Shareholders at NexPoint Real Estate (NYSE: NREF) approve all 2026 votes

Rhea-AI Filing Summary

NexPoint Real Estate Finance, Inc. held its Annual Meeting of Stockholders on June 2, 2026, and all proposals described in its April 20, 2026 proxy statement were approved. A total of 18,686,983 shares of common stock were entitled to vote, based on shares outstanding as of March 27, 2026.

Seven directors were elected, each receiving roughly 12.4 million to 13.1 million votes in favor, with additional broker non-votes. Stockholders approved the advisory vote on executive compensation and supported holding future advisory votes on pay every year. The board then decided to conduct these say‑on‑pay votes on an annual basis.

Another proposal received 16,347,949 votes for, 53,163 against, and 8,210 abstentions, with no broker non‑votes, and was also approved.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 18,686,983 shares Votes for James Dondero: 13,028,425 votes Lowest director support (Catherine Wood): 12,424,981 votes +3 more

6 metrics

Shares entitled to vote 18,686,983 shares Common stock entitled to vote as of March 27, 2026

Votes for James Dondero 13,028,425 votes Director election, with 86,092 votes withheld and 3,286,595 broker non-votes

Lowest director support (Catherine Wood) 12,424,981 votes Director election, with 686,536 votes withheld and 3,286,595 broker non-votes

Say-on-pay votes for 12,888,429 votes Advisory vote on named executive officer compensation

One-year frequency support 12,869,461 votes Advisory vote on frequency of future say-on-pay votes

Final proposal votes for 16,347,949 votes Other approved proposal with 53,163 against and 8,210 abstentions

Key Terms

Annual Meeting of Stockholders, Broker Non-Votes, advisory votes on the compensation, record date, +1 more

5 terms

Annual Meeting of Stockholders financial

"On June 2, 2026, NexPoint Real Estate Finance, Inc. held its Annual Meeting of Stockholders."

Broker Non-Votes financial

"James Dondero | 13,028,425 | 86,092 | 3,286,595"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory votes on the compensation financial

"the Company will hold future advisory votes on the compensation of the Company’s named executive officers"

record date financial

"representing the number of shares outstanding as of March 27, 2026, the record date for the annual meeting."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

false 0001786248 0001786248 2026-06-02 2026-06-02 0001786248 nref:CommonStockParValue001PerShareCustomMember 2026-06-02 2026-06-02 0001786248 nref:SeriesACumulativeRedeemablePreferredStockParValue001PerShare850CustomMember 2026-06-02 2026-06-02

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): June 2, 2026

NEXPOINT REAL ESTATE FINANCE, INC.

(Exact Name Of Registrant As Specified In Charter)

Maryland	001-39210	84-2178264
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 Crescent Court, Suite 700

Dallas, Texas 75201

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 276-6300

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 Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		NREF		New York Stock Exchange; NYSE Texas
8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share		NREF-PRA		New York Stock Exchange

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 2, 2026, NexPoint Real Estate Finance, Inc. (the “Company”) held its Annual Meeting of Stockholders. All matters submitted for approval by the Company’s stockholders, as described in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2026, were approved. The number of shares of common stock entitled to vote at the Company’s 2026 Annual Meeting of Stockholders was 18,686,983, representing the number of shares outstanding as of March 27, 2026, the record date for the annual meeting.

The results of each matter voted on were as follows:

1.  Election of directors. The following directors were elected for terms expiring at the 2027 annual meeting of stockholders:

	Votes For	Votes Withheld	Broker Non-Votes
James Dondero	13,028,425	86,092	3,286,595
Brian Mitts	13,050,324	64,193	3,286,595
Edward Constantino	13,025,305	89,212	3,286,595
Scott Kavanaugh	12,941,922	172,595	3,286,595
Arthur Laffer	13,024,016	90,501	3,286,595
Carol Swain	13,038,285	76,232	3,286,595
Catherine Wood	12,424,981	686,536	3,286,595

2.  Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved.

Votes For	Votes Against	Abstentions	Broker Non-Votes
12,888,429	175,011	51,077	3,286,595

3.  Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers. The frequency of every “one year” was approved.

1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
12,869,461	46,419	129,389	69,248	3,286,595

Consistent with the stockholder vote, the Company’s board of directors determined that the Company will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

4.  Approval, in accordance with Section 312.03 of the New York Stock Exchange Listed Company Manual, of the issuance of shares of common stock generally and to related parties, in each case, upon the redemption of any and all of the shares of 8.00% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”) of the Company purchased by investors in a registered continuous offering. The issuance of common stock upon the redemption of Series C Preferred Stock has been approved.

Votes For	Votes Against	Abstentions	Broker Non-Votes
12,858,583	211,724	44,210	3,286,595

5.  Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. The appointment was ratified.

Votes For	Votes Against	Abstentions	Broker Non-Votes
16,347,949	53,163	8,210	0

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.

NEXPOINT REAL ESTATE FINANCE, INC.
By:	/s/ Paul Richards
	Name: Paul Richards Title: Chief Financial Officer, Executive VP-Finance, Assistant Secretary and Treasurer

Date: June 2, 2026

FAQ

What did NexPoint Real Estate Finance (NREF) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals presented at the June 2, 2026 annual meeting. These included electing seven directors, an advisory vote on executive compensation, a vote on pay frequency, and another proposal that also received strong majority support.

How many NexPoint Real Estate Finance (NREF) shares were entitled to vote at the 2026 meeting?

A total of 18,686,983 shares of common stock were entitled to vote. This figure represents shares outstanding as of March 27, 2026, which was the record date for NexPoint Real Estate Finance’s 2026 Annual Meeting of Stockholders.

What voting support did NexPoint Real Estate Finance (NREF) directors receive in 2026?

Each of the seven director nominees received strong support, with votes for ranging from 12,424,981 to 13,050,324. Each director also had a smaller number of votes withheld and 3,286,595 broker non‑votes reported for the election items.

How did NexPoint Real Estate Finance (NREF) shareholders vote on executive compensation in 2026?

Stockholders cast 12,888,429 votes for, 175,011 against, and 51,077 abstentions on the advisory vote on executive compensation. There were 3,286,595 broker non‑votes, and the compensation of named executive officers was approved.

How often will NexPoint Real Estate Finance (NREF) hold say-on-pay votes after the 2026 meeting?

Stockholders expressed a preference for annual say‑on‑pay votes, with 12,869,461 votes for a one‑year frequency. Following this result, the board determined that future advisory votes on executive compensation will be held every year until the next frequency vote.

Was there another proposal that received strong support at NexPoint Real Estate Finance’s 2026 meeting?

Yes. One proposal received 16,347,949 votes for, 53,163 against, and 8,210 abstentions, with no broker non‑votes. The strong majority in favor meant this proposal was also approved at the 2026 annual meeting.

Filing Exhibits & Attachments

4 documents

Other Documents

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