NexPoint Real Estate Finance (NREF) officer exercises RSUs and withholds shares

Rhea-AI Filing Summary

NexPoint Real Estate Finance, Inc. officer Matt McGraner reported equity award activity involving restricted stock units and common stock. He exercised or converted 17,308 restricted stock units into 17,308 shares of common stock at a price of $0.00 per share, increasing his direct common stock holdings to 268,076 shares.

On the same date, 7,342 common shares were disposed of at $14.86 per share to cover tax obligations associated with the award, leaving 260,734 shares of common stock held directly. Separately, 1,800 common shares are held indirectly through a limited liability company in which he owns an indirect minority interest, and he disclaims beneficial ownership beyond 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^*

McGraner Matt

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

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	02/21/2026		M		17,308	A	(1)	268,076	D
Common Stock	02/21/2026		F		7,342	D	$14.86	260,734	D
Common Stock								1,800	I	See Footnote(2)

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)	02/21/2026		M			17,308	(3)	(3)	Common Stock	17,308	$0	0	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. These shares are held by a limited liability company in which Mr. McGraner owns an indirect minority interest. Mr. McGraner disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. On February 21, 2022, the reporting person was granted 69,235 restricted stock units. The restricted stock units vested one-fourth on February 21, 2023, one-fourth on February 21, 2024, one-fourth on February 21, 2025 and one-fourth on February 21, 2026. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

Remarks:

Executive VP and Chief Investment Officer

	/s/ Paul Richards, as attorney-in-fact for Matt McGraner	02/24/2026
	** 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.

FAQ

What did NexPoint Real Estate Finance (NREF) officer Matt McGraner report on this Form 4?

He reported equity award activity involving restricted stock units and common stock. RSUs were exercised into shares, and some shares were disposed of to satisfy tax obligations related to the vesting and settlement of those units.

How many restricted stock units did Matt McGraner convert into NexPoint (NREF) common stock?

He converted 17,308 restricted stock units into 17,308 shares of NexPoint common stock at $0.00 per share. Each unit represents a contingent right to receive one share upon vesting and settlement, according to the filing’s footnotes.

Why were 7,342 NexPoint (NREF) common shares disposed of in this Form 4 filing?

The filing states 7,342 common shares were disposed of at $14.86 per share to pay the exercise price or tax liability. This is characterized as a tax-withholding disposition rather than an open-market sale, tied to the equity award settlement.

What is Matt McGraner’s direct common stock ownership in NexPoint (NREF) after these transactions?

After the reported transactions, he holds 260,734 shares of NexPoint common stock directly. This reflects the RSU conversion into shares and the shares withheld or delivered to cover tax obligations connected to the vested equity award.

What indirect ownership in NexPoint (NREF) shares is disclosed for Matt McGraner?

The filing notes 1,800 common shares are held indirectly through a limited liability company. McGraner owns an indirect minority interest in that entity and disclaims beneficial ownership of those shares except to the extent of his pecuniary interest.

How did the original NexPoint (NREF) restricted stock unit grant to Matt McGraner vest over time?

On February 21, 2022, he was granted 69,235 restricted stock units. The units vested in four equal installments on February 21 of 2023, 2024, 2025, and 2026, with settlement generally within 10 days of each vesting date, in shares or cash at the committee’s discretion.