Equity moves at NexPoint (NREF): officer exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

NexPoint Real Estate Finance, Inc. officer Paul Richards reported equity compensation activity involving restricted stock units and related common stock. On February 21, 2026, 4,568 restricted stock units were exercised or converted into 4,568 shares of common stock at a stated price of $0.00 per share. To cover tax obligations, 3,239 common shares were disposed of through a tax-withholding transaction at $14.86 per share. After these transactions, he held 50,160 shares of common stock directly, plus additional indirect holdings of 7,498 shares through a 401(k) plan and 879 shares through an IRA.

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

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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^*

Richards Paul

(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)
	See Remarks

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		4,568	A	(1)	53,399	D
Common Stock	02/21/2026		F		3,239	D	$14.86	50,160	D
Common Stock								7,498	I	By 401(k) plan.
Common Stock								879	I	By IRA.

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			4,568	(2)	(2)	Common Stock	4,568	$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 18,278 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.

Remarks:

Chief Financial Officer, Executive VP-Finance, Assistant Secretary and Treasurer

	/s/ Paul Richards	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 did Paul Richards report in this NexPoint Real Estate Finance (NREF) Form 4?

Paul Richards reported equity compensation activity, including the exercise of 4,568 restricted stock units into common stock and a related tax-withholding disposition of 3,239 common shares. These transactions adjusted both his direct and indirect ownership positions in NREF common stock.

How many NexPoint Real Estate Finance (NREF) RSUs did Paul Richards convert?

Paul Richards exercised or converted 4,568 restricted stock units into an equal number of NexPoint Real Estate Finance common shares. Each restricted stock unit represented a contingent right to receive one share of common stock, with settlement generally occurring within 10 days of vesting.

What was the purpose of the 3,239 NREF shares disposed of by Paul Richards?

The 3,239 NexPoint Real Estate Finance common shares were disposed of to satisfy tax obligations associated with the equity award. This tax-withholding transaction was executed at a price of $14.86 per share, as permitted for payment of tax liability in shares.

What is Paul Richards’ direct ownership in NREF after these Form 4 transactions?

Following the reported transactions, Paul Richards directly owned 50,160 shares of NexPoint Real Estate Finance common stock. This figure reflects the effect of both the RSU conversion into common shares and the tax-withholding disposition of a portion of those shares.

What indirect NexPoint Real Estate Finance (NREF) holdings does Paul Richards report?

Paul Richards reports indirect ownership of NREF common stock through retirement accounts. He holds 7,498 shares via a 401(k) plan and 879 shares via an IRA, in addition to his directly held shares disclosed in the same Form 4 filing.

How were the reported NexPoint Real Estate Finance (NREF) RSUs structured and vested?

The RSUs were part of an 18,278-unit grant on February 21, 2022, vesting in four equal annual installments through February 21, 2026. Settlement generally occurs within 10 days of each vesting date and may, at the Compensation Committee’s discretion, be settled in cash.