NexPoint officer exercises 38,438 RSUs, pays taxes in shares

NexPoint Real Estate Finance, Inc. officer Matt McGraner exercised 38,438 restricted stock units, receiving an equal number of common shares at a $0.00 exercise price.

Rhea-AI Filing Summary

NexPoint Real Estate Finance, Inc. officer Matt McGraner exercised 38,438 restricted stock units, receiving an equal number of common shares at a $0.00 exercise price. To cover tax obligations, 13,554 common shares were disposed of at $13.15 per share through issuer withholding, not an open-market sale. Following these transactions, he directly holds 285,618 common shares. An additional 1,800 shares are held indirectly by a limited liability company in which he owns an indirect minority interest and for which he disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

38,438 shares exercised/converted

Exercise 4 txns

Insider McGraner Matt

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	38,438	$0.00	$0.00
Exercise	Common Stock	38,438	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	13,554	$13.15	$178K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 76,874 contracts (Direct); Common Stock — 285,618 shares (Direct); Common Stock — 1,800 shares (Indirect, See Footnote)

Footnotes (3)

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. 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. F3. On March 13, 2024, the reporting person was granted 153,750 restricted stock units. The restricted stock units vested one-fourth on March 13, 2025 and one-fourth on March 13, 2026 and will vest one-fourth on March 13, 2027 and one-fourth on March 13, 2028. 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 officer Matt McGraner report on March 13, 2026?

Matt McGraner exercised 38,438 restricted stock units into common shares at a $0.00 exercise price. To satisfy tax obligations, 13,554 common shares were withheld at $13.15 per share, a non-market disposition treated as payment of tax liability rather than an open-market sale.

How many NexPoint Real Estate Finance (NREF) shares does Matt McGraner hold after this Form 4?

After the reported transactions, Matt McGraner directly holds 285,618 shares of NexPoint Real Estate Finance common stock. In addition, 1,800 shares are held indirectly through a limited liability company in which he has an indirect minority interest and a limited pecuniary stake.

What was the nature of the 38,438 restricted stock units reported by NREF’s officer?

Each restricted stock unit represents a contingent right to receive one NexPoint Real Estate Finance common share. McGraner exercised 38,438 units, consistent with a multi-year grant that vests in four equal installments from March 13, 2025 through March 13, 2028, with settlement generally within ten days of vesting.

How were taxes handled on Matt McGraner’s NexPoint Real Estate Finance RSU vesting?

To cover tax liabilities tied to the RSU exercise, 13,554 common shares were delivered at $13.15 per share. This is classified as a tax-withholding disposition, meaning shares were used to pay taxes rather than sold in the open market for discretionary portfolio reasons.

What is the vesting schedule of the 153,750 NexPoint Real Estate Finance RSUs granted to McGraner?

On March 13, 2024, McGraner was granted 153,750 restricted stock units. These vest one-fourth on March 13 of 2025, 2026, 2027, and 2028. Settlement generally occurs within ten days of each vesting date and may be settled in cash at the Compensation Committee’s discretion.

How are McGraner’s indirectly held NexPoint Real Estate Finance shares structured?

1,800 NexPoint Real Estate Finance shares are held by a limited liability company in which McGraner owns an indirect minority interest. He disclaims beneficial ownership of those shares except to the extent of his pecuniary interest, indicating limited economic and control rights over that indirect position.

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

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Accepted by SEC EDGAR 03/17/2026 - 04:45 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^*

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)
03/13/2026

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	03/13/2026		M		38,438	A	(1)	299,172	D
Common Stock	03/13/2026		F		13,554	D	$13.15	285,618	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)	03/13/2026		M			38,438	(3)	(3)	Common Stock	38,438	$0	76,874	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 March 13, 2024, the reporting person was granted 153,750 restricted stock units. The restricted stock units vested one-fourth on March 13, 2025 and one-fourth on March 13, 2026 and will vest one-fourth on March 13, 2027 and one-fourth on March 13, 2028. 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	03/17/2026
	** 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.