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NexPoint Real Estate Finance (NREF) leader acquires shares via RSU grant and exercises

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Form Type
4

Rhea-AI Filing Summary

NexPoint Real Estate Finance, Inc. reported insider equity awards and option-like exercises by President and director James D. Dondero, who is also a ten percent owner. On April 2, 2026, he received a grant of 197,789 restricted stock units (RSUs), each representing a right to one share of common stock. These RSUs vest in four equal installments on April 2, 2027, February 15, 2028, February 15, 2029 and February 15, 2030, with settlement generally within 10 days and potentially in cash at the Compensation Committee’s discretion.

On April 3, 2026 and April 4, 2026, Dondero exercised previously granted RSUs to acquire a total of 70,114 shares of common stock, increasing his directly held common stock to 492,250 shares. Additional common shares are reported as held indirectly through funds and trusts managed or advised by affiliated entities and through a trust and related limited liability company; Dondero may be deemed an indirect beneficial owner of those positions but expressly disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider DONDERO JAMES D
Role President
Type Security Shares Price Value
Exercise Restricted Stock Units 33,284 $0.00 $0.00
Exercise Common Stock 33,284 $0.00 $0.00
Exercise Restricted Stock Units 36,830 $0.00 $0.00
Exercise Common Stock 36,830 $0.00 $0.00
Grant/Award Restricted Stock Units 197,789 $0.00 $0.00
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 341,561 shares (Direct); Common Stock — 492,250 shares (Direct); Common Stock — 9,673,516 shares (Indirect, See Footnote); Common Stock — 248,996 shares (Indirect, By Trust)
Footnotes (10)
  1. F1. Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Real Estate Finance, Inc. (the "Issuer").
  2. F2. Includes shares acquired under the dividend reinvestment plan of the Issuer.
  3. F3. 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.
  4. F4. 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.
  5. F5. 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.
  6. F6. These shares are held by a limited liability company in which the trust referenced in footnote 5 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.
  7. F7. These shares are held by a trust. Mr. Dondero disclaims beneficial ownership of such shares.
  8. F8. On April 2, 2026, the reporting person was granted 197,789 restricted stock units. The restricted stock units vest one-fourth on April 2, 2027, one-fourth on February 15, 2028, one-fourth on February 15, 2029 and one-fourth on February 15, 2030. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
  9. F9. On April 3, 2025, the reporting person was granted 147,319 restricted stock units. The restricted stock units vested one-fourth on April 3, 2026 and will vest one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
  10. F10. On April 4, 2023, the reporting person was granted 133,135 restricted stock units. The restricted stock units vested one-fourth on April 4, 2024, one-fourth on April 4, 2025 and one-fourth on April 4, 2026 and will vest one-fourth on April 4, 2027. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
RSU grant 197,789 RSUs Grant to James Dondero on <date>April 2, 2026</date>
RSUs exercised 70,114 shares Common stock acquired from RSU exercises on <date>April 3–4, 2026</date>
Direct common shares after transactions 492,250 shares Direct NREF common stock held by Dondero after <date>April 4, 2026</date>
Indirect fund holdings (set 1) 5,694,671 shares Indirect common stock positions reported with nature of ownership “See Footnote”
Indirect fund holdings (set 2) 3,649,759 shares Additional indirect common stock positions with “See Footnote” ownership
Indirect LLC holdings 327,286 shares Indirect common shares held through an entity tied to a trust
Trust-held shares 248,996 shares Common stock held by a trust where Dondero disclaims beneficial ownership
Dividend reinvestment inclusion Not quantified Footnote notes holdings include shares from dividend reinvestment plan
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share of common stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend reinvestment plan financial
"Includes shares acquired under the dividend reinvestment plan of the Issuer."
A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.
indirect beneficial owner financial
"may be deemed to be an indirect beneficial owner of securities held by NexPoint Asset Management."
pecuniary interest financial
"disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein."
settlement financial
"Settlement will generally occur within 10 days of vesting and may ... be settled in cash."
Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.

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

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FAQ

What insider transactions did NREF report for James Dondero on this Form 4?

The Form 4 shows James D. Dondero received a grant of 197,789 restricted stock units and exercised previously granted RSUs to acquire 70,114 shares of NexPoint Real Estate Finance common stock, all as compensation-related equity activity rather than open-market trades.

How many restricted stock units did NREF grant to James Dondero and how do they vest?

NexPoint Real Estate Finance granted James Dondero 197,789 restricted stock units on April 2, 2026. These RSUs vest in four equal installments on April 2, 2027, February 15, 2028, February 15, 2029 and February 15, 2030, with settlement generally within 10 days of each vesting date.

How many NREF shares did James Dondero acquire through RSU exercises in this filing?

Through exercising restricted stock units, James Dondero acquired 36,830 shares of common stock on April 3, 2026 and 33,284 shares on April 4, 2026, for a total of 70,114 newly issued NexPoint Real Estate Finance common shares credited to his direct ownership.

What is James Dondero’s direct common stock position in NREF after these transactions?

After the April 4, 2026 RSU exercise, James Dondero directly holds 492,250 shares of NexPoint Real Estate Finance common stock. This figure reflects the updated direct ownership balance reported in the Form 4 following the compensation-related equity conversions.

What indirect NREF holdings associated with James Dondero are disclosed in the footnotes?

The footnotes state that millions of NexPoint Real Estate Finance shares are held by various funds, partnerships, and trusts managed or advised by affiliates or related entities, and by a trust and a related limited liability company. Dondero may be deemed an indirect beneficial owner but disclaims ownership beyond his pecuniary interest.

Can the newly granted NREF restricted stock units be settled in cash instead of shares?

Yes. The filing explains that settlement of the 197,789 restricted stock units will generally occur within 10 days of each vesting date and may, at the Compensation Committee’s discretion, be settled in cash rather than NexPoint Real Estate Finance common stock.
SEC Form 4
FORM 4UNITED 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*
DONDERO JAMES D

(Last)(First)(Middle)
300 CRESCENT COURT, SUITE 700

(Street)
DALLAS TEXAS 75201

(City)(State)(Zip)

UNITED STATES

(Country)
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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/03/2026M36,830A(1)458,966(2)D
Common Stock04/04/2026M33,284A(1)492,250D
Common Stock5,694,671ISee Footnote(3)
Common Stock3,649,759ISee Footnote(4)
Common Stock327,286ISee Footnote(5)
Common Stock1,800ISee Footnote(6)
Common Stock248,996(2)IBy Trust(7)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)04/02/2026A197,789 (8) (8)Common Stock197,789$0197,789D
Restricted Stock Units(1)04/03/2026M36,830 (9) (9)Common Stock36,830$0110,489D
Restricted Stock Units(1)04/04/2026M33,284 (10) (10)Common Stock33,284$033,283D
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. (the "Issuer").
2. Includes shares acquired under the dividend reinvestment plan of the Issuer.
3. 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.
4. 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.
5. 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.
6. These shares are held by a limited liability company in which the trust referenced in footnote 5 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.
7. These shares are held by a trust. Mr. Dondero disclaims beneficial ownership of such shares.
8. On April 2, 2026, the reporting person was granted 197,789 restricted stock units. The restricted stock units vest one-fourth on April 2, 2027, one-fourth on February 15, 2028, one-fourth on February 15, 2029 and one-fourth on February 15, 2030. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
9. On April 3, 2025, the reporting person was granted 147,319 restricted stock units. The restricted stock units vested one-fourth on April 3, 2026 and will vest one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
10. On April 4, 2023, the reporting person was granted 133,135 restricted stock units. The restricted stock units vested one-fourth on April 4, 2024, one-fourth on April 4, 2025 and one-fourth on April 4, 2026 and will vest one-fourth on April 4, 2027. 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 Dondero04/06/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)