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0001976927FALSE00019769272026-04-012026-04-01

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): April 1, 2026

___________________________________________________
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) 715-7400
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 3.02     Unregistered Sales of Equity Securities.

On March 2, 2026, Invesco Commercial Real Estate Finance Trust, Inc. (the "Company") sold shares of common stock as follows:
Number of
Shares Sold
Transaction Price Per Share
Upfront Selling Commissions
Aggregate Consideration
Class S-1 Common Stock
1,108,980$25.0017$175,496$27,901,875
Class S Common Stock5,890$24.8944$4,382$151,000
Class I Common Stock899,698$24.9650$—$22,460,950
Class E Common Stock388$25.7799$—$10,000

The transaction price per share of each class of common stock sold on March 2, 2026 was equal to the net asset value per share of each such class of common stock on January 31, 2026.

On April 1, 2026, the Company sold shares of common stock as follows:

Number of
Shares Sold
Transaction Price Per Share
Upfront Selling Commissions
Aggregate Consideration
Class S-1 Common Stock
1,124,162$24.9856$187,611$28,275,483
Class S Common Stock3,884$24.8784$3,382$100,000
Class I Common Stock731,919$24.9498$—$18,261,223
Class E Common Stock1,499$25.8025$—$38,670

The transaction price per share of each class of common stock sold on April 1, 2026 was equal to the net asset value per share of each such class of common stock on February 28, 2026.

The following table details the common shares issued under the Company's distribution reinvestment plan:

Issuance DateNumber of SharesPrice Per ShareTotal Value
Class S-1 Common Stock2/11/202684,371$25.0342$2,112,169
Class S Common Stock2/11/2026382$24.9275$9,541
Class D Common Stock2/11/202670$24.9061$1,761
Class I Common Stock2/11/202632,568$24.9979$814,137
Class E Common Stock2/11/2026710$25.7712$18,321
Class F Common Stock2/11/202655,188$25.9043$1,429,616
Class S-1 Common Stock3/16/202687,417$25.0017$2,185,573
Class S Common Stock3/16/2026769$24.8944$19,164
Class D-1 Common Stock3/16/2026751$24.8730$18,698
Class D Common Stock3/16/202671$24.8730$1,773
Class I Common Stock3/16/202632,434$24.9650$809,730
Class E Common Stock3/16/2026631$25.7799$16,288
Class F Common Stock3/16/202655,519$25.9090$1,438,446

The transactions reflected above were 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/ Clifford Stoops
Clifford Stoops
Chief Accounting Officer

Date: April 7, 2026