DEF 14A of NexPoint Residential Trust, Inc., Apr 10, 2026

DEF 14A of NexPoint Residential Trust, Inc.

Filed Apr 10, 2026 · FY20250001437749-26-012026

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    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.

  2. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Mr. Dondero | Mr. Mitts | Mr. Constantino | Mr. Kavanaugh | Dr. Laffer | Dr. Swain | Ms. Wood | | Executive Leadership | X | X | | X | X | X | X | | Real Estate/REIT Experience | X | X | X | X | X | X | X | | Business Operations | X | X | | X | X | X | X | | Strategic Development/Planning | X | X | | X | X | X | X | | Corporate Governance | X | X | X | X | X | X | X | | Financial and Accounting | X | X | X | X | X | X | X | | Risk Management | X | X | X | X | X | | X | | Capital Markets/Financial Services | X | X | | X | X | | X | | Technology, including Cybersecurity and AI Governance | X | | | X | X | | X | | Sustainability, including Environmental and Human Capital | X | | | X | X | | X |

  3. PROPOSAL 1 – ELECTION OF DIRECTORS

    | | Mr. Dondero | Mr. Mitts | Mr. Constantino | Mr. Kavanaugh | Dr. Laffer | Dr. Swain | Ms. Wood | | Independent | | | | | | | | | Independent | | | X | X | X | X | X | | Age Range | | | | | | | | | 59 and under | | X | | | | | | | 60-64 | X | | | | | | | | 65-69 | | | | X | | | | | 70 and older | | | X | | X | X | X | | Tenure on Board | | | | | | | | | 0-5 years | | | | | | X | X | | 6-10 years | | | | | | | | | 11 years or more | X | X | X | X | X | | |

  4. PROPOSAL 1 – ELECTION OF DIRECTORS

    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.

  5. Nominees to be elected for terms expiring at the Annual Meeting in 2027

    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 the Board since May 2015. Mr. Dondero also serves as the President and Chairman of the board of directors of NexPoint Real Estate Finance, Inc. (“NREF”), a publicly traded commercial mortgage real estate investment trust (“REIT”), since February 2020, and as Chairman of the board of directors of VineBrook Homes Trust, Inc. (“VineBrook”), a single-family rental 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. Mr. Dondero has also served as President of NexPoint Diversified Real Estate Trust (“NXDT”), a publicly traded diversified REIT, since May 2015 and has served as Chairman of the board of trustees of NXDT since July 2022 as well as a member of the board of directors of NexPoint Homes Trust, Inc. (“NXHT”), a single-family rental REIT, since June 2022. Mr. Dondero is also: founder and president of NexPoint Advisors, L.P. (our “Sponsor”), an investment advisor registered with the Securities and Exchange Commission (the “SEC”); a member of the board of directors of NexBank, a Texas state chartered bank (“NexBank”); 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”), both of which are affiliates of NexPoint Real Estate Advisors, L.P. (our “Adviser”). Mr. Dondero also served on the board of directors of MGM Studios from 2009 until 2020. NREF, VineBrook, NXDT, NXHT, our Sponsor, NexBank, NexBank Capital, NexPoint Capital and NRESF 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 the 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 the Board since September 2014. Mr. Mitts served as our Chief Financial Officer, Executive VP-Finance and Treasurer from March 2015 to December 2024 and as Secretary from February 2019 to December 2024. From September 2014 to March 2015, Mr. Mitts served as our President and Treasurer. Mr. Mitts co-founded our Adviser, as well as NXRT, NREF and other real estate businesses with Mr. McGraner and Mr. Dondero. Prior to co-founding our Adviser, NXRT and NREF, 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, the parent of NREA. He worked for NREA or its affiliates from 2007 to 2024. Mr. Mitts served as the Chief Financial Officer, Executive Vice President-Finance, Secretary and Treasurer of NREF from February 2020 to December 2024 and has served as a member of the board of directors of NREF since June 2019. Mr. Mitts also served as President and Treasurer of NREF from June 2019 until February 2020. Mr. Mitts also served as the Chief Financial Officer, Executive VP-Finance, Treasurer and Corporate Secretary of NHT from December 2018 to December 2024. In addition, he has served as a director of VineBrook since July 2018 and 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 as Chief Executive Officer from February 2024 to August 2024. From July 2018 to October 2018, Mr. Mitts served as President and Treasurer of VineBrook and from September 2021 to February 2023, Mr. Mitts served as Interim President of VineBrook. From November 2020 to December 2024, Mr. Mitts also 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 of NXDT from July 2022 to 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 to December 2024 and additionally as Chief Executive Officer, Chief Financial Officer, and Assistant Secretary from June 2022 to December 2024. NREF, VineBrook, NXDT, NXHT and NSP may be affiliates of the Company. Mr. Mitts was selected to serve on the 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 the Board since March 2015. Mr. Constantino has served as a member of the board of directors of NREF since February 2020, 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 the Board because of his extensive accounting experience, particularly in the real estate field.

  6. Nominees to be elected for terms expiring at the Annual Meeting in 2027

    Scott Kavanaugh, age 65, has served as a member of the Board since March 2015. Mr. Kavanaugh has served as a member of the board of directors of NREF since February 2020, 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 an 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 to 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 to 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 May 2015. Dr. Laffer has served as a member of the board of directors of NREF since February 2020, 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 to 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 served as a director 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 our Board since August 2022. In addition, she has served as a member of the board of directors of VineBrook, as a member of the board of directors of NREF, 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 boards of directors of NREF and VineBrook since July 2020, 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.

  7. Board of Directors

    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.

  8. Director Compensation

    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:

  9. Director Compensation

    | ● | 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 (“RSUs”); |

  10. Director Compensation

    | ● | the chair of the audit committee receives an additional annual fee payable in cash equal to $15,000; |

  11. Director Compensation

    | ● | the chair of the compensation committee receives an additional annual fee payable in cash equal to $7,500; |

  12. Director Compensation

    | ● | the chair of the nominating and corporate governance committee receives an additional annual fee payable in cash equal to $7,500; and |

  13. Director Compensation

    | ● | the lead independent director receives an additional annual fee payable in cash equal to $10,000. |

  14. Director Compensation

    We also reimburse directors for all expenses incurred in attending Board and committee meetings.

  15. Director Compensation Table

    Director Compensation Table The following table provides information regarding the compensation of our non-management directors for the year ended December 31, 2025.

  16. Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS(1) | TOTAL | | James Dondero(2) | — | — | — | | Brian Mitts | $20,000 | $116,655 | $136,655 | | Edward Constantino | $35,000 | $116,655 | $151,655 | | Scott Kavanaugh | $37,500 | $116,655 | $154,155 | | Dr. Arthur Laffer | $27,500 | $116,655 | $144,155 | | Dr. Carol Swain | $20,000 | $116,655 | $136,655 | | Catherine Wood | $20,000 | $116,655 | $136,655 |

  17. Director Compensation Table

    | (1) Consists of RSUs granted on May 22, 2025. The RSUs that were granted on May 22, 2025 will vest on May 22, 2026, the first anniversary of the grant date. The grant date fair value of each award was equal to the closing price of the Company’s common stock on the date of grant as calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“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 7 to our consolidated financial statements included in our 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 3,429 RSUs and Mr. Mitts held an additional 31,541 RSUs received during his service as an executive officer of the Company. |

  18. Director Compensation Table

    | (2) 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. |

  19. Qualifications for Director Nominees

    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.

  20. Equity Compensation

    Equity Compensation The compensation committee may from time to time pursuant to the Company’s 2025 Long Term Incentive Plan (the “2025 LTIP”) grant our named executive officers equity-based awards, including options to purchase shares of our common stock, stock appreciation rights, restricted shares, RSUs, performance awards and other equity-based awards relating to our common stock. These awards are intended to align the recipients’ interests with those of our stockholders by allowing the recipient to share in the creation of value for our stockholders through capital appreciation and dividends. These equity awards are generally subject to vesting requirements over a number of years, and are designed to promote the retention of management and achievement of strong performance for the Company. These awards provide a further benefit to us by enabling our Adviser to attract, motivate and retain talented individuals to serve as our executive officers. The compensation committee does not use a specific formula to calculate the number of equity awards and other rights awarded to our named executive officers under our 2025 LTIP. In addition, the compensation committee does not explicitly set future award levels/opportunities on the basis of what the named executive officers earned from prior awards. Rather, the compensation committee takes into account a variety of factors, including the financial performance of the Company during the prior fiscal year, current market conditions, the performance of each named executive officer, the desire to continue to align the interests of each of our named executive officers with our stockholders, general market practices of our peers and similarly sized companies, as well as the recommendations of our President, in determining the specific amounts to be granted to an individual, if any. Our small employee population may result in the majority of equity awards granted in a given year being granted to our named executive officers, which explains why the concentration of equity our named executive officers receive relative to the total equity the Company grants is high. We believe our compensation policies are particularly appropriate since we are an externally managed REIT. REIT regulations require us to pay at least 90% of our REIT taxable income to stockholders as dividends. As a result, we believe that our common stockholders are principally interested in receiving attractive risk-adjusted dividends and growth in dividends and market capitalization. Accordingly, we want to provide an incentive to our named executive officers that rewards success in achieving these goals. Since we generally do not have the ability to retain earnings, we believe that equity-based awards serve to align the interests of our named executive officers with the interests of our stockholders. Additionally, we believe that equity-based awards are consistent with our stockholders’ interest in market capitalization growth as these individuals will be incentivized to grow our market capitalization for stockholders over time. We believe that this alignment of interests provides an incentive to our named executive officers to implement strategies that will enhance our overall performance and promote growth in dividends and growth in our market capitalization. For the fiscal year 2025, our compensation committee made one grant of RSUs to each of our named executive officers pursuant to the 2025 LTIP, which vest one-fifth on the first anniversary of the grant date, one-fifth on February 15, 2027, one-fifth on February 15, 2028 and two-fifths on February 15, 2029. These grants are described in more detail below under “–Grants of Plan Based Awards in 2025.”

  21. Pension Benefits

    Pension Benefits We do not provide any of our officers with pension benefits.

  22. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not provide any of our officers with any nonqualified deferred compensation plans.

  23. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    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 or release of earnings 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.

  24. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation paid to or accrued by those named executive officers for whom we are able to quantify such compensation for services the named executive officer rendered to us during the fiscal years presented.

  25. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | STOCK AWARDS ($)(2) | TOTAL ($) | | James Dondero President and Chairman | 2025 | $3,329,980 | $3,329,980 | | | 2024 | $3,452,019 | $3,452,019 | | | 2023 | $3,271,489 | $3,271,489 | | Paul Richards Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary | 2025 | $364,524 | $364,524 | | Matt McGraner | 2025 | $3,329,980 | $3,329,980 | | Executive VP and Chief Investment Officer | 2024 | $3,452,019 | $3,452,019 | | | 2023 | $3,145,434 | $3,145,434 | | D. C. Sauter | 2025 | $364,524 | $364,524 | | General Counsel and Secretary | 2024 | $382,696 | $382,696 | | | 2023 | $410,789 | $410,789 |

  26. Summary Compensation Table

    | (1) The named executive officers are employees of our Adviser or its affiliates and are not paid cash compensation by us. |

  27. Summary Compensation Table

    | (2) The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of RSUs, calculated in accordance with FASB 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 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for information regarding the assumptions made in determining these values. |

  28. Grants of Plan Based Awards in 2025

    Grants of Plan Based Awards in 2025 The following table contains information regarding grants of plan-based awards to our named executive officers during the year ended December 31, 2025.

  29. Grants of Plan Based Awards in 2025

    | NAME | GRANT DATE | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK (#) | GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(1) | | James Dondero | 5/22/2025 | 97,883 | 3,329,980 | | Paul Richards | 5/22/2025 | 10,715 | 364,524 | | Matt McGraner | 5/22/2025 | 97,883 | 3,329,980 | | D.C. Sauter | 5/22/2025 | 10,715 | 364,524 |

  30. Grants of Plan Based Awards in 2025

    | (1) Represents the aggregate grant date fair value, calculated in accordance with FASB 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 7 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 for information regarding the assumptions made in determining these values. |

  31. Grants of Plan Based Awards in 2025

    The 2025 LTIP authorizes the compensation committee of our Board to provide equity-based compensation in the form of stock options, appreciation rights, restricted shares, RSUs, performance shares, performance units and certain other awards denominated or payable in, or otherwise based on, the Company’s common stock or factors that may influence the value of the Company’s common stock, plus cash incentive awards, for the purpose of providing our officers, our non-management directors, and potentially certain non-employees who perform employee-type functions, incentives and rewards for performance.

  32. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table contains information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.

  33. Outstanding Equity Awards at Fiscal Year-End

    | | STOCK AWARDS | | | NAME | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) | | James Dondero | 266,360(3) | $8,017,436 | | Paul Richards | 20,822(4) | $626,742 | | Matt McGraner | 267,695(5) | $8,057,620 | | D.C. Sauter | 30,268(6) | $911,067 |

  34. Outstanding Equity Awards at Fiscal Year-End

    | (1) Consists of RSUs granted under the 2025 LTIP and the Company’s 2016 Long Term Incentive Plan (the “2016 LTIP”). As of the date of adoption of the 2025 LTIP, no further awards can be made under the 2016 LTIP. |

  35. Outstanding Equity Awards at Fiscal Year-End

    | (2) Market value is based on the closing price of our common stock as of December 31, 2025 ($30.10), the last trading day of the year. |

  36. Outstanding Equity Awards at Fiscal Year-End

    | (3) Consists of RSUs granted on February 18, 2021, February 17, 2022, March 28, 2023, March 13, 2024 and May 22, 2025. With respect to the RSUs granted on February 18, 2021, as of December 31, 2025, there were 11,939 RSUs not vested, which vested on February 18, 2026. With respect to the RSUs granted on February 17, 2022, as of December 31, 2025, there were 17,620 RSUs not vested, which vested one-half on February 17, 2026, and which will vest one-half on February 17, 2027. With respect to the RSUs granted on March 28, 2023, as of December 31, 2025, there were 49,518 RSUs not vested, which vested one-third on March 28, 2026, and which will vest one-third on March 28, 2027 and one-third on March 28, 2028. With respect to the RSUs granted on March 13, 2024, as of December 31, 2025, there were 89,400 RSUs not vested, which vested one-fourth on March 13, 2026, and which will vest one-fourth on March 13, 2027, one-fourth on March 13, 2028 and one-fourth on March 13, 2029. With respect to the RSUs granted on May 22, 2025, as of December 31, 2025, there were 97,883 RSUs not vested, which will vest one-fifth on May 22, 2026, one-fifth on February 15, 2027, one-fifth on February 15, 2028 and two-fifths on February 15, 2029. |

  37. Outstanding Equity Awards at Fiscal Year-End

    | (4) Consists of RSUs granted on February 18, 2021, February 17, 2022, March 28, 2023, March 13, 2024 and May 22, 2025. With respect to the RSUs granted on February 18, 2021, as of December 31, 2025, there were 692 RSUs not vested, which vested on February 18, 2026. With respect to the RSUs granted on February 17, 2022, as of December 31, 2025, there were 909 RSUs not vested, which vested one-half on February 17, 2026, and which will vest one-half on February 17, 2027. With respect to the RSUs granted on March 28, 2023, as of December 31, 2025, there were 2,842 RSUs not vested, which vested one-third on March 28, 2026, and which will vest one-third on March 28, 2027 and one-third on March 28, 2028. With respect to the RSUs granted on March 13, 2024, as of December 31, 2025, there were 5,664 RSUs not vested, which vested one-fourth on March 13, 2026, and which will vest one-fourth on March 13, 2027, one-fourth on March 13, 2028 and one-fourth on March 13, 2029. With respect to the RSUs granted on May 22, 2025, as of December 31, 2025, there were 10,715 RSUs not vested, which will vest one-fifth on May 22, 2026, one-fifth on February 15, 2027, one-fifth on February 15, 2028 and two-fifths on February 15, 2029. |

  38. Outstanding Equity Awards at Fiscal Year-End

    | (5) Consists of RSUs granted on February 18, 2021, February 17, 2022, March 28, 2023, March 13, 2024 and May 22, 2025. With respect to the RSUs granted on February 18, 2021, as of December 31, 2025, there were 15,182 RSUs not vested, which vested on February 18, 2026. With respect to the RSUs granted on February 17, 2022, as of December 31, 2025, there were 17,620 RSUs not vested, which vested one-half on February 17, 2026, and which will vest one-half on February 17, 2027. With respect to the RSUs granted on March 28, 2023, as of December 31, 2025, there were 47,610 RSUs not vested, which vested one-third on March 28, 2026, and which will vest one-third on March 28, 2027 and one-third on March 28, 2028. With respect to the RSUs granted on March 13, 2024, as of December 31, 2025, there were 89,400 RSUs not vested, which vested one-fourth on March 13, 2026, and which will vest one-fourth on March 13, 2027, one-fourth on March 13, 2028 and one-fourth on March 13, 2029. With respect to the RSUs granted on May 22, 2025, as of December 31, 2025, there were 97,883 RSUs not vested, which will vest one-fifth on May 22, 2026, one-fifth on February 15, 2027, one-fifth on February 15, 2028 and two-fifths on February 15, 2029. |

  39. Outstanding Equity Awards at Fiscal Year-End

    | (6) Consists of RSUs granted on February 18, 2021, February 17, 2022, March 28, 2023, March 13, 2024 and May 22, 2025. With respect to the RSUs granted on February 18, 2021, as of December 31, 2025, there were 1,436 RSUs not vested, which vested on February 18, 2026. With respect to the RSUs granted on February 17, 2022, as of December 31, 2025, there were 1,989 RSUs not vested, which vested one-half on February 17, 2026, and which will vest one-half on February 17, 2027. With respect to the RSUs granted on March 28, 2023, as of December 31, 2025, there were 6,217 RSUs not vested, which vested one-third on March 28, 2026, and which will vest one-third on March 28, 2027 and one-third on March 28, 2028. With respect to the RSUs granted on March 13, 2024, as of December 31, 2025, there were 9,911 RSUs not vested, which vested one-fourth on March 13, 2026, and which will vest one-fourth on March 13, 2027, one-fourth on March 13, 2028 and one-fourth on March 13, 2029. With respect to the RSUs granted on May 22, 2025, as of December 31, 2025, there were 10,715 RSUs not vested, which will vest one-fifth on May 22, 2026, one-fifth on February 15, 2027, one-fifth on February 15, 2028 and two-fifths on February 15, 2029. |

  40. Options Exercised and Stock Vested

    Options Exercised and Stock Vested As of December 31, 2025, no options to purchase shares of our common stock were exercised or outstanding. The following table contains information regarding the RSUs that vested during the year-ended December 31, 2025:

  41. Options Exercised and Stock Vested

    | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | James Dondero | 76,144 | $2,971,817 | | Paul Richards | 4,469 | $174,363 | | Matt McGraner | 83,306 | $3,250,386 | | D.C. Sauter | 7,836 | $306,613 |

  42. Options Exercised and Stock Vested

    | (1) Value realized is calculated based on the closing price of our common stock on the vesting date multiplied by the number of shares vested. |

  43. Potential Payments Upon Termination of Employment or Change in Control

    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 RSUs granted that have not previously vested or been forfeited, will vest. For awards granted before 2025, if any officer’s employment is terminated due to such officer’s retirement, all outstanding RSUs that have not previously vested or been forfeited will vest. For awards granted in 2021, if any officer’s employment is terminated without cause or by the officer for good reason, all outstanding RSUs granted that have not previously vested or been forfeited, will vest. For awards granted in or after 2022, 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 RSUs 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 applicable 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 the 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:

  44. Potential Payments Upon Termination of Employment or Change in Control

    | NAME | ESTIMATED VALUE UPON TERMINATION DUE TO DEATH, DISABILITY, CHANGE IN CONTROL OR TERMINATION WITHOUT CAUSE OR FOR GOOD REASON DURING TWO YEARS AFTER A CHANGE IN CONTROL($)(1) | ESTIMATED VALUE UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON MORE THAN TWO YEARS AFTER A CHANGE IN CONTROL FOR AWARDS EXEMPT FROM SECTION 409A ($)(1) | ESTIMATED VALUE UPON TERMINATION DUE TO RETIREMENT($)(1) | ESTIMATED VALUE UPON TERMINATION WITHOUT CAUSE ($)(1) | ESTIMATED VALUE UPON TERMINATION FOR GOOD REASON($)(1) | | James Dondero | $8,017,436 | $2,946,268 | $5,071,158 | $2,383,378 | $359,364 | | Paul Richards | $626,742 | $322,522 | $304,221 | $169,872 | $20,829 | | Matt McGraner | $8,057,620 | $2,946,278 | $5,111,341 | $2,461,849 | $456,978 | | D.C. Sauter | $911,067 | $322,522 | $588,545 | $274,644 | $43,224 |

  45. Potential Payments Upon Termination of Employment or Change in Control

    | (1) Estimated value is determined by multiplying (x) the number of RSUs 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 ($30.10). |

  46. Potential Payments Upon Termination of Employment or Change in Control

    In general, except as may be otherwise prescribed by the compensation committee in any award agreement, the 2025 LTIP and 2016 LTIP provide that a change of control will be deemed to have occurred if: (a) individuals who constitute the Board on the effective date of the 2025 LTIP or 2016 LTIP, as applicable, cease for any reason to constitute at least a majority of the Board, unless their replacements are approved as described in the 2025 LTIP or 2016 LTIP, as applicable (subject to certain exceptions described in the 2025 LTIP and 2016 LTIP, as applicable); (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 2025 LTIP and 2016 LTIP, as applicable; (d) the Company’s stockholders approve its complete liquidation or dissolution; or (e) the Adviser is terminated. Cause is defined in the 2025 LTIP or, with respect to the 2016 LTIP, 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 2025 LTIP or, with respect to the 2016 LTIP, in the applicable award agreement 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.

  47. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of Mr. Dondero, our President: For 2025, our last completed fiscal year:

  48. Pay Ratio Disclosure

    | ● | the median of the annual total compensation of all our employees (other than our President) was $303,338, and |

  49. Pay Ratio Disclosure

    | ● | the annual total compensation of our President, as reported in the Summary Compensation Table included in this proxy statement, was $3,329,980. |

  50. Pay Ratio Disclosure

    Based on this information, for 2025 the ratio of the annual total compensation of our President to the median of the annual total compensation of all employees was 11:1. Because our employee population only consists of one individual, we have decided to determine the median employee each year as we can do so in a reasonably efficient and economical manner. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our President, we took the following steps:

  51. Pay Ratio Disclosure

    | 1. | We determined that, as of December 31, 2025, our employee population consisted of one salaried individual, who is located in the United States. This population consisted of only full-time employees. In determining whether our workers are employees, we applied widely recognized employment and tax laws. |

  52. Pay Ratio Disclosure

    | 2. | Because we have only one employee, such employee constitutes our median employee. |

  53. Pay Ratio Disclosure

    | 3. | Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $303,338. |

  54. Pay Ratio Disclosure

    This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  55. Pay Versus Performance

    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 five 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 for the 2021, 2022, 2023, 2024 and 2025 fiscal years. 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.

  56. Pay Versus Performance

    | Year | Summary compensation table total for PEO | Compensation actually paid to PEO (1) | | Average compensation actually paid to non-PEO named executive officers (2) | Value of initial fixed $100 | | Net income (in thousands) | | | | | | | Total shareholder return | Peer group total shareholder return (3) | | | 2025 | $3,329,980 | $776,327 | $1,353,009 | $335,692 | $87 | $137 | $(32,154) | | 2024 | $3,452,019 | $5,443,050 | $1,460,479 | $2,323,233 | $114 | $133 | $1,114 | | 2023 | $3,271,489 | $2,015,109 | $1,141,236 | $680,488 | $89 | $123 | $44,433 | | 2022 | $3,694,988 | $(2,791,636) | $1,318,641 | $(1,329,298) | $108 | $108 | $(9,291) | | 2021 | $2,437,496 | $9,578,551 | $1,028,479 | $4,166,480 | $203 | $143 | $23,106 |

  57. Pay Versus Performance

    (1) Mr. Dondero was our PEO for all five reporting years. The following are the adjustments made during each year to arrive at the compensation actually paid to our PEO during each year.

  58. Pay Versus Performance

    | Adjustments | 2025 | 2024 | 2023 | 2022 | 2021 | | Amounts reported under “Stock Awards” in Summary Compensation Table | $(3,329,980) | $(3,452,019) | $(3,271,489) | $(3,694,988) | $(2,437,496) | | Fair Value of Awards Granted in Year that Remain Unvested as of Year-End | $2,946,278 | $4,665,646 | $2,841,508 | $1,917,100 | $5,004,902 | | 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 | $(1,962,757) | $972,601 | $(1,027,488) | $(4,642,664) | $4,537,970 | | Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | $(207,195) | $(195,197) | $201,089 | $(66,071) | $35,678 | | Total Adjustments | $(2,553,654) | $1,991,031 | $(1,256,380) | $(6,486,624) | $7,141,055 |

  59. Pay Versus Performance

    (2) The Non-PEO NEOs for the 2025 calendar year are: Paul Richards, Matt McGraner and D.C. Sauter. The Non-PEO NEOs for the 2024 calendar year are: Brian Mitts, former Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer, Matt McGraner and D.C. Sauter. The Non-PEO NEOs for the 2021, 2022 and 2023 calendar years are: Brian Mitts, Matt McGraner, D.C. Sauter and Matthew Goetz, former Senior VP-Investments and Asset Management. 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.

  60. Pay Versus Performance

    | Adjustments | 2025 | 2024 | 2023 | 2022 | 2021 | | Amounts reported under “Stock Awards” in Summary Compensation Table | $(1,353,009) | $(1,460,479) | $(1,141,236) | $(1,318,641) | $(1,028,479) | | Fair Value of Awards Granted in Year that Remain Unvested as of Year-End | $1,197,107 | $1,973,940 | $991,240 | $683,656 | $2,081,038 | | 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 | $(774,616) | $449,668 | $(384,782) | $(1,982,466) | $2,072,097 | | Fair Value of Awards that are Granted and Vest in the Same Year as of the Vesting Date | - | - | 18,129 | - | - | | Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | $(86,799) | $(100,374) | $55,902 | $(30,488) | $13,345 | | Total Adjustments | $(1,017,318) | $862,754 | $(460,747) | $(2,647,939) | $3,138,001 |

  61. Pay Versus Performance

    (3) The peer group is the MSCI U.S. REIT Index (^RMZ). 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 2021, 2022, 2023, 2024 and 2025 to each of (1) net income (loss) and (2) total shareholder return.

  62. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    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:

  63. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | 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 | | | | | 2025 LTIP | 307,868 shares of the Company’s common stock (1) | N/A | 668,132 shares of the Company’s common stock | | 2016 LTIP | 483,525 shares of the Company’s common stock (2) | N/A | 0 shares of the Company’s common stock | | Equity compensation plans not approved by security holders | | | | | None | — | N/A | — | | Total | 791,393 shares of the Company’s common stock | N/A | 668,132 shares of the Company’s common stock |

  64. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    (1) Represents RSUs issued under our 2025 LTIP. (2) Represents RSUs issued under our 2016 LTIP. As of the date of adoption of the 2025 LTIP, no further awards can be made under the 2016 LTIP