NexPoint Real Estate Finance (NREF) president converts 17,308 RSUs to stock

Rhea-AI Filing Summary

NexPoint Real Estate Finance, Inc. president and 10% owner James D. Dondero reported acquiring common stock through the vesting and exercise of restricted stock units. On February 21, 2026, 17,308 restricted stock units were exercised into 17,308 shares of common stock at a price of $0.00 per share, increasing his directly held common stock to 369,974 shares.

Each restricted stock unit represents a right to receive one NexPoint Real Estate Finance common share. The 17,308 units formed part of a 69,235-unit grant originally awarded on February 21, 2022, which vested in four equal annual installments from 2023 through 2026, with settlement generally within 10 days of vesting and potentially in cash at the Compensation Committee’s discretion.

The filing also lists substantial additional common stock positions held indirectly through various funds, operating partnerships, companies, and trusts associated with NexPoint entities. Footnotes state that these entities hold the shares and that 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)
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)	369,974	D
Common Stock								5,694,671	I	See Footnote(2)
Common Stock								3,649,759	I	See Footnote(3)
Common Stock								327,286	I	See Footnote(4)
Common Stock								1,800	I	See Footnote(5)
Common Stock								240,124	I	By Trust(6)

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	(7)	(7)	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. 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.

3. 2,952,273 shares are held by NexPoint Diversified Real Estate Trust Operating Partnership, L.P., 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.

4. 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.

5. These shares are held by a limited liability company in which the trust referenced in footnote 4 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.

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

7. 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.

	/s/ Paul Richards, as attorney-in-fact for James Dondero	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 transaction did NREF president James Dondero report on this Form 4?

James D. Dondero reported the vesting and exercise of 17,308 restricted stock units into 17,308 shares of NexPoint Real Estate Finance common stock at $0.00 per share, reflecting a derivative conversion rather than an open-market purchase or sale.

How many NexPoint Real Estate Finance shares does James Dondero hold directly after this transaction?

Following the reported derivative exercise, James D. Dondero directly holds 369,974 shares of NexPoint Real Estate Finance common stock. This figure represents only his direct ownership and does not include additional indirect holdings reported through various funds and trusts.

What was the original restricted stock unit grant disclosed for NREF’s president?

On February 21, 2022, James D. Dondero was granted 69,235 restricted stock units. The grant vested in four equal installments on February 21 of 2023, 2024, 2025, and 2026, with settlement generally within 10 days of each vesting date, potentially in cash at committee discretion.

How do the restricted stock units for NREF convert into common shares?

Each restricted stock unit represents a contingent right to receive one share of NexPoint Real Estate Finance common stock. Upon vesting and exercise, the units convert into an equal number of common shares, as shown by the 17,308 units converting into 17,308 shares.

What indirect NREF shareholdings related to James Dondero are disclosed in this Form 4?

The filing lists large indirect holdings in entities such as Highland Global Allocation Fund, Highland Opportunities and Income Fund, NexPoint Diversified Real Estate Trust Operating Partnership, and several other vehicles, with Mr. Dondero disclaiming beneficial ownership except for his pecuniary interests.

Does James Dondero fully own the indirectly held NexPoint Real Estate Finance shares?

No. The filing explains that various funds, operating partnerships, companies, and trusts hold these shares. James D. Dondero may be deemed an indirect beneficial owner but expressly disclaims beneficial ownership except to the extent of any pecuniary interest he has in those entities.