James Dondero - May 8, 2022 Form 4 Insider Report for NexPoint Real Estate Finance, Inc. (NREF)

Role: President, Director, 10%+ Owner
Signature: /s/ Brian Mitts, as attorney-in-fact for James Dondero
Stock symbol: NREF
Transactions as of: May 8, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/10/2022, 04:17 PM
Previous filing: May 5, 2022
Next filing: May 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NREF	Common Stock	Options Exercise		+17.6K	+52.57%		51K	May 8, 2022	Direct	F1
holding	NREF	Common Stock						5.69M	May 8, 2022	See Footnote	F2
holding	NREF	Common Stock						763K	May 8, 2022	See Footnote	F3
holding	NREF	Common Stock						172K	May 8, 2022	See Footnote	F4, F5
holding	NREF	Common Stock						1.8K	May 8, 2022	See Footnote	F6

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NREF	Restricted Stock Units	Options Exercise	$0	-17.6K	-33.33%	$0.00	35.1K	May 8, 2022	Common Stock	17.6K		Direct	F1, F7

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

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Real Estate Finance, Inc.
F2	1,322,385 shares are held by Highland Global Allocation Fund and 4,372,285 shares are held by Highland Income Fund. These entities are managed by Highland Capital Management Fund Advisors, L.P. ("HCMFA"). Mr. Dondero is the sole stockholder and director of Strand Advisors XVI, Inc., HCMFA's general partner, and may be deemed to be an indirect beneficial owner of securities held by HCMFA. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F3	281,817 shares are held by NexPoint Real Estate Strategies Fund and 481,668 shares are held by Nexpoint Capital, Inc. These entities are managed by NexPoint Advisors, L.P. ("NP"). Mr. Dondero is the sole member of NP's general partner, and may be deemed to be an indirect beneficial owner of securities held by NP. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F4	Includes shares acquired under dividend reinvestment plan.
F5	These securities are held by a trust, of which Mr. Dondero is the beneficiary. Mr. Dondero disclaims beneficial ownership of such securities.
F6	These shares are held by a limited liability company in which the trust referenced in footnote 5 to this Form 4 owns a majority interest. Mr. Dondero disclaims beneficial ownership of such shares.
F7	On June 24, 2020, the reporting person was granted 70,231 restricted stock units. The restricted stock units vested one-fourth on June 24, 2021 and one-fourth on May 8, 2022, and will vest one-fourth on May 8, 2023 and one-fourth on May 8, 2024. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.