DEF 14A of NexPoint Real Estate Finance, Inc., Apr 20, 2026

DEF 14A of NexPoint Real Estate Finance, Inc.

Filed Apr 20, 2026 · FY20250001437749-26-012765

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 Artificial Intelligence 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 | | | 6-10 years | X | 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 our Board since February 2020. Mr. Dondero also serves as the President and Chairman of the board of directors of NexPoint Residential Trust, Inc. (“NXRT”), a publicly traded multifamily real estate investment trust (a “REIT”), since May 2015, as President of NexPoint Diversified Real Estate Trust (“NXDT”), a publicly traded diversified REIT, since May 2015 and additionally as Chairman of the board of trustees of NXDT since July 2022, and as Chairman of the board of directors of VineBrook Homes Trust, Inc. (“VineBrook”), a single-family rental (“SFR”) REIT, since August 2022. Mr. Dondero also previously served as President and a member of the board of directors of VineBrook from February 2019 to August 2021. In addition, he has served as a member of the board of directors of NexPoint Homes Trust, Inc. (“NXHT”), a SFR REIT, since June 2022. Mr. Dondero is also: founder and President of NexPoint Advisors, L.P. (our “Sponsor” or “NexPoint”), an investment advisor registered with the Securities and Exchange Commission (the “SEC”); a member of the board of directors of NexBank (“NexBank”), a Texas state chartered bank; and Chairman of NexBank Capital, Inc. (“NexBank Capital”). Mr. Dondero co-founded Highland Capital Management, L.P. (“Highland”) in 1993 with Mark Okada and served as President from 2004 to 2020. Mr. Dondero has over 30 years of experience investing in credit and equity markets and has helped pioneer credit asset classes in structured products such as collateralized loan obligations. Mr. Dondero also served as the Chief Executive Officer of NexPoint Hospitality Trust, Inc. (“NHT”), a publicly traded hospitality REIT that was listed on the TSX Venture Exchange, from December 2019 until its reorganization and merger with a subsidiary of NXDT in April 2025. Mr. Dondero also served as a director of Jernigan Capital, Inc., a self-storage lending REIT, from August 2016 to November 2020. He also serves as President of NexPoint Capital, Inc. (“NexPoint Capital”) and NexPoint Real Estate Strategies Fund (“NRESF”), which may be deemed to be affiliates of NexPoint Real Estate Advisors VII, L.P. (our “Manager”). In addition, Mr. Dondero also served on the board of directors of MGM Studios from 2009 until 2020. NXRT, VineBrook, NXDT, NXHT, our Sponsor, NexBank, NexBank Capital, NexPoint Capital and NRESF all may be affiliates of the Company. On October 16, 2019, Highland filed for Chapter 11 bankruptcy protection with the United States Bankruptcy Court in the District of Delaware. The case was transferred to the Bankruptcy Court for the Northern District of Texas and remains open. On April 13, 2018, the Bankruptcy Court for the Northern District of Texas entered orders for relief placing Acis Capital Management, L.P. and Acis Capital Management GP, LLC in involuntary bankruptcy. Mr. Dondero served as President of Acis Capital Management GP, LLC, which is the general partner of Acis Capital Management, L.P. On January 31, 2019, the court confirmed Acis’s plan of reorganization. Mr. Dondero was selected to serve on our Board because of his prior service as a director and his experience as an executive officer. Brian Mitts, age 55, has served as a member of our Board since June 2019 and served as our Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer from February 2020 to December 2024. Mr. Mitts also served as our President and Treasurer from June 2019 until February 2020. Mr. Mitts co-founded NexPoint Real Estate Advisors, L.P. (“NREA”), which is the parent of our Manager, as well as NXRT, the Company and other real estate businesses with Mr. McGraner and Mr. Dondero. Prior to co-founding NREA, NXRT and the Company, Mr. Mitts was Chief Operations Officer of Highland Funds Asset Manager, L.P., the external advisor of open-end and closed-end funds where he managed the operations of these funds and helped develop new products. Mr. Mitts was also a co-founder of our Sponsor. He worked for NREA or its affiliates from 2007 to December 2024. Mr. Mitts has also served as a director of NXRT since September 2014 and served as the Chief Financial Officer, Executive Vice President-Finance and Treasurer of NXRT from March 2015 to December 2024. In February 2019, Mr. Mitts was also appointed Secretary of NXRT, which he served as until December 2024. Mr. Mitts also served as the Chief Financial Officer, Executive VP-Finance, Treasurer and Corporate Secretary of NHT from December 2018 until December 2024. In addition, he has served as a director of VineBrook since July 2018, and served as Chief Financial Officer, Treasurer and Assistant Secretary of VineBrook from November 2018 to August 2024, as President from February 2023 to December 2024 and assumed the title of Chief Executive Officer in addition to President in February 2024 to December 2024, and from September 2021 to February 2023, Mr. Mitts served as Interim President of VineBrook. From July 2018 to October 2018, Mr. Mitts served as President and Treasurer of VineBrook. From November 2020 to December 2024, Mr. Mitts served as Chief Financial Officer, Secretary and Treasurer of NexPoint Storage Partners, Inc. (“NSP”), a self-storage REIT, and has served as a member of the board of directors of NSP since March 2023. In addition, Mr. Mitts has served as a member of the board of trustees of NXDT since July 2022 and served as Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary from July 2022 until December 2024. Mr. Mitts has also served as a member of the board of directors of NXHT since June 2022 and served as President and Treasurer of NXHT from February 2022 until December 2024 and additionally as Chief Executive Officer, Chief Financial Officer, and Assistant Secretary from June 2022 until December 2024. NXRT, VineBrook, NXDT, NXHT, and NSP all may be affiliates of the Company. Mr. Mitts was selected to serve on our Board because of his prior service as a director and his experience as an executive officer. Edward Constantino, age 79, has served as a member of our Board since February 2020. Mr. Constantino has also served as a member of the board of directors of NXRT since March 2015, as a member of the board of directors of VineBrook since February 2019, as a member of the board of trustees of NXDT since March 2020 and as a member of the board of directors of NXHT since June 2022. Mr. Constantino has over 40 years of audit, advisory and tax experience working for two major accounting firms, Arthur Andersen LLP and KPMG. Mr. Constantino retired from KPMG in late 2009, where he was an audit partner in charge of the firm’s real estate and asset management businesses. Mr. Constantino is, and since 2010 has been, a member of the board of directors of Patriot National Bancorp, Inc. Mr. Constantino has also served as a consultant for the law firm Skadden, Arps, Slate, Meagher & Flom LLP. He is a licensed CPA, a member of the American Institute of Certified Public Accountants and a member of the New York State Society of Public Accountants. He is currently a member of the board of trustees and part of the Finance and Investment Committee of St. Francis College in Brooklyn Heights, New York. He is also a board member and audit committee chair of ARC Trust, Inc. and ARC Trust III, Inc. Mr. Constantino was selected to serve on our Board because of his extensive accounting experience, particularly in the real estate field.

  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 February 2020. Mr. Kavanaugh has also served as a member of the board of directors of NXRT since March 2015, as a member of the board of directors of VineBrook since December 2018, as a member of the board of directors of NXHT since June 2022 and as a member of the board of trustees of NXDT since July 2022. Mr. Kavanaugh has served as Executive Vice President of Provident Funding Associates, L.P., a mortgage lender and servicer, since July 2025. Mr. Kavanaugh served as the CEO of First Foundation Inc. (“FFI”), a financial services company, from December 2009 until November 2024. From June 2007 until December 2009, he served as President and Chief Operating Officer of FFI. Mr. Kavanaugh was the Vice-Chairman of FFI from June 2007 until November 2024. From September 2007 until November 2024, he also served as the Chairman and CEO of FFI’s wholly owned banking subsidiary, First Foundation Bank. Mr. Kavanaugh was a founding stockholder and served as an Executive Vice President and Chief Administrative Officer and a member of the board of directors of Commercial Capital Bancorp, Inc., the parent holding company of Commercial Capital Bank, from 1999 until 2003. From 1998 until 2003, Mr. Kavanaugh served as the Executive Vice President and Chief Operating Officer and a director of Commercial Capital Mortgage. From 1993 to 1998, Mr. Kavanaugh was a partner and head of trading for fixed income and equity securities at Great Pacific Securities, Inc., a west coast-based regional securities firm. Mr. Kavanaugh is, and since 2009 has been, a member of the board of directors of Colorado Federal Savings Bank and its parent holding company, Silver Queen Financial Services, Inc. Mr. Kavanaugh was selected to serve on the Board because of his expertise in investment management and his experience as both an executive officer and a director of multiple companies. Dr. Arthur Laffer, age 85, has served as a member of the Board since February 2020. Dr. Laffer has also served as a member of the board of directors of NXRT since May 2015, as a member of the board of directors of VineBrook since December 2018, as a member of the board of directors of NXHT since June 2022 and as a member of the board of trustees of NXDT since July 2022. Dr. Laffer is the founder and has served as chairman of Laffer Associates, an economic research and consulting firm, since 1978 and served as the chairman and director of Laffer Investments, a registered investment advisor, from 1999 to 2019. Since 2017, Dr. Laffer has served as Secretary of 1065 Institute Inc, a 501(c)(3) non-profit. A former member of President Reagan’s Economic Policy Advisory Board during the 1980s, Dr. Laffer’s economic acumen and influence have earned him the distinction in many publications as the Father of Supply-Side Economics. He has served on several boards of directors of public and private companies, including staffing company MPS Group, Inc., which was sold to Adecco Group for $1.3 billion in 2009. Dr. Laffer served as a director of VerifyMe, Inc. from 2019 until September 2025. Dr. Laffer served as a director of GEE Group, Inc., a provider of specialized staffing solutions, from 2014 to 2020. Dr. Laffer has also served as a member of the board of directors of Brera Holdings PLC, operating under the name Solmate Infrastructure, a Solana-based crypto infrastructure company, since September 2025. Dr. Laffer was previously a consultant to Secretary of the Treasury William Simon, Secretary of Defense Donald Rumsfeld, and Secretary of the Treasury George Shultz. In the early 1970s, Dr. Laffer was the first to hold the title of Chief Economist at the Office of Management and Budget under Director Shultz. Additionally, Dr. Laffer was formerly the Distinguished University Professor at Pepperdine University and a member of the Pepperdine University board of directors. He also served as Charles B. Thornton Professor of Business Economics at the University of Southern California and as Associate Professor of Business Economics at the University of Chicago. Dr. Laffer was selected to serve on the Board because of his expertise in economics and his experience as a director of multiple companies. Dr. Carol Swain, age 72, has served as a member of the Board since August 2022. In addition, she has served as a member of the board of directors of NXRT, as a member of the board of directors of VineBrook, as a member of the board of trustees of NXDT and as a member of the board of directors of NXHT since August 2022. Dr. Swain is an author, speaker, political commentator and entrepreneur. She founded REAL Unity Training Solutions LLC in November 2020 and founded Carol Swain Enterprises, LLC in October 2014. Dr. Swain previously was a professor at Vanderbilt University from August 1999 to 2017. Dr. Swain has also served on the Tennessee Advisory Committee to the U.S. Civil Rights Commission, the National Endowment for the Humanities, and the 1776 Commission. Dr. Swain received her Bachelor of Arts from Roanoke College, a master’s degree in political science from Virginia Tech, a Ph.D. in political science from the University of North Carolina at Chapel Hill and a Master of Legal Studies from Yale Law School. Dr. Swain was selected to serve on our Board because of her experience in the fields of political science, law and government. Catherine Wood, age 70, has served as a member of the Board since July 2020. In addition, she has served as a member of the board of directors of NXRT and as a member of the board of directors of VineBrook since July 2020 and as a member of the board of trustees of NXDT since August 2022 and as a member of the board of directors of NXHT since June 2022. Ms. Wood is currently Chief Executive Officer, Chief Investment Officer and a board member of ARK Investment Management LLC (“ARK”), an SEC-registered investment advisor, which she founded in January 2014. Ms. Wood is also currently Chief Executive Officer, Chief Investment Officer and a board member of ARK ETF Trust. Prior to ARK, Ms. Wood spent 12 years at AllianceBernstein as Chief Investment Officer of Global Thematic Strategies. Ms. Wood joined AllianceBernstein from Tupelo Capital Management, a hedge fund she co-founded. Prior to her tenure at Tupelo Capital Management, Ms. Wood worked for 18 years at Jennison Associates LLC as Chief Economic Officer and several other positions. Ms. Wood started her career in Los Angeles at The Capital Group as an Assistant Economist. Ms. Wood received her Bachelor of Science, summa cum laude, in Finance and Economics from the University of Southern California. Ms. Wood was selected to serve on the Board because of her experience as it relates to disruptive technologies, business models and processes, which provides an important perspective to the Board.

  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: • each non-management director receives an annual director’s fee payable in cash equal to $20,000 and an annual grant of restricted stock units; • the chair of our audit committee receives an additional annual fee payable in cash equal to $15,000; • the chair of our compensation committee receives an additional annual fee payable in cash equal to $7,500; • the chair of our nominating and corporate governance committee receives an additional annual fee payable in cash equal to $7,500; and • the lead independent director receives an additional annual fee payable in cash equal to $10,000. We also reimburse directors for all expenses incurred in attending Board and committee meetings.

  9. 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.

  10. Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS (1) | TOTAL | | Edward Constantino | $35,000 | $80,949 | $115,949 | | Scott Kavanaugh | $37,500 | $80,949 | $118,449 | | Dr. Arthur Laffer | $27,500 | $80,949 | $108,449 | | Dr. Carol Swain | $20,000 | $80,949 | $100,949 | | Catherine Wood | $20,000 | $80,949 | $100,949 | | Brian Mitts | $20,000 | $80,949 | $100,949 |

  11. Director Compensation Table

    | (1) These restricted stock units were granted on April 3, 2025 and vested on April 3, 2026, the first anniversary of the grant date. The grant date fair value of the award was equal to the closing price of the Company’s common stock on the date of grant as calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 718. Pursuant to the rules of the SEC, the amounts shown in this column exclude the impact of estimated forfeitures related to service-based vesting conditions. See Note 11 to our consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for information regarding the assumptions made in determining these values. As of December 31, 2025, our non-management directors each held 5,518 restricted stock units and Mr. Mitts held an additional 44,213 restricted stock units from restricted stock unit grants received during his service as an executive officer of the Company. |

  12. Director Compensation Table

    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.

  13. 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.

  14. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation paid to or accrued by those named executive officers during the fiscal years presented.

  15. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | STOCK AWARDS (1) | TOTAL | | James Dondero | 2025 | $2,161,170 | $2,161,170 | | President | 2024 | $2,253,975 | $2,253,975 | | Matt McGraner | 2025 | $2,161,170 | $2,161,170 | | Chief Investment Officer and Executive VP | 2024 | $2,253,975 | $2,253,975 | | Paul Richards | 2025 | $885,261 | $885,261 | | Chief Financial Officer, Executive VP- Finance, Assistant Secretary and Treasurer | 2024 | $-- | $-- |

  16. Summary Compensation Table

    | (1) The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of restricted stock units, calculated in accordance with ASC Topic 718. Pursuant to SEC rules, the amounts shown in this column exclude the impact of estimated forfeitures related to service-based vesting conditions. See Note 11 to our consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for information regarding the assumptions made in determining these values. |

  17. Outstanding Equity Awards at Fiscal Year-End

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

  18. Outstanding Equity Awards at Fiscal Year-End

    | | STOCK AWARDS | | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | | James Dondero | 346,506(2) | $4,878,804 | | Matt McGraner | 343,960(3) | $4,842,957 | | Paul Richards | 108,701(4) | $1,530,510 |

  19. Outstanding Equity Awards at Fiscal Year-End

    (1) Market value is based on the closing price of our common stock as of December 31, 2025 ($14.08), the last trading day of the year.

  20. Outstanding Equity Awards at Fiscal Year-End

    | (2) Consists of restricted stock units granted on February 21, 2022, April 4, 2023, March 13, 2024 and April 3, 2025. With respect to the restricted stock units granted on February 21, 2022, as of December 31, 2025, there were 17,308 restricted stock units not vested, which vested on February 21, 2026. With respect to the restricted stock units granted on April 4, 2023, as of December 31, 2025, there were 66,567 restricted stock units not vested, which vested one-half on April 4, 2026 and will vest one-half on April 4, 2027. With respect to the restricted stock units granted on March 13, 2024, as of December 31, 2025, there were 115,312 restricted stock units not vested, which vested one-third on March 13, 2026 and will vest one-third on March 13, 2027 and one-third on March 13, 2028. With respect to the restricted stock units granted on April 3, 2025, as of December 31, 2025, there were 147,319 restricted stock units not vested, which vested one-fourth on April 3, 2026 and will vest one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. | | (3) Consists of restricted stock units granted on February 21, 2022, April 4, 2023, March 13, 2024 and April 3, 2025. With respect to the restricted stock units granted on February 21, 2022, as of December 31, 2025, there were 17,308 restricted stock units not vested, which vested on February 21, 2026. With respect to the restricted stock units granted on April 4, 2023, as of December 31, 2025, there were 64,021 restricted stock units not vested, which vested one-half on April 4, 2026 and will vest one-half on April 4, 2027. With respect to the restricted stock units granted on March 13, 2024, as of December 31, 2025, there were 115,312 restricted stock units not vested, which vested one-third on March 13, 2026 and will vest one-third on March 13, 2027 and one-third on March 13, 2028. With respect to the restricted stock units granted on April 3, 2025, as of December 31, 2025, there were 147,319 restricted stock units not vested, which vested one-fourth on April 3, 2026 and will vest one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. | | (4) Consists of restricted stock units granted on February 21, 2022, April 4, 2023, March 13, 2024 and April 3, 2025. With respect to the restricted stock units granted on February 21, 2022, as of December 31, 2025, there were 4,568 restricted stock units not vested, which vested on February 21, 2026. With respect to the restricted stock units granted on April 4, 2023, as of December 31, 2025, there were 13,788 restricted stock units not vested, which vested one-half on April 4, 2026 and will vest one-half on April 4, 2027. With respect to the restricted stock units granted on March 13, 2024, as of December 31, 2025, there were 30,000 restricted stock units not vested, which vested one-third on March 13, 2026 and will vest one-third on March 13, 2027 and one-third on March 13, 2028. With respect to the restricted stock units granted on April 3, 2025, as of December 31, 2025, there were 60,345 restricted stock units not vested, which vested one-fourth on April 3, 2026 and will vest one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. |

  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. 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 restricted stock units granted that have not previously vested or been forfeited, will vest. For awards granted prior to 2025, if any officer’s employment is terminated due to such officer’s retirement, all outstanding restricted stock units granted that have not previously vested or been forfeited will vest. For awards granted prior to 2024, if any officer’s employment is terminated without cause or by the officer for good reason, all outstanding restricted stock units granted that have not previously vested or been forfeited, will vest. For awards granted in or after 2024, if any officer’s employment is terminated without cause, subject to the officer’s execution of a general release of claims within a specified time period and subject to non-revocation, the outstanding restricted stock units which would have become vested and nonforfeitable during the 12-month period immediately following the date of such termination had the officer remained continuously employed, will vest. If a change in control occurs and the award is not assumed or converted into a replacement award in a manner described in the award agreement, all outstanding awards held by our officers that have not previously vested or been forfeited, will vest. If a change of control occurs and the award is converted into a replacement award as described in the applicable award agreement and any officer’s employment is terminated without cause or for good reason within two years following a change in control (or, with respect to awards granted in 2025, if such replacement award is exempt from Section 409A of the Code, at any point following a change in control), all outstanding awards held by our officers that have not previously vested or been forfeited, will vest. The following table shows the estimated amounts that our named executive officers would have become entitled to under the terms of outstanding equity awards as of December 31, 2025 had any of the events described above occurred on December 31, 2025:

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

    | | ESTIMATED VALUE UPON TERMINATION DUE TO DEATH, DISABILITY, CHANGE IN CONTROL OR TERMINATION WITHOUT CAUSE OR FOR GOOD REASON DURING TWO YEARS AFTER CHANGE IN CONTROL ($)(1) | ESTIMATED VALUE UPON TERMINATION DUE TO RETIREMENT ($)(1) | ESTIMATED VALUE UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON MORE THAN TWO YEARS AFTER CHANGE IN CONTROL FOR AWARDS EXEMPT FROM SECTION 409A ($)(1) | ESTIMATED VALUE UPON TERMINATION WITHOUT CAUSE ($)(1) | ESTIMATED VALUE UPON TERMINATION FOR GOOD REASON ($)(1) | | James Dondero | $4,878,804 | $2,804,553 | $2,074,252 | $2,240,730 | $1,180,960 | | Matt McGraner | $4,842,957 | $2,768,705 | $2,074,252 | $2,204,882 | $1,145,112 | | Paul Richards | $1,530,510 | $680,852 | $849,658 | $611,667 | $258,452 |

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

    | (1) Estimated value is determined by multiplying (x) the number of restricted stock units that would have been subject to accelerated vesting if the applicable triggering event occurred on December 31, 2025, by (y) the closing price of our common stock as of December 31, 2025 ($14.08). |

  26. 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 Amended and Restated NexPoint Real Estate Finance, Inc. 2020 Long Term Incentive Plan (the “LTIP”) provides that a change of control will be deemed to have occurred if: (a) individuals who constitute the Board on the effective date of the LTIP cease for any reason to constitute at least a majority of the Board, unless their replacements are approved as described in the LTIP (subject to certain exceptions described in the LTIP); (b) a person or group becomes the beneficial owner of 35% or more of the then-outstanding shares of our common stock or the combined voting power of our then-outstanding securities entitled to vote generally in the election of directors, subject to certain exceptions; (c) the Company closes a reorganization, merger, consolidation, significant sale or purchase of assets or other similar transaction resulting in a substantial change in its ownership or leadership, in each case which causes the persons or groups who are the beneficial owners of 35% or more of the then-outstanding shares of our common stock or the combined voting power of our then-outstanding securities entitled to vote generally in the election of directors to cease to be such beneficial owners of the entity resulting from such transaction, in substantially the same proportions of ownership as immediately prior to such transaction, as further described in the LTIP; (d) the Company’s stockholders approve its complete liquidation or dissolution; or (e) the Manager is terminated. Cause is defined in the applicable award agreement and generally includes, among other things, a material breach by the participant of any agreement between the participant and the Company, the participant’s conviction of or plea of guilty or no contest to a felony or gross negligence or gross misconduct by the participant. Good reason is defined in the applicable award agreements and generally includes, among other things, a material diminution of duties or responsibilities, a material reduction in aggregate base salary and bonus opportunity or reassignment to another office location more than 50 miles from the current location.

  27. 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 two completed fiscal years. In determining the “compensation actually paid” to our named executive officers (“NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation and any applicable adjustments are reported as averages. The compensation committee does not use compensation actually paid as a basis for making compensation decisions. Further, the Company does not use financial performance measures to link compensation actually paid to the NEOs to Company performance.

  28. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Compensation Actually Paid to Non-PEO Named Executive Officers (2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (in Thousands) | | 2025 | $2,161,170 | $1,716,572 | $1,523,215 | $1,243,733 | $137 | $123,143 | | 2024 | $2,253,975 | $2,219,167 | $1,371,319 | $1,340,786 | $134 | $35,962 |

  29. Pay Versus Performance

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

  30. Pay Versus Performance

    | Adjustments | 2025 | 2024 | | Amounts reported under “Stock Awards” in Summary Compensation Table | $(2,161,170) | $(2,253,975) | | Fair Value of Awards Granted in Year that Remain Unvested as of Year-End | $2,074,252 | $2,412,338 | | Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End | $(320,691) | $(9,018) | | Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | $(36,988) | $(184,154) | | Total Adjustments | $(444,598) | $(34,808) |

  31. Pay Versus Performance

    (2) The Non-PEO NEOs for the 2025 calendar year are: Paul Richards and Matt McGraner. The Non-PEO NEOs for the 2024 calendar year are: Brian Mitts, former Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer and Matt McGraner. The following are the adjustments made during each year to arrive at the average compensation actually paid to our Non-PEO NEOs during each year.

  32. Pay Versus Performance

    | Adjustments | 2025 | 2024 | | Amounts reported under “Stock Awards” in Summary Compensation Table | $(1,523,215) | $(1,371,319) | | Fair Value of Awards Granted in Year that Remain Unvested as of Year-End | $1,461,955 | $1,467,666 | | Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End | $(197,223) | $(5,497) | | Fair Value of Awards that are Granted and Vest in the Same Year as of the Vesting Date | - | - | | Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | $(20,999) | $(121,383) | | Total Adjustments | $(279,482) | $(30,533) |