NexPoint Real Estate Finance (NYSE: NREF) inks $40M affiliate note

Rhea-AI Filing Summary

NexPoint Real Estate Finance, Inc. disclosed that its operating partnership loaned $16.7 million on January 16, 2026 to NexPoint Storage Partners Operating Company, LLC under a new promissory note. The note allows NSP OC to borrow up to $40 million, carries a 14% per annum interest rate payable in kind, is interest-only, and matures on January 16, 2031.

The loan is secured by a first-priority lien on specified rent, fee and disposition income streams and related deposit accounts of NSP OC, its subsidiaries and certain NexPoint-affiliated entities. The note is subordinated to NexPoint Storage Partners, Inc.’s mandatorily redeemable Series D Preferred Stock, which is redeemable on December 8, 2028 with two possible one-year extensions, and generally limits payments on the note to in-kind interest until that preferred stock is fully redeemed or consents are obtained.

The Ohio State Life Insurance Company agreed to purchase $5 million of principal amount of the note at par plus accrued interest before the end of the second quarter of 2026. As of January 16, 2026, NexPoint Real Estate Finance owned about 25.4% of NSP’s common stock and its operating partnership held about 95.4% of NSP’s 15.0% Cumulative Series G Preferred Stock, with most NSP equity held by accounts advised by NexPoint and its affiliates.

Insights

Real estate credit and REIT analyst

NexPoint extends a high-yield, related-party, secured loan with tight subordination to existing preferred equity.

The operating partnership of NexPoint Real Estate Finance has originated a promissory note facility of up to $40 million, with an initial funded amount of $16.7 million to an affiliate, NexPoint Storage Partners Operating Company. The note bears a relatively high 14% interest rate, paid in kind, and is interest-only until maturity on January 16, 2031, aligning with higher-yield private credit dynamics within the NexPoint platform.

The loan is secured by first-priority liens on specified income streams such as base rents under master leases, asset management fees, and disposition fees, plus related deposit accounts, which helps support recovery prospects if performance weakens. However, the structure is expressly subordinated to NSP’s mandatorily redeemable Series D Preferred Stock, redeemable on December 8, 2028 with potential one-year extensions, and restricts cash payments on the note beyond in-kind interest unless that preferred is fully redeemed or consents are obtained.

The agreement that The Ohio State Life Insurance Company will purchase $5 million of principal at par plus accrued interest before the end of Q2 2026 introduces a third-party investor into the capital stack. NexPoint Real Estate Finance’s approximate 25.4% ownership of NSP common stock and its operating partnership’s approximate 95.4% stake in NSP’s 15.0% Cumulative Series G Preferred Stock underscore the related-party nature of this transaction and mean performance of NSP and its affiliates can influence both credit outcomes and equity exposure.

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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): January 16, 2026

NexPoint Real Estate Finance, Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-39210		84-2178264
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification No.)

300 Crescent Court, Suite 700

Dallas, Texas 75201

(Address of principal executive offices, including zip code)

214-276-6300

(Registrant’s telephone number, including area code)

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:

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 1.01 Entry into a Material Definitive Agreement.

Promissory Note

On January 16, 2026, NexPoint Real Estate Finance Operating Partnership, L.P. (the “OP”), the operating partnership of NexPoint Real Estate Finance, Inc. (the “Company”), loaned $16.7 million to NexPoint Storage Partners Operating Company, LLC (“NSP OC”), a subsidiary of NexPoint Storage Partners, Inc. (“NSP”). In connection with the loan, NSP OC issued a promissory note (the “NSP Note”) pursuant to which NSP OC may borrow up to an aggregate principal amount of $40 million, with $16.7 million outstanding as of January 16, 2026. The NSP Note bears interest at 14% per annum, which is payable in kind, is interest only during the term of the NSP Note and matures on January 16, 2031.

Borrowings under the NSP Note are secured by a first priority lien on certain income streams and the related deposit accounts of NSP OC and its subsidiaries and certain subsidiaries of NexPoint Advisors, L.P. (“NexPoint”), the parent of NexPoint Real Estate Advisors VII, L.P. (the “Manager”), the Company’s external manager, including (i) cash received as base rent under identified master leases, (ii) cash received as asset management fees under identified asset management agreements, (iii) cash received as disposition fees under identified trust agreements, and (iv) related deposit accounts. The NSP Note is subordinated in right and time of payment to NSP’s outstanding Series D Preferred Stock, $0.01 par value per share (the “Series D Preferred Stock”), which is mandatorily redeemable on December 8, 2028, subject to two one-year extensions at the election of NSP, and no payments or prepayments on the NSP Note other than payment of interest in-kind may be made without the prior written consent of the holder of the Series D Preferred Stock unless the Series D Preferred Stock has been fully redeemed.

The Ohio State Life Insurance Company (“OSL”) has agreed to purchase $5 million in principal amount of the NSP Note at par plus accrued interest prior to the end of the second quarter of 2026.

As of January 16, 2026, the Company owned approximately 25.4% of the total outstanding shares of common stock of NSP and has guaranteed certain obligations of NSP, which are capped at $97.6 million. As of January 16, 2026, the OP owned approximately 95.4% of NSP’s outstanding 15.0% Cumulative Series G Preferred Stock, $0.01 par value per share. Accounts advised by NexPoint and its affiliates beneficially own substantially all of the equity securities of NSP. OSL may be deemed an affiliate of the Manager through common beneficial ownership.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 Vice President-Finance, Assistant Secretary and Treasurer

Date: January 23, 2026

FAQ

What agreement did NexPoint Real Estate Finance (NREF) enter into on January 16, 2026?

NexPoint Real Estate Finance’s operating partnership entered into a promissory note with NexPoint Storage Partners Operating Company, LLC, under which it loaned $16.7 million and may lend up to an aggregate principal amount of $40 million.

What are the key terms of the new NexPoint promissory note related to NSP OC?

The promissory note permits borrowing up to $40 million, bears interest at 14% per annum payable in kind, is interest-only during its term, and matures on January 16, 2031.

How is the NSP OC promissory note secured in the NREF transaction?

Borrowings are secured by a first-priority lien on certain income streams and related deposit accounts of NSP OC, its subsidiaries and certain NexPoint-affiliated subsidiaries, including base rent under identified master leases, asset management fees, and disposition fees.

How is the promissory note subordinated to NexPoint Storage Partners’ Series D Preferred Stock?

The note is subordinated in right and time of payment to NSP’s Series D Preferred Stock, which is mandatorily redeemable on December 8, 2028 with two one-year extension options, and generally restricts payments on the note to interest in kind unless the Series D Preferred Stock has been fully redeemed or the holder consents.

What role does The Ohio State Life Insurance Company play in the NREF promissory note?

The Ohio State Life Insurance Company has agreed to purchase $5 million in principal amount of the NSP Note at par plus accrued interest before the end of the second quarter of 2026, and may be deemed an affiliate of NexPoint’s manager through common beneficial ownership.

What ownership does NexPoint Real Estate Finance have in NexPoint Storage Partners?

As of January 16, 2026, NexPoint Real Estate Finance owned approximately 25.4% of NSP’s outstanding common stock, and its operating partnership owned about 95.4% of NSP’s outstanding 15.0% Cumulative Series G Preferred Stock, while accounts advised by NexPoint and its affiliates beneficially owned substantially all of NSP’s equity securities.