and includes standard acceleration on a liquidity event or death/disability. The filing also discloses a sale or transfer of 4,800 Class P shares, but the form does not state proceeds or reason for the disposition. Beneficial ownership after the grant totals 3,843.8164 Class I shares, incorporating prior DRIP-acquired shares.

Securities Analyst

TL;DR: Transaction is routine director compensation; no cash consideration and time-based vesting, limited immediate market impact.

The award was issued at $0 under the restricted share plan, indicating compensation rather than an open-market purchase. The number of shares granted is modest relative to typical public-company director grants; the report provides no valuation or percentage of outstanding equity, so materiality to capitalization cannot be assessed from this filing alone. The disposal of Class P shares is noted but lacks context on size relative to total Class P holdings or proceeds.

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

OMB APPROVAL

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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^*

Jenkins Robert N

(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								4,800	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Robert N. Jenkins report on Form 4 for ICRP?

He reported receiving 623.8614 Class I restricted shares on 09/18/2025 and a disposition of 4,800 Class P shares.

When do the restricted Class I shares vest?

The shares vest 33-1/3% on 09/18/2026, 09/18/2027 and 09/18/2028, subject to continued service, with acceleration on a liquidity event or death/disability.

Did Jenkins pay for the granted shares?

No cash consideration was paid; the Form 4 shows the Class I grant was issued at a price of $0 under the restricted share plan.

How many Class I shares does Jenkins own after the grant?

He beneficially owns 3,843.8164 Class I shares, which includes shares acquired through the issuers distribution reinvestment plan.

Who signed the Form 4 and when?

The form was signed by Catherine L. Lynch, Attorney-in-fact, on 09/19/2025.