[Form 4] NexPoint Real Estate Finance, Inc. Insider Trading Activity

Rhea-AI Filing Summary

James Dondero reported both a sale and a purchase of NexPoint Real Estate Finance, Inc. (NREF) common stock on 09/22/2025. The Form 4 shows a sale of 66,000 shares at $14.33 and a purchase of 66,000 shares at $14.33. The filing lists multiple lines of beneficial ownership following the transactions, including 2,797,486 shares reported as indirectly owned and 319,490 shares reported as indirectly owned following the reported purchase.

The explanation footnotes disclose that many holdings are held through affiliated entities and trusts—for example, NexPoint Real Estate Opportunities, LLC and NexPoint Diversified Real Estate Trust structures, Highland-managed funds, and a trust for which Mr. Dondero is a beneficiary. Mr. Dondero disclaims direct beneficial ownership of many of these shares except to the extent of his pecuniary interest.

Insights

Securities Analyst

TL;DR: Insider executed offsetting sale and purchase of 66,000 NREF shares at $14.33; holdings largely indirect through affiliated vehicles.

The filing documents a same-day sale and purchase of equal size (66,000 shares) at the same price ($14.33) on 09/22/2025, which is often a mechanical reallocation among related accounts rather than a directional bet on the issuer. The detailed footnotes show substantial indirect holdings through multiple affiliated entities and funds, with explicit disclaimers of beneficial ownership except to the extent of pecuniary interest. For investors, the key takeaway is the complexity of ownership: reported totals combine direct and indirect holdings across trusts, management entities, and funds, so voting and economic exposure may differ from simple direct ownership counts.

Corporate Governance Expert

TL;DR: Transactions involve affiliated entities and trusts; disclosure includes standard disclaimers of indirect ownership.

The Form 4 provides clear attribution of holdings to affiliated structures (NexPoint entities, Highland-managed funds, and trusts). Footnotes explain chain of ownership and that Mr. Dondero is connected via management, sole membership, or beneficiary status, while explicitly disclaiming beneficial ownership beyond pecuniary interest. From a governance perspective, this filing documents material insider-related positions and appropriate disclosure of indirect relationships, but it does not, by itself, indicate a change in control or new strategic action by the issuer.

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).

1. Name and Address of Reporting Person^*

DONDERO JAMES D

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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	09/22/2025		S		66,000	D	$14.33	2,797,486	I	See Footnote(1)
Common Stock	09/22/2025		P		66,000	A	$14.33	319,490	I	See Footnote(2)
Common Stock								329,105(3)	D
Common Stock								5,694,671	I	See Footnote(4)
Common Stock								1,800	I	See Footnote(5)
Common Stock								224,283(3)	I	By Trust(6)

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

Explanation of Responses:

1. 1,680,000 shares are held by NexPoint Real Estate Opportunities, LLC, which is wholly owned by NexPoint Diversified Real Estate Trust Operating Partnership, L.P., which is wholly owned by NexPoint Diversified Real Estate Trust, 420,000 shares are held by NexPoint Diversified Real Estate Trust, 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.

2. 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.

3. Includes shares acquired under the dividend reinvestment plan.

4. 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.

5. These shares are held by a limited liability company in which the trust referenced in footnote 2 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.

6. These shares are held by a trust. Mr. Dondero disclaims beneficial ownership of such shares.

	/s/ Paul Richards, as attorney-in-fact for James Dondero	09/24/2025
	** 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 transactions did James Dondero report for NREF on 09/22/2025?

The Form 4 reports a sale of 66,000 shares and a purchase of 66,000 shares of NREF common stock, each at a price of $14.33 on 09/22/2025.

How many NREF shares does the filing show as indirectly owned after the transactions?

The filing shows, among other lines, 2,797,486 shares and 319,490 shares reported as indirectly owned following the reported transactions; other indirect holdings are disclosed in the footnotes.

Are the reported NREF holdings direct or indirect for Mr. Dondero?

Many holdings are reported as indirect through affiliated entities, funds, and trusts, and Mr. Dondero includes disclaimers stating he disclaims beneficial ownership except to the extent of his pecuniary interest.

Which affiliated entities hold NREF shares according to the Form 4?

Footnotes identify holdings by NexPoint Real Estate Opportunities, LLC, NexPoint Diversified Real Estate Trust, NexPoint Real Estate Strategies Fund, NexPoint Capital, Inc., Highland Global Allocation Fund, and Highland Opportunities and Income Fund, among others.

Who signed the Form 4 for James Dondero and when?

The Form 4 was signed by Paul Richards, as attorney-in-fact for James Dondero on 09/24/2025.