Director at NexPoint Real Estate Finance (NYSE: NREF) settles RSUs, tax withholding

Rhea-AI Filing Summary

NexPoint Real Estate Finance, Inc. director Brian Mitts reported routine equity compensation activity on March 13, 2026. He exercised or converted 8,333 Restricted Stock Units into common stock at a stated price of $0.00 per share, reflecting settlement of a previously granted award.

On the same date, he disposed of 1,249 shares of common stock back to the issuer and an additional 2,004 shares were withheld at $13.15 per share to satisfy tax obligations, which is not an open‑market sale. Following these transactions, he holds 88,791 shares of common stock directly and 95 shares indirectly through a child.

The filing also notes an earlier grant of 33,333 restricted stock units that vest in four equal annual installments from March 13, 2025 through March 13, 2028, with settlement generally occurring within 10 days of each vesting date and potentially in cash at the Compensation Committee’s discretion.

Insider Trade Summary

8,333 shares exercised/converted

Mixed 5 txns

Insider Mitts Brian

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	8,333	$0.00	--
Exercise	Common Stock	8,333	$0.00	--
Disposition	Common Stock	1,249	$0.00	--
Tax Withholding	Common Stock	2,004	$13.15	$26K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 16,667 shares (Direct); Common Stock — 92,044 shares (Direct); Common Stock — 95 shares (Indirect, By child.)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Real Estate Finance, Inc. Represents the portion of previously reported restricted stock unit grant that vested on March 13, 2026 and settled in cash. On March 13, 2024, the reporting person was granted 33,333 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
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		8,333	A	(1)	92,044	D
Common Stock	03/13/2026		D		1,249	D	(2)	90,795	D
Common Stock	03/13/2026		F		2,004	D	$13.15	88,791	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)	03/13/2026		M			8,333	(3)	(3)	Common Stock	0	$0	16,667	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 March 13, 2026 and settled in cash.

3. On March 13, 2024, the reporting person was granted 33,333 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.

	/s/ Paul Richards as attorney-in-fact for Brian Mitts	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.

FAQ

What insider transactions did NREF director Brian Mitts report on this Form 4?

Brian Mitts reported exercising or converting 8,333 Restricted Stock Units into common shares, then returning 1,249 shares to the issuer and having 2,004 shares withheld at $13.15 per share to cover tax obligations. These are routine equity compensation and tax-related transactions.

How many NexPoint Real Estate Finance (NREF) shares does Brian Mitts hold after the transactions?

After the reported March 13, 2026 transactions, Brian Mitts holds 88,791 shares of NREF common stock directly and 95 shares indirectly through a child. These figures reflect his remaining equity position reported in this filing following the equity award settlement and related dispositions.

Were any of Brian Mitts’ NREF transactions open-market purchases or sales?

No, the Form 4 shows no open-market purchases or sales. The filing reflects an exercise or conversion of 8,333 Restricted Stock Units, a disposition of 1,249 shares to the issuer, and a 2,004-share tax-withholding disposition at $13.15 per share, all tied to equity compensation.

What is the vesting schedule of Brian Mitts’ 33,333 NREF Restricted Stock Units?

The 33,333 Restricted Stock Units granted on March 13, 2024 vest in four equal installments: one-fourth on March 13, 2025, one-fourth on March 13, 2026, one-fourth on March 13, 2027, and one-fourth on March 13, 2028. Settlement generally occurs within 10 days of each vesting.

Can Brian Mitts’ NREF Restricted Stock Units be settled in cash instead of shares?

Yes, the filing states that settlement of the Restricted Stock Units will generally occur within 10 days of vesting and may, at the Compensation Committee’s discretion, be settled in cash. This means future vested units might result in cash payments rather than additional NREF shares.

How many NREF shares were withheld for taxes in Brian Mitts’ Form 4 filing?

The Form 4 shows that 2,004 shares of NexPoint Real Estate Finance common stock were disposed of at $13.15 per share to satisfy tax liabilities. This is characterized as a tax-withholding disposition, not an open-market sale, related to the equity award settlement.