NexPoint Real Estate Finance, Inc 8-K, filed Jul 28, 2025

NexPoint Real Estate Finance, Inc. (NREF)

8-K 2025-07-28 For: 2025-07-22

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Added on April 12, 2026

About this 8-K

NexPoint Real Estate Finance, Inc filed this 8-K on July 28, 2025, reporting on events of July 22, 2025.

Items reported

Item 1.01: Entered into a material agreement
Item 2.01: Completed an acquisition or sale of assets
Item 9.01: Financial statements and exhibits

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Maryland	001-39210	84-2178264
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	NREF	New York Stock Exchange
8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share	NREF-PRA	New York Stock Exchange

Unaudited Pro Forma Consolidated Financial Statements	2
Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2025	3
Unaudited Pro Forma Consolidated Statement of Operations for the three months ended March 31, 2025	4
Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2014	5
Notes to Unaudited Pro Forma Consolidated Financial Statements	6

	NREF Historical			Disposition of Montford				NREF Pro Forma

ASSETS
Cash and cash equivalents	$	19,224		$	27,347		A	$	46,571
Restricted cash		4,264			—		B		4,264
Real estate investments, net		120,895			(55,907	)	B		64,988
Loans, held-for-investment, net ($24,306 and $28,036 with related parties, respectively)		489,942			—				489,942
Common stock investments, at fair value ($29,289 and $30,467 with related parties, respectively)		55,975			—				55,975
Equity method investments ($1,524 and $1,504 with related parties, respectively)		1,556			—				1,556
Mortgage loans, held-for-investment, net		273,452			—				273,452
Preferred stock investments, at fair value		73,962			—				73,962
Accrued interest and dividends		40,316			—				40,316
Mortgage loans held in variable interest entities, at fair value		4,235,748			—				4,235,748
CMBS structured pass-through certificates, at fair value		39,852			—				39,852
MSCR Notes, at fair value		—			—				—
Mortgage backed securities, at fair value ($0 and $0 with related parties, respectively)		—			—				—
Stock warrant investments		42,573			—				42,573
Accounts receivable and other assets		1,000			(303	)	B		697
TOTAL ASSETS	$	5,398,759		$	(28,863	)		$	5,369,896

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Secured financing agreements, net	$	252,690		$	—			$	252,690
Master repurchase agreements		258,598			—				258,598
Unsecured notes, net		221,395			—				221,395
Mortgages payable, net		95,390			(31,890	)	B		63,500
Accounts payable and other accrued liabilities		8,725			(75	)	B		8,650
Accrued interest payable		13,036			(195	)	B		12,841
Bonds payable held in variable interest entities, at fair value	$	3,928,411		$	—			$	3,928,411
Total Liabilities		4,778,245			(32,160	)			4,746,085

Redeemable Series B Preferred stock, $0.01 par value: 16,000,000 shares authorized; 8,470,908 and 6,678,997 shares issued and 8,470,908 and 6,677,251 shares outstanding, respectively		188,999			—				188,999
Redeemable noncontrolling interests in the OP		87,808			—				87,808

Stockholders' Equity:
Noncontrolling interest in CMBS variable interest entities		3,273			—				3,273
Noncontrolling interest in subsidiary		95			—				95
Series A Preferred stock, $0.01 par value: 100,000,000 shares authorized; 1,645,000 and 2,000,000 shares issued and outstanding, respectively		16			—				16
Common stock, $0.01 par value: 500,000,000 shares authorized; 17,643,526 and 17,461,129 shares issued outstanding, respectively		176			—				176
Additional paid-in capital		387,683			—				387,683
Retained earnings (accumulated deficit)		(47,536	)		3,297		B,C		(44,239	)
Total Stockholders' Equity	$	343,707		$	3,297			$	347,004
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,398,759		$	(28,863	)		$	5,369,896

	NREF Historical			Disposition of Montford				NREF Pro Forma
Net interest income
Interest income	$	22,043		$	—			$	22,043
Interest expense		(10,534	)		—				(10,534	)
Total net interest income (loss)	$	11,509		$	—			$	11,509
Other income (loss)
Change in net assets related to consolidated CMBS variable interest entities		7,084			—				7,084
Change in unrealized gain (loss) on CMBS structured pass-through certificates		1,172			—				1,172
Change in unrealized gain (loss) on common stock investments		(1,414	)		—				(1,414	)
Change in unrealized gain (loss) on preferred stock investments		15,173			—				15,173
Change in unrealized gain (loss) on MSCR Notes		—			—				—
Change in unrealized gain (loss) on mortgage backed securities		—			—				—
Reversal of (provision for) credit losses		(3,625	)		—				(3,625	)
Dividend income		1,999			—				1,999
Other income (loss)		(70	)		—				(70	)
Realized gain		—			—				—
Loss on extinguishment of debt		(45	)		—				(45	)
Gain on deconsolidation of variable interest entity		—			—				—
Equity in income (losses) of equity method investments		53			—				53
Revenues from consolidated real estate owned		2,409			(1,091	)	AA		3,500
Total other income (loss)	$	22,736		$	(1,091	)		$	23,827
Operating expenses
General and administrative expenses		2,512			—				2,512
Loan servicing fees		321			—				321
Management fees		1,411			—				1,411
Expenses from consolidated real estate owned		4,039			(1,448	)	AA		5,487
Total operating expenses		8,283			(1,448	)			9,731
Net income (loss)	$	25,962		$	357			$	25,605
Net (income) loss attributable to Series A preferred stockholders		(874	)		—				(874	)
Net (income) loss attributable to Series B preferred stockholders		(4,407	)		—				(4,407	)
Net (income) loss attributable to redeemable noncontrolling interests		(4,163	)		—				(4,163	)
Net income (loss) attributable to common stockholders	$	16,518		$	357			$	16,161

Weighted-average common shares outstanding - basic		17,516			—				17,516
Weighted-average common shares outstanding - diluted		36,049			—				36,049

Earnings (loss) per share outstanding - basic	$	0.94		$	—			$	0.92
Earnings (loss) per share outstanding - diluted	$	0.70		$	—			$	0.69

Dividends declared per common share	$	0.5000		$	—			$	0.5000

	NREF Historical			Disposition of Montford				NREF Pro Forma
Net interest income
Interest income	$	72,507		$	—			$	72,507
Interest expense		(44,371	)		—				(44,371	)
Total net interest income	$	28,136		$	—			$	28,136
Other income (loss)
Change in net assets related to consolidated CMBS variable interest entities		36,669			—				36,669
Change in unrealized gain (loss) on CMBS structured pass-through certificates		1,925			—				1,925
Change in unrealized gain (loss) on common stock investments		(4,140	)		—				(4,140	)
Change in unrealized gain (loss) on preferred stock investments		667			—				667
Change in unrealized gain (loss) on MSCR Notes		(13	)		—				(13	)
Change in unrealized gain (loss) on mortgage backed securities		763			—				763
Reversal of (provision for) credit losses		723			—				723
Dividend income		2,009			—				2,009
Other income		748			—				748
Realized gain		691			—				691
Loss on extinguishment of debt		(488	)		—				(488	)
Gain on deconsolidation of variable interest entity		—			—				—
Equity in income (losses) of equity method investments		(3,951	)		—				(3,951	)
Revenues from consolidated real estate owned		8,864			(4,541	)	AA		4,323
Total other income (loss)	$	44,467		$	(4,541	)		$	39,926
Operating expenses
General and administrative expenses		12,812			—				12,812
Loan servicing fees		1,585			—				1,585
Management fees		3,867			—				3,867
Expenses from consolidated real estate owned		18,377			(6,401	)	AA		11,976
Total operating expenses		36,641			(6,401	)			30,240
Net income	$	35,962		$	1,860			$	37,822
Net (income) loss attributable to Series A preferred stockholders		(3,496	)		—				(3,496	)
Net (income) loss attributable to Series B preferred stockholders		(8,003	)		—				(8,003	)
Net (income) loss attributable to redeemable noncontrolling interests		(6,770	)		—				(6,770	)
Net income attributable to common stockholders	$	17,693		$	1,860			$	19,553

Weighted-average common shares outstanding - basic		17,402			—				17,402
Weighted-average common shares outstanding - diluted		17,402			—				17,402

Earnings per share outstanding - basic	$	1.02		$	—			$	1.12
Earnings per share outstanding - diluted	$	1.02		$	—			$	1.12

Dividends declared per common share	$	2.0000		$	—			$	2.0000

Gross sales price	$	60,000
Closing and transaction costs		(32,653	)
Net sales proceeds	$	27,347

Net sales proceeds	$	27,347
Less: Carrying value of Real estate assets		(55,907	)
Less: Carrying value of other assets		(303	)
Plus: Carrying value of liabilities		32,160
Pro forma gain	$	3,297


NEXPOINT REAL ESTATE FINANCE, INC.

By:		/s/ Paul Richards
		Name: Paul Richards Title: Chief Financial Officer, Executive VP-Finance, Assistant Secretary and Treasurer