NexPoint Real Estate Finance (NREF) GC exercises RSUs and uses shares for tax withholding

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Form Type

Rhea-AI Filing Summary

NexPoint Real Estate Finance, Inc. General Counsel and Secretary Dennis Charles Sauter Jr. exercised 2,917 restricted stock units, receiving an equal number of common shares at a price of $0.00 per share. After this exercise, he held 5,833 restricted stock units and 29,328 common shares before tax withholding.

To cover tax obligations, 1,161 common shares were disposed of at $13.15 per share, leaving him with 28,167 common shares held directly. These restricted stock units were part of an 11,667-unit grant that vests in four annual installments from March 13, 2025 through March 13, 2028.

Insider Trade Summary

Net Buyer: 1,756 shares

Net Buy 3 txns

Insider Sauter Dennis Charles Jr

Role General Counsel and Secretary

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,917	$0.00	$0.00
Exercise	Common Stock	2,917	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,161	$13.15	$15K

Holdings After Transaction: Restricted Stock Units — 5,833 shares (Direct); Common Stock — 28,167 shares (Direct)

Footnotes (2)

F1. Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Real Estate Finance, Inc.
F2. On March 13, 2024, the reporting person was granted 11,667 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/17/2026 - 04:48 PM

FAQ

What insider transaction did NREF General Counsel report on this Form 4?

The General Counsel exercised 2,917 restricted stock units into common shares. The shares were acquired at $0.00 per share through a derivative exercise, reflecting routine equity compensation rather than an open-market purchase.

How many NexPoint Real Estate Finance (NREF) shares does the insider hold after the transaction?

After the reported transactions, the insider holds 28,167 common shares directly. This figure reflects the 2,917 shares received from restricted stock unit settlement, reduced by 1,161 shares withheld to satisfy tax obligations related to the vesting event.

Why were some NexPoint Real Estate Finance (NREF) shares disposed of in this Form 4?

1,161 common shares were disposed of to cover tax liabilities. The transaction is coded “F,” indicating payment of exercise price or tax liability by delivering securities, rather than a discretionary open-market sale initiated by the reporting person.

What are the key terms of the restricted stock unit grant for NREF’s insider?

The insider received a grant of 11,667 restricted stock units on March 13, 2024. These units vest in four equal annual installments on March 13 of 2025, 2026, 2027, and 2028, with settlement generally occurring within ten days of each vesting date.

How many restricted stock units does the NREF insider still hold after this vesting event?

Following the transaction, the insider directly holds 5,833 restricted stock units. These remaining units relate to the original 11,667-unit grant and are scheduled to vest in equal portions on future March 13 vesting dates, subject to the grant’s terms.

At what price were NexPoint Real Estate Finance (NREF) shares used for tax withholding valued?

The 1,161 shares used for tax withholding were valued at $13.15 per share. This valuation is reflected in the Form 4, which shows the transaction code “F” indicating shares delivered to satisfy associated tax obligations.

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^*

Sauter Dennis Charles Jr

(Last)

(First)

(Middle)

300 CRESCENT COURT, SUITE 700

(Street)

DALLAS

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel and Secretary

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/13/2026		M		2,917	A	⁽¹⁾	29,328	D
Common Stock	03/13/2026		F		1,161	D	$13.15	28,167	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/13/2026		M			2,917	⁽²⁾	⁽²⁾	Common Stock	2,917	$0	5,833	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. On March 13, 2024, the reporting person was granted 11,667 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 Dennis Charles Sauter Jr	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.

Source: View Original Filing on SEC EDGAR