Invesco Commercial Real Estate Finance Trust, Inc. (Form: 8-K, Received: 10/19/2023 16:49:57)

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): October 16, 2023

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Invesco Commercial Real Estate Finance Trust, Inc.

(Exact name of registrant as specified in its charter)

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Maryland

000-56564

92-1080856

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2001 Ross Avenue

Suite 3400

Dallas, Texas 75201

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 715-8400

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 Class

Trading 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 16, 2023, Invesco Commercial Real Estate Finance Trust, Inc. (the “Company”) filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland which classified and designated an additional one hundred eleven (111) authorized but unissued shares (the “Shares”) of preferred stock without designation as to series, $0.01 par value per share, of the Corporation as shares of 12.5% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share, of the Corporation (the “Series A Preferred Shares”). The total number of Series A Preferred Shares which the Corporation has authority to issue after giving effect to these Articles Supplementary is two hundred thirty-six (236).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description

3.1			Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland effective on October 16, 2023
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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/ E. Elizabeth Day
						E. Elizabeth Day
						General Counsel and Assistant Secretary

Date: October 19, 2023

Exhibit 3.1

INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.

ARTICLES SUPPLEMENTARY

Invesco Commercial Real Estate Finance Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST: Under a power contained in Article V of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by duly adopted resolutions, classified and designated an additional one hundred eleven (111) authorized but unissued shares (the “Shares”) of preferred stock without designation as to series, $0.01 par value per share, of the Corporation as shares of 12.5% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share, of the Corporation (the “Series A Preferred Shares”). The total number of Series A Preferred Shares which the Corporation has authority to issue after giving effect to these Articles Supplementary is two hundred thirty-six (236). There has been no increase in the authorized shares of stock of the Corporation effected by these Articles Supplementary.

SECOND: A description of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the Series A Preferred Shares is contained in the Articles Supplementary filed with, and accepted for record by, the Department on June 2, 2023.

THIRD: The Shares have been classified and designated by the Board of Directors under the authority contained in the Charter.

FOURTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

FIFTH: The Board of Directors adopted a resolution authorizing E. Elizabeth Day, General Counsel and Assistant Secretary of the Corporation, to sign and acknowledge these Articles Supplementary.

SIXTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its General Counsel and Assistant Secretary and attested to by its Secretary on this 16th day of October, 2023.

ATTEST INVESCO COMMERCIAL REAL ESTATE

FINANCE TRUST, INC.

__/s/ Tina M. Carew_________ By: __/s/ E. Elizabeth Day________ (SEAL)

Name: Tina M. Carew Name: E. Elizabeth Day

Title: Secretary Title: General Counsel and Assistant Secretary

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