NexPoint Real Estate Finance (NREF) director exercises RSUs, settles tax with shares

Rhea-AI Filing Summary

NexPoint Real Estate Finance director Brian Mitts reported a mix of equity compensation transactions involving restricted stock units and common stock. He exercised 5,538 restricted stock units into common shares at a price of $0.0000 per share, increasing his direct common stock holdings before subsequent dispositions.

On the same day, he disposed of 830 common shares in a transaction coded as a disposition to the issuer and a further 2,806 shares in a tax-withholding transaction at $14.86 per share, ending with 83,711 directly held common shares. An additional 95 common shares are held indirectly "by child." The footnotes explain these RSUs were part of a 22,155-unit grant from February 21, 2022 that vested in four annual installments through February 21, 2026, with settlement allowed in cash at the Compensation Committee’s discretion.

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^*

Mitts Brian

(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		10% Owner
	Officer (give title below)		Other (specify below)

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		5,538	A	(1)	87,347	D
Common Stock	02/21/2026		D		830	D	(2)	86,517	D
Common Stock	02/21/2026		F		2,806	D	$14.86	83,711	D
Common Stock								95	I	By child.

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			5,538	(3)	(3)	Common Stock	5,538	$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. Represents the portion of previously reported restricted stock unit grant that vested on February 21, 2026 and settled in cash.

3. On February 21, 2022, the reporting person was granted 22,155 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.

	/s/ Paul Richards as attorney-in-fact for Brian Mitts	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did NexPoint Real Estate Finance (NREF) director Brian Mitts report?

Brian Mitts reported exercising 5,538 restricted stock units into common stock and then disposing of 830 shares to the issuer and 2,806 shares for tax withholding, all dated February 21, 2026. These movements reflect routine equity compensation activity rather than open-market buying or selling.

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

After the reported transactions, Brian Mitts directly holds 83,711 shares of NexPoint Real Estate Finance common stock. The filing also notes an additional 95 shares held indirectly "by child," indicating a small indirect ownership position separate from his direct holdings.

What was the size of the restricted stock unit exercise reported by NREF director Brian Mitts?

He exercised 5,538 restricted stock units into NexPoint Real Estate Finance common stock at a stated price of $0.0000 per share. Each unit represented a contingent right to receive one share, consistent with the company’s equity compensation structure and vesting schedule described in the footnotes.

Why did Brian Mitts dispose of NexPoint Real Estate Finance (NREF) shares in this filing?

The filing shows two types of dispositions: 830 shares coded as a disposition to the issuer and 2,806 shares used to pay tax obligations at $14.86 per share. These are structured transactions tied to equity awards, not open-market sales to third-party investors.

What does the 2022 restricted stock unit grant to NREF’s Brian Mitts look like?

On February 21, 2022, Brian Mitts was granted 22,155 restricted stock units that vest in four equal installments on February 21 of 2023, 2024, 2025, and 2026. Settlement generally occurs within 10 days of vesting and may, at the Compensation Committee’s discretion, be paid in cash.

Are the NexPoint Real Estate Finance (NREF) insider transactions open-market purchases or sales?

The transactions are primarily equity award-related: an exercise of 5,538 restricted stock units and dispositions to the issuer and for tax withholding. The filing does not show open-market purchases or sales, but rather internal compensation and tax-settlement transactions recorded under specific SEC transaction codes.