NexPoint Real Estate Finance (NREF) counsel converts RSUs, withholds shares for tax

Rhea-AI Filing Summary

NexPoint Real Estate Finance General Counsel Dennis Charles Sauter Jr exercised 2,146 restricted stock units into 2,146 shares of common stock at a price of $0.00 per share. To cover tax withholding, 1,011 shares of common stock were disposed of at $14.86 per share, leaving 26,411 shares of common stock held directly.

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

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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^*

Sauter Dennis Charles Jr

(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)

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

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		2,146	A	(1)	27,422	D
Common Stock	02/21/2026		F		1,011	D	$14.86	26,411	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/21/2026		M			2,146	(2)	(2)	Common Stock	2,146	$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. On February 21, 2022, the reporting person was granted 8,585 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 Dennis Charles Sauter Jr	02/24/2026
	** 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 NexPoint Real Estate Finance (NREF) report for Dennis Sauter?

NexPoint Real Estate Finance reported that General Counsel Dennis Charles Sauter Jr exercised 2,146 restricted stock units into common stock and disposed of 1,011 shares to satisfy tax withholding, resulting in direct ownership of 26,411 common shares after the reported transactions.

How many NexPoint Real Estate Finance (NREF) RSUs did Dennis Sauter convert to common stock?

Dennis Charles Sauter Jr converted 2,146 restricted stock units into 2,146 shares of NexPoint Real Estate Finance common stock. Each restricted stock unit represented a contingent right to receive one share, and settlement occurred in connection with the vesting schedule described in the award’s terms.

Why were 1,011 NexPoint Real Estate Finance (NREF) shares disposed of in this Form 4?

The 1,011 NexPoint Real Estate Finance common shares were disposed of to pay tax liabilities related to the restricted stock unit vesting. This tax-withholding disposition used shares valued at $14.86 per share rather than a separate open-market sale transaction.

What is Dennis Sauter’s NexPoint Real Estate Finance (NREF) share ownership after these transactions?

After the reported transactions, Dennis Charles Sauter Jr directly holds 26,411 shares of NexPoint Real Estate Finance common stock. This total reflects both the 2,146 shares received from restricted stock unit conversion and the 1,011 shares withheld and disposed of for tax purposes.

How were Dennis Sauter’s NexPoint Real Estate Finance (NREF) restricted stock units structured?

Dennis Charles Sauter Jr was granted 8,585 restricted stock units on February 21, 2022. These units vested in four equal installments each February 21 from 2023 through 2026, with settlement generally within 10 days and possible cash settlement at the Compensation Committee’s discretion.

What transaction codes were used in Dennis Sauter’s NexPoint Real Estate Finance (NREF) Form 4?

The Form 4 uses code M for the exercise or conversion of 2,146 restricted stock units into common stock and code F for the disposition of 1,011 common shares. Code F indicates shares were delivered to satisfy tax obligations related to the equity award.