Invesco CRE Finance Trust secures $200M subscription from Texas Municipal Retirement System for Class F shares

On December 5, 2023, the Company filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland which classified and designated five hundred million (500,000,000) Class F Common Shares.

On December 5, 2023, Invesco Commercial Real Estate Finance Trust, Inc. (the “Company”) and Texas Municipal Retirement System (“TMRS”) entered into a subscription agreement (the “Subscription Agreement”) pursuant to which TMRS agreed to purchase up to $200 million in Class F shares of common stock of the Company, par value $0.01 per share (“Class F Shares”), upon the Company’s request at one or more closings held prior to December 5, 2024 (the 12-month anniversary of the date of the Subscription Agreement) in a private offering exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), or another available exemption under the Securities Act.

In connection with the authorization, classification and designation of the Class F Shares, on December 5, 2023 the Company entered into Amendment No. 2 (the "Amendment") to the Amended and Restated Advisory Agreement, dated as of May 18, 2023, by and among the Company, Invesco Commercial Real Estate Finance Investments, LP, a Delaware limited partnership, and Invesco Advisers, Inc., a Delaware corporation (the “Adviser”), to: • exclude the Class F Shares from the calculation of the management fee; • provide for the Company's payment to the Adviser of an annual performance fee with respect to each Class F Share and establish how it will be calculated (the "Class F Performance Fee"); and • permit the Adviser to elect to receive payment of the Class F Performance Fee in cash or Class E Common Stock, and, subject to certain conditions, to exchange such Class E Common Shares for other specified classes of shares of Common Stock, including Class F Shares.