James Dondero - Feb 21, 2025 Form 4 Insider Report for NexPoint Real Estate Finance, Inc. (NREF)

Role: President, Director, 10%+ Owner
Signature: /s/ Matthew McGraner, as attorney-in-fact for James Dondero
Stock symbol: NREF
Transactions as of: Feb 21, 2025
Transactions value $: $0
Form type: 4
Date filed: 2/25/2025, 05:20 PM
Previous filing: Feb 24, 2025
Next filing: Mar 17, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NREF	Common Stock	Options Exercise		+17.3K	+8.43%		223K	Feb 21, 2025	Direct	F1, F2
transaction	NREF	Common Stock	Options Exercise		+15.8K	+7.11%		239K	Feb 22, 2025	Direct	F1
holding	NREF	Common Stock						5.69M	Feb 21, 2025	See Footnote	F3
holding	NREF	Common Stock						2.86M	Feb 21, 2025	See Footnote	F4
holding	NREF	Common Stock						241K	Feb 21, 2025	See Footnote	F2, F5
holding	NREF	Common Stock						1.8K	Feb 21, 2025	See Footnote	F6
holding	NREF	Common Stock						210K	Feb 21, 2025	By Trust	F2, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NREF	Restricted Stock Units	Options Exercise	$0	-17.3K	-50%	$0.00	17.3K	Feb 21, 2025	Common Stock	17.3K		Direct	F1, F8
transaction	NREF	Restricted Stock Units	Options Exercise	$0	-15.8K	-100%	$0.00	0	Feb 22, 2025	Common Stock	15.8K		Direct	F1, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Real Estate Finance, Inc. (the "Issuer").
F2	Includes shares acquired under dividend reinvestment plan.
F3	1,322,385 shares are held by Highland Global Allocation Fund and 4,372,286 shares are held by Highland Opportunities and Income Fund. These entities are managed by NexPoint Asset Management, L.P. ("NexPoint Asset Management"). Mr. Dondero is the sole stockholder and director of Strand Advisors XVI, Inc., NexPoint Asset Management's general partner, and may be deemed to be an indirect beneficial owner of securities held by NexPoint Asset Management. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F4	2,100,000 shares are held by NexPoint Real Estate Opportunities, LLC, which is wholly owned by NexPoint Diversified Real Estate Trust Operating Partnership, L.P., which is wholly owned by NexPoint Diversified Real Estate Trust, 281,817 shares are held by NexPoint Real Estate Strategies Fund and 481,669 shares are held by NexPoint Capital, Inc. These entities are managed or advised, directly or indirectly, by NexPoint Advisors, L.P. ("NP"). Mr. Dondero is the sole member of NP's general partner, and may be deemed to be an indirect beneficial owner of securities held by NP. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F5	29,207 shares are held by a company which is an indirect wholly owned subsidiary of a trust of which Mr. Dondero is the beneficiary. The remaining shares of common stock are held directly by the trust. Mr. Dondero disclaims beneficial ownership of the shares held directly or indirectly by the trust except to the extent of his pecuniary interest therein.
F6	These shares are held by a limited liability company in which the trust referenced in footnote 5 to this Form 4 owns a majority interest. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F7	These shares are held by a trust. Mr. Dondero disclaims beneficial ownership of such shares.
F8	On February 21, 2022, the reporting person was granted 69,235 restricted stock units. The restricted stock units vested one-fourth on February 21, 2023, one-fourth on February 21, 2024, and one-fourth on February 21, 2025 and will vest one-fourth on February 21, 2026. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
F9	On February 22, 2021, the reporting person was granted 63,357 restricted stock units. The restricted stock units vested one-fourth on February 22, 2022, one-fourth on February 22, 2023, one-fourth on February 22, 2024 and one-fourth on February 22, 2025. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.