NexPoint Real Estate Finance, Inc PRE 14A, filed Apr 8, 2026
NexPoint Real Estate Finance, Inc. (NREF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to § 240.14a-12
NexPoint Real Estate Finance, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
April , 2026
Dear NREF Stockholder:
You are cordially invited to attend the annual meeting of stockholders of NexPoint Real Estate Finance, Inc. The meeting will be held on Tuesday, June 2, 2026, beginning at 10:30 a.m. Central Time. The annual meeting will be held exclusively through a virtual format. You will not be able to attend the annual meeting in person.
If your shares are held by a financial intermediary (such as a broker-dealer), and you want to participate in, but not vote at the annual meeting, please email EQ Fund Solutions, LLC (“EQ”) at attendameeting@equiniti.com, with “NREF Meeting” in the subject line and provide your full name, address and proof of ownership as of March 27, 2026 from your financial intermediary. EQ will then email you the annual meeting registration link. Please be aware if your shares are held through a financial intermediary, and you wish to vote at the annual meeting, you must first obtain a legal proxy from your financial intermediary. You may forward an email from your financial intermediary containing the legal proxy or attach an image of the legal proxy via email to EQ at attendameeting@equiniti.com and put “NREF Legal Proxy” in the subject line. EQ will then email you the registration link along with a proxy voting control number.
If you are a stockholder of record and wish to attend and vote at the annual meeting, please send an email to EQ at attendameeting@equiniti.com with “NREF Meeting” in the subject line and provide your name and address in the body of the email. EQ will then email you the registration link for the annual meeting. If you would like to vote during the annual meeting, you may do so by entering the control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.
Requests to attend the annual meeting must be received by EQ no later than 2:00 p.m. Central Time on June 1, 2026. On the date of the annual meeting, stockholders are encouraged to log on 15 minutes before the meeting start time. Please contact EQ at (877)-283-0325 with any questions regarding accessing the annual meeting.
Information about the meeting, nominees for the election of directors and the other matters to be voted on at the meeting is presented in the following notice of annual meeting and proxy statement. We hope that you will plan to virtually attend the annual meeting.
It is important that your shares be represented. Whether or not you plan to virtually attend the meeting, please vote using the internet or telephone procedures described on your Notice of Internet Availability of Proxy Materials or on your proxy card, or sign, date and promptly mail a proxy card in the provided pre-addressed, postage paid envelope. If you would like to vote during the annual meeting, you may do so by entering the control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.
Sincerely,
James Dondero
President and Chairman
NEXPOINT REAL ESTATE FINANCE, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 2, 2026
The 2026 annual meeting of stockholders of NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), will be held on June 2, 2026, beginning at 10:30 a.m. Central Time. The annual meeting will be held exclusively through a virtual format. You will not be able to attend the annual meeting in person. The meeting will be held for the following purposes:
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to elect seven directors to serve until the 2027 annual meeting of stockholders; |
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2. |
to approve, on an advisory basis, the compensation of our named executive officers; |
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to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers; |
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to approve, in accordance with Section 312.03 of the New York Stock Exchange Listed Company Manual, the issuance of shares of common stock generally and to Related Parties (as defined herein), in each case, upon the redemption of any and all of the shares of 8.00% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company purchased by investors in a registered continuous offering, as more fully described in the proxy materials; |
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to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026; and |
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to transact such other business as may properly come before the meeting or any postponement or adjournment thereof. |
Information concerning the matters to be voted upon at the meeting is set forth in the accompanying proxy statement. We have also made available to you the Company’s 2025 annual report. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy.
Holders of record of the Company’s common stock as of the close of business on March 27, 2026 are entitled to notice of, and to vote at, the meeting. Accordingly, on or about , 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials to all stockholders of record as of March 27, 2026. We will also post our proxy materials on the website referenced on your Notice of Internet Availability of Proxy Materials at https://www.vote.proxyonline.com. All stockholders may choose to access our proxy materials online or may request to receive a printed set or email of our proxy materials at no charge as described on your Notice of Internet Availability of Proxy Materials.
While you will not be able to attend the annual meeting in person, we have structured our virtual annual meeting to provide stockholders the same rights as if the meeting were held in person, including the ability to vote shares electronically during the meeting and ask questions in accordance with the rules of conduct for the meeting. To promote fairness and efficient conduct of the meeting, we will respond to no more than two questions from any single stockholder.
If your shares of the Company are held by a financial intermediary (such as a broker-dealer), and you want to participate in, but not vote at the annual meeting, please email EQ Fund Solutions, LLC (“EQ”) at attendameeting@equiniti.com, with “NREF Meeting” in the subject line and provide your full name, address and proof of ownership as of March 27, 2026 from your financial intermediary. EQ will then email you the annual meeting registration link. Please be aware if your shares are held through a financial intermediary, and you wish to vote at the annual meeting, you must first obtain a legal proxy from your financial intermediary. You may forward an email from your financial intermediary containing the legal proxy or attach an image of the legal proxy via email to EQ at attendameeting@equiniti.com and put “NREF Legal Proxy” in the subject line. EQ will then email you the registration link along with a proxy voting control number.
If you are a stockholder of record of the Company and wish to attend and vote at the annual meeting, please send an email to EQ at attendameeting@equiniti.com with “NREF Meeting” in the subject line and provide your name and address in the body of the email. EQ will then email you the registration link for the annual meeting. If you would like to vote during the annual meeting, you may do so by entering the control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.
Requests to attend the annual meeting must be received by EQ no later than 2:00 p.m. Central Time on June 1, 2026. On the date of the annual meeting, stockholders are encouraged to log on 15 minutes before the meeting start time. Please contact EQ at (877) 283-0325 with any questions regarding accessing the annual meeting.
Your vote is very important. Whether or not you plan to virtually attend the meeting, please vote using the internet or telephone procedures described on your Notice of Internet Availability of Proxy Materials or on your proxy card, or sign, date and promptly mail a proxy card in the provided pre-addressed, postage paid envelope. If you would like to vote during the annual meeting, you may do so by entering the control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.
By Order of the Board of Directors,
D.C. Sauter
General Counsel and Secretary
Dallas, Texas
April , 2026
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 2, 2026.
The Company’s Notice of Annual Meeting, Proxy Statement and 2025 Annual Report to Stockholders are available on the internet at https://www.vote.proxyonline.com. |
NexPoint Real Estate Finance, Inc.
300 Crescent Court, Suite 700
Dallas, Texas 75201
PROXY STATEMENT
This proxy statement provides information in connection with the solicitation of proxies by the board of directors (the “Board”) of NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), for use at the Company’s 2026 annual meeting of stockholders or any postponement or adjournment thereof (the “Annual Meeting”). This proxy statement also provides information you will need in order to consider and act upon the matters specified in the accompanying notice of annual meeting. A Notice of Internet Availability of Proxy Materials is being mailed to stockholders on or about , 2026. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. If you receive a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.
Record holders of the Company’s common stock as of the close of business on March 27, 2026 are entitled to vote at the Annual Meeting. Each record holder of common stock on that date is entitled to one vote at the Annual Meeting for each share of common stock held. As of March 27, 2026, there were 18,686,983 shares of common stock outstanding.
You cannot vote your shares unless you virtually attend the Annual Meeting or you have previously given your proxy. You can vote by proxy in one of three convenient ways:
• by internet: visit the website shown on your Notice of Internet Availability of Proxy Materials and follow the instructions;
• by telephone: dial the toll-free number shown on your Notice of Internet Availability of Proxy Materials and follow the instructions; or
• in writing: if you receive a paper copy of the proxy card by mail, you may sign, date, and return a proxy card in the provided pre-addressed, postage paid envelope.
You may revoke your proxy at any time prior to the vote at the Annual Meeting by:
• delivering a written notice revoking your proxy to the Company’s Secretary at the address above;
• delivering a new proxy bearing a date after the date of the proxy being revoked; or
• virtually attending the Annual Meeting and entering the control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.
Unless revoked as described above, all properly executed proxies will be voted at the Annual Meeting in accordance with your directions on the proxy. If you hold your shares through a broker, bank, trust or other nominee, please refer to the information forwarded by your broker, bank, trust or other nominee for procedures on revoking your proxy. If a properly executed proxy gives no specific instructions, the shares of common stock represented by your proxy will be voted:
• FOR the election of the seven nominees to serve as directors until the 2027 annual meeting of stockholders;
• FOR the approval, on an advisory basis, of the compensation of our named executive officers;
• FOR the frequency of “1 Year” for future advisory votes on the compensation of our named executive officers;
• FOR the approval, in accordance with Section 312.03 of the New York Stock Exchange (“NYSE”) Listed Company Manual (“Section 312.03), the issuance of shares of common stock generally and to Related Parties (as defined herein), in each case, upon the redemption of any and all of the shares of 8.00% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (“Series C Preferred Stock”) purchased by investors in a registered continuous offering, as more fully described herein (the “Preferred Redemptions”);
• FOR the ratification of the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for 2026; and
• at the discretion of the proxy holders with regard to any other matter that is properly presented at the Annual Meeting.
If you own shares of common stock held in “street name” and you do not instruct your broker how to vote your shares using the instructions your broker provides you, your shares will be voted in the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for 2026, but not for any other proposal. To be sure your shares are voted in the manner you desire, you should instruct your broker on how to vote your shares.
Holders of a majority of the outstanding shares of the Company’s common stock must be present, either in person (virtually) or by proxy, to constitute a quorum necessary to conduct the Annual Meeting. Abstentions and broker non-votes are counted for purposes of determining the presence of a quorum.
The following table sets forth the voting requirements, whether broker discretionary voting is allowed and the treatment of abstentions and broker non-votes for each of the matters to be voted on at the Annual Meeting.
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Proposal |
Vote Necessary to Approve Proposal |
Broker Discretionary Voting Allowed? |
Treatment of Abstentions and Broker Non-Votes |
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No. 1 - |
Election of Directors |
Plurality (that is, the largest number) of all the votes cast (1) |
No |
Abstentions and broker non-votes are not considered votes cast and will have no effect |
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No. 2 - |
Advisory Vote to Approve the Compensation of our Named Executive Officers |
Affirmative vote of a majority of the votes cast |
No |
Abstentions and broker non-votes are not considered votes cast and will have no effect |
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No. 3 |
Advisory Vote to Approve the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers |
Affirmative vote of a majority of the votes cast |
No |
Abstentions and broker non-votes are not considered votes cast and will have no effect |
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No. 4 |
Approval of the Issuance of Common Stock upon the Series C Preferred Stock Redemptions in Accordance with Section 312.03 |
Affirmative vote of a majority of the votes cast |
No |
Abstentions and broker non-votes are not considered votes cast and will have no effect |
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No. 5 |
Ratification of the Appointment of KPMG |
Affirmative vote of a majority of the votes cast |
Yes |
Abstentions are not considered votes cast and will have no effect |
(1) Stockholders may vote “FOR” or “WITHHOLD” in the election of directors. Because directors need only be elected by a plurality of the vote, in an uncontested election withhold votes will not affect whether any particular nominee has received sufficient votes to be elected.
Attendance at the Annual Meeting will be limited to stockholders of record and beneficial owners who provide proof of beneficial ownership as of the record date in the manner described in the accompanying notice of annual meeting.
While you will not be able to attend the Annual Meeting in person, we have structured our virtual Annual Meeting to provide stockholders the same rights as if the Annual Meeting were held in person, including the ability to vote shares electronically during the Annual Meeting and ask questions in accordance with the rules of conduct for the meeting. To promote fairness and efficient conduct of the Annual Meeting, we will respond to no more than two questions from any single stockholder.
The Company pays the costs of soliciting proxies. We have engaged EQ Fund Solutions, LLC (our “Proxy Solicitor”) to serve as our proxy solicitor for the Annual Meeting at a base fee of $3,500 plus reimbursement of reasonable expenses. Our Proxy Solicitor will provide advice relating to the content of solicitation materials, solicit banks, brokers, institutional investors, and other stockholders to determine voting instructions, monitor voting, and deliver executed proxies to our voting tabulator. The Company may request banks, brokers, and other custodians, nominees, and fiduciaries to forward copies of these proxy materials to the beneficial holders and to request instructions for the execution of proxies. The Company may reimburse these persons for their related expenses. Proxies are solicited to provide all record holders of the Company’s common stock an opportunity to vote on the matters to be presented at the Annual Meeting, even if they cannot attend the meeting in person.
The Annual Meeting will be held exclusively through a virtual format. Please see the other information herein, including the accompanying notice of annual meeting, about how to access the Annual Meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.
PROPOSAL 1 -
ELECTION OF DIRECTORS
At the Annual Meeting, seven directors will be elected to serve one-year terms expiring at our annual stockholders meeting in 2027 and until their respective successors are duly elected and qualified. This section contains information relating to the seven director nominees. The director nominees were selected by our nominating and corporate governance committee and approved by the Board for submission to the stockholders. The nominees for election are Messrs. Dondero, Mitts, Constantino and Kavanaugh, Dr. Laffer, Dr. Swain and Ms. Wood. All currently serve as directors.
Below is a summary of the experience and skills, age and tenure of our director nominees.
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Mr. Dondero |
Mr. Mitts |
Mr. Constantino |
Mr. Kavanaugh |
Dr. Laffer |
Dr. Swain |
Ms. Wood |
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Executive Leadership |
X |
X |
X |
X |
X |
X |
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Real Estate/REIT Experience |
X |
X |
X |
X |
X |
X |
X |
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Business Operations |
X |
X |
X |
X |
X |
X |
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Strategic Development/Planning |
X |
X |
X |
X |
X |
X |
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Corporate Governance |
X |
X |
X |
X |
X |
X |
X |
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Financial and Accounting |
X |
X |
X |
X |
X |
X |
X |
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Risk Management |
X |
X |
X |
X |
X |
X |
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Capital Markets/Financial Services |
X |
X |
X |
X |
X |
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Technology, including Cybersecurity and Artificial Intelligence Governance |
X |
X |
X |
X |
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Sustainability, including Environmental and Human Capital |
X |
X |
X |
X |
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Mr. Dondero |
Mr. Mitts |
Mr. Constantino |
Mr. Kavanaugh |
Dr. Laffer |
Dr. Swain |
Ms. Wood |
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Independent |
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Independent |
X |
X |
X |
X |
X |
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Age Range |
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59 and under |
X |
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60-64 |
X |
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65-69 |
X |
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70 and older |
X |
X |
X |
X |
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Tenure on Board |
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0-5 years |
X |
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6-10 years |
X |
X |
X |
X |
X |
X |
The composition of our Board reflects our belief that multiple and varied points of view facilitate more balanced, wide-ranging discussion in the boardroom, and contribute to a more effective decision-making process.
The Board unanimously recommends a vote FOR the election of each of the nominees listed below.
Nominees to be elected for terms expiring at the Annual Meeting in 2027
James Dondero, age 63, has served as our President and as Chairman of our Board since February 2020. Mr. Dondero also serves as the President and Chairman of the board of directors of NexPoint Residential Trust, Inc. (“NXRT”), a publicly traded multifamily real estate investment trust (a “REIT”), since May 2015, as President of NexPoint Diversified Real Estate Trust (“NXDT”), a publicly traded diversified REIT, since May 2015 and additionally as Chairman of the board of trustees of NXDT since July 2022, and as Chairman of the board of directors of VineBrook Homes Trust, Inc. (“VineBrook”), a single-family rental (“SFR”) REIT, since August 2022. Mr. Dondero also previously served as President and a member of the board of directors of VineBrook from February 2019 to August 2021. In addition, he has served as a member of the board of directors of NexPoint Homes Trust, Inc. (“NXHT”), a SFR REIT, since June 2022. Mr. Dondero is also: founder and President of NexPoint Advisors, L.P. (our “Sponsor” or “NexPoint”), an investment advisor registered with the Securities and Exchange Commission (the “SEC”); a member of the board of directors of NexBank (“NexBank”), a Texas state chartered bank; and Chairman of NexBank Capital, Inc. (“NexBank Capital”). Mr. Dondero co-founded Highland Capital Management, L.P. (“Highland”) in 1993 with Mark Okada and served as President from 2004 to 2020. Mr. Dondero has over 30 years of experience investing in credit and equity markets and has helped pioneer credit asset classes in structured products such as collateralized loan obligations. Mr. Dondero also served as the Chief Executive Officer of NexPoint Hospitality Trust, Inc. (“NHT”), a publicly traded hospitality REIT that was listed on the TSX Venture Exchange, from December 2019 until its reorganization and merger with a subsidiary of NXDT in April 2025. Mr. Dondero also served as a director of Jernigan Capital, Inc., a self-storage lending REIT, from August 2016 to November 2020. He also serves as President of NexPoint Capital, Inc. (“NexPoint Capital”) and NexPoint Real Estate Strategies Fund (“NRESF”), which may be deemed to be affiliates of NexPoint Real Estate Advisors VII, L.P. (our “Manager”). In addition, Mr. Dondero also served on the board of directors of MGM Studios from 2009 until 2020. NXRT, VineBrook, NXDT, NXHT, our Sponsor, NexBank, NexBank Capital, NexPoint Capital and NRESF all may be affiliates of the Company. On October 16, 2019, Highland filed for Chapter 11 bankruptcy protection with the United States Bankruptcy Court in the District of Delaware. The case was transferred to the Bankruptcy Court for the Northern District of Texas and remains open. On April 13, 2018, the Bankruptcy Court for the Northern District of Texas entered orders for relief placing Acis Capital Management, L.P. and Acis Capital Management GP, LLC in involuntary bankruptcy. Mr. Dondero served as President of Acis Capital Management GP, LLC, which is the general partner of Acis Capital Management, L.P. On January 31, 2019, the court confirmed Acis’s plan of reorganization. Mr. Dondero was selected to serve on our Board because of his prior service as a director and his experience as an executive officer.
Brian Mitts, age 55, has served as a member of our Board since June 2019 and served as our Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer from February 2020 to December 2024. Mr. Mitts also served as our President and Treasurer from June 2019 until February 2020. Mr. Mitts co-founded NexPoint Real Estate Advisors, L.P. (“NREA”), which is the parent of our Manager, as well as NXRT, the Company and other real estate businesses with Mr. McGraner and Mr. Dondero. Prior to co-founding NREA, NXRT and the Company, Mr. Mitts was Chief Operations Officer of Highland Funds Asset Manager, L.P., the external advisor of open-end and closed-end funds where he managed the operations of these funds and helped develop new products. Mr. Mitts was also a co-founder of our Sponsor. He worked for NREA or its affiliates from 2007 to December 2024. Mr. Mitts has also served as a director of NXRT since September 2014 and served as the Chief Financial Officer, Executive Vice President-Finance and Treasurer of NXRT from March 2015 to December 2024. In February 2019, Mr. Mitts was also appointed Secretary of NXRT, which he served as until December 2024. Mr. Mitts also served as the Chief Financial Officer, Executive VP-Finance, Treasurer and Corporate Secretary of NHT from December 2018 until December 2024. In addition, he has served as a director of VineBrook since July 2018, and served as Chief Financial Officer, Treasurer and Assistant Secretary of VineBrook from November 2018 to August 2024, as President from February 2023 to December 2024 and assumed the title of Chief Executive Officer in addition to President in February 2024 to December 2024, and from September 2021 to February 2023, Mr. Mitts served as Interim President of VineBrook. From July 2018 to October 2018, Mr. Mitts served as President and Treasurer of VineBrook. From November 2020 to December 2024, Mr. Mitts served as Chief Financial Officer, Secretary and Treasurer of NexPoint Storage Partners, Inc. (“NSP”), a self-storage REIT, and has served as a member of the board of directors of NSP since March 2023. In addition, Mr. Mitts has served as a member of the board of trustees of NXDT since July 2022 and served as Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary from July 2022 until December 2024. Mr. Mitts has also served as a member of the board of directors of NXHT since June 2022 and served as President and Treasurer of NXHT from February 2022 until December 2024 and additionally as Chief Executive Officer, Chief Financial Officer, and Assistant Secretary from June 2022 until December 2024. NXRT, VineBrook, NXDT, NXHT, and NSP all may be affiliates of the Company. Mr. Mitts was selected to serve on our Board because of his prior service as a director and his experience as an executive officer.
Edward Constantino, age 79, has served as a member of our Board since February 2020. Mr. Constantino has also served as a member of the board of directors of NXRT since March 2015, as a member of the board of directors of VineBrook since February 2019, as a member of the board of trustees of NXDT since March 2020 and as a member of the board of directors of NXHT since June 2022. Mr. Constantino has over 40 years of audit, advisory and tax experience working for two major accounting firms, Arthur Andersen LLP and KPMG. Mr. Constantino retired from KPMG in late 2009, where he was an audit partner in charge of the firm’s real estate and asset management businesses. Mr. Constantino is, and since 2010 has been, a member of the board of directors of Patriot National Bancorp, Inc. Mr. Constantino has also served as a consultant for the law firm Skadden, Arps, Slate, Meagher & Flom LLP. He is a licensed CPA, a member of the American Institute of Certified Public Accountants and a member of the New York State Society of Public Accountants. He is currently a member of the board of trustees and part of the Finance and Investment Committee of St. Francis College in Brooklyn Heights, New York. He is also a board member and audit committee chair of ARC Trust, Inc. and ARC Trust III, Inc. Mr. Constantino was selected to serve on our Board because of his extensive accounting experience, particularly in the real estate field.
Scott Kavanaugh, age 65, has served as a member of the Board since February 2020. Mr. Kavanaugh has also served as a member of the board of directors of NXRT since March 2015, as a member of the board of directors of VineBrook since December 2018, as a member of the board of directors of NXHT since June 2022 and as a member of the board of trustees of NXDT since July 2022. Mr. Kavanaugh has served as Executive Vice President of Provident Funding Associates, L.P., a mortgage lender and servicer, since July 2025. Mr. Kavanaugh served as the CEO of First Foundation Inc. (“FFI”), a financial services company, from December 2009 until November 2024. From June 2007 until December 2009, he served as President and Chief Operating Officer of FFI. Mr. Kavanaugh was the Vice-Chairman of FFI from June 2007 until November 2024. From September 2007 until November 2024, he also served as the Chairman and CEO of FFI’s wholly owned banking subsidiary, First Foundation Bank. Mr. Kavanaugh was a founding stockholder and served as an Executive Vice President and Chief Administrative Officer and a member of the board of directors of Commercial Capital Bancorp, Inc., the parent holding company of Commercial Capital Bank, from 1999 until 2003. From 1998 until 2003, Mr. Kavanaugh served as the Executive Vice President and Chief Operating Officer and a director of Commercial Capital Mortgage. From 1993 to 1998, Mr. Kavanaugh was a partner and head of trading for fixed income and equity securities at Great Pacific Securities, Inc., a west coast-based regional securities firm. Mr. Kavanaugh is, and since 2009 has been, a member of the board of directors of Colorado Federal Savings Bank and its parent holding company, Silver Queen Financial Services, Inc. Mr. Kavanaugh was selected to serve on the Board because of his expertise in investment management and his experience as both an executive officer and a director of multiple companies.
Dr. Arthur Laffer, age 85, has served as a member of the Board since February 2020. Dr. Laffer has also served as a member of the board of directors of NXRT since May 2015, as a member of the board of directors of VineBrook since December 2018, as a member of the board of directors of NXHT since June 2022 and as a member of the board of trustees of NXDT since July 2022. Dr. Laffer is the founder and has served as chairman of Laffer Associates, an economic research and consulting firm, since 1978 and served as the chairman and director of Laffer Investments, a registered investment advisor, from 1999 to 2019. Since 2017, Dr. Laffer has served as Secretary of 1065 Institute Inc, a 501(c)(3) non-profit. A former member of President Reagan’s Economic Policy Advisory Board during the 1980s, Dr. Laffer’s economic acumen and influence have earned him the distinction in many publications as the Father of Supply-Side Economics. He has served on several boards of directors of public and private companies, including staffing company MPS Group, Inc., which was sold to Adecco Group for $1.3 billion in 2009. Dr. Laffer served as a director of VerifyMe, Inc. from 2019 until September 2025. Dr. Laffer served as a director of GEE Group, Inc., a provider of specialized staffing solutions, from 2014 to 2020. Dr. Laffer has also served as a member of the board of directors of Brera Holdings PLC, operating under the name Solmate Infrastructure, a Solana-based crypto infrastructure company, since September 2025. Dr. Laffer was previously a consultant to Secretary of the Treasury William Simon, Secretary of Defense Donald Rumsfeld, and Secretary of the Treasury George Shultz. In the early 1970s, Dr. Laffer was the first to hold the title of Chief Economist at the Office of Management and Budget under Director Shultz. Additionally, Dr. Laffer was formerly the Distinguished University Professor at Pepperdine University and a member of the Pepperdine University board of directors. He also served as Charles B. Thornton Professor of Business Economics at the University of Southern California and as Associate Professor of Business Economics at the University of Chicago. Dr. Laffer was selected to serve on the Board because of his expertise in economics and his experience as a director of multiple companies.
Dr. Carol Swain, age 72, has served as a member of the Board since August 2022. In addition, she has served as a member of the board of directors of NXRT, as a member of the board of directors of VineBrook, as a member of the board of trustees of NXDT and as a member of the board of directors of NXHT since August 2022. Dr. Swain is an author, speaker, political commentator and entrepreneur. She founded REAL Unity Training Solutions LLC in November 2020 and founded Carol Swain Enterprises, LLC in October 2014. Dr. Swain previously was a professor at Vanderbilt University from August 1999 to 2017. Dr. Swain has also served on the Tennessee Advisory Committee to the U.S. Civil Rights Commission, the National Endowment for the Humanities, and the 1776 Commission. Dr. Swain received her Bachelor of Arts from Roanoke College, a master’s degree in political science from Virginia Tech, a Ph.D. in political science from the University of North Carolina at Chapel Hill and a Master of Legal Studies from Yale Law School. Dr. Swain was selected to serve on our Board because of her experience in the fields of political science, law and government.
Catherine Wood, age 70, has served as a member of the Board since July 2020. In addition, she has served as a member of the board of directors of NXRT and as a member of the board of directors of VineBrook since July 2020 and as a member of the board of trustees of NXDT since August 2022 and as a member of the board of directors of NXHT since June 2022. Ms. Wood is currently Chief Executive Officer, Chief Investment Officer and a board member of ARK Investment Management LLC (“ARK”), an SEC-registered investment advisor, which she founded in January 2014. Ms. Wood is also currently Chief Executive Officer, Chief Investment Officer and a board member of ARK ETF Trust. Prior to ARK, Ms. Wood spent 12 years at AllianceBernstein as Chief Investment Officer of Global Thematic Strategies. Ms. Wood joined AllianceBernstein from Tupelo Capital Management, a hedge fund she co-founded. Prior to her tenure at Tupelo Capital Management, Ms. Wood worked for 18 years at Jennison Associates LLC as Chief Economic Officer and several other positions. Ms. Wood started her career in Los Angeles at The Capital Group as an Assistant Economist. Ms. Wood received her Bachelor of Science, summa cum laude, in Finance and Economics from the University of Southern California. Ms. Wood was selected to serve on the Board because of her experience as it relates to disruptive technologies, business models and processes, which provides an important perspective to the Board.
ADVISORY VOTE TO APPROVE THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS
Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are submitting the compensation of our named executive officers, as disclosed in this proxy statement, to our stockholders for an advisory vote.
As described below under the heading “Executive Compensation,” we are externally managed by our Manager through the Management Agreement by and among the Company and our Manager. Our Manager conducts substantially all of our operations and provides asset management services for our real estate investments. Our named executive officers for fiscal year 2025 currently serve as officers of our Manager and we have no employees as of March 27, 2026. Because our Management Agreement provides that our Manager is responsible for managing our affairs, our named executive officers for fiscal year 2025 do not currently receive any cash compensation from us or any of our subsidiaries for serving as our executive officers. Additionally, we do not have any agreements with any of our named executive officers with respect to their cash compensation and do not intend to directly pay any cash compensation to them. However, from time to time we may grant to our named executive officers equity-based awards pursuant to our equity incentive plans, which we believe serve to align the interests of our named executive officers with the interests of our stockholders.
We do not determine the cash compensation payable by the Manager to our named executive officers. The Manager and its affiliates determine the salaries, bonuses and other wages earned by our named executive officers from our Manager and its affiliates. The Manager and its affiliates also determine whether and to what extent our named executive officers will be provided with employee benefit plans.
The vote on this proposal is not intended to address any specific element of compensation. Rather, the vote relates to the overall compensation of our named executive officers, as described under the heading “Executive Compensation” in this proxy statement. We are asking our stockholders to approve the following advisory resolution at our Annual Meeting:
“RESOLVED, that the compensation of the Company’s named executive officers, as disclosed pursuant to the rules of the Securities and Exchange Commission, including the overview of executive compensation, compensation tables and narrative discussion is hereby APPROVED.”
This vote is advisory and is not binding on the Company, our Board or the compensation committee. However, the compensation committee expects to consider the outcome of this advisory vote in evaluating whether any actions are appropriate with respect to our compensation programs for our executive officers.
The Board unanimously recommends a vote FOR the approval of the compensation of our named executive officers.
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES
ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Pursuant to Section 14A of the Exchange Act, we are submitting the frequency of advisory votes on the compensation of our named executive officers to an advisory vote of our stockholders. In voting on this proposal, stockholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation every one year, every two years or every three years. Stockholders also may, if they wish, abstain from voting on this proposal.
Our Board has determined that an advisory vote each year on executive compensation is the most appropriate approach for the Company and its stockholders. In making its recommendation, our Board considered that an annual advisory vote on executive compensation allows our stockholders to provide us with timely and direct input on our compensation policies, programs and practices.
Our Board recommends that you vote for an annual advisory vote on executive compensation. This vote is advisory and is not binding on the Company or our Board. However, our Board intends to evaluate the voting results on this proposal in determining how frequently the Company will submit advisory votes on executive compensation to our stockholders.
The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining). Stockholders are not voting to approve or disapprove the recommendation of the Board.
The Board unanimously recommends that you vote for a frequency of “1 YEAR.”
PROPOSAL 4 -
APPROVAL OF ISSUANCE OF COMMON STOCK UPON THE PREFERRED REDEMPTIONS IN ACCORDANCE WITH SECTION 312.03
Redemption and Related Party Provisions of the Series C Preferred Stock
As previously disclosed, on November 4, 2025 the Company launched a continuous registered offering of up to 8,000,000 shares of Series C Preferred Stock (the “Offering”).
Beginning on the first day of the month following the date of original issuance of the Series C Preferred Stock, the holders of the Series C Preferred Stock will have the right to require the Company to redeem shares of the Series C Preferred Stock at a redemption price equal to the stated value less a redemption fee calculated thereon, plus an amount equal to accrued but unpaid cash dividends thereon, if any, to but not including the date of redemption. For so long as the common stock is listed or admitted to trading on the NYSE, NYSE Texas or another national securities exchange or automated quotation system, the Company has the right, in its sole discretion, to pay the redemption price in cash or in equal value of shares of common stock, based on the closing price per share of the common stock for the single trading day prior to the date of redemption.
Additionally, beginning on the first day of the month following the second anniversary of the date of the original issuance of the Series C Preferred Stock to be redeemed, the Company will have the right (but not the obligation) to redeem all or some portion of outstanding shares of the Series C Preferred Stock at a redemption price equal to 100% of the stated value, plus an amount equal to accrued but unpaid cash dividends thereon, if any, to but not including the date of redemption. If the Company chooses to redeem any shares of the Series C Preferred Stock, for so long as the common stock is listed or admitted to trading on the NYSE, NYSE Texas or another national securities exchange or automated quotation system, the Company has the right, in its sole discretion, to pay the redemption price in cash or in equal value of shares of common stock, based on the closing price per share of the common stock for the single trading day prior to the date of redemption.
Further, subject to certain restrictions, in the event of death or disability, the shares of Series C Preferred Stock held by such person may be redeemed beginning on the first day of the month following the first anniversary of the date of original issuance of such Series C Preferred Stock. Beginning on the first day of the month following the first anniversary of the date of original issuance of the shares of Series C Preferred Stock to be redeemed, the Company will redeem such shares at a redemption price equal to 95% of the stated value, and beginning on the first day of the month following the second anniversary of the date of original issuance of the shares of Series C Preferred Stock to be redeemed, the Company will redeem such shares at a redemption price equal to 100% of the stated value, in each case, plus an amount equal to accrued but unpaid cash dividends thereon, if any, to but not including the date of redemption. For so long as our common stock is listed or admitted to trading on the NYSE, NYSE Texas or another national securities exchange or automated quotation system, the Company has the right, in its sole discretion, to pay the redemption price in cash or in equal value of shares of common stock, based on the closing price per share of the common stock for the single trading day prior to the date of redemption.
As part of a “friends and family” program, the Company may sell shares of Series C Preferred stock to our Manager, who acts as our external manager, and its affiliates, our directors and officers, the families of or persons or entities having prior relationships with any of the foregoing, or persons who are selected by the dealer manager in the Offering in consultation with the Company. As used herein, we consider a family member to be a spouse, parent, stepparent, child, stepchild, sibling, cousin, mother- or father-in-law, son- or daughter-in-law, or brother- or sister-in-law or a trust for the benefit of such persons, and includes adoptive relationships.
Stockholder Approval Required
Our common stock is listed on the NYSE and, as a result is subject to the rules of the NYSE.
Section 312.03(b) requires stockholder approval prior to the issuance of securities convertible into or exercisable for common stock, in any transaction or series of related transactions, (1) to a director, officer or substantial security holder of the Company (each a "Related Party") if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance; or (2) in which a Related Party has a 5% or greater interest (or such person collectively has a 10% or greater interest), directly or indirectly, in the Company or assets to be acquired or in the consideration to be paid in the transaction or series of related transactions and the present or potential issuance of common stock or securities convertible into common stock, could result in an issuance that exceeds either 5% of the number of shares of common stock or 5% of the voting power outstanding before the issuance.
Section 312.03(c) requires stockholder approval prior to any issuance of common stock or securities convertible into or exercisable for common stock, in any transaction or series of related transactions if (1) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such common stock or securities convertible into or exercisable for common stock or (2) if the number of shares of common stock to be issued, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of the securities convertible into or exercisable for common stock.
As of March 27, 2026, we had 18,686,983 shares of common stock outstanding. If the Company issues shares of common stock to holders of Series C Preferred Stock in connection with redemptions of any shares of Series C Preferred Stock, including Related Parties who may purchase at a discount through our “friends and family” program, the aggregate number of shares of common stock issued may exceed the 1% and 5% thresholds set forth in Section 312.03(b) and/or the 20% threshold set forth in Section 312.03(c). As a result, we are required to obtain stockholder approval.
The Board unanimously recommends a vote FOR the approval of the issuance of common stock upon the Series C Preferred Stock redemptions in accordance with Section 312.03
PROPOSAL 5 -
RATIFICATION OF APPOINTMENT OF
KPMG LLP AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026
The audit committee has appointed KPMG as the Company’s independent registered public accounting firm for 2026. The Board is asking stockholders to ratify this appointment. SEC regulations and NYSE listing requirements require the Company’s independent registered public accounting firm to be engaged, retained and supervised by the audit committee. However, the Board considers the selection of an independent registered public accounting firm to be an important matter to stockholders. Accordingly, the Board considers a proposal for stockholders to ratify this appointment to be an opportunity for stockholders to provide input to the audit committee and the Board on a key corporate governance issue.
Representatives of KPMG are expected to virtually attend the Annual Meeting and will have the opportunity to make a statement. They will also be available to respond to appropriate questions.
Selection. KPMG served as the Company’s independent registered public accounting firm for 2025 and has been selected by the audit committee to serve as the Company’s independent registered public accounting firm for 2026.
Audit and Non-Audit Fees. The following table presents fees for audit services rendered by KPMG for the audit of the Company’s annual financial statements for 2025 and 2024, and fees billed for other services rendered by KPMG.
|
DECEMBER 31, 2025 |
DECEMBER 31, 2024 |
|||||||
|
Audit Fees (1) |
$ | 1,287,500 | $ | 1,097,297 | ||||
|
Audit-Related Fees |
- | - | ||||||
|
Tax Fees (2) |
$ | 205,310 | 352,133 | |||||
|
All Other Fees |
- | - | ||||||
|
Total |
$ | 1,492,810 | $ | 1,449,430 | ||||
|
(1) |
Includes fees for audits of our annual financial statements, reviews of the related quarterly financial statements, and services that are normally provided by the independent accountants in connection with statutory and regulatory filings or engagements, including comfort letters and consents issued in connection with SEC filings and reviews of documents filed with the SEC. |
|
(2) |
Includes fees billed for professional services rendered for tax compliance, tax advice, and tax planning. |
Pursuant to the charter of the audit committee, the audit committee is responsible for the oversight of our accounting, reporting and financial practices. The audit committee has the responsibility to select, appoint, engage, oversee, retain, evaluate and terminate our external auditors; pre-approve all audit and non-audit services to be provided, consistent with all applicable laws, to us by our external auditors; and establish the fees and other compensation to be paid to our external auditors.
The audit committee has adopted a policy to pre-approve all audit and permitted non-audit services provided by our principal independent accountants. All audit and non-audit services for 2025 were pre-approved by the audit committee.
The Board unanimously recommends a vote FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
THE BOARD, ITS COMMITTEES AND ITS COMPENSATION
Board of Directors
The Board presently consists of seven members, six of whom are non-management directors and five of whom are considered independent in accordance with NYSE rules. Each director serves a one-year term expiring at each annual meeting of stockholders and lasting until his or her respective successor is duly elected and qualified.
Director Compensation
Directors who are officers of the Company do not receive compensation for their service as directors.
We provide the following compensation for non-management directors:
• each non-management director receives an annual director’s fee payable in cash equal to $20,000 and an annual grant of restricted stock units;
• the chair of our audit committee receives an additional annual fee payable in cash equal to $15,000;
• the chair of our compensation committee receives an additional annual fee payable in cash equal to $7,500;
• the chair of our nominating and corporate governance committee receives an additional annual fee payable in cash equal to $7,500; and
• the lead independent director receives an additional annual fee payable in cash equal to $10,000.
We also reimburse directors for all expenses incurred in attending Board and committee meetings.
Director Compensation Table
The following table provides information regarding the compensation of our non-management directors for the year ended December 31, 2025.
|
NAME |
FEES EARNED OR |
STOCK |
TOTAL |
|||||||||
|
Edward Constantino |
$ | 35,000 | $ | 80,949 | $ | 115,949 | ||||||
|
Scott Kavanaugh |
$ | 37,500 | $ | 80,949 | $ | 118,449 | ||||||
|
Dr. Arthur Laffer |
$ | 27,500 | $ | 80,949 | $ | 108,449 | ||||||
|
Dr. Carol Swain |
$ | 20,000 | $ | 80,949 | $ | 100,949 | ||||||
|
Catherine Wood |
$ | 20,000 | $ | 80,949 | $ | 100,949 | ||||||
|
Brian Mitts |
$ | 20,000 | $ | 80,949 | $ | 100,949 | ||||||
|
(1) |
These restricted stock units were granted on April 3, 2025 and vested on April 3, 2026, the first anniversary of the grant date. The grant date fair value of the award was equal to the closing price of the Company’s common stock on the date of grant as calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 718. Pursuant to the rules of the SEC, the amounts shown in this column exclude the impact of estimated forfeitures related to service-based vesting conditions. See Note 11 to our consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for information regarding the assumptions made in determining these values. As of December 31, 2025, our non-management directors each held 5,518 restricted stock units and Mr. Mitts held an additional 44,213 restricted stock units from restricted stock unit grants received during his service as an executive officer of the Company. |
During the year ended December 31, 2025, Mr. Dondero served as an executive officer of the Company and did not receive any compensation for his service as a director. Accordingly, his compensation is described in the Summary Compensation Table below.
Director Independence
The Board will review at least annually the independence of each director. During these reviews, the Board will consider transactions and relationships between each director (and his or her immediate family and affiliates) and the Company and its management to determine whether any such transactions or relationships are inconsistent with a determination that the director is independent. This review will be based primarily on responses of the directors to questions in a directors’ and officers’ questionnaire regarding employment, business, familial, compensation and other relationships with the Company and our management. Our Board has determined that each of Edward Constantino, Scott Kavanaugh, Dr. Arthur Laffer, Dr. Carol Swain and Catherine Wood is independent in accordance with NYSE rules. As required by NYSE, our independent directors will meet in regularly scheduled executive sessions at which only independent directors are present.
Corporate Governance
We believe that good corporate governance is important to ensure that, as a public company, we will be managed for the long-term benefit of our stockholders. We and our Board have reviewed the corporate governance policies and practices of other public companies, as well as those suggested by various authorities in corporate governance. We have also considered the provisions of the Sarbanes-Oxley Act and SEC and NYSE rules.
Based on this review, we have established and adopted charters for the audit committee, compensation committee and nominating and corporate governance committee, as well as corporate governance guidelines and a code of business conduct and ethics applicable to all of our directors, officers and employees.
Our committee charters, code of business conduct and ethics and corporate governance guidelines are available on our website (nref.nexpoint.com) in the Governance section. Copies of these documents are also available upon written request to our Corporate Secretary at c/o NexPoint Real Estate Finance, Inc., 300 Crescent Court, Suite 700, Dallas, Texas 75201, Attn: Corporate Secretary. We will post information regarding any amendment to, or waiver from, our code of business conduct and ethics on our website in the Governance section.
Furthermore, our insider trading policy, which is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards (i) governs the purchase, sale and/or other disposition of the Company’s securities by directors, officers, employees of the Company and the Company itself and (ii) prohibits our directors and certain employees, including all of our executive officers, from engaging in hedging transactions with respect to our securities, including entering into options, warrants, puts, calls or similar instruments or selling our securities short.
The Board periodically reviews its corporate governance policies and practices. Based on these reviews, the Board may adopt changes to policies and practices that are in the best interest of our stockholders and as appropriate to comply with any new SEC or NYSE rules.
Board Leadership Structure and Board’s Role in Risk Oversight
James Dondero, our President, serves as Chairman of the Board. The Board believes that combining these positions is the most effective leadership structure for the Company at this time. As President, Mr. Dondero is involved in day-to-day operations and is familiar with the opportunities and challenges that the Company faces at any given time. With this insight, he is able to assist the Board in setting strategic priorities, lead the discussion of business and strategic issues and translate Board recommendations into Company operations and policies.
The Board has appointed Scott Kavanaugh as its lead independent director. His key responsibilities in this role include:
• developing agendas for, and presiding over, the executive sessions of the non-management or independent directors;
• reporting the results of the executive sessions to the Chairman;
• providing feedback from executive sessions to the Chairman;
• serving as a liaison between the independent directors and the Chairman (provided that each director will also be afforded direct and complete access to the Chairman at any such time such director deems necessary or appropriate);
• presiding at all meetings of the Board at which the Chairman is not present;
• approving information sent to the Board;
• approving agendas for Board meetings;
• approving Board meeting schedules to ensure that there is sufficient time for discussion of all agenda items;
• calling meetings of the independent directors; and
• if requested by major stockholders, ensuring that he is available for consultation and direct communication.
Risk is inherent with every business and we face a number of risks. Management is responsible for the day-to-day management of risks, while the Board, as a whole and through our audit committee, is responsible for overseeing our business and affairs, including overseeing its risk assessment and risk management functions. The Board has delegated responsibility for reviewing our policies with respect to risk assessment and risk management to our audit committee through its charter. The Board has determined that this oversight responsibility can be most efficiently performed by our audit committee as part of its overall responsibility for providing independent, objective oversight with respect to our accounting and financial reporting functions, internal and external audit functions, systems of internal controls over financial reporting and legal, ethical and regulatory compliance. Our Board has also delegated the oversight of risks related to cybersecurity to our audit committee and risks related to environmental, social and governance matters to our nominating and corporate governance committee. Our audit and nominating and corporate governance committees regularly report to the Board with respect to its oversight of these areas.
Board Meetings
The Board held five meetings during the fiscal year ended December 31, 2025. All directors serving on the Board in 2025 attended at least 75% of the total number of meetings of the Board and the total number of meetings of the committees on which he or she served during the time they served on the Board. Under our corporate governance guidelines, each director is expected to devote the time necessary to appropriately discharge his or her responsibilities and to prepare for and, to the extent possible, attend and participate in all meetings of the Board and Board committees on which he or she serves.
Director Attendance at Annual Meetings of Stockholders
Under our corporate governance guidelines, each director is expected to attend the annual meeting of stockholders. All of the Company’s directors at the time of the 2025 annual meeting of stockholders attended the 2025 annual meeting.
Board Committees
Our Board has an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by the Board.
Audit Committee
Our audit committee consists of Mr. Constantino, Mr. Kavanaugh, Dr. Laffer, Dr. Swain and Ms. Wood, with Mr. Constantino serving as chair of the committee. The Board has determined that each of Mr. Constantino, Mr. Kavanaugh, Dr. Laffer and Dr. Swain qualify as an “audit committee financial expert” as that term is defined by the applicable SEC regulations. The Board has also determined that each of Mr. Constantino, Mr. Kavanaugh, Dr. Laffer, Dr. Swain and Ms. Wood is “financially literate” as required by NYSE rules and is independent as defined by NYSE rules and SEC requirements relating to the independence of audit committee members. Our Board has determined that Mr. Constantino’s, Mr. Kavanaugh’s, Dr. Laffer’s, Dr. Swain’s and Ms. Wood’s simultaneous service on the audit committees of more than three public companies would not impair his or her ability to effectively serve on our audit committee. The audit committee met five times during the fiscal year ended December 31, 2025. Our audit committee charter details the principal functions of the audit committee, including oversight related to:
• our accounting and financial reporting processes;
• the integrity of our consolidated financial statements;
• our systems of disclosure controls and procedures and internal control over financial reporting;
• our compliance with financial, legal and regulatory requirements;
• the performance of our internal audit function;
• our overall risk assessment and management; and
• our processes for assessing, identifying and managing risks from cybersecurity threats as well as any material effects, or reasonably likely material effects, of risks from cybersecurity threats and previous cybersecurity incidents.
The audit committee is also responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The audit committee also prepares the audit committee report required by SEC regulations to be included in our annual proxy statement. A copy of the audit committee charter is available under the Governance section of the Company’s website at nref.nexpoint.com.
Compensation Committee
Our compensation committee consists of Dr. Laffer, Mr. Kavanaugh, Mr. Constantino, Dr. Swain and Ms. Wood, with Dr. Laffer serving as chair of the committee. The Board has determined that each of Dr. Laffer, Mr. Kavanaugh, Mr. Constantino, Dr. Swain and Ms. Wood is independent as defined by NYSE rules and SEC requirements relating to the independence of compensation committee members. The compensation committee met five times during the fiscal year ended December 31, 2025. Our compensation committee charter details the principal functions of the compensation committee, including:
• reviewing our compensation policies and plans;
• implementing and administering a long-term incentive plan;
• evaluating the terms of the management agreement, dated February 6, 2020 and amended as of July 17, 2020 and November 3, 2021 (the “Management Agreement”), by and between the Company and the Manager, and the performance of the Manager thereunder;
• assisting management in complying with our proxy statement and annual report disclosure requirements;
• producing a report on compensation to be included in our annual proxy statement, as required; and
• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
The compensation committee has the sole authority to retain and terminate compensation consultants to assist in the evaluation of our compensation and the sole authority to approve the fees and other retention terms of such compensation consultants. The committee may, in its discretion, delegate specific duties and responsibilities to a subcommittee or an individual committee member, to the extent permitted by applicable law. The committee is also able to retain independent counsel and other independent advisors to assist it in carrying out its responsibilities. A copy of the compensation committee charter is available under the Governance section of the Company’s website at nref.nexpoint.com.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Mr. Kavanaugh, Mr. Constantino, Dr. Laffer, Dr. Swain and Ms. Wood, with Mr. Kavanaugh serving as chair of the committee. The Board has determined that each of Mr. Kavanaugh, Mr. Constantino, Dr. Laffer, Dr. Swain and Ms. Wood is independent as defined by NYSE rules. The nominating and corporate governance committee met five times during the fiscal year ended December 31, 2025. Our nominating and corporate governance committee charter details the principal functions of the nominating and corporate governance committee, including:
• reviewing the characteristics of current Board members and determining if any characteristics are lacking and using these measures in identifying and recommending to the full Board qualified candidates for election as directors;
• developing and recommending to the Board corporate governance guidelines and implementing and monitoring such guidelines;
• reviewing and making recommendations on matters involving the general operation of the Board, including board size and composition, and committee composition and structure;
• recommending to the Board nominees for each committee of the Board;
• annually facilitating the assessment of the Board’s performance, as required by applicable law, regulations and NYSE corporate governance listing standards;
• annually reviewing and making recommendations to the Board regarding revisions to the corporate governance guidelines and the code of business conduct and ethics;
• overseeing succession planning; and
• overseeing the Company’s strategy, initiatives, risks, opportunities and reporting on material environmental, social and governance matters.
The nominating and corporate governance committee has the sole authority to retain and terminate any search firm to assist in the identification of director candidates and the sole authority to set the fees and other retention terms of such search firms. The committee is also able to retain independent counsel and other independent advisors to assist it in carrying out its responsibilities. A copy of the nominating and corporate governance committee charter is available under the Governance section of the Company’s website at nref.nexpoint.com.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our directors and executive officers, who are employees of our Manager. Among other matters, our code of business conduct and ethics is designed to deter wrongdoing and to promote:
• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
• full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;
• compliance with laws, rules and regulations;
• prompt internal reporting of violations of the code to appropriate persons identified in the code; and
• accountability for adherence to the code of business conduct and ethics.
A copy of our code of business conduct and ethics is available under the Governance section of the Company’s website at nref.nexpoint.com. We will post information regarding any amendment to, or waiver from, our code of business conduct and ethics on our website under the Governance section.
Qualifications for Director Nominees
The nominating and corporate governance committee is responsible for reviewing with the Board, at least annually, the appropriate skills and experience required for members of the Board. This assessment includes factors such as judgment, skill, diversity, integrity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board.
In connection with this assessment, the nominating and corporate governance committee will identify individuals believed to be qualified to become Board members and recommend candidates to the Board to fill new or vacant positions. The nominating and corporate governance committee will also review the qualifications of, and make recommendations to the Board regarding, director nominations submitted to the Company by stockholders in accordance with the Company’s bylaws or otherwise using the same assessment process described above. In addition, the nominating and corporate governance committee will evaluate whether an incumbent director should be nominated for re-election to the Board as part of its annual review and selection process. The nominating and corporate governance committee will use the same factors established for new director candidates to make its evaluation and will also take into account the incumbent director’s performance as a Board member.
The nominating and corporate governance committee does not have a formal policy regarding the consideration of diversity for director candidates. The nominating and corporate governance committee does, however, consider diversity as part of its overall selection strategy. The nominating and corporate governance committee considers diversity in its broadest sense, including diversity in professional and life experiences, education, skills, perspectives and leadership. Importantly, the nominating and corporate governance committee focuses on how the experiences and skill sets of each director nominee complement those of fellow directors and director nominees to create a balanced Board with diverse viewpoints and deep expertise. The Company believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Company's goal of creating a board of directors that best serves our needs and those of our stockholders.
Director Candidate Recommendations by Stockholders
The nominating and corporate governance committee will review and evaluate any director nominations submitted by stockholders, including reviewing the qualifications of, and making recommendations to the Board regarding, director nominations submitted by stockholders in the same manner as described under “Qualifications for Director Nominees.” See “Communications with the Board of Directors” below for additional information on how to submit a director nomination to the Board.
Communications with the Board of Directors
Any stockholder or other interested party who wishes to communicate directly with the Board or any of its members may do so by writing to: Board of Directors, c/o NexPoint Real Estate Finance, Inc., 300 Crescent Court, Suite 700, Dallas, Texas 75201, Attn: Corporate Secretary. The mailing envelope should clearly indicate whether the communication is intended for the Board as a group, the non-management directors or a specific director.
Stockholder Nominations
The Company’s bylaws provide that, with respect to an annual meeting of our stockholders, nominations of individuals for election to the Board may be made only (a) pursuant to our notice of the meeting, (b) by or at the direction of the Board or (c) by any stockholder who was a stockholder of record both at the time of giving the notice required by our bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of such nominee and has provided notice to us within the time period, and containing the information, certifications and other materials, specified in the advance notice provisions of our bylaws and who has complied with the other procedural requirements set forth in our bylaws.
With respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting. Nominations of individuals for election to the Board may be made only (a) by or at the direction of the Board or (b) if the meeting has been called for the purpose of electing directors, by any stockholder who was a stockholder of record both at the time of giving the notice required by our bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of such nominee and who has provided notice to us within the time period, and containing the information, certifications and other materials, specified in the advance notice provisions of our bylaws and who has complied with the other procedural requirements set forth in our bylaws. See “Stockholder Proposals for the 2027 Annual Meeting of Stockholders” below for how to submit a timely notice.
EXECUTIVE OFFICERS & SIGNIFICANT EMPLOYEES
The following sets forth information regarding the executive officers of the Company as of April , 2026:
|
Name |
Age |
Position(s) |
|
Executive Officers |
||
|
James Dondero |
63 |
President and Chairman of the Board |
|
Paul Richards |
37 |
Chief Financial Officer, Executive VP-Finance, Assistant Secretary and Treasurer |
|
Matt McGraner |
42 |
Executive VP and Chief Investment Officer |
|
Dennis Charles Sauter, Jr. |
51 |
General Counsel and Secretary |
|
Significant Employees |
||
|
Craig Emert |
30 |
VP of Originations and Investments |
|
Will Mabry |
39 |
Chief Accounting Officer |
Information regarding Mr. Dondero is included above under “Proposal 1-Election of Directors.”
Paul Richards has served as our Chief Financial Officer, Executive VP-Finance, Assistant Secretary and Treasurer since January 2025. Mr. Richards also served as our VP of Originations and Investments from February 2020 to December 2024. Mr. Richards has also served as a director for our Sponsor since 2019 and joined in 2017. Mr. Richards has served as the Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary of NXRT since January 2025. Mr. Richards has also served as Chief Financial Officer, Assistant Secretary and Treasurer of VineBrook since August 2024, as Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary of NXDT since January 2025, as Vice President of Asset Management of NHT since March 2019 and as Chief Financial Officer and Corporate Secretary of NHT in addition to Vice President of Asset Management since January 2025 until its reorganization and merger with a subsidiary of NXDT in April 2025. Mr. Richards also served as Vice President of Asset Management and Financing of VineBrook from 2018 until August 2024. Currently, Mr. Richards leads our financial reporting and accounting teams and is integral in financing and capital allocation decisions. From 2016 to 2017. Mr. Richards served as a Product Strategy Associate at NexPoint Asset Management, L.P. (“NexPoint Asset Management”), formerly known as Highland Capital Management Fund Advisors, L.P., where he was responsible for evaluating and optimizing the registered product lineup. Mr. Richards was hired by a former affiliate of our Sponsor in 2014. NXRT, VineBrook, NXDT, our Sponsor and NexPoint Asset Management may be affiliates of the Company. Previously, Mr. Richards was also employed with Deloitte & Touche LLP’s state and local tax practice where he served as a tax consultant specializing in state strategic tax reviews, voluntary disclosure agreements, state tax exposure research, and overall state tax compliance.
Matt McGraner has served as our Executive VP and Chief Investment Officer since January 2020. Mr. McGraner served as our Secretary from June 2019 to February 2020. Mr. McGraner co-founded NREA as well as NXRT, the Company and other real estate businesses with Mr. Mitts and Mr. Dondero. Mr. McGraner has also served as the Executive VP and Chief Investment Officer of NXRT since March 2015, as Executive VP, Chief Investment Officer and Secretary of VineBrook since February 2019 and as a member of the board of directors and President of NSP since November 2020. From September 2014 to March 2015, Mr. McGraner served as NXRT’s Secretary and from October 2018 to February 2019, Mr. McGraner served as Chief Executive Officer, President and Secretary of VineBrook. In addition, Mr. McGraner has served as Executive VP and Chief Investment Officer of NXDT since July 2022 and served as Secretary of NXDT from July 2022 to December 2024. Mr. McGraner also served as Chief Investment Officer of NHT from December 2019 until its reorganization and merger with a subsidiary of NXDT in April 2025 and has served as a Managing Director at our Sponsor since 2016. In addition, Mr. McGraner has served as Chief Investment Officer and Secretary of NXHT since June 2022. NXRT, VineBrook, NXDT, NXHT, NSP and our Sponsor may be affiliates of the Company. With over 15 years of real estate, private equity and legal experience, his primary responsibilities are to lead the operations of the real estate platform at our Sponsor, as well as source and execute investments, manage risk and develop potential business opportunities, including fundraising, private investments and joint ventures. Mr. McGraner is also a licensed attorney and was formerly an associate at Jones Day from 2011 to 2013, with a practice primarily focused on private equity, real estate and mergers and acquisitions. While at Jones Day, Mr. McGraner led the acquisition and financing of over $200 million of real estate investments and advised on $16.3 billion of M&A and private equity transactions. Since 2013 through April , 2026, Mr. McGraner has led the acquisition and financing of over $20.1 billion of real estate investments.
Dennis Charles “D.C.” Sauter, Jr. has served as our General Counsel since February 2020 and as Secretary since January 2025. Mr. Sauter has also served as General Counsel of NXRT since February 2020 and as Secretary since January 2025, as General Counsel of our Sponsor since April 2021 and as General Counsel of NXDT since July 2022 and as Secretary since January 2025. Previously, Mr. Sauter was a partner in the real estate section of a Dallas-based law firm from January 2014 until joining our Sponsor in February 2020, where he specialized in acquisitions, construction, financing, joint ventures and complex leasing for REITs, private developers, and institutional investors. NXRT, NXDT and our Sponsor may be affiliates of the Company. Mr. Sauter’s primary responsibility is to manage our legal matters, including corporate governance, real estate transactions and capital markets transactions. He received his Bachelor of Arts degree from the University of Texas at Austin and his Juris Doctor from Southern Methodist University Dedman School of Law. He has been a licensed attorney and member of the State Bar of Texas since 2001.
Craig Emert has served as our VP of Originations and Investments since April 2025. Mr. Emert has also served as a Director at our Sponsor since March 2026 and was previously a Senior Analyst from 2022 to 2026. His primary responsibilities include asset management, sourcing and underwriting new investment opportunities and assisting in capital raising efforts. Previously, Mr. Emert served as a Fund Analyst at our Sponsor from 2019 to 2022, where he was responsible for accounting and financial reporting for the Company and other privately held investment vehicles. Our Sponsor may be an affiliate of the Company. Mr. Emert received a Bachelor of Business Administration and a Master of Science in Accounting from Southern Methodist University. He is a licensed Certified Public Accountant in the State of Texas.
Will Mabry has served as Chief Accounting Officer at NexPoint since March 2026. Prior to joining NexPoint in January 2026, he held a similar position at Skyview Group since March 2021, a professional services firm. Before Skyview Group he held multiple Fund Accounting roles, increasing in responsibility, at Highland, an investment advisory firm from August 2012 until March 2021. Prior to joining Highland in August 2012, Mr. Mabry was employed by Ernst & Young LLP in the Assurance practice. Mr. Mabry received an MPA and BBA in Accounting from the University of Texas at Austin. He is a licensed Certified Public Accountant.
Overview of Executive Compensation Program and Philosophy
We are externally managed by our Manager through the Management Agreement. Our Manager conducts substantially all of our operations and provides asset management services for our real estate investments. Because our Management Agreement provides that our Manager is responsible for managing our affairs, our named executive officers, who are employees of our Manager or were employees of our Manager during fiscal year 2025, have not received, nor do we expect they will in the future receive, any cash compensation from us for their services as our named executive officers. Similarly, we do not provide our named executive officers with pension benefits, perquisites or other personal benefits. Instead, we pay our Manager the fees described below under “Certain Relationships and Related Party Transactions-Our Management Agreement.” For the year ended December 31, 2025, we paid approximately $6.8 million in fees to our Manager. Our compensation committee does not make determinations with respect to compensation paid by our Manager or its affiliates.
Additionally, our Management Agreement does not require our named executive officers to dedicate a specific amount of time fulfilling our Manager’s obligations to us under the Management Agreement and does not require a specific percentage or amount of the fees paid to the Manager to be allocated to the compensation of our named executive officers. Our Manager does not compensate our named executive officers specifically for their services performed for us as they also serve as officers of other investment vehicles that are sponsored, managed or advised by affiliates of our Manager. For these reasons, our Manager cannot identify the portion of compensation awarded to our named executive officers for services rendered solely in their capacity as officers of the Company. Accordingly, we are unable to provide complete compensation information for any of our named executive officers as the total compensation of our named executive officers reflects the performance of all the investment vehicles for which these individuals provide or provided services. However, for context our Manager and/or its affiliates paid our named executive officers aggregate base salary and cash incentive bonuses totaling $3.1 million for the year ended December 31, 2025. This represents approximately 45.6% of the $6.8 million in fees paid to our Manager by us for the year ended December 31, 2025. However, if a portion of the aggregate base salary and cash incentive bonuses paid to our named executive officers is allocated to us based on the management fees paid to our Manager by us as a percentage of the total management fees earned by our Manager and its affiliates1, the aggregate base salary and cash incentive bonuses allocated to us for our named executive officers are approximately 5.3% of the fees paid to our Manager by us for the year ended December 31, 2025. The cash compensation paid to our named executive officers is approximately 26.3% fixed pay and 73.7% variable/incentive pay. Total compensation paid to our named executive officers in the aggregate for the year ended December 31, 2025, including fixed and variable/incentive cash compensation, as well as time-based restricted stock units of the Company and other affiliates of our Manager that vested during the year, totaled approximately $6.6 million. This represents base salaries of approximately $0.8 million or 3.2%, cash incentive bonuses of $2.3 million or 8.9% and time-based restricted stock unit compensation of $22.1 million or 87.9%. The compensation paid by our Manager and its affiliates to each of our named executive officers is based upon a robust review process (which includes self-evaluation and peer-review) that takes into consideration the named executive officer’s projected goals for the given year and the named executive officer’s performance relative to those goals. Our Manager and its affiliates measure performance based on a number of metrics/measurements, including as applicable, the growth of assets under management of our Sponsor’s investment vehicles, new investment vehicles launched, deals sourced, deals closed, relative performance of the named executive officer’s underlying investments measured against peers and versus applicable investment benchmarks, as well as the accomplishment of additional firm and team goals. However, our Sponsor measures its success by the success of its investors, and thus the performance of investments managed by the applicable named executive officer is a primary consideration in determining variable/incentive compensation payable to our named executive officers.
We have no arrangements to make cash payments to our named executive officers upon their termination from service as our officers. In addition, we currently do not have any equity ownership requirements or guidelines for our named executive officers. While we do not pay our named executive officers any cash compensation, the compensation committee may grant our named executive officers equity-based awards intended to align their interests with the interests of our stockholders. In establishing award levels, the compensation committee currently does not plan to engage in any benchmarking of award levels/opportunities, believing that there is insufficient information regarding incentive awards in the case of externally-managed REITs.
1 Management fees are exclusive of one-time fees earned such as acquisition or other fees earned by affiliates of our Manager.
Executive Compensation in 2025
As described above, our named executive officers are employed by our Manager. We do not have agreements with any of our executive officers regarding their cash compensation, nor do we or our compensation committee make any decisions regarding their cash compensation, employee benefits, or other types of compensation paid to our executive officers by our Manager or its affiliates. Our compensation committee only reviews and approves the equity-based awards to be paid or made by us to our named executive officers based on recommendations from our President. During 2025, we did not provide any of our named executive officers with any cash compensation, pension benefits or nonqualified deferred compensation plans. We have reported the management fee that we pay to our Manager under “-Overview of Executive Compensation Program” above.
Summary Compensation Table
The following table sets forth the compensation paid to or accrued by those named executive officers during the fiscal years presented.
|
NAME AND PRINCIPAL POSITION |
YEAR |
STOCK |
TOTAL |
||||||
|
James Dondero |
2025 |
$ | 2,161,170 | $ | 2,161,170 | ||||
|
President |
2024 |
$ | 2,253,975 | $ | 2,253,975 | ||||
|
Matt McGraner |
2025 |
$ | 2,161,170 | $ | 2,161,170 | ||||
|
Chief Investment Officer and Executive VP |
2024 |
$ | 2,253,975 | $ | 2,253,975 | ||||
|
Paul Richards |
2025 |
$ | 885,261 | $ | 885,261 | ||||
|
Chief Financial Officer, Executive VP- Finance, Assistant Secretary and Treasurer |
2024 |
$ | -- | $ | -- | ||||
|
(1) |
The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of restricted stock units, calculated in accordance with ASC Topic 718. Pursuant to SEC rules, the amounts shown in this column exclude the impact of estimated forfeitures related to service-based vesting conditions. See Note 11 to our consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for information regarding the assumptions made in determining these values. |
Outstanding Equity Awards at Fiscal Year-End
The following table contains information regarding outstanding equity awards granted pursuant to equity incentive plans held by our named executive officers as of December 31, 2025.
| STOCK AWARDS | ||||||||
|
NUMBER OF UNITS OF THAT |
MARKET UNITS OF STOCK THAT ($)(1) |
|||||||
|
James Dondero |
346,506 |
(2) |
$ | 4,878,804 | ||||
|
Matt McGraner |
343,960 |
(3) |
$ | 4,842,957 | ||||
|
Paul Richards |
108,701 |
(4) |
$ | 1,530,510 | ||||
(1) Market value is based on the closing price of our common stock as of December 31, 2025 ($14.08), the last trading day of the year.
|
(2) |
Consists of restricted stock units granted on February 21, 2022, April 4, 2023, March 13, 2024 and April 3, 2025. With respect to the restricted stock units granted on February 21, 2022, as of December 31, 2025, there were 17,308 restricted stock units not vested, which vested on February 21, 2026. With respect to the restricted stock units granted on April 4, 2023, as of December 31, 2025, there were 66,567 restricted stock units not vested, which vested one-half on April 4, 2026 and will vest one-half on April 4, 2027. With respect to the restricted stock units granted on March 13, 2024, as of December 31, 2025, there were 115,312 restricted stock units not vested, which vested one-third on March 13, 2026 and will vest one-third on March 13, 2027 and one-third on March 13, 2028. With respect to the restricted stock units granted on April 3, 2025, as of December 31, 2025, there were 147,319 restricted stock units not vested, which 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. |
|
(3) |
Consists of restricted stock units granted on February 21, 2022, April 4, 2023, March 13, 2024 and April 3, 2025. With respect to the restricted stock units granted on February 21, 2022, as of December 31, 2025, there were 17,308 restricted stock units not vested, which vested on February 21, 2026. With respect to the restricted stock units granted on April 4, 2023, as of December 31, 2025, there were 64,021 restricted stock units not vested, which vested one-half on April 4, 2026 and will vest one-half on April 4, 2027. With respect to the restricted stock units granted on March 13, 2024, as of December 31, 2025, there were 115,312 restricted stock units not vested, which vested one-third on March 13, 2026 and will vest one-third on March 13, 2027 and one-third on March 13, 2028. With respect to the restricted stock units granted on April 3, 2025, as of December 31, 2025, there were 147,319 restricted stock units not vested, which 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. |
|
(4) |
Consists of restricted stock units granted on February 21, 2022, April 4, 2023, March 13, 2024 and April 3, 2025. With respect to the restricted stock units granted on February 21, 2022, as of December 31, 2025, there were 4,568 restricted stock units not vested, which vested on February 21, 2026. With respect to the restricted stock units granted on April 4, 2023, as of December 31, 2025, there were 13,788 restricted stock units not vested, which vested one-half on April 4, 2026 and will vest one-half on April 4, 2027. With respect to the restricted stock units granted on March 13, 2024, as of December 31, 2025, there were 30,000 restricted stock units not vested, which vested one-third on March 13, 2026 and will vest one-third on March 13, 2027 and one-third on March 13, 2028. With respect to the restricted stock units granted on April 3, 2025, as of December 31, 2025, there were 60,345 restricted stock units not vested, which 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. |
Pension Benefits
We do not provide any of our officers with pension benefits.
Nonqualified Deferred Compensation
We do not provide any of our officers with any nonqualified deferred compensation plans.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
We do not grant stock options as part of our equity compensation programs.
The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards and has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee typically grants equity awards once a year at least two business days after filing the Company’s Annual Report on Form 10-K and during a period when the Company does not possess material nonpublic information. The Compensation Committee may also grant equity awards in connection with promotions or other significant events.
During the year ended December 31, 2025, none of our named executive officers were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a periodic or current report with the SEC that disclosed material nonpublic information and ending one business day after the filing or furnishing of such reports.
Potential Payments Upon Termination of Employment or Change in Control
In the event any officer’s employment is terminated due to such officer’s death or disability, all outstanding restricted stock units granted that have not previously vested or been forfeited, will vest. For awards granted prior to 2025, if any officer’s employment is terminated due to such officer’s retirement, all outstanding restricted stock units granted that have not previously vested or been forfeited will vest. For awards granted prior to 2024, if any officer’s employment is terminated without cause or by the officer for good reason, all outstanding restricted stock units granted that have not previously vested or been forfeited, will vest. For awards granted in or after 2024, if any officer’s employment is terminated without cause, subject to the officer’s execution of a general release of claims within a specified time period and subject to non-revocation, the outstanding restricted stock units which would have become vested and nonforfeitable during the 12-month period immediately following the date of such termination had the officer remained continuously employed, will vest. If a change in control occurs and the award is not assumed or converted into a replacement award in a manner described in the award agreement, all outstanding awards held by our officers that have not previously vested or been forfeited, will vest. If a change of control occurs and the award is converted into a replacement award as described in the applicable award agreement and any officer’s employment is terminated without cause or for good reason within two years following a change in control (or, with respect to awards granted in 2025, if such replacement award is exempt from Section 409A of the Code, at any point following a change in control), all outstanding awards held by our officers that have not previously vested or been forfeited, will vest.
The following table shows the estimated amounts that our named executive officers would have become entitled to under the terms of outstanding equity awards as of December 31, 2025 had any of the events described above occurred on December 31, 2025:
|
ESTIMATED VALUE UPON TERMINATION DUE TO DEATH, DISABILITY, CHANGE IN CONTROL OR TERMINATION WITHOUT CAUSE OR FOR GOOD REASON DURING TWO YEARS AFTER CHANGE IN CONTROL ($)(1) |
ESTIMATED VALUE UPON TERMINATION DUE TO RETIREMENT ($)(1) |
ESTIMATED VALUE UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON MORE THAN TWO YEARS AFTER CHANGE IN CONTROL FOR AWARDS EXEMPT FROM SECTION 409A ($)(1) |
ESTIMATED VALUE UPON TERMINATION WITHOUT CAUSE |
ESTIMATED VALUE UPON TERMINATION FOR GOOD REASON ($)(1) |
||||||||||||||||
|
James Dondero |
$ | 4,878,804 | $ | 2,804,553 | $ | 2,074,252 | $ | 2,240,730 | $ | 1,180,960 | ||||||||||
|
Matt McGraner |
$ | 4,842,957 | $ | 2,768,705 | $ | 2,074,252 | $ | 2,204,882 | $ | 1,145,112 | ||||||||||
|
Paul Richards |
$ | 1,530,510 | $ | 680,852 | $ | 849,658 | $ | 611,667 | $ | 258,452 | ||||||||||
|
(1) |
Estimated value is determined by multiplying (x) the number of restricted stock units that would have been subject to accelerated vesting if the applicable triggering event occurred on December 31, 2025, by (y) the closing price of our common stock as of December 31, 2025 ($14.08). |
In general, except as may be otherwise prescribed by the compensation committee in any award agreement, the Amended and Restated NexPoint Real Estate Finance, Inc. 2020 Long Term Incentive Plan (the “LTIP”) provides that a change of control will be deemed to have occurred if: (a) individuals who constitute the Board on the effective date of the LTIP cease for any reason to constitute at least a majority of the Board, unless their replacements are approved as described in the LTIP (subject to certain exceptions described in the LTIP); (b) a person or group becomes the beneficial owner of 35% or more of the then-outstanding shares of our common stock or the combined voting power of our then-outstanding securities entitled to vote generally in the election of directors, subject to certain exceptions; (c) the Company closes a reorganization, merger, consolidation, significant sale or purchase of assets or other similar transaction resulting in a substantial change in its ownership or leadership, in each case which causes the persons or groups who are the beneficial owners of 35% or more of the then-outstanding shares of our common stock or the combined voting power of our then-outstanding securities entitled to vote generally in the election of directors to cease to be such beneficial owners of the entity resulting from such transaction, in substantially the same proportions of ownership as immediately prior to such transaction, as further described in the LTIP; (d) the Company’s stockholders approve its complete liquidation or dissolution; or (e) the Manager is terminated.
Cause is defined in the applicable award agreement and generally includes, among other things, a material breach by the participant of any agreement between the participant and the Company, the participant’s conviction of or plea of guilty or no contest to a felony or gross negligence or gross misconduct by the participant. Good reason is defined in the applicable award agreements and generally includes, among other things, a material diminution of duties or responsibilities, a material reduction in aggregate base salary and bonus opportunity or reassignment to another office location more than 50 miles from the current location.
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed fiscal years. In determining the “compensation actually paid” to our named executive officers (“NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation and any applicable adjustments are reported as averages. The compensation committee does not use compensation actually paid as a basis for making compensation decisions. Further, the Company does not use financial performance measures to link compensation actually paid to the NEOs to Company performance.
|
Year |
Summary |
Compensation |
Average |
Average |
Value of Initial Fixed $100 Investment Based on Total |
Net Income (in Thousands) |
||||||||||||||||||
|
2025 |
$ | 2,161,170 | $ | 1,716,572 | $ | 1,523,215 | $ | 1,243,733 | $ | 137 | $ | 123,143 | ||||||||||||
|
2024 |
$ | 2,253,975 | $ | 2,219,167 | $ | 1,371,319 | $ | 1,340,786 | $ | 134 | $ | 35,962 | ||||||||||||
(1) Mr. Dondero was our PEO for both reporting years. The following are the adjustments made during each year to arrive at the compensation actually paid to our PEO during each year.
|
Adjustments |
2025 |
2024 |
||||||
|
Amounts reported under “Stock Awards” in Summary Compensation Table |
$ | (2,161,170 | ) | $ | (2,253,975 | ) | ||
|
Fair Value of Awards Granted in Year that Remain Unvested as of Year-End |
$ | 2,074,252 | $ | 2,412,338 | ||||
|
Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End |
$ | (320,691 | ) | $ | (9,018 | ) | ||
|
Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year |
$ | (36,988 | ) | $ | (184,154 | ) | ||
|
Total Adjustments |
$ | (444,598 | ) | $ | (34,808 | ) | ||
(2) The Non-PEO NEOs for the 2025 calendar year are: Paul Richards and Matt McGraner. The Non-PEO NEOs for the 2024 calendar year are: Brian Mitts, former Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer and Matt McGraner. The following are the adjustments made during each year to arrive at the average compensation actually paid to our Non-PEO NEOs during each year.
|
Adjustments |
2025 |
2024 |
||||||
|
Amounts reported under “Stock Awards” in Summary Compensation Table |
$ | (1,523,215 | ) | $ | (1,371,319 | ) | ||
|
Fair Value of Awards Granted in Year that Remain Unvested as of Year-End |
$ | 1,461,955 | $ | 1,467,666 | ||||
|
Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End |
$ | (197,223 | ) | $ | (5,497 | ) | ||
|
Fair Value of Awards that are Granted and Vest in the Same Year as of the Vesting Date |
- | - | ||||||
|
Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year |
$ | (20,999 | ) | $ | (121,383 | ) | ||
|
Total Adjustments |
$ | (279,482 | ) | $ | (30,533 | ) | ||
Relationship between Compensation Paid and Performance Measures
The following charts set forth the relationship between the Compensation Actually Paid to the PEO and the Average Compensation Actually Paid to the NEOs other than the PEO in fiscal years 2024 and 2025 (collectively, “NEO Compensation Actually Paid”) to each of (1) net income (loss) and (2) total shareholder return (“TSR”).
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides certain information as of the end of our most recently completed fiscal year with respect to compensation plans (including any individual compensation arrangements, of which there are none) under which our equity securities are authorized for issuance, aggregated as follows:
|
Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted- average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities issuable upon exercise of outstanding options, warrants and rights) |
|||
|
Equity compensation plans approved by securityholders |
||||||
|
LTIP |
1,070,950 shares of the Company’s common stock (1) |
N/A |
1,494,271 shares of the Company’s common stock |
|||
|
Equity compensation plans not approved by security holders |
||||||
|
None |
- |
N/A |
- |
|||
|
Total |
1,070,950 shares of the Company’s common stock |
N/A |
1,494,271 shares of the Company’s common stock |
|
(1) |
Represents restricted stock units issued under our LTIP. |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following is a summary of transactions that occurred on or were in effect after January 1, 2024 to which we have been a party in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years and in which any of our executive officers, directors or beneficial holders of more than 5% of our capital stock had or will have a direct or indirect material interest.
Our Management Agreement
We are externally managed by our Manager pursuant to our Management Agreement. Our Manager was organized on June 7, 2019 and is an affiliate of our Sponsor. Below is a summary of the terms of our Management Agreement.
Duties of Our Manager
Pursuant to the Management Agreement, subject to the overall supervision of our Board, our Manager manages our day-to-day operations, and provides investment management services to us. Under the terms of this agreement, our Manager will, among other things:
• identify, evaluate and negotiate the structure of our investments (including performing due diligence);
• find, present and recommend investment opportunities consistent with our investment policies and objectives;
• structure the terms and conditions of our investments;
• review and analyze financial information for each investment in our overall portfolio;
• close, monitor and administer our investments; and
• identify debt and equity capital needs and procure the necessary capital.
Management Fee
As consideration for the Manager’s services, we pay our Manager an annual management fee of 1.5% of Equity (as defined below), paid monthly, in cash or shares of our common stock at the election of our Manager (the “Annual Fee”).
Under the Management Agreement, as amended, “Equity” means (a) the sum of (1) total stockholders’ equity immediately prior to the closing of our initial public offering (the “IPO”), plus (2) the net proceeds received by us from all issuances of our equity securities in and after the IPO, plus (3) our cumulative Earnings Available for Distribution (“EAD”) from and after the IPO to the end of the most recently completed calendar quarter, (b) less (1) any distributions to holders of our common stock from and after the IPO to the end of the most recently completed calendar quarter and (2) all amounts that we have paid to repurchase for cash the shares of our equity securities from and after the IPO to the end of the most recently completed calendar quarter. In our calculation of Equity, we will adjust our calculation of EAD to remove the compensation expense relating to awards granted under one or more of our long-term incentive plans that is added back in our calculation of EAD. Additionally, for the avoidance of doubt, Equity does not include the assets contributed to us in our formation transaction completed prior to the closing of the IPO.
“EAD” means the net income (loss) attributable to our common stockholders computed in accordance with generally accepted accounting principles in the United States (“GAAP”), including realized gains and losses not otherwise included in net income (loss), excluding any unrealized gains or losses or other similar non-cash items that are included in net income (loss) for the applicable reporting period, regardless of whether such items are included in other comprehensive income (loss), or in net income (loss) and adding back amortization of stock-based compensation. Net income (loss) attributable to common stockholders may also be adjusted for the effects of certain GAAP adjustments and transactions that may not be indicative of our current operations, in each case after discussions between the Manager and the independent directors of our Board and approved by a majority of the independent directors of our Board.
Incentive compensation may be payable to our executive officers and certain other employees of our Manager or its affiliates pursuant to a long-term incentive plan adopted by us and approved by our stockholders. As discussed above, compensation expense is not considered when determining EAD, in that we add back compensation expense to net income in the calculation of EAD. However, compensation expense is considered when determining Equity, in that we will adjust our calculation of EAD to remove the compensation expense that is added back in our calculation of EAD.
For the fiscal year ended December 31, 2025, the Company incurred an Annual Fee of $6.8 million, paid entirely in cash. For the fiscal year ended December 31, 2024, the Company incurred an Annual Fee of $3.9 million, paid entirely in cash.
Reimbursement of Expenses
We are required to pay directly or reimburse our Manager for all of the documented “operating expenses” (all out-of-pocket expenses of our Manager in performing services for us, including but not limited to the expenses incurred by our Manager in connection with any provision by our Manager of legal, accounting, financial and due diligence services performed by our Manager that outside professionals or outside consultants would otherwise perform, compensation expenses under any long-term incentive plan adopted by us and approved by our stockholders and our pro rata share of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of our Manager required for our operations) and “Offering Expenses” (any and all expenses (other than underwriters’ discounts) paid or to be paid by us in connection with an offering of our securities, including, without limitation, our legal, accounting, printing, mailing and filing fees and other documented offering expenses) paid or incurred by our Manager or its affiliates in connection with the services it provides to us pursuant to the Management Agreement. However, our Manager is responsible, and we will not reimburse our Manager or its affiliates, for the salaries or benefits to be paid to personnel of our Manager or its affiliates who serve as our officers, except that 50% of the salary of our VP of Finance is allocated to us and we may grant equity awards to our officers under a long-term incentive plan adopted by us and approved by our stockholders. Direct payment of operating expenses by us, which includes compensation expense relating to equity awards granted under our long-term incentive plan, together with reimbursement of operating expenses to our Manager, plus the Annual Fee, may not exceed 2.5% of equity book value for any calendar year or portion thereof, provided, however, that this limitation will not apply to Offering Expenses, legal, accounting, financial, due diligence and other service fees incurred in connection with extraordinary litigation and mergers and acquisitions and other events outside the ordinary course of our business or any out-of-pocket acquisition or due diligence expenses incurred in connection with the acquisition or disposition of certain real estate-related investments. To the extent total corporate general and administrative (“G&A”) expenses would otherwise exceed 2.5% of equity book value, our Manager will waive all or a portion of the Annual Fee to keep our total corporate G&A expenses at or below 2.5% of equity book value. For the fiscal years ended December 31, 2025 and December 31, 2024, the Company did not reimburse the Manager for any expenses.
Expense Cap
Pursuant to the terms of the Management Agreement, direct payment of operating expenses by the Company, which includes compensation expense relating to equity awards granted under the LTIP, together with reimbursement of operating expenses to the Manager, plus the Annual Fee, may not exceed 2.5% of equity book value (the “Expense Cap”) for any calendar year or portion thereof, provided, however, that this limitation will not apply to Offering Expenses, legal, accounting, financial, due diligence and other service fees incurred in connection with extraordinary litigation and mergers and acquisitions and other events outside the ordinary course of business or any out-of-pocket acquisition or due diligence expenses incurred in connection with the acquisition or disposition of certain real estate-related investments. For the fiscal years ended December 31, 2025 and December 31, 2024, operating expenses did not exceed the Expense Cap.
Term of the Management Agreement
The Management Agreement has an initial three-year term that expired on February 6, 2023 and successive one-year terms thereafter unless earlier terminated. We have the right to terminate the Management Agreement on 30 days’ written notice upon the occurrence of a cause event, which includes any one of the following: (i) the Manager or any of its agents or assignees is convicted of a felony or material violation of securities laws that has a material adverse effect on our business or the ability of the Manager to perform it duties under the terms of the Management Agreement; (ii) an order for relief in an involuntary bankruptcy case relating to the Manager or the Manager authorizing or filing a voluntary bankruptcy petition; (iii) the dissolution of the Manager; (iv) the Manager’s fraud, misappropriation of funds or embezzlement against us; (v) the Manager’s bad faith, willful misconduct, gross negligence or reckless disregard in the performance of its duties under the Management Agreement or (vi) the Manager’s material breach of any material provision of the Management Agreement that continues for a period of 30 days after written notice thereof, unless the Manager has taken certain actions to cure such material breach within 30 days of the written notice. The Management Agreement can be terminated by us or our Manager without cause upon the expiration of the then-current term with at least 180 days’ written notice to the other party prior to the expiration of such term. Our Manager may also terminate the agreement with 30 days’ written notice if we have materially breached the agreement and such breach has continued for 30 days before we are given such notice. In addition, the Management Agreement will automatically terminate in the event of an Advisers Act Assignment (as defined in the Management Agreement) unless we provide written consent. A termination fee will be payable to our Manager by us upon termination of the Management Agreement for any reason, including non-renewal, other than a termination by us upon the occurrence of a cause event or due to an Advisers Act Assignment. The termination fee will be equal to three times the average Annual Fee earned by our Manager during the two-year period immediately preceding the most recently completed calendar quarter prior to the effective termination date.
Modification
The Management Agreement may only be amended, supplemented, modified, terminated, or discharged in writing signed by the Company and our Manager, or their respective successors or assignees.
Limitation on Receiving Shares
The ability of our Manager to receive shares of our common stock as payment for all or a portion of the Annual Fee due under the terms of our Management Agreement will be subject to the following limitations: (a) the ownership of shares of common stock by our Manager may not violate the ownership limitations set forth in our charter or otherwise raise a material risk to the status of the Company as a REIT, after giving effect to any exception from such ownership limitations that our Board may grant to our Manager or its affiliates; and (b) compliance with all applicable restrictions under the U.S. federal securities laws and NYSE rules. In addition, notice of the election must be made to our Board at the time the Manager delivers to the Board the computation of the Annual Fee for such month.
Liability and Indemnification of Manager
Under the terms of the Management Agreement, our Manager will indemnify and hold harmless us, our subsidiaries and NexPoint Real Estate Finance Operating Partnership, L.P. (the “OP”) from all claims, liabilities, damages, losses, costs and expenses, including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and expenses of investigating or defending against any claim or alleged claim, of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by reason of our Manager’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that our Manager will not be held responsible for any action of our Board in following or declining to follow any written advice or written recommendation given by our Manager. However, the aggregate maximum amount that our Manager may be liable to us pursuant to the Management Agreement will, to the extent not prohibited by law, never exceed the amount of the Annual Fees received by our Manager under the Management Agreement prior to the date that the acts or omissions giving rise to a claim for indemnification or liability have occurred. In addition, our Manager will not be liable for special, exemplary, punitive, indirect, or consequential loss, or damage of any kind whatsoever, including without limitation lost profits. The limitations described in the preceding two sentences will not apply, however, to the extent such damages are determined in a final binding non-appealable court or arbitration proceeding to result from the bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of our Manager’s duties.
Other Activities of Manager and its Affiliates
Our Manager and its affiliates expect to engage in other business ventures, and as a result, their resources will not be dedicated exclusively to our business. However, pursuant to the Management Agreement, our Manager is required to devote sufficient resources to our administration to discharge its obligations under the Management Agreement.
Registration Rights Agreement
In connection with the IPO, we entered into a registration rights agreement with our Manager with respect to (1) all current and future shares of our common stock owned by our Manager and affiliates of our Manager, including our Sponsor and its affiliates and (2) shares of our common stock at any time beneficially owned by our Manager which are issuable or issued as compensation for our Manager’s services under the Management Agreement and any additional shares of our common stock issued as a dividend, distribution or exchange for, or in respect of such shares. Pursuant to the registration rights agreement, if we propose to file a registration statement (or a prospectus supplement pursuant to a then-existing shelf registration statement) under the Securities Act of 1933, as amended (the “Securities Act”) with respect to a proposed underwritten equity offering by us for our own account or for the account of any of our respective securityholders of any class of security other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) filed in connection with an exchange offer or offering of securities solely to our existing securityholders, then we will give written notice of such proposed filing to the holders of registrable securities and such notice will offer such holders the opportunity to register such number of shares of registrable securities as each such holder may request. We will use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the registrable securities requested to be included in such a registration to be included on the same terms and conditions as any similar securities included therein.
In addition, holders of registrable securities may make a written request for registration under the Securities Act of all or part of their registrable securities, or a demand registration. However, we will not be obligated to effect more than one such registration in any 12-month period and not more than two such registrations during the term of the Management Agreement. If the Management Agreement is extended, the holders will be entitled to one additional demand registration per year that the Management Agreement is extended. Holders making such written request must propose the sale of at least 100,000 shares of registrable securities (as adjusted for stock splits or recapitalizations) or such lesser number of registrable securities if such lesser number is all of the registrable securities owned by the holders. Any such request must specify the number of shares of registrable securities proposed to be sold and will also specify the intended method of disposition. Within 10 days after receipt of such request, we will give written notice of such registration request to all other holders of registrable securities and include in such registration all such registrable securities with respect to which we have received written requests for inclusion therein within 10 business days after the receipt by the applicable holder of our notice.
Notwithstanding the foregoing, any registration will be subject to cutback provisions, and we will be permitted to suspend the registration or sale of registrable securities in certain situations.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. Each indemnification agreement provides that, subject to limited exceptions, and among other things, we will indemnify the director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as our director or officer. Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Share Repurchase Program
On February 22, 2023, the Board authorized a share repurchase program (the “Share Repurchase Program”) through which the Company may repurchase an indeterminate number of shares of our common stock and 8.50% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) at an aggregate market value of up to $20.0 million during a two-year period that expired on February 22, 2025. On February 24, 2025, the Board approved an extension of the Share Repurchase Program to February 25, 2027. The Company may utilize various methods to affect the repurchases, and the timing and extent of the repurchases will depend upon several factors, including market and business conditions, regulatory requirements and other corporate considerations, including whether the Company’s common stock is trading at a significant discount to net asset value per share. Repurchases under this program may be discontinued at any time. The Company has not made any purchases under the Share Repurchase Program as of April 2, 2025.
The audit committee approved and ratified, subject to the prior authorization of our Board, repurchases from related party affiliates of the Company through the Share Repurchase Program and the Prior Share Repurchase Program, including accounts advised by affiliates of our Sponsor. From inception to expiration, the Company did not repurchase shares of common stock or Series A Preferred Stock under the Prior Share Repurchase Program from its officers, directors, Manager or Sponsor, or affiliates of any of the foregoing. From inception to April , 2026, the Company has not repurchased shares of common stock or Series A Preferred Stock under the Share Repurchase Program from its officers, directors, Manager or Sponsor, or affiliates of any of the foregoing.
OP Unit and SubOP Unit Redemptions
At the 2021 annual meeting of the Company, the Company’s stockholders approved the potential issuance of 13,758,905.9 shares of the Company’s common stock to related parties in connection with the redemption of their limited partnership units of the OP (“OP Units”) or of the subsidiary operating partnerships (“SubOP Units”) that may be redeemed for OP Units. Pursuant to the OP’s limited partnership agreement, the holders of OP Units other than the Company have the right to cause the OP to redeem their OP Units for cash or, at our election, shares of our common stock on a one-for-one basis, subject to adjustment, as provided and subject to the limitations in our OP’s limited partnership agreement. The Buffalo Pointe Contribution Agreement (defined below) provides the same rights with respect to the OP Units issued to the contributors therein, subject to stockholder approval which was received at the 2021 annual meeting of the Company. Holders of SubOP Units other than the OP, prior to the redemption all such units, had the same right to cause the SubOP to redeem their SubOP Units for cash or, at the OP’s election, OP Units on a one-for-one basis, subject to adjustment, as provided and subject to the limitations in the SubOP’s limited partnership agreement. As of December 31, 2025, the Company had issued 8,748,735 shares of the common stock to redeeming unitholders.
On December 30, 2025, 852,273 OP Units were redeemed and issued into 852,273 shares of the Company's common stock.
Investments with Affiliates of the Manager
The Company has made the following investments with affiliates of the Manager. The information set forth below is as of December 31, 2025 unless otherwise stated.
Connections at Buffalo Pointe
On May 29, 2020, the OP entered into a contribution agreement (the “Buffalo Pointe Contribution Agreement”) with entities affiliated with executive officers of the Company and the Manager (the “BP Contributors”) whereby the BP Contributors contributed their respective preferred membership interests in NexPoint Buffalo Pointe Holdings, LLC (“Buffalo Pointe”), to the OP for total consideration of $10.0 million paid in OP Units. A total of 564,334 OP Units were issued to the BP Contributors, which was calculated by dividing the total consideration of $10.0 million by the combined book value of the Company’s common stock and the SubOP Units, on a per share or unit basis, as of March 31, 2023, or $17.72 per OP Unit. The Company additionally contributed an aggregate of approximately $2.7 million for an aggregate of approximately $12.7 million of contributions as of December 31, 2025. Buffalo Pointe owns a stabilized multifamily property located in Houston, Texas with 93.2% occupancy as of December 31, 2025. The preferred equity investment pays current interest at a rate of 6.5%, deferred interest at a rate of 4.5% and has a maturity date of May 1, 2030.
Pursuant to the OP LPA and the Buffalo Pointe Contribution Agreement, the BP Contributors have the right to cause our OP to redeem their OP Units for cash or, at our election, shares of our common stock on a one-for-one basis, subject to adjustment, as provided and subject to the limitations in our OP LPA, provided the OP Units have been outstanding for at least one year and our stockholders have approved the issuance of shares of common stock to the BP Contributors. On May 11, 2021, our stockholders approved the issuance of such shares upon the exercise of the BP Contributors' redemption rights.
NexPoint Storage Partners
As of December 31, 2025, the Company holds 42,824 shares, or approximately 26.0%, of the outstanding common stock of NSP, and 3,178,286 shares, or approximately 95.4%, of NSP’s outstanding 15.0% Cumulative Series G Preferred Stock, $0.01 par value per share (“Series G”). Accounts advised by NexPoint and its affiliates beneficially own substantially all of the equity securities of NSP. The Company’s fair value measurement of its common stock investment as of December 31, 2025 was $24.8 million.
On October 8, 2025, the Company, through the OP, purchased 3,178,286 shares of Series G for an aggregate purchase price of approximately $3.2 million. The Series G dividend accumulates quarterly at a 15.0% dividend rate per annum.
On December 8, 2022 and in connection with a restructuring of NSP, the Company, through a subsidiary (“REIT Sub”), together with NXDT, Highland Income and Opportunities Fund (“HFRO”) and NRESF (collectively, the “Co-Guarantors”), as guarantors, entered into a Sponsor Guaranty Agreement (the “Sponsor Guaranty) in favor of Extra Space Storage, LP ("Extra Space") pursuant to which REIT Sub and the Co-Guarantors guaranteed obligations with respect to accrued dividends on NSP with respect to NSP’s newly created Series D Preferred Stock and two promissory notes in an aggregate principal amount of approximately $64.2 million issued to Extra Space. The guaranties by REIT Sub and the Co-Guarantors are capped at $97.6 million, which cap amount will be reduced as the guaranteed obligations of NSP are paid. Each of REIT Sub and the Co-Guarantors generally guaranteed the foregoing obligations of NSP up to the cap amount on a pro rata basis with respect to its percentage ownership of NSP’s common stock. On February 15, 2023, NSP paid down approximately $15.0 million of these promissory notes, resulting in an aggregate principal amount of approximately $49.2 million. On December 8, 2023, NSP paid down the remaining principal balance of $49.2 million. The NSP Series D preferred stock remains outstanding as of December 31, 2025. As of December 31, 2025, the outstanding NSP Series D Preferred Stock accrued dividends was $15.0 million and the Company and NXDT are jointly and severally liable for 85.9% of the guaranteed amount equal to $12.9 million.
2026 OP Notes Issuance
On October 10, 2025, the OP issued an aggregate of $45.0 million of its 7.875% Senior Unsecured Notes due 2026 (“2026 OP Notes”) pursuant to a note purchase agreement by and among the OP, the Company, the Manager, The Ohio State Life Insurance Company (“OSL”), an entity that may be deemed an affiliate of the Manager through common beneficial ownership, and Bluerock Total Income + Real Estate Fund pursuant to which the Company sold $8.5 million of 2026 OP Notes to OSL. The 2026 OP Notes are due October 10, 2026, with two six-month extension options in the sole discretion of the OP, subject to an extension fee.
NXDT Promissory Note
On April 19, 2024, the Company, through a subsidiary, borrowed $6.5 million from NexPoint Diversified Real Estate Trust Operating Partnership, L.P. (“NXDT OP”), the operating partnership of NXDT, which is advised by an affiliate of the Manager, and issued $6.5 million aggregate amount of a 7.54% note to NXDT OP maturing on April 19, 2029. Interest is payable in kind and the note is interest only during its term. On June 4, 2024 the Company paid down $0.6 million in principal. On September 11, 2024 the Company extinguished the note and paid down the remaining outstanding principal balance of $5.9 million plus accrued interest.
Elysian at Hughes Center
On February 1, 2022, the Company, through a subsidiary (the “Trust”), purchased the Elysian at Hughes Center, a 368-unit multifamily property in Las Vegas, Nevada, for a total of $184.1 million. The Trust is managed by an affiliate of the Manager (the “Asset Manager”). As of December 31, 2022, the Company owned a preferred equity investment and indirect common equity interests in Elysian at Hughes Center, which resulted in the consolidation at year end. However, the common equity interests have been transferred to the Asset Manager in exchange for $54,000 and a guarantee of payments due to the Company in respect of its preferred equity investment. Following the transfer of the common equity interests, the Company no longer is the primary beneficiary of the Trust and as such does not consolidate it. Management determined the fair value of the preferred equity investment using a market approach and performing a benchmarking analysis to comparable transactions. As of December 31, 2025, $54.0 million of the Company's preferred investment in Elysian at Hughes Center had been redeemed, resulting in a remaining principal balance of $11.4 million.
Series B Preferred Stock Offering
On November 2, 2023, the Company announced the launch of its 9.00% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) offering (the “Series B Preferred Offering”). NexPoint Securities, Inc., an affiliate of the Manager, serves as the Company’s dealer manager (the “Dealer Manager”) in connection with the Series B Preferred Offering. The Dealer Manager uses its reasonable best efforts to sell the shares of Series B Preferred Stock offered in the Series B Preferred Offering, and the Company pays the Dealer Manager, subject to the discounts and other special circumstances described or referenced therein, (i) selling commissions of 7.0% of the aggregate gross proceeds from sales of Series B Preferred Stock in the Series B Preferred Offering (“Series B Selling Commissions”) and (ii) a dealer manager fee of 3.0% of the gross proceeds from sales of Series B Preferred Stock in the Series B Preferred Offering (the “Series B Dealer Manager Fee”). The Dealer Manager, subject to federal and state securities laws, will reallow all or any portion of the Series B Selling Commissions and may reallow a portion of the Series B Dealer Manager Fee to other securities dealers that the Dealer Manager may retain who sold the shares of Series B Preferred Stock as is described more fully in the agreements between such dealers and the Dealer Manager. On October 1, 2025, the Company increased the size of the Series B Preferred Stock offering to 17,200,000 shares for gross proceeds of $430.0 million. The Company completed the last close for the Series B Preferred Stock offering on December 5, 2025. As of December 31, 2025, the Company has issued 16,186,525 shares of Series B Preferred Stock for gross proceeds of $395.6 million and paid the Dealer Manager $19.4 million Series B Selling Commissions and $9.5 million Series B Dealer Manager Fees. During the year ended December 31, 2025, Series B Preferred stockholders redeemed 85,336 shares of Series B Preferred Stock.
Series C Preferred Stock Offering
On November 4, 2025, the Company announced the launch of the Series C Preferred Offering. The Dealer Manager serves as the Company's dealer manager in connection with the Series C Preferred Offering. The Dealer Manager uses its reasonable best efforts to sell the shares of Series C Preferred Stock offered in the Series C Preferred Offering, and the Company pays the Dealer Manager, subject to the discounts and other special circumstances described or referenced therein, (i) selling commissions of 7.0% of the aggregate gross proceeds from sales of Series C Preferred Stock in the Series C Preferred Offering (“Series C Selling Commissions”) and (ii) a dealer manager fee of 2.3% of the gross proceeds from sales of Series C Preferred Stock in the Series C Preferred Offering (the “Series C Dealer Manager Fee”). The Dealer Manager, subject to federal and state securities laws, will reallow all or any portion of the Series C Selling Commissions and may reallow a portion of the Series C Dealer Manager Fee to other securities dealers that the Dealer Manager may retain who sold the shares of Series C Preferred Stock as is described more fully in the agreements between such dealers and the Dealer Manager. The Company expects that the offering will terminate on the earlier of the date the Company sells all 8,000,000 shares of the Series C Preferred Stock in the offering or December 29, 2026 (which is the third anniversary of the effective date of the Company’s registration statement), which may be extended or terminated by the Company’s Board in its sole discretion. The Board may elect to terminate this offering at any time. As of December 31, 2025, the Company has issued 80,412 shares of Series C Preferred Stock for gross proceeds of $2.0 million and paid the Dealer Manager $0.1 million Series C Selling Commissions and less than $0.1 million Series C Dealer Manager Fees.
SFR OP Promissory Notes
On March 28, 2024, the Company loaned $0.5 million to NexPoint SFR Operating Partnership, L.P. (the “SFR OP”), the operating partnership of NXHT, which is advised by an affiliate of the Manager. In connection with the loan, SFR OP issued a $0.5 million 12.50% note (the “SFR OP Note”) to the Company on March 31, 2024. The SFR OP Note bears interest at 12.50%, which is payable in kind, is interest only during the term of the SFR OP Note and matured on March 31, 2025. On March 12, 2025, the SFR OP extinguished the note and paid down the remaining outstanding principal balance of $0.5 million plus accrued interest.
SFR OP issued a note (the “SFR OP Note II”) to the Company on July 10, 2024 with a maximum commitment of $5.0 million. The SFR OP Note II bears interest at 15%, which is payable in kind, is interest only during the term of the SFR OP Note II and initially matured on July 10, 2025. On August 25, 2025, the Company, through NREF OP IV REIT Sub, LLC, extended the maturity date to July 10, 2026. The Company funded $3.5 million through December 31, 2024. SFR OP paid down $1.9 million of principal on April 29, 2025. The Company funded $3.4 million, $5.0 million and $2.5 million on July 31, 2025, August 24, 2025 and September 24, 2025, respectively. The Company’s maximum commitment under the loan is $15.0 million, of which $2.5 million was unfunded as of December 31, 2025.
VineBrook Homes Mortgage Backed Securities
On February 29, 2024, the Company, through one its subsidiary operating partnerships (the “Subsidiary OPs”), purchased approximately $49.2 million aggregate principal amount of the Class A, E1, and E2 tranches of the VINEB 2024 SFR1 CMBS indirectly through placement agents from VineBrook Homes Borrower 2, LLC, an indirect subsidiary of VineBrook which is advised by an affiliate of the Manager, at a blended price equal to 90.2% of par value. On March 1, 2024, the Company, through one of the Subsidiary OPs, borrowed approximately $35.8 million through the existing repurchase agreement. The loans bear interest at a rate of 1.0%, 1.6%, and 1.6% over the secured overnight financing rate, respectively. On May 8, 2024, the Company sold $30.0 million aggregate principal amount of the Class A tranche of VINEB 2024-SFR1 for net proceeds of $28.0 million. On September 27, 2024, the Company sold $6.7 million aggregate principal amount of the E2 tranche of the VINEB 2024 SFR1 for net proceeds of $2.2 million. On November 14, 2024, the Company sold $9.5 million aggregate principal amount of the E1 tranche of the VINEB 2024 SFR1 for net proceeds of $2.5 million.
IQHQ Transactions
On May 10, 2024, the Company, through NREF OP IV, L.P., a subsidiary of the Company (“OP IV”), NXDT OP and OSL, entered into an Assignment and Assumption and Co-Lender Agreement, pursuant to which OP IV assigned the right to fund up to specified amounts in a $218 million aggregate principal amount loan (the “Alewife Loan”). Effective January 2, 2025, the Company, through OP IV and OSL entered into an Assignment and Assumption and Co-Lender Agreement, pursuant to which OP IV assigned a portion of its interest in the Alewife Loan for cash and increased the specified amounts OSL had the right to fund in the Alewife Loan. On September 30, 2025, the Alewife Loan was bifurcated into a (i) a senior mortgage loan in the maximum principal sum of $85.0 million (the “Alewife Senior Loan”) and (ii) a mezzanine loan in the maximum principal sum of $133.0 million (the “Alewife Mezzanine Loan”). The Alewife Senior Loan was deemed fully funded, with the Company holding 73.5% of the Alewife Senior Loan based on prior fundings of the Alewife Loan of $62.5 million, and OSL holding 26.5% of the Alewife Senior Loan based on prior fundings of the Alewife Loan of $22.5 million. On September 30, 2025 the Company and OSL sold the Alewife Senior Loan. The Company’s prior fundings of $102.0 million of the Alewife Loan were deemed fundings of the Alewife Mezzanine Loan, with the Company holding 100% of the Alewife Mezzanine Loan at closing.
On May 23, 2024, NexPoint Bridge Investor I, LLC (“Bridge Investor I”), an entity owned by an affiliate of the Manager, entered into a Secured Convertible Promissory Note and Warrant Purchase Agreement (“Bridge Purchase Agreement”) whereby IQHQ, L.P. issued and sold to Bridge Investor I a Secured Convertible Promissory Note (“IQHQ Promissory Note”) with a purchase commitment of $150.0 million. In accordance with the Bridge Purchase Agreement, IQHQ Holdings, L.P. (“IQHQ Holdings”) also issued and sold a corresponding warrant to Bridge Investor I to purchase Class A-3 Units of IQHQ Holdings (as amended, the “IQHQ Bridge Warrant”).
In connection with the Bridge Purchase Agreement, the Company, through certain subsidiaries, along with certain entities advised by affiliates of our Manager or that may be deemed an affiliate of the Manager through common beneficial ownership (the “IQHQ Participating Purchasers”), entered into a participation rights agreement with Bridge Investor I pursuant to which the Company and the IQHQ Participating Purchasers had a right to fund up to specified amounts of the IQHQ Promissory Note and the IQHQ Bridge Warrant. On December 2, 2024, the IQHQ Promissory Note was fully funded. The Company funded $148.6 million and the IQHQ Participating Purchasers funded $1.4 million. On December 31, 2024, the full $150 million of the principal amount of the IQHQ Promissory Note was substituted and exchanged for deemed borrowings under a revolving credit facility (as amended, the “IQHQ Revolving Loan”).
In connection with the IQHQ Revolving Loan, on December 31, 2024, Bridge Investor I entered into a Subscription Agreement (“IQHQ Subscription Agreement”) whereby Bridge Investor I committed to purchase $160.1 million of Series E preferred stock of IQHQ, Inc. The Series E preferred stock of IQHQ, Inc. dividend accumulates quarterly at a 16.5% dividend rate per annum and is paid in-kind. Pursuant to the IQHQ Subscription Agreement, the full $10.1 million of the interest accrued on the IQHQ Promissory Note was substituted and exchanged for a deemed funding of $10.1 million under the IQHQ Subscription Agreement. In connection with the IQHQ Subscription Agreement, on December 31, 2024, Bridge Investor I also entered into a Warrant Purchase Agreement (the “IQHQ Warrant Purchase Agreement”) whereby IQHQ Holdings issued and sold a corresponding warrant to Bridge Investor I to purchase Class A-3 Units of IQHQ Holdings (as amended, the “IQHQ Series E Warrant”).
In connection with the IQHQ Subscription Agreement and IQHQ Warrant Purchase Agreement, the Company, through certain subsidiaries, along with the IQHQ Participating Purchasers entered into a participation rights agreement with Bridge Investor I pursuant to which the Company and the IQHQ Participating Purchasers have a right to fund up to specified amounts of the Series E preferred stock of IQHQ, Inc. commitment and the IQHQ Series E Warrant. Upon receipt of a draw request, each IQHQ Participating Purchaser has the right to elect to fund an amount equal or greater than zero up to their respective preemptive right under the IQHQ Holdings or IQHQ, L.P. organizational documents less the total amount of advances previously made by such IQHQ Participating Purchaser. Upon receipt of a draw request, NXDT OP will also have the right to elect to fund an amount equal or greater than zero up to 50% of the total requested amount that is not funded by the IQHQ Participating Purchasers. The Company, through certain subsidiaries, would be required to fund any amounts not funded by the IQHQ Participating Purchasers and NXDT OP. At any time that the IQHQ Participating Purchasers have funded less than their respective participation amounts, the IQHQ Participating Purchasers have the option to pay the Company or NXDT OP (to the extent it has funded) any amount of such unfunded amount. Upon such payment, the IQHQ Participating Purchaser would become entitled to all interest accrued on the amounts paid to the Company or NXDT OP, if applicable, on and after the date of such payment. Bridge Investor I can allocate all or any portion of the IQHQ Series E Warrant to any parties to the participation rights agreement.
NexBank Loan
On April 29, 2024, the Company, through the OP, entered into a loan agreement with NexBank, as lender, providing for a loan in the aggregate principal amount of $10.0 million (the “NexBank Loan”). The NexBank Loan bears interest at the rate which is the higher of (i) One Month Term Secured Overnight Financing Rate plus 4.2% per annum or (ii) 8.25% per annum, which is interest only during the term of the NexBank Loan and initially matured on April 28, 2025, with the OP having two 364-day extension options, which may be exercised at the OP’s sole discretion. The Company exercised one of the extension options, bringing the maturity date to April 27, 2026. As of December 31, 2025, the outstanding balance of the loan is $10.0 million.
The NexBank Loan is secured by certain equity interests held by the OP and is guaranteed by the Company. The loan agreement contains customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants contained therein, defaults in payments under any other security instrument, and bankruptcy or other insolvency events. Mr. Dondero is a director of the holding company of NexBank, directly owns a minority of the common stock of NexBank and is the beneficiary of a trust that directly owns a substantial portion of the common stock of NexBank.
Capital Acquisitions Partners, LLC
On or about April 19, 2024, the Company, through the OP, contributed $6.5 million to Capital Acquisitions Partners, LLC in exchange for approximately 79.1% of the total outstanding membership interests of CAP. The remaining ownership is held by NexPoint Real Estate Opportunities, LLC (“NREO”), a wholly owned subsidiary of NXDT.
Related Party Transaction Policy
The Board has adopted a written Related Party Transaction Policy for the review, approval or ratification of any related person transaction. This policy provides that all related party transactions must be reviewed and approved by the disinterested members of the audit committee. The term “related party transaction” refers to any transaction, arrangement or relationship (including charitable contributions and including any series of similar transactions, arrangements or relationships) with the Company in which any Related Party (as defined below) has a direct or indirect material interest, other than: (a) transactions available to employees generally; (b) transactions involving less than $50,000 when aggregated with all related or similar transactions, except if receipt of any amount would result in a director no longer being considered independent under NYSE rules or would disqualify a director from serving as a member of a committee of the Board; (c) transactions involving compensation or indemnification of executive officers and directors duly authorized by the Board or an authorized Board committee; (d) transactions involving reimbursement for routine expenses in accordance with Company policy; and (e) purchases of any products on terms generally available to third parties.
For the purposes of our Related Party Transaction Policy, “Related Parties” include:
• directors (and nominees for director) and executive officers of the Company;
• immediate family members of such directors and executive officers;
• our Manager;
• a stockholder owning in excess of five percent of the Company’s voting securities or an immediate family member of such a stockholder; or
• an entity which is owned or controlled by any of the above persons.
POLICIES WITH RESPECT TO CERTAIN ACTIVITIES
The following is a discussion of certain of our investment, financing and other policies. These policies have been determined by the Board and, in general, may be amended and revised from time to time at the discretion of the Board without notice to or a vote of our stockholders. We intend to disclose any changes in our investment policies in our next required periodic report.
If our Board determines that additional funding is required, we may raise such funds through additional public and private offerings of common and preferred equity or debt securities or the retention of cash flow (subject to the distribution requirements applicable to REITs and our desire to minimize our U.S. federal income tax obligations) or a combination of these methods. In the event that our Board determines to raise additional equity or debt capital, it has the authority, without stockholder approval, to cause us to issue additional shares of common stock, shares of preferred stock or debt securities in any manner and on such terms and for such consideration as it deems appropriate, at any time, and has similarly broad authority to incur debt.
In addition, we may finance the acquisition of investments using the various sources of financing discussed below under “-Investment Policies.” Our investment guidelines, the assets in our portfolio and the decision to utilize, and the appropriate levels of, leverage are periodically reviewed by our Board as part of their oversight of our Manager.
We may offer equity or debt securities in exchange for property and may repurchase or otherwise reacquire shares of our stock. Subject to the requirements for qualification as a REIT, we may in the future invest in debt securities of other REITs, other entities engaged in real estate-related activities or securities of other issuers, including for the purpose of exercising control over these entities. We do not intend that our investments in securities will require us to register as an investment company under the Investment Company Act of 1940, and we would intend to divest such securities before any such registration would be required.
We engage in the purchase and sale of investments. Consistent with our investment guidelines, we may in the future make loans to third parties in the ordinary course of business for investment purposes and may underwrite securities of other issuers.
Our annual reports will be available to our stockholders, including our audited financial statements. We are subject to the information reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”). Pursuant to those requirements, we will be required to file annual and periodic reports, proxy statements and other information, including audited financial statements, with the SEC.
Our Board may change any of these policies without prior notice to you or a vote of our stockholders.
Investment Policies
We invest in interests in real estate.
Investments in Real Estate or Interests in Real Estate
We conduct all of our investment activities through the OP. Our primary investment objective is to generate attractive, risk-adjusted returns for stockholders over the long term. We intend to achieve this objective primarily by originating, structuring and investing in first-lien mortgage loans, mezzanine loans, preferred equity, convertible notes, multifamily properties and common equity investments, as well as multifamily and SFR commercial mortgage backed securities securitizations (“CMBS securitizations”), promissory notes, revolving credit facilities and stock warrants, or our target assets. We primarily focus on investments in real estate sectors where our senior management team has operating expertise, including in the multifamily, SFR, self-storage, industrial and life science sectors predominantly in the top 50 metropolitan statistical areas. In addition, we target lending or investing in properties that are stabilized. The Company also lends to redevelopment and development projects in special situations where there is strong sponsorship and clear and visible cost basis detachment points and exit options. Through active portfolio management the Company seeks to take advantage of market opportunities to achieve a superior portfolio risk-mix that delivers attractive total returns.
We may also participate with third parties in property ownership, through joint ventures, funds or other types of co-ownership. We also may acquire real estate or interests in real estate in exchange for the issuance of common stock, units, preferred stock or options to purchase stock. These types of investments may permit us to own interests in larger assets without unduly restricting our diversification and, therefore, provide us with flexibility in structuring our portfolio. We will not, however, enter into a joint venture or other partnership arrangement to make an investment that would not otherwise meet our investment policies.
Equity investments in acquired properties may be subject to existing mortgage financing and other indebtedness or to new indebtedness which may be incurred in connection with acquiring or refinancing these properties. We will not have a limitation on the number or amount of mortgages which may be placed on any one piece of property. Investments are also subject to our policy not to fall within the definition of an “investment company” under the 1940 Act, by relying on the exclusion provided in Section 3(c)(5)(C) of the 1940 Act, which excludes a real estate program from the definition of an investment company if it is primarily engaged in “purchasing or acquiring…interests in real estate.”
Dispositions. We may dispose of some of our investments if, based upon management’s periodic review of our investments, the Manager or the Board determines that such action would be in the best interest of us and our stockholders.
Financings and Leverage Policy. In the future, we anticipate using a number of different sources to finance our acquisitions, developments and operations, including, but not limited to, cash flows from operations, asset sales, seller financing, issuance of debt securities, private financings (such as bank credit facilities, which may or may not be secured by our assets), property-level mortgage debt, common or preferred equity issuances or any combination of these sources, to the extent available to us, or other sources that may become available from time to time. Any debt that we incur may be recourse or non-recourse and may be secured or unsecured. We also may take advantage of joint venture or other partnering opportunities as such opportunities arise in order to acquire properties that would otherwise be unavailable to us or if we believe joint ventures or other partnering structures are more favorable to us compared with owning the properties outright. We may use the proceeds of our borrowings to acquire assets, to refinance existing debt or for general corporate purposes.
While we do not have any formal restrictions or policy with respect to our debt-to-equity leverage ratio, we currently expect that our leverage will not exceed a ratio of 3-to-l. We believe this leverage ratio is prudent given that leverage typically exists at the asset level. The amount of leverage we may employ for particular assets depends upon the availability of particular types of financing and our Manager’s assessment of the credit, liquidity, price volatility and other risks of those assets and financing counterparties. Our decision to use leverage to finance our assets is at the discretion of our Manager, subject to review by our Board, and is not subject to the approval of our stockholders. We generally intend to match leverage terms and interest rate type to that of the underlying investment financed. We are not restricted by our governing documents or otherwise in the amount of leverage that we may use.
Lending Policies. We do not have a policy limiting our ability to make loans to other persons. We may consider offering purchase money financing in connection with the sale of investments where the provision of that financing will increase the value to be received by us for the investment sold. We also may make loans to joint ventures in which we participate. Any loan we make will be consistent with maintaining our status as a REIT.
Equity Capital Policies. To the extent that the Board determines to obtain additional capital, we may issue equity securities, including additional units or senior securities of the OP, retain earnings (subject to provisions in the Internal Revenue Code of 1986, as amended, requiring distributions of income to maintain REIT qualification) or pursue a combination of these methods. As long as the OP is in existence, we will generally contribute the proceeds of all equity capital raised by us to the OP in exchange for additional interests in the OP, which will dilute the ownership interests of the limited partners in the OP.
Existing stockholders will have no preemptive rights to common or preferred stock or units issued in any securities offering by us, and any such offering might cause a dilution of a stockholder’s investment in us. We may in the future issue shares of common stock or units in connection with acquisitions of investments.
We may, under certain circumstances and subject to there being funds legally available, purchase shares of our common stock or other securities in the open market or in private transactions with our stockholders, provided that those purchases are approved by the Board. Any repurchases of shares of our common stock or other securities would only be taken in conformity with applicable federal and state laws and the applicable requirements for qualification as a REIT.
Conflicts of Interest
The following briefly summarizes the material potential and actual conflicts of interest which may arise from the overall investment activity of our Manager, its clients and its affiliates, but is not intended to be an exhaustive list of all such conflicts. The scope of the activities of the affiliates of our Manager and the funds and clients advised by affiliates of our Manager may give rise to conflicts of interest or other restrictions and/or limitations imposed on us in the future that cannot be foreseen or mitigated at this time.
Management Agreement
Under our Management Agreement, our Manager is entitled to fees that are structured in a manner intended to provide incentives to our Manager to perform in our best interest and in the best interest of our stockholders. However, because performance is only one aspect of our Manager’s compensation, our Manager’s interests are not wholly aligned with those of our stockholders. In that regard, our Manager could be motivated to recommend riskier or more speculative investments that would entitle our Manager to a higher fee. For example, because Annual Fees payable to our Manager are based in part on the amount of equity raised, our Manager may have an incentive to raise additional equity capital in order to increase its fees. Externally managed REITs may also have conflicts of interest with their advisors that are not common with self-managed REITs. These conflicts as they relate to us and our Manager are discussed in the following sections.
Other Accounts and Relationships
As part of their regular business, our Manager, its affiliates and their respective officers, directors, trustees, stockholders, members, partners and employees and their respective funds and investment accounts (collectively, the “Affiliated Parties”) hold, purchase, sell, trade or take other related actions both for their respective accounts and for the accounts of their respective clients, on a principal or agency basis, subject to applicable law with respect to loans, securities and other investments and financial instruments of all types. The Affiliated Parties also provide investment advisory services, among other services, and engage in private equity, real estate and capital markets-oriented investment activities. The Affiliated Parties are not restricted in their performance of any such services or in the types of debt, equity, real estate or other investments which they may make. The Affiliated Parties may have economic interests in or other relationships with respect to investments made by us. In particular, the Affiliated Parties may make and/or hold an investment, including investments in securities, that may compete with, be pari passu, senior or junior in ranking to an, investment, including investments in securities, made and/or held by us or in which partners, security holders, members, officers, directors, agents or employees of such Affiliated Parties serve on boards of directors or otherwise have ongoing relationships. Each of such ownership and other relationships may result in restrictions on transactions by us and otherwise create conflicts of interest for us. In such instances, the Affiliated Parties may in their discretion make investment recommendations and decisions that may be the same as or different from those made with respect to our investments. In connection with any such activities described above, the Affiliated Parties may hold, purchase, sell, trade or take other related actions in securities or investments of a type that may be suitable for us. The Affiliated Parties are not required to offer such securities or investments to us or provide notice of such activities to us. In addition, in managing our portfolio, our Manager may take into account its relationship or the relationships of its affiliates with obligors and their respective affiliates, which may create conflicts of interest. Furthermore, in connection with actions taken in the ordinary course of business of our Manager in accordance with its fiduciary duties to its other clients, our Manager may take, or be required to take, actions which adversely affect our interests.
The Affiliated Parties have invested and may continue to invest in investments that would also be appropriate for us. Such investments may be different from those made on our behalf. Neither our Manager nor any Affiliated Party is necessarily prohibited from making or maintaining such investments, even if they are not favorable to us, subject to their fiduciary duties and disclosure obligations, and subject to our Manager’s allocation policy set forth below. The investment policies, fee arrangements and other circumstances applicable to such other parties may vary from those applicable to us. Our Manager and/or any Affiliated Party may also provide advisory or other services for a customary fee with respect to investments made or held by us, and neither our stockholders nor we have any right to such fees. Our Manager and/or any Affiliated Party may also have ongoing relationships with, render services to or engage in transactions with other clients, including HFRO, NRESF, NexPoint Capital and Highland Global Allocation Fund (“GAF”) as well as VineBrook, NXRT, NSP, NXDT, NXHT and other REITs, who make investments of a similar nature to ours, Delaware Statutory Trusts and with companies whose securities or properties are acquired by us. In connection with the foregoing activities our Manager and/or any Affiliated Party may from time to time come into possession of material nonpublic information that limits the ability of our Manager to affect a transaction for us, and our investments may be constrained as a consequence of our Manager’s inability to use such information for advisory purposes or otherwise to effect transactions that otherwise may have been initiated on our behalf. In addition, officers or affiliates of our Manager and/or Affiliated Parties may possess information relating to our investments that is not known to the individuals at our Manager responsible for monitoring our investments and performing the other obligations under the Management Agreement.
The Affiliated Parties currently provide services to HFRO, NRESF, NexPoint Capital, GAF, VineBrook, NXRT, NSP, NXDT, NXHT, Delaware Statutory Trusts, and may in the future provide services to other REITs, funds or other entities that compete with us for similar investments.
Although the professional staff of our Manager will devote as much time to our business and investments as our Manager deems appropriate to perform its duties in accordance with the Management Agreement and in accordance with reasonable commercial standards, the staff may have conflicts in allocating its time and services among us and any Affiliated Parties’ other accounts. The Management Agreement places restrictions on our Manager’s ability to buy and sell investments for us. Accordingly, during certain periods or in certain circumstances, our Manager may be unable to buy or sell investments or to take other actions that it might consider to be in our best interest as a result of such restrictions.
The directors, officers, employees and agents of the Affiliated Parties, and our Manager may, subject to applicable law, serve as directors (whether supervisory or managing), officers, employees, partners, agents, nominees or signatories, and receive arm’s length fees in connection with such service, for us or any Affiliated Party, or for any of our investments or any affiliate thereof, and neither we nor our stockholders have the right to any such fees.
The Affiliated Parties serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as us, or of other investment funds managed by our Manager or its affiliates. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in our best interest. We may compete with other entities managed by our Manager and its affiliates for capital and investment opportunities.
There is no limitation or restriction on our Manager or any of its Affiliated Parties with regard to acting as investment manager (or in a similar role) to other parties or persons. This and other future activities of our Manager and/or its Affiliated Parties may give rise to additional conflicts of interest. Such conflicts may be related to obligations that our Manager or its affiliates have to other clients.
Subject to prior approval of our Board, certain Affiliated Parties, including NexBank and Governance Re, Ltd., among others, may provide banking, agency, insurance and other services to us and its operating affiliates for customary fees, and neither we, nor our subsidiaries will have a right to any such fees.
Allocation Policy
If a potential investment is appropriate for either us or another entity managed by our Manager or its affiliates, such as HFRO, which as of December 31, 2025 has approximately $878.1 million of assets under management, NRESF, which as of December 31, 2025 has approximately $26.4 million of assets under management, NexPoint Capital, which as of December 31, 2025 has approximately $38.2 million of assets under management, GAF, which as of December 31, 2025 has approximately $292.9 million of assets under management, VineBrook, which as of December 31, 2025 has an enterprise value of approximately $2.7 billion, NXRT, which as of December 31, 2025 has an enterprise value of approximately $2.3 billion and NXDT, which as of December 31, 2025 has an enterprise value of approximately $617.6 million, our Manager and its affiliates, including their respective personnel, have an allocation policy that provides that opportunities will be allocated among those accounts for which participation in their respective opportunity is considered most appropriate, taking into account the following objective factors.
First, the allocation policy looks to the investment objectives of the REITs managed by our Manager and its affiliates. For example, our targeted investments differ from the targeted investments of NXRT, which generally are direct ownership of well-located middle-income multifamily properties with value-add potential. We believe that most investment opportunities will be more appropriate for us, NXRT or other entities based on the differences in our primary investment objectives. We expect we will remain the primary vehicle in which investments are made in first-lien mortgage loans, mezzanine loans, preferred equity, multifamily properties and common equity investments, as well as multifamily and SFR CMBS securitizations, promissory notes, revolving credit facilities and stock warrants. Our Manager is not required to offer to us any opportunities that do not meet our investment objectives and criteria. Personnel of our Manager and its affiliates may invest in any such investment opportunities not required to be presented to us.
To the extent the opportunity is consistent with the investment objectives of more than one REIT managed by our Manager and its affiliates, the allocation policy then looks to other factors, such as:
• which REIT has available cash (including availability under lines of credit) to acquire the investment;
• whether there are any positive or negative income tax effects on any of the REITs relating to the purchase;
• whether the investment opportunity creates geographic, asset class or tenant concentration / diversification concerns for any of the REITs;
• how the investment size, potential leverage, transaction structure and anticipated cash flows affect each REIT, including earnings and distribution coverage; and
• whether one or more of the REITs has an existing relationship with the tenant(s), operator, facility or system associated with the investment, or a significant geographic presence that would make the investment strategically more important.
Our Manager will allocate investment opportunities across the entities for which such opportunities are appropriate, consistent with its internal conflict of interest and allocation policies. Our Manager will seek to allocate investment opportunities among such entities in a manner that is fair and equitable over time and consistent with its allocation policy. However, there is no assurance that such investment opportunities will be allocated to us fairly or equitably in the short-term or over time, and there can be no assurance that we will be able to participate in all such investment opportunities that are suitable for us.
Cross Transactions and Principal Transactions
As further described below, our Manager may affect client cross-transactions where our Manager causes a transaction to be affected between us and another client advised by our Manager or any of its affiliates. Our Manager may engage in a client cross-transaction involving us any time that our Manager believes such transaction to be fair to us and the other client of our Manager or its affiliates in accordance with our Manager’s internal written cross-transaction policies and procedures.
As further described below, our Manager may effect principal transactions where we may make and/or hold an investment, including an investment in securities, in which our Manager and/or its affiliates have a debt, equity or participation interest, in each case in accordance with applicable law and with our Manager’s internal written policies and procedures for principal transactions, which may include our Manager obtaining our consent and approval prior to engaging in any such principal transaction between us and our Manager or its affiliates.
Our Manager may direct us to acquire or dispose of investments in cross trades between us and other clients of our Manager or its affiliates in accordance with applicable legal and regulatory requirements. In addition, we may make and/or hold an investment, including an investment in securities, in which our Manager and/or its affiliates have a debt, equity or participation interest, and the holding and sale of such investments by us may enhance the profitability of our Manager’s own investments in such companies. Moreover, we, along with our principals and persons or entities controlling, controlled by or under common control with the Manager, may invest in assets originated by, or enter into loans, borrowings and/or financings with our Manager or its affiliates, including but not limited to NexBank, including in primary and secondary transactions with respect to which our Manager or an Affiliated Party may receive customary fees from the applicable issuer, and neither we nor our subsidiaries have the right to any such fees. In each such case, our Manager and principals and persons or entities controlling, controlled by or under common control with the Manager may have a potentially conflicting division of loyalties and responsibilities regarding us and the other parties to such investment. Under certain circumstances, our Manager and its affiliates may determine that it is appropriate to avoid such conflicts by selling an investment at a fair value that has been calculated pursuant to our Manager’s valuation procedures to another fund managed or advised by our Manager or principals and persons or entities controlling, controlled by or under common control with the Manager. In addition, our Manager may enter into agency cross-transactions where it or any of its affiliates acts as broker for us and for the other party to the transaction, to the extent permitted under applicable law. Our Manager may obtain our written consent as provided herein if any such transaction requires the consent of our Board.
Participation in Creditor Committees, Underwriting and Other Activities
Our Manager and/or its Affiliated Parties may participate in creditors or other committees with respect to the bankruptcy, restructuring or workout or foreclosure of our investments. In such circumstances, our Manager may take positions on behalf of itself or Affiliated Parties that are adverse to our interests.
Our Manager and/or its Affiliated Parties may act as an underwriter, arranger or placement agent, or otherwise participate in the origination, structuring, negotiation, syndication or offering of investments purchased by us. Such transactions are on an arm’s-length basis and may be subject to arm’s-length fees. There is no expectation for preferential access to transactions involving investments that are underwritten, originated, arranged or placed by our Manager and/or its Affiliated Parties and neither we nor our stockholders have the right to any such fees.
Material Non-Public Information
There are generally no ethical screens or information barriers among our Manager and certain of its affiliates of the type that many firms implement to separate persons who make investment decisions from others who might possess material, non-public information that could influence such decisions. If our Manager, any of its personnel or its affiliates were to receive material non-public information about an investment or issuer, or have an interest in causing us to acquire a particular investment, our Manager may be prevented from causing us to purchase or sell such asset due to internal restrictions imposed on our Manager. Notwithstanding the maintenance of certain internal controls relating to the management of material non-public information, it is possible that such controls could fail and result in our Manager, or one of its investment professionals, buying or selling an asset while, at least constructively, in possession of material non-public information. Inadvertent trading on material non-public information could have adverse effects on our Manager’s reputation, result in the imposition of regulatory or financial sanctions, and as a consequence, negatively impact our Manager’s ability to perform its investment management services to us. In addition, while our Manager and certain of its affiliates currently operate without information barriers on an integrated basis, such entities could be required by certain regulations, or decide that it is advisable, to establish information barriers. In such event, our Manager’s ability to operate as an integrated platform could also be impaired, which would limit our Manager’s access to personnel of its affiliates and potentially impair its ability to manage our investments.
Other Benefits to Our Manager
The LTIP provides us with the ability to grant awards to directors and officers of, and certain consultants to, us, our Manager and its affiliates and other entities that provide services to us. The management team of our Manager may receive awards under the LTIP and will benefit from the compensation provided by these awards. Any compensation payable under such plan is subject to the 2.5% of equity book value determined in accordance with GAAP described above under “Certain Relationships and Related Party Transactions-Our Management Agreement-Expense Cap.”
In addition to the compensation provided to our Manager by the Management Agreement and any long-term incentive plan, our Manager may also receive reputational benefits from our future growth through capital-raising transactions and acquisitions. Our Manager will also have an incentive to raise capital and cause us to acquire additional assets, which would then contribute to the Annual Fee. The reputational benefit to our Manager from our future growth could assist our Manager and its affiliates in pursuing other real estate investments. These investments could be made through other entities managed by our Manager or its affiliates, and there can be no assurance that we will be able to participate in all such investment opportunities.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT
The tables below set forth the beneficial ownership information of our common stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock as of February 27, 2026 for:
• each person known to us to be the beneficial owner of more than 5% of our shares of common stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock;
• each of our named executive officers;
• each of our directors; and
• all of our executive officers and directors as a group.
Unless otherwise noted below, the address of the persons and entities listed on the table is the address of our Manager’s office, 300 Crescent Court, Suite 700, Dallas, Texas 75201. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock or Series A Preferred Stock reflected as beneficially owned, subject to applicable community property laws. No director or named executive officer owns any of the Company’s Series B Preferred Stock or Series C Preferred Stock.
Beneficial ownership and percentage of beneficial ownership is based on 18,608,201 shares of our common stock, 1,645,000 shares of our Series A Preferred Stock, 16,064,335 shares of our Series B Preferred Stock and 564,236 shares of our Series C Preferred Stock outstanding on February 27, 2026. Shares of common stock that a person has the right to acquire within 60 days of February 27, 2026 upon the vesting of restricted stock units are deemed to be outstanding and beneficially owned by the person for the purpose of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person.
|
COMMON STOCK |
SERIES A PREFERRED STOCK |
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|
NAME |
BENEFICIALLY OWNED |
PERCENT OF CLASS |
BENEFICIALLY OWNED |
PERCENT OF CLASS |
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|
5% Stockholders: |
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|
James Dondero (1) |
10,392,166 | 55.8 | % | 53,980 | 3.3 | % | ||||||||||
|
Named Executive Officers and Directors |
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|
James Dondero (1) |
10,392,166 | 55.8 | % | 53,980 | 3.3 | % | ||||||||||
|
Matt McGraner (2) |
369,812 | 2.0 | % | - | - | |||||||||||
|
Brian Mitts (3) |
99,460 | * | - | - | ||||||||||||
|
Paul Richards (4) |
90,518 | |||||||||||||||
|
Scott Kavanaugh (5) |
25,309 | * | - | - | ||||||||||||
|
Edward Constantino (6) |
33,898 | * | - | - | ||||||||||||
|
Dr. Arthur Laffer (5) |
65,009 | * | - | - | ||||||||||||
|
Dr. Carol Swain (6) |
11,563 | * | - | - | ||||||||||||
|
Catherine Wood (5) |
30,228 | * | - | - | ||||||||||||
|
All Directors and Executive Officers as a group (10 persons) (7) |
11,153,039 | 59.9 | % | 53,980 | 3.3 | % | ||||||||||
|
* |
Indicates ownership of less than 1%. |
|
(1) |
Includes 108,552 shares issuable upon vesting of restricted stock units within 60 days after February 27, 2026. As of February 27, 2026, 273,108.56 shares are pledged as collateral to Lakeside Bank. James D. Dondero, our Sponsor, NXDT OP, NexPoint Asset Management, HFRO and Nancy Marie Dondero have sole voting power, shared voting power, sole dispositive power and shared dispositive power with respect to the shares of our common stock as follows: |
|
Name of Reporting Person |
Sole Voting |
Shared Voting |
Sole Dispositive |
Shared Dispositive |
||||||||||||
|
James D. Dondero |
478,526 | 9,681,562 | 478,526 | 9,681,562 | ||||||||||||
|
NexPoint Advisors, L.P. |
0 | 3,649,759 | 0 | 3,649,759 | ||||||||||||
|
NexPoint Diversified Real Estate Trust Operating Partnership, L.P. |
0 | 2,952,273 | 0 | 2,952,273 | ||||||||||||
|
NexPoint Asset Management, L.P. |
0 | 5,694,671 | 0 | 5,694,671 | ||||||||||||
|
Highland Income and Opportunities Fund |
0 | 4,372,286 | 0 | 4,372,286 | ||||||||||||
|
Nancy Marie Dondero |
337,131 | 0 | 337,131 | 0 | ||||||||||||
The shares of common stock held by Mr. Dondero are held indirectly through our Sponsor and NexPoint Asset Management, a proprietary account and a trust. The shares held by NexPoint are held indirectly through directly or indirectly managed or advised entities, including NXDT OP. Mr. Dondero is the sole member of the general partner of our Sponsor and may be deemed to be an indirect beneficial owner of shares held by our Sponsor. The shares held by NexPoint Asset Management are held indirectly through advised accounts, including HFRO. Mr. Dondero is also the sole stockholder and director of the general partner of NexPoint Asset Management and may be deemed to be an indirect beneficial owner of shares held by NexPoint Asset Management. The shares held by the trust includes shares with respect to which Mr. Dondero has the right to acquire beneficial ownership and he does not serve as trustee of such trust. Such shares also include shares held by a company which is an indirect wholly owned subsidiary of such trust, and a limited liability company in which such trust owns a majority interest. Mr. Dondero disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein. The shares held by Ms. Dondero are held by the trust described above for which she is the trustee. Ms. Dondero is the sister of Mr. Dondero and disclaims beneficial ownership of such shares.
With respect to the shares of Series A Preferred Stock described above, 34,469 shares are held by the trust described above and 19,511 shares are held by Drugcrafters, L.P., for which Mr. Dondero is the sole managing member of its general partner. Mr. Dondero has shared voting and dispositive power with respect to the shares of Series A Preferred Stock described above. Mr. Dondero disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein.
|
(2) |
Includes 107,278 shares issuable upon vesting of restricted stock units within 60 days after February 27, 2026. Mr. McGraner has sole voting and dispositive power with respect to 368,811 shares of our common stock and shared voting and dispositive power with respect to 1,800 shares of our common stock 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) |
Includes 15,654 shares issuable upon vesting of restricted stock units within 60 days after February 27, 2026. Mr. Mitts has sole voting and dispositive power with respect to 99,460 shares of our common stock. Mr. Mitts has shared voting and dispositive power with respect to 95 shares of our common stock, which he may be deemed to own through his child. As of February 27, 2026, 74,419 shares held by Mr. Mitts are pledged as collateral to JP Morgan Chase & Co. |
|
|
|
|
(4) |
Includes 31,981 shares issuable upon vesting of restricted stock units within 60 days after February 27, 2026. Mr. Richards has sole voting and dispositive power with respect to 90,518 shares of our common stock, 7,498 shares of which are held by 401(k) plan and 879 shares of which are held in an investment retirement account. |
|
(5) |
Includes 5,518 shares issuable upon vesting of restricted stock units within 60 days after February 27, 2026. |
|
|
|
|
(6) |
Includes 2,759 shares issuable upon vesting of restricted stock units within 60 days after February 27, 2026. |
|
(7) |
In computing the aggregate number of shares beneficially owned and the aggregate percentage ownership by all directors and executive officers as a group, 1,800 shares which may be deemed to be beneficially owned by Mr. Dondero and Mr. McGraner, in each case have not been counted more than once. |
The audit committee reviewed and discussed with both the Company’s management and independent registered public accounting firm, KPMG LLP, the audited financial statements of the Company for the year ended December 31, 2025 prior to their issuance. These reviews included discussion with the independent registered public accounting firm of the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The audit committee also discussed with its independent registered public accounting firm its independence and received written communications from its independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm's independence.
Based on all of these reviews and discussions, all of the audit committee members, whose names are listed below, recommended to the Board that it approve the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC.
Members of the Audit Committee
|
Edward Constantino (Chair) |
Scott Kavanaugh |
Arthur Laffer |
Catherine Wood |
Carol Swain |
STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING OF STOCKHOLDERS
In order to be included in the Company’s proxy materials for the 2027 annual meeting of stockholders, a stockholder proposal must be received in writing by the Company at 300 Crescent Court, Suite 700, Dallas, Texas 75201 by , 2026 and otherwise comply with all requirements of the SEC for stockholder proposals.
In addition, the Company’s bylaws provide that any stockholder who desires to make a director nomination or a proposal of other business at an annual meeting without including the nomination or proposal in the Company’s proxy materials must give timely written notice of the proposal to the Company’s Secretary. To be timely, the notice must be delivered to the above address not less than 120 nor more than 150 calendar days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. In the event the annual meeting is advanced or delayed by 30 calendar days of the date of the anniversary of the preceding year’s annual meeting, the notice must be received not earlier than 150 calendar days prior to the date of the annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th calendar day prior to such annual meeting and the tenth calendar day following the day on which public announcement of the date of the annual meeting is first made. To be timely, a notice must be received no earlier than , 2026 and no later than , 2026. The notice must also describe the stockholder proposal in reasonable detail and provide certain other information required by the Company’s bylaws. A copy of the Company’s bylaws is available upon request from the Company’s Secretary.
In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 5, 2027 and comply with the disclosure and procedural requirements in connection with stockholder nominations of directors in our bylaws.
MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS
In accordance with Rule 14a-3(e)(1) under the Exchange Act, one copy of the Notice of Internet Availability of Proxy Materials or proxy materials, if requested will be delivered to two or more stockholders who share an address, unless the Company has received contrary instructions from one or more of the stockholders. The Company will deliver promptly upon written or oral request a separate copy of the Notice of Internet Availability of Proxy Materials or proxy materials to a stockholder at a shared address to which a single copy of the Notice of Internet Availability of Proxy Materials or proxy materials was delivered. Requests for additional copies of the Notice of Internet Availability of Proxy Materials or proxy materials, and requests that in the future separate copies of the Notice of Internet Availability of Proxy Materials or proxy materials be sent to stockholders who share an address, should be directed by writing to Investor Relations at c/o NexPoint Real Estate Finance, Inc., 300 Crescent Court, Suite 700, Dallas, Texas 75201, Attn: Investor Relations or by calling (214) 276-6300. In addition, stockholders who share a single address but receive multiple copies of the Notice of Internet Availability of Proxy Materials or proxy materials may request that in the future they receive a single copy by contacting the Company at the address and phone number set forth in the prior sentence.
We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. These filings are available on our website at www.nref.nexpoint.com under “SEC Filings” of the “Financials” tab. Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (excluding exhibits) including financial statements and schedules thereto, filed with the SEC are also available without charge to stockholders upon written request addressed to NexPoint Real Estate Finance, Inc. at our principal address, which is 300 Crescent Court, Suite 700, Dallas, Texas 75201, Attention: Investor Relations. Exhibits to the Annual Report on Form 10-K will be furnished upon payment of a fee of $0.25 per page to cover our expenses in furnishing the exhibits.
The Board does not know of any other matters that are to be presented for action at the Annual Meeting. If any other matters properly come before the Annual Meeting or any adjournment or postponement thereof, it is intended that the enclosed proxy will be voted in the discretion of the persons voting the proxy.
By Order of the Board of Directors,
D.C. Sauter
General Counsel and Secretary
Dallas, Texas
April , 2026
