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NexPoint Real Estate Finance (NREF) exec logs RSU grant, vesting and tax-share withholding

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

NexPoint Real Estate Finance, Inc. executive Matt McGraner reported equity compensation activity involving restricted stock units and common shares. On April 2, 2026, he was granted 197,789 restricted stock units, each representing a contingent right to one share of common stock. These units vest one-fourth on April 2, 2027, and one-fourth on February 15 of 2028, 2029, and 2030, with settlement generally within 10 days of vesting and potentially in cash at the Compensation Committee’s discretion.

On April 3, 2026, 36,830 restricted stock units granted April 3, 2025 were exercised into 36,830 common shares, and on April 4, 2026, 32,010 restricted stock units granted April 4, 2023 were exercised into 32,010 common shares. To cover tax obligations, the issuer withheld 17,638 shares on April 3 and 18,776 shares on April 4 at $13.36 per share as tax-withholding dispositions, rather than open-market sales.

Following these transactions, McGraner directly owned 318,044 common shares. An additional 1,800 common shares are held indirectly through a limited liability company in which he has an indirect minority interest; he disclaims beneficial ownership of those shares except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider McGraner Matt
Role See Remarks
Type Security Shares Price Value
Exercise Restricted Stock Units 32,010 $0.00 $0.00
Exercise Common Stock 32,010 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 18,776 $13.36 $251K
Exercise Restricted Stock Units 36,830 $0.00 $0.00
Exercise Common Stock 36,830 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 17,638 $13.36 $236K
Grant/Award Restricted Stock Units 197,789 $0.00 $0.00
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 303,460 shares (Direct); Common Stock — 318,044 shares (Direct); Common Stock — 1,800 shares (Indirect, See Footnote)
Footnotes (5)
  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 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 Compensation Committee be settled in cash.
  4. F4. 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.
  5. F5. On April 4, 2023, the reporting person was granted 128,041 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.
New RSU grant 197,789 RSUs Granted April 2, 2026, each for one common share
RSUs exercised April 3, 2026 36,830 shares Conversion of restricted stock units granted April 3, 2025
RSUs exercised April 4, 2026 32,010 shares Conversion of restricted stock units granted April 4, 2023
Tax-withheld shares April 3, 2026 17,638 shares at $13.36 Payment of tax liability by delivering securities
Tax-withheld shares April 4, 2026 18,776 shares at $13.36 Payment of tax liability by delivering securities
Direct common shares after transactions 318,044 shares Direct ownership following April 4, 2026 entries
Indirect common shares via LLC 1,800 shares Held by LLC; McGraner has indirect minority interest
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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
grant, award, or other acquisition financial
"Grant, award, or other acquisition"
pecuniary interest financial
"disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein"
indirect minority interest financial
"held by a limited liability company in which Mr. McGraner owns an indirect minority interest"

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FAQ

What equity transactions did NREF executive Matt McGraner report on this Form 4?

McGraner reported a grant of 197,789 restricted stock units, exercises of 36,830 and 32,010 previously granted units into common shares, and tax-withholding dispositions of 17,638 and 18,776 shares at $13.36 per share. These actions reflect routine equity compensation vesting and related tax settlements.

How many restricted stock units did NREF grant to Matt McGraner and how do they vest?

NexPoint Real Estate Finance granted McGraner 197,789 restricted stock units on April 2, 2026. They vest one-fourth on April 2, 2027, and one-fourth on February 15, 2028, 2029, and 2030. Settlement generally occurs within 10 days of vesting, potentially in cash at the Compensation Committee’s discretion.

How many NREF shares were exercised from restricted stock units and when?

McGraner exercised 36,830 restricted stock units into common stock on April 3, 2026 and 32,010 restricted stock units into common stock on April 4, 2026. These units came from prior grants dated April 3, 2025 and April 4, 2023, reflecting scheduled vesting of earlier equity awards.

What were the tax-withholding dispositions reported by NREF’s Matt McGraner?

To satisfy tax obligations related to the equity vesting, 17,638 common shares were withheld on April 3, 2026 and 18,776 common shares were withheld on April 4, 2026. Both sets of shares were valued at $13.36 per share, and these are not open-market sales.

How many NexPoint Real Estate Finance shares does Matt McGraner own after these transactions?

After the reported transactions, McGraner directly owned 318,044 shares of NexPoint Real Estate Finance common stock. There are also 1,800 shares held indirectly through a limited liability company, for which he disclaims beneficial ownership except for his pecuniary interest in that entity.

How are McGraner’s indirect NREF holdings structured and what does he disclaim?

An entity, a limited liability company, holds 1,800 NexPoint Real Estate Finance shares associated with McGraner. He owns an indirect minority interest in that LLC and disclaims beneficial ownership of those shares, except to the extent of his pecuniary interest, as noted in the filing footnote.
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*
McGraner Matt

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
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)322,448D
Common Stock04/03/2026F17,638D$13.36304,810D
Common Stock04/04/2026M32,010A(1)336,820D
Common Stock04/04/2026F18,776D$13.36318,044D
Common Stock1,800ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)04/02/2026A197,789 (3) (3)Common Stock197,789$0197,789D
Restricted Stock Units(1)04/03/2026M36,830 (4) (4)Common Stock36,830$073,660D
Restricted Stock Units(1)04/04/2026M32,010 (5) (5)Common Stock32,010$032,011D
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 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 Compensation Committee be settled in cash.
4. 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.
5. On April 4, 2023, the reporting person was granted 128,041 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.
Remarks:
Executive VP and Chief Investment Officer
/s/ Paul Richards, as attorney-in-fact for Matt McGraner04/06/2026
** 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)