---
schema_version: "secwatch.filing_event.v1"
accession: "0001976927-23-000015"
form_type: "8-K"
ticker: null
cik: "0001976927"
company_name: "Invesco Commercial Real Estate Finance Trust, Inc."
filed_at: "2023-12-11T23:59:59+00:00"
generated_at: "2026-06-07T15:15:06.763631+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- TMRS commits up to $200M to purchase Class F shares at NAV, with multiple closings before Dec 5, 2024.
- Lock-up period ends earlier of March 23, 2028 or when aggregate NAV reaches $1.5B.
- Company filed Articles Supplementary to authorize 500M Class F shares.
- Class F shares excluded from management fee; 10% annual performance fee with 6% hurdle return.
- TMRS may request repurchase of shares via voluntary share repurchase plan after lock-up.

## SEC filing metadata
- accession: 0001976927-23-000015
- form_type: 8-K
- cik: 0001976927
- company_name: Invesco Commercial Real Estate Finance Trust, Inc.
- filed_at: 2023-12-11T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1976927/000197692723000015/0001976927-23-000015-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1976927/000197692723000015/incref-20231205.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001976927-23-000015
- JSON: https://secwatch.observer/filing/0001976927-23-000015.json
- Plain text: https://secwatch.observer/filing/0001976927-23-000015.txt

## Key facts
- Governance Changes
  Invesco Commercial Real Estate Finance Trust, Inc.: Articles Supplementary classifying and designating 500,000,000 Class F Common Shares (effective 2023-12-05).
  - Change: charter amendment
  - Effective: 2023-12-05
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1976927/000197692723000015/0001976927-23-000015-index.htm
- Material Agreements
  Invesco Commercial Real Estate Finance Trust, Inc. entered into Subscription Agreement with Texas Municipal Retirement System valued at up to $200 million in Class F shares of common stock (effective 2023-12-05).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Texas Municipal Retirement System
  - Value: up to $200 million in Class F shares of common stock
  - Effective: 2023-12-05
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1976927/000197692723000015/0001976927-23-000015-index.htm
- Material Agreements
  Invesco Commercial Real Estate Finance Trust, Inc. entered into Amendment No. 2 to Amended and Restated Advisory Agreement with Invesco Advisers, Inc. valued at Excludes Class F Shares from management fee calculation, provides for Class F Performance Fee (effective 2023-12-05).
  - Action: entry
  - Counterparty: Invesco Advisers, Inc.
  - Value: Excludes Class F Shares from management fee calculation, provides for Class F Performance Fee
  - Effective: 2023-12-05
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1976927/000197692723000015/0001976927-23-000015-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.