NexPoint Real Estate counsel exercises RSUs, grant

NexPoint Real Estate Finance General Counsel and Secretary Dennis Charles Sauter Jr reported routine equity compensation activity.

Rhea-AI Filing Summary

NexPoint Real Estate Finance General Counsel and Secretary Dennis Charles Sauter Jr reported routine equity compensation activity. On April 3–4, he exercised restricted stock units into 7,549 shares of common stock, with 2,699 shares withheld to cover tax obligations. After these transactions, he directly held 33,017 common shares.

On April 2, he also received a new award of 32,308 restricted stock units, each representing one share of common stock. This award vests in four installments between April 2027 and February 2030, with settlement generally within 10 days of each vesting date and potentially in cash at the Compensation Committee’s discretion.

Insider Trade Summary

7,549 shares exercised/converted

Exercise 7 txns

Insider Sauter Dennis Charles Jr

Role General Counsel and Secretary

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,238	$0.00	$0.00
Exercise	Common Stock	3,238	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,229	$13.36	$16K
Exercise	Restricted Stock Units	4,311	$0.00	$0.00
Exercise	Common Stock	4,311	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,470	$13.36	$20K
Grant/Award	Restricted Stock Units	32,308	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 48,478 contracts (Direct); Common Stock — 33,017 shares (Direct)

Footnotes (4)

1. F1. Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Real Estate Finance, Inc.
2. F2. On April 2, 2026, the reporting person was granted 32,308 restricted stock units. The restricted stock units vest one-fourth on April 2, 2027, one-fourth on February 15, 2028, one-fourth on February 15, 2029 and one-fourth on February 15, 2030. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
3. F3. On April 3, 2025, the reporting person was granted 17,242 restricted stock units. The restricted stock units vested one-fourth on April 3, 2026 and will vest one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
4. F4. On April 4, 2023, the reporting person was granted 12,953 restricted stock units. The restricted stock units vested one-fourth on April 4, 2024, one-fourth on April 4, 2025 and one-fourth on April 4, 2026 and will vest one-fourth on April 4, 2027. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

Key Figures

RSU exercises: 7,549 shares Tax-withholding shares: 2,699 shares Post-transaction holdings: 33,017 shares +2 more

5 metrics

RSU exercises 7,549 shares Common stock received from RSU exercises on April 3–4, 2026

Tax-withholding shares 2,699 shares Shares delivered at $13.36 to cover tax obligations on April 3–4, 2026

Post-transaction holdings 33,017 shares Direct NexPoint Real Estate Finance common stock holdings after reported transactions

New RSU grant 32,308 units Restricted stock units granted April 2, 2026, each for one common share

RSU vesting span 2027–2030 Four equal vesting dates from April 2027 through February 2030

Key Terms

Restricted stock units, tax-withholding disposition, grant, award, or other acquisition, settlement will generally occur within 10 days of vesting

4 terms

Restricted stock units financial

"Each restricted stock unit represents a contingent right to receive one share of common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

grant, award, or other acquisition financial

"On April 2, 2026, the reporting person was granted 32,308 restricted stock units"

settlement will generally occur within 10 days of vesting financial

"Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did NREF General Counsel Dennis Sauter report?

Dennis Sauter exercised restricted stock units into 7,549 NexPoint Real Estate Finance shares, with 2,699 shares withheld for taxes. He also received a new grant of 32,308 restricted stock units that will vest in stages between 2027 and 2030.

How many NREF shares does Dennis Sauter hold after these Form 4 transactions?

After the reported transactions, Dennis Sauter directly holds 33,017 shares of NexPoint Real Estate Finance common stock. This figure reflects RSU exercises on April 3–4 and related tax-withholding dispositions, as disclosed in the Form 4 filing.

What are the terms of Dennis Sauter’s new NREF restricted stock unit grant?

On April 2, 2026, Dennis Sauter was granted 32,308 restricted stock units in NexPoint Real Estate Finance. The units vest in four equal installments in 2027, 2028, 2029, and 2030, with settlement generally within 10 days of vesting in shares or cash.

Were any of Dennis Sauter’s NREF transactions open-market buys or sells?

The Form 4 shows no open-market purchases or sales by Dennis Sauter. Reported transactions are RSU exercises and related tax-withholding dispositions, where 2,699 shares were delivered to satisfy tax liabilities rather than being sold on the open market.

How do prior RSU grants factor into Dennis Sauter’s recent NREF share exercises?

The exercised restricted stock units stem from earlier multi-year grants dated April 4, 2023 and April 3, 2025. Portions of those grants vested in April 2026, leading to the 7,549 common shares acquired and the associated 2,699-share tax-withholding dispositions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/06/2026 - 09:45 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sauter Dennis Charles Jr

(Last) (First) (Middle)

300 CRESCENT COURT, SUITE 700

(Street)

DALLAS TEXAS 75201

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NexPoint Real Estate Finance, Inc. [ NREF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel and Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/03/2026		M		4,311	A	(1)	32,478	D
Common Stock	04/03/2026		F		1,470	D	$13.36	31,008	D
Common Stock	04/04/2026		M		3,238	A	(1)	34,246	D
Common Stock	04/04/2026		F		1,229	D	$13.36	33,017	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	04/02/2026		A		32,308		(2)	(2)	Common Stock	32,308	$0	32,308	D
Restricted Stock Units	(1)	04/03/2026		M			4,311	(3)	(3)	Common Stock	4,311	$0	12,931	D
Restricted Stock Units	(1)	04/04/2026		M			3,238	(4)	(4)	Common Stock	3,238	$0	3,239	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Real Estate Finance, Inc.

2. On April 2, 2026, the reporting person was granted 32,308 restricted stock units. The restricted stock units vest one-fourth on April 2, 2027, one-fourth on February 15, 2028, one-fourth on February 15, 2029 and one-fourth on February 15, 2030. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

3. On April 3, 2025, the reporting person was granted 17,242 restricted stock units. The restricted stock units vested one-fourth on April 3, 2026 and will vest one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

4. On April 4, 2023, the reporting person was granted 12,953 restricted stock units. The restricted stock units vested one-fourth on April 4, 2024, one-fourth on April 4, 2025 and one-fourth on April 4, 2026 and will vest one-fourth on April 4, 2027. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

	/s/ Paul Richards, as attorney-in-fact for Dennis Charles Sauter Jr	04/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)