NexPoint Real Estate Finance (NREF) insider Dondero reports OP unit redemption

Rhea-AI Filing Summary

NexPoint Real Estate Finance, Inc. insider James Dondero, a director, 10% owner and President, reported changes in his indirect holdings of the company’s common stock. On 12/30/2025, 852,273 Class C OP Units in NexPoint Real Estate Finance Operating Partnership, L.P. were redeemed for an equal number of NexPoint Real Estate Finance common shares and distributed to NexPoint Diversified Real Estate Operating Partnership, L.P. (NXDT OP).

Following this transaction, large blocks of NREF shares are held across several NexPoint-related entities and funds, including NXDT OP, NexPoint Diversified Real Estate Trust, NexPoint Real Estate Strategies Fund, NexPoint Capital, Inc., Highland Global Allocation Fund and Highland Opportunities and Income Fund, as well as certain trusts and a limited liability company. These entities are managed or advised by NexPoint-affiliated managers, and Mr. Dondero may be deemed an indirect beneficial owner but disclaims beneficial ownership except to the extent of his pecuniary interest.

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

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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^*

DONDERO JAMES D

(Last) (First) (Middle)

300 CRESCENT COURT, SUITE 700

(Street)

DALLAS TX 75201

(City) (State) (Zip)

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2025

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

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

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

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	12/30/2025		M		852,273	D	(1)	3,649,759	I	See Footnote(2)
Common Stock								327,286	I	See Footnote(3)
Common Stock								352,666(4)	D
Common Stock								5,694,671	I	See Footnote(5)
Common Stock								1,800	I	See Footnote(6)
Common Stock								240,124(4)	I	See Footnote(7)

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
Class C OP Units(8)	(9)	12/30/2025		M(1)(8)			852,273	(9)	(9)	Common Stock	852,273	(1)(8)	0	I	See Footnote(1)

Explanation of Responses:

1. 852,273 of the Class C common units of limited partnership interest ("OP Units") in NexPoint Real Estate Finance Operating Partnership, L.P., the operating partnership (the "OP") of NexPoint Real Estate Finance, Inc. (the "Issuer") were redeemed by a wholly owned subsidiary of NexPoint Diversified Real Estate Operating Partnership, L.P. ("NXDT OP") for an equal number of shares of the Issuer's common stock in accordance with the limited partnership agreement of the OP and distributed to NXDT OP.

2. 852,273 shares are held by NXDT OP, which is wholly owned by NexPoint Diversified Real Estate Trust, 2,100,000 shares are held by NexPoint Diversified Real Estate Trust, 281,817 shares are held by NexPoint Real Estate Strategies Fund and 415,669 shares are held by NexPoint Capital, Inc. These entities are managed or advised, directly or indirectly, by NexPoint Advisors, L.P. ("NP"). Mr. Dondero is the sole member of NP's general partner, and may be deemed to be an indirect beneficial owner of securities held by NP. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. 95,207 shares are held by a company which is an indirect wholly owned subsidiary of a trust of which Mr. Dondero is the beneficiary. The remaining shares of common stock are held directly by the trust. Mr. Dondero disclaims beneficial ownership of the shares held directly or indirectly by the trust except to the extent of his pecuniary interest therein.

4. Includes shares acquired under the dividend reinvestment plan.

5. 1,322,385 shares are held by Highland Global Allocation Fund and 4,372,286 shares are held by Highland Opportunities and Income Fund. These entities are managed by NexPoint Asset Management, L.P. ("NexPoint Asset Management"). Mr. Dondero is the sole stockholder and director of Strand Advisors XVI, Inc., NexPoint Asset Management's general partner, and may be deemed to be an indirect beneficial owner of securities held by NexPoint Asset Management. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

6. These shares are held by a limited liability company in which the trust referenced in footnote 3 to this Form 4 owns a majority interest. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

7. These shares are held by a trust. Mr. Dondero disclaims beneficial ownership of such shares.

8. Represents OP Units in the OP, the operating partnership of the Issuer.

9. The OP Units are redeemable, subject to certain requirements, for cash or, at the election of the Issuer, for shares of the Issuer's common stock on a one-for-one basis. The OP Units were vested as of the date of issuance and have no expiration date.

	/s/ Paul Richards, as attorney-in-fact for James Dondero	01/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did NREF report for James Dondero on this Form 4?

The filing reports that on 12/30/2025, 852,273 Class C common OP Units in NexPoint Real Estate Finance Operating Partnership, L.P. were redeemed for an equal number of NexPoint Real Estate Finance, Inc. common shares and distributed to NexPoint Diversified Real Estate Operating Partnership, L.P. (NXDT OP).

What is James Dondero’s relationship to NexPoint Real Estate Finance, Inc. (NREF)?

James Dondero is reported as a Director, a 10% Owner, and an Officer of NexPoint Real Estate Finance, Inc., serving as President.

How are the 852,273 NREF shares from the OP Unit redemption held after the transaction?

According to the explanation, the 852,273 shares issued upon redemption of the Class C OP Units are held by NXDT OP, which is a wholly owned subsidiary of NexPoint Diversified Real Estate Trust.

How many NREF shares are held across NexPoint Diversified Real Estate Trust and related entities?

The filing states that 852,273 shares are held by NXDT OP, 2,100,000 shares are held by NexPoint Diversified Real Estate Trust, 281,817 shares are held by NexPoint Real Estate Strategies Fund, and 415,669 shares are held by NexPoint Capital, Inc.

How many NREF shares are held by Highland funds managed by NexPoint Asset Management?

The document explains that 1,322,385 shares are held by Highland Global Allocation Fund and 4,372,286 shares are held by Highland Opportunities and Income Fund, which are managed by NexPoint Asset Management, L.P.

Does James Dondero claim full beneficial ownership of all these NREF shares?

No. In multiple footnotes, Mr. Dondero disclaims beneficial ownership of shares held by NexPoint-managed entities, trusts and a limited liability company, except to the extent of his pecuniary interest in those holdings.

What are OP Units in the NexPoint Real Estate Finance Operating Partnership?

The filing describes the Class C OP Units as units of limited partnership interest in the operating partnership that are redeemable, subject to certain requirements, for cash or, at the Issuer’s election, for common stock on a one-for-one basis. The OP Units were vested as of issuance and have no expiration date.