8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 20, 2021

NEXPOINT REAL ESTATE FINANCE, INC.

(Exact Name Of Registrant As Specified In Charter)

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

300 Crescent Court, Suite 700

Dallas, Texas 75201

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 276-6300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 20, 2021, NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”) completed its offering of $60 million aggregate principal amount of additional 5.75% Senior Notes due 2026 (the “Additional Notes”). The Additional Notes were offered as an additional issue of the Company’s existing $75 million aggregate principal amount of 5.75% Senior Notes due 2026 that the Company issued on April 20, 2021 (the “Initial Notes”). The Additional Notes were issued under the same Indenture as the Initial Notes, dated April 13, 2021 (the “Base Indenture”), between the Company and UMB Bank, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated April 20, 2021, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Additional Notes are treated as a single class of debt securities with the Initial Notes and will have the same terms, other than the issue date and offering price.

The Base Indenture is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2021 and is incorporated herein by reference. Disclosure regarding the terms of the Initial Notes is included in, and the Supplemental Indenture is filed as Exhibit 4.1 to, the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2021, and are incorporated herein by reference. The above description of the material terms of the Indenture is not complete and is qualified in its entirety by reference to the Base Indenture and the Supplemental Indenture.

Item 8.01.	Other Events.

The Company’s stockholders previously approved the issuance of 13,758,905.9 shares of the Company’s common stock, par value $0.01 per share (the “common stock”) to related parties in connection with the redemption of the units of NexPoint Real Estate Finance Operating Partnership, L.P. (the “OP Units”) or units of the Company’s subsidiary partnerships (the “SubOP Units”) that may be redeemed for OP Units. As of the date hereof, the Company has redeemed approximately 1,479,132 OP Units for cash and issued 1,479,132 shares of common stock to the redeeming unitholders for the same cash amount. The Company expects that in early 2022, the OP will redeem approximately 8,496,144 SubOP Units held by related parties for cash and simultaneously issue approximately 8,496,144 OP Units to the redeeming unit holders for the same cash amount. Further, the Company expects that following the OP’s redemption of SubOP Units, the Company will redeem approximately 4,774,570 OP Units held by related parties for cash and simultaneously issue 4,774,570 shares of common stock to the redeeming unitholders for the same cash amount.

On December 20, 2021, the Company issued a press release announcing the closing of the Additional Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

This Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management’s current expectations, assumptions and beliefs. Forward-looking statements can often be identified by words such as “anticipate,” “estimate,” “expect,” “intend,” “may,” “should” and similar expressions, and variations or negatives of these words. These forward-looking statements include, but are not limited to, statements regarding the OP Unit and Sub OP Unit Redemption and issuances of OP Units and common stock. They are not guarantees of future results and forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement, including the ultimate geographic spread, duration and severity of the COVID-19 pandemic, and the effectiveness of actions taken, or actions that may be taken, by governmental authorities to contain the outbreak or treat its impact, as well as those described in greater detail in our filings with the Securities and Exchange Commission, particularly those specifically described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should not place undue reliance on any forward-looking statements and are encouraged to review NREF’s other filings with the SEC for a more complete discussion of risks and other factors that could affect any forward-looking statement. The statements made herein speak only as of the date of this Form 8-K and except as required by law, NREF does not undertake any obligation to publicly update or revise any forward-looking statements.

Item 9.01	Financial Statements and Exhibits

(d) Exhibits:

Exhibit<br> <br>Number	Exhibit Description
5.1	Opinion of Ballard Spahr LLP.
5.2	Opinion of Winston & Strawn LLP.
8.1	Opinion of Winston & Strawn LLP.
23.1	Consent of Ballard Spahr LLP (included in Exhibit 5.1)
23.2	Consent of Winston & Strawn LLP (included in Exhibit 5.2)
23.3	Consent of Winston & Strawn LLP (included in Exhibit 8.1)
99.1	Press Release of the Company, dated December 20, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NEXPOINT REAL ESTATE FINANCE, INC.
Date: December 20, 2021	By:	/s/ Brian Mitts
	Name:	Brian Mitts
	Title:	Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer

EX-5.1

Exhibit 5.1

December 20, 2021

NexPoint Real Estate Finance, Inc.

300 Crescent Court

Suite 700

Dallas, Texas 75201

Re:

NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”) — Issuance and sale<br>of $60 aggregate principal amount of 5.75% Senior Notes due 2026 (the “Notes”) by the Company pursuant to a Registration Statement on Form S-3 (Registration<br>No. 333-251854) originally filed with the United States Securities and Exchange Commission (the “Commission”) on December 31, 2020, as amended (the “Registration Statement”)<br>

Ladies and Gentlemen:

We have acted as Maryland corporate counsel to the Company in connection with the registration of the Notes under the Securities Act of 1933, as amended (the “Act”), under the Registration Statement. You have requested our opinion with respect to the matters set forth below.

In our capacity as Maryland corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1.	the corporate charter of the Company (the “Charter”) represented by Articles of Incorporation filed<br>with the State Department of Assessments and Taxation of Maryland (the “Department”) on June 7, 2019, Articles of Amendment filed with the Department on June 20, 2019, Articles of Amendment filed with the Department on<br>July 12, 2019, Articles of Amendment and Restatement filed with the Department on February 3, 2020, Articles Supplementary filed with the Department on July 20, 2020 and Articles Supplementary filed with the Department on<br>March 31, 2021;
2.	the Bylaws of the Company, adopted on or as of June 10, 2019, the Amended and Restated Bylaws of the<br>Company, adopted on or as of February 3, 2020, and the Amended and Restated Bylaws of the Company, adopted on or as of May 4, 2021 (collectively, the “Bylaws”);
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3.	Written Consent of Sole Director in Lieu of Organization Meeting, dated as of June 10, 2019 (the<br>“Organizational Resolutions”);
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4.	resolutions adopted by the board of directors of the Company on or as of April 13, 2021 and<br>December 13, 2021, which, among other things, authorized the issuance of the Notes (the “Directors’ Resolutions”);
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BALLARD SPAHR LLP

NexPoint Real Estate Finance, Inc.

December 20, 2021

Page 2

5.	the Indenture, dated as of April 13, 2021 (the “Base Indenture”), by and between the Company and<br>UMB Bank, National Association (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 20, 2021, by and between the Company and the Trustee, establishing the form and terms of the Notes (the<br>“Supplemental Indenture”, and together with the Base Indenture, the “Indenture”);
6.	the global note, dated as of December 20, 2021, representing the Notes and registered in the name of<br>Cede & Co., the nominee of The Depository Trust Company (the “Global Note”);
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7.	a certificate of one or more officers of the Company, dated as of December 20, 2021 (the<br>“Officers’ Certificate”), to the effect that, among other things, the copies of the Charter, the Bylaws, the Organizational Resolutions and the Directors’ Resolutions are true, correct and complete, have not been rescinded or<br>modified and are in full force and effect on the date of the Officers’ Certificate, and certifying as to the form, approval, execution and delivery of the Indenture and the Global Note;
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8.	the Registration Statement and the related base prospectus and prospectus supplement included therein, in<br>substantially the form filed or to be filed with the Commission pursuant to the Act;
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9.	a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly<br>incorporated and existing under the laws of the State of Maryland; and
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10.	such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary to<br>render this opinion, subject to the limitations, assumptions and qualifications noted below.
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In reaching the opinions set forth below, we have assumed the following:

(a)	each person executing any instrument, document or agreement on behalf of any party (other than the Company) is<br>duly authorized to do so;
(b)	each natural person executing any instrument, document or agreement is legally competent to do so;<br>
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(c)	all Documents submitted to us as originals are authentic; the form and content of all Documents submitted to us<br>as unexecuted drafts do not, and will not, differ in any respect relevant to this opinion from the form and content of such documents as executed and delivered; all Documents submitted to us as certified or photostatic copies conform to the original<br>documents; all signatures on all Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; all representations, warranties, statements and information contained in the Documents are true and<br>complete; there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the Documents by action or omission of the parties or otherwise;
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BALLARD SPAHR LLP

NexPoint Real Estate Finance, Inc.

December 20, 2021

Page 3

(d)	all certificates submitted to us, including but not limited to the Officers’ Certificate, are true,<br>correct and complete both when made and as of the date hereof;
(e)	the Notes will be issued under, and subject to the terms of, the Indenture; and
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(f)	the Notes will be issued in book-entry form, represented by the Global Note, and have been authenticated by the<br>Trustee in accordance with and subject to the terms of the Indenture.
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Based on the foregoing, and subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:

(i)	The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws<br>of the State of Maryland.
(ii)	The Company has the corporate power to create the obligation evidenced by the Notes.
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(iii)	The Notes have been duly authorized for issuance by the Company.
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The foregoing opinion is limited to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

This opinion letter is issued as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after the date hereof.

We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Notes, which is incorporated by reference in the Registration Statement, and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Notes. We also consent to the identification of our firm as Maryland counsel to the Company in the section of the Registration Statement entitled “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.

Very truly yours,
/s/ Ballard Spahr LLP

EX-5.2

Exhibit 5.2

December 20, 2021

NexPoint Real Estate Finance, Inc.

300 Crescent Court, Suite 700

Dallas, Texas 75201

Re:	$60,000,000 of 5.75% Senior Notes due 2026 of NexPoint Real Estate Finance, Inc.

Ladies and Gentlemen:

We have acted as counsel to NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of (i) the registration statement on Form S-3 (File No. 333-251854) (the “Registration Statement”) which was declared effective by the Securities and Exchange Commission (the “Commission”) on March 31, 2021, (ii) the prospectus dated March 31, 2021 forming a part of the Registration Statement, together with the documents incorporated therein by reference (the “Base Prospectus”), (iii) the preliminary prospectus supplement in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on December 16, 2021 and (iv) the final prospectus supplement dated December 16, 2021 in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act on December 17, 2021 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) in connection with the Company’s offering of $60 million aggregate principal amount of 5.75% Senior Notes due 2026 (the “Additional Notes”).

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinion set forth below, we have examined and relied upon such certificates, corporate records, agreements, instruments and other documents that we considered necessary or appropriate as a basis for the opinion, including the Registration Statement, the Prospectus and the forms of the documents referred to in the Prospectus. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that, assuming the Company is validly existing, has the power to create the Additional Notes and has taken the required steps to authorize entering into the Additional Notes under the laws of the jurisdiction of its organization, the Additional Notes constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and equitable principles that may limit the right to specific enforcement of remedies.

The foregoing opinion is limited to the laws of the State of New York. We express no opinion with respect to any other laws, statutes, regulations or ordinances.

In rendering this opinion, we have assumed, without independent investigation, the correctness of, and take no responsibility for, the opinion dated December 20, 2021 of Ballard Spahr LLP, Maryland counsel to the Company, a copy of which shall be filed with the Company’s Current Report on Form 8-K dated the date hereof as Exhibit 5.1 thereto, as to all matters of law covered therein relating to the laws of Maryland.

We hereby consent to the filing of this opinion as Exhibit 5.2 to this Current Report on Form 8-K and to the references to our firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not concede that we are experts within the meaning of the Securities Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Securities Act.

Very truly yours,
/s/ Winston & Strawn LLP

EX-8.1

Exhibit 8.1

December 20, 2021

NexPoint Real Estate Finance, Inc.

300 Crescent Court, Suite 700

Dallas, Texas 75201

Ladies and Gentlemen:

We have acted as counsel to NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), in connection with the offering by the Company of $60,000,000 in aggregate principal amount of its 5.75% Senior Notes due 2026 (the “Notes”). The Notes are included in the Company’s registration statement on Form S-3 (Registration No. 333-251854), in the form originally filed with the Securities and Exchange Commission on December 31, 2020 and amended on March 3, 2021 and March 26, 2021 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), and the final prospectus supplement, dated December 16, 2021 (“Prospectus Supplement”), to the base prospectus forming part of the Registration Statement, dated March 31, 2021 (together with the documents incorporated by reference therein, the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”), with the Prospectus forming part of the Registration Statement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Prospectus.

In connection with our opinion, we have reviewed and are relying upon:

(i)	the Company’s Articles of Amendment and Restatement, dated as of February 3, 2020, as amended (the<br>“Charter”);
(ii)	the articles supplementary to the Charter, dated July 20, 2020 and the articles supplementary to the<br>Charter, dated March 31, 2021;
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(iii)	the Amended and Restated Limited Partnership Agreement of the OP, as amended, in effect as of the date hereof;<br>
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(iv)	the Contribution and Assignment of Interests Agreement, by and among SFR WLIF, LLC, Series I, a Delaware series<br>limited liability company, NexPoint Real Estate Strategies Fund, a continuously offered, non-diversified, closed-end management investment company, Highland Global<br>Allocation Fund, a diversified, closed-end management investment company, NREF OP I, L.P., a Delaware limited partnership, NREF OP I Holdco, LLC, a Delaware limited liability company, NREF OP I SubHoldco, LLC,<br>a Delaware limited liability company, SFR WLIF, LLC, Series II, a Delaware series limited liability company, Highland Income Fund, a non-diversified, closed-end<br>management investment company, NexPoint Capital, Inc., a Delaware corporation, NREF OP II, L.P., a Delaware limited partnership, NREF OP II
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December 20, 2021

Page 2

Holdco, LLC, a Delaware limited liability company, NREF OP II SubHoldco, LLC, a Delaware limited liability company, NREC TRS, Inc., a Texas corporation, NexPoint Real Estate Capital, LLC, a<br>Delaware limited liability company, NRESF REIT Sub, LLC, a Delaware limited liability company, NexPoint Capital REIT, LLC, a Delaware limited liability company, NexPoint Strategic Opportunities Fund, a<br>non-diversified, closed-end management investment company, NREF OP IV, L.P., a Delaware limited partnership (“NREF OP IV”), NREF OP IV REIT Sub, LLC, a<br>Delaware limited liability company (“NREF OP IV REIT Sub”), and NREF OP IV REIT Sub TRS, LLC, a Delaware limited liability company (“NREF OP IV REIT Sub TRS”);
(v)	the Amended and Restated Limited Partnership Agreement of NREF OP IV, as amended, in effect as of the date<br>hereof;
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(vi)	the Limited Liability Company Agreement of NREF OP IV REIT Sub, dated October 8, 2019, as amended by the<br>first amendment thereto, dated March 9, 2021;
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(vii)	the Limited Liability Company Agreement of NREF OP IV REIT Sub TRS, dated October 8, 2019;<br>
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(viii)	the Registration Statement and the Prospectus;
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(ix)	an executed copy of the Underwriting Agreement, dated December 16, 2021 (the “Underwriting<br>Agreement”) entered into by the Company, NexPoint Real Estate Finance, L.P., NexPoint Real Estate Advisors VII, L.P., and Raymond James & Associates, Inc. (as representative of the several underwriters); and
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(x)	the indenture governing the Notes, dated April 13, 2021, by and between the Company and UMB Bank, National<br>Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated April 20, 2021 between the Company and the Trustee,
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together with such other documents, records and instruments that we have deemed necessary or appropriate for purposes of our opinion, and have assumed their accuracy as of the date hereof. For purposes of our review we have also assumed the authenticity of all documents we have examined as well as the genuineness of signatures and the validity of the indicated capacity of each party executing a document. In addition, we have relied upon the representations contained in a certificate, dated as of the date hereof (the “Officer’s Certificate”), executed by a duly appointed officer of the Company, setting forth certain representations relating to the organization and operation of the Company.

December 20, 2021

Page 3

In our capacity as counsel to the Company we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. For purposes of our opinion, we have not made an independent investigation or audit of the facts set forth in the above referenced documents or in the Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents, and the conformity to authentic original documents of all documents submitted to us as copies.

Our opinion is based upon the current provisions of the Code, Treasury Regulations promulgated thereunder, current administrative rulings, judicial decisions, and other applicable authorities, all as in effect on the date hereof. All of the foregoing authorities are subject to change or new interpretation, both prospectively and retroactively, and such changes or interpretation, as well as changes in the facts as they have been represented to us or assumed by us, could affect our opinion. Our opinion is rendered only as of the date hereof and we undertake no responsibility to update this opinion after this date. Our opinion does not foreclose the possibility of a contrary determination by the Internal Revenue Service (the “IRS”) or by a court of competent jurisdiction, or of a contrary position by the IRS or Treasury Department in regulations or rulings issued in the future.

Based on the foregoing, and subject to the limitations, qualifications and exceptions set forth herein, we are of the opinion that:

(1)	commencing with the Company’s taxable year ended December 31, 2020, the Company has been organized<br>and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and the Company’s current and proposed method of operation will enable it to satisfy the requirements for qualification and taxation<br>as a REIT under the Code for its taxable year ending December 31, 2021 and subsequent taxable years; and
(2)	the statements set forth in the Base Prospectus constituting part of the Registration Statement under the<br>caption “Material U.S. Federal Income Tax Considerations” and in the Prospectus Supplement under the caption “Supplemental Material United States Federal Income Tax Considerations” insofar as such statements purport to summarize<br>United States federal income tax laws or provisions of documents referred to therein, present fair summaries of such laws and documents in all material respects.
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The Company’s qualification and taxation as a REIT depend upon the Company’s ability to meet on a continuing basis, through actual annual operating and other results, the various requirements under the Code with regard to, among other things, the sources of gross income, the composition of assets, the level of distributions to stockholders, and the diversity of its stock ownership. Winston & Strawn LLP undertakes no responsibility to review, and will not review, the Company’s compliance with these requirements on a continuing basis. Accordingly, no assurance can be given that the actual results of the Company’s operations, the nature of its assets, the amount and types of its gross income, the level of its distributions to stockholders and the diversity of its stock ownership for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT.

December 20, 2021

Page 4

Other than as expressly stated above, we express no opinion on any issue relating to the Company or to any investment therein.

We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the reference to us under the captions “Material U.S. Federal Income Tax Considerations” and “Legal Matters” in the Prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,
/s/ Winston & Strawn LLP

EX-99.1

Exhibit 99.1

NexPoint Real Estate Finance, Inc. Announces Closing of $60 Million Offering of 5.75% Senior Unsecured Notes due 2026

Dallas, TX, December 20, 2021 – NexPoint Real Estate Finance, Inc. (NYSE: NREF) (“NREF” or the “Company”) announced today that it has closed its previously announced underwritten public offering of **** $60 million aggregate principal amount of its 5.75% Senior Unsecured Notes due 2026 (the “Additional Notes”). The Additional Notes were issued at a price of 102.758% of par with a yield to maturity of 5.036%. The Additional Notes were an additional issuance of the Company’s existing $75 million aggregate principal amount of its 5.75% Senior Unsecured Notes due 2026 (the “Initial Notes”) and the Additional Notes were issued under the same indenture as the Initial Notes, were treated as a single class of debt securities with the Initial Notes and had the same terms as the Initial Notes, other than the issue date and offering price.

The Company intends to contribute the net proceeds from this offering into its operating partnership, NexPoint Real Estate Finance Operating Partnership, L.P. (the “OP”), in exchange for OP units. The OP intends to use the net proceeds from this offering to acquire investments that fit within the Company’s investment strategy.

Raymond James acted as sole book-running manager for the offering. The Company made this offering pursuant to a shelf registration statement that became effective on March 31, 2021. This offering was made solely by means of a prospectus and prospectus supplement, copies of which may be obtained from Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, FL 33716, telephone (800) 248-8863, email: prospectus@raymondjames.com or through the SEC’s website at www.sec.gov.

About NexPoint Real Estate Finance, Inc.

NexPoint Real Estate Finance, Inc. is a publicly traded REIT with its shares listed on the New York Stock Exchange under the symbol “NREF.” NREF is primarily focused on originating, structuring and investing in first mortgage loans, mezzanine loans, preferred equity and alternative structured financings in commercial real estate properties, as well as multifamily commercial mortgage backed securities.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management’s current expectations, assumptions and beliefs. Forward-looking statements can often be identified by words such as “anticipate,” “estimate,” “expect,” “intend,” “may,” “should” and similar expressions, and variations or negatives of these words. These forward-looking statements include, but are not limited to, statements regarding the intended use of proceeds. They are not guarantees of future results and forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement, including the ultimate geographic spread, duration and severity of the COVID-19 pandemic, and the effectiveness of actions taken, or actions that may be taken, by governmental

authorities to contain the outbreak or treat its impact, as well as those described in greater detail in our filings with the Securities and Exchange Commission, particularly those specifically described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should not place undue reliance on any forward-looking statements and are encouraged to review NREF’s other filings with the SEC for a more complete discussion of risks and other factors that could affect any forward-looking statement. The statements made herein speak only as of the date of this press release and except as required by law, NREF does not undertake any obligation to publicly update or revise any forward-looking statements.

Contact:

NexPoint Real Estate Finance, Inc.

Investor Relations

Jackie Graham

JGraham@nexpoint.com

833.463.6697