NexPoint Real Estate Finance, Inc. Launches $200 Million Continuous Offering of 8.00% Series C Cumulative Redeemable Preferred Stock

Rhea-AI Summary

NexPoint Real Estate Finance (NYSE: NREF) launched a continuous public offering of up to 8,000,000 shares of newly designated 8.00% Series C Cumulative Redeemable Preferred Stock at $25.00 per share, targeting gross proceeds of $200 million. The company intends to use net proceeds for general corporate purposes, which may include funding investments and repaying outstanding debt. NexPoint Securities, an affiliate of the company's external manager, will serve as dealer manager on a reasonable best efforts basis. There is no public market for the Series C and the company does not intend to list the shares. The offering is expected to end upon sale of all shares or December 29, 2026, unless earlier terminated or extended by the board.

Positive

• Raises up to $200,000,000 of permanent capital
• Fixed 8.00% dividend rate on Series C preferred
• Offering structured as continuous shelf for flexible timing

Negative

• Potential shareholder dilution from 8,000,000 new preferred shares
• No public market and no intent to list the Series C preferred
• Use of proceeds description is broad, reducing near-term clarity

Insights

Capital Markets Analyst

NexPoint launched a continuous public offering of up to $200 million of 8.00% cumulative preferred stock at $25.00 per share.

The issuance uses a continuous offering vehicle to sell up to 8,000,000 shares of newly designated Series C cumulative redeemable preferred stock. Proceeds are earmarked for general corporate purposes, including funding investments and repaying debt, and the company will not seek an exchange listing for these shares.

Key dependencies and risks include the issuance pace under a "reasonable best efforts" dealer arrangement, the lack of a public trading market for these shares which limits liquidity, and the board's discretion to extend or terminate the offering before December 29, 2026. The 8.00% stated dividend makes these securities an income-style instrument, but the impact on common stakeholders depends on how proceeds are deployed and any changes in leverage.

Watch the actual take-up of the offering, uses of net proceeds (debt paydown versus new investments), and any changes to capital structure; near-term signals will appear as the company files prospectus supplements and any debt-reduction announcements within the next 6–18 months.

DALLAS, Nov. 4, 2025 /PRNewswire/ -- NexPoint Real Estate Finance, Inc. (NYSE: NREF) ("NREF" or the "Company") announced today the launch of a continuous public offering of up to 8,000,000 shares of its newly designated 8.00% Series C Cumulative Redeemable Preferred Stock (the "Series C Preferred Stock") at a price to the public of $25.00 per share, for gross proceeds of $200 million.¹

NREF is a commercial mortgage real estate investment trust (REIT) that is primarily focused on investments in real estate sectors where its senior management team has operating expertise, including in the multifamily, single-family rental, self-storage, and life sciences sectors, predominantly in the top 50 metropolitan statistical areas. The Company intends to use the net proceeds for general corporate purposes, which may include funding investments and repaying amounts outstanding under our debt obligations.

NexPoint Securities, Inc., an affiliate of NexPoint Real Estate Advisors VII, L.P., who acts as NREF's external manager, will serve as the Company's dealer manager in connection with the offering. The Series C Preferred Stock is being offered by NexPoint Securities on a "reasonable best efforts" basis. There is no public market for the Series C Preferred Stock and the Company does not intend to apply for a listing of the Series C Preferred Stock on any national securities exchange.

The Company expects that the offering will terminate on the earlier of the date the Company sells all 8,000,000 shares of the Series C Preferred Stock in the offering or December 29, 2026 (which is the third anniversary of the effective date of the Company's registration statement), which may be extended by the Company's board of directors in its sole discretion. The board of directors may elect to terminate this offering at any time.

The offering is being conducted as a public offering under the Company's effective shelf registration statement, filed with the SEC (File No. 333-276177), which became effective on December 29, 2023. To obtain a copy of the final prospectus supplement and the related base prospectus for this offering, please contact by mail, telephone or email: NexPoint Securities, Inc., member FINRA/SIPC, 200 Crescent Court, Suite 700, Dallas, Texas, 75201, Attn: Investor Relations, telephone: (833) 697-7253, or email: ir@nexpoint.com. You may also get these documents for free by visiting EDGAR on the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About NexPoint Real Estate Finance, Inc.

NREF is a publicly traded REIT with its common stock and Series A Preferred Stock listed on the New York Stock Exchange under the symbols "NREF" and "NREF-PRA," respectively. NREF is primarily focused on originating, structuring and investing in first-lien mortgage loans, mezzanine loans, preferred equity, convertible notes, multifamily properties and common equity investments, as well as multifamily and single-family rental commercial mortgage-backed securities securitizations, promissory notes, revolving credit facilities and stock warrants.

Forward-Looking and Cautionary Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the termination of the offering, the Company's intent not to list the Series C Preferred Stock and other statements identified by words such as "expect," "intend," the negative version of these words and similar expressions that do not relate solely to historical matters. Forward-looking statements are based on NREF's current expectations and assumptions regarding capital market conditions, NREF's business, the economy and other future conditions. Forward-looking statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are beyond NREF's control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, and those described in greater detail in our filings with the Securities and Exchange Commission, particularly those described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should not place undue reliance on any forward-looking statements and are encouraged to review the Company's Annual Report on Form 10-K and the Company's other filings with the SEC for a more complete discussion of risks and other factors that could affect any forward-looking statement. Any forward-looking statement made in this press release speaks only as of the date on which it is made. NREF undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

CONTACTS:

Investor Relations
Kristen Griffith
IR@nexpoint.com

Media Relations
Comms@nexpoint.com

¹ Gross proceeds calculated before deducting dealer manager fees and selling commissions and other estimated offering expenses.

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SOURCE NexPoint Real Estate Finance, Inc.

FAQ

What is NexPoint Real Estate Finance (NREF) offering in November 2025?

NREF launched a continuous offering of up to 8,000,000 shares of 8.00% Series C cumulative preferred at $25.00 per share (up to $200 million gross).

How will NREF use the proceeds from the $200 million Series C offering?

The company said net proceeds will be used for general corporate purposes, which may include funding investments and repaying amounts outstanding under debt obligations.

When does the NREF Series C offering end and can it be extended?

The offering is expected to terminate when all shares are sold or on December 29, 2026, the registration three-year anniversary, unless the board extends or terminates it earlier.

Will NREF list the Series C preferred on a national exchange (NYSE: NREF)?

No. The company stated there is no public market for the Series C preferred and it does not intend to apply for a listing on any national securities exchange.

Who is handling the distribution of NREF's Series C preferred shares?

NexPoint Securities, an affiliate of the company's external manager, will act as dealer manager and sell the Series C on a reasonable best efforts basis.

How much dividend does the Series C preferred pay and how is it structured?

The Series C is designated as an 8.00% cumulative redeemable preferred, meaning dividends accrue if not paid and are cumulative under the stated terms.