James Dondero - May 8, 2023 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, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/10/2023, 04:31 PM
Previous filing: Apr 13, 2023
Next filing: May 15, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NREF	Common Stock	Options Exercise		+17.6K	+20.88%		102K	May 8, 2023	Direct	F1
holding	NREF	Common Stock						5.69M	May 8, 2023	See Footnote	F2
holding	NREF	Common Stock						2.86M	May 8, 2023	See Footnote	F3
holding	NREF	Common Stock						191K	May 8, 2023	See Footnote	F4, F5
holding	NREF	Common Stock						1.8K	May 8, 2023	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	-50%	$0.00	17.6K	May 8, 2023	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 NexPoint Asset Management, L.P. ("NexPoint Asset Management"). Mr. Dondero is the sole stockholder and director of Strand Advisors XVI, Inc., NexPoint Asset Management's general partner, and may be deemed to be an indirect beneficial owner of securities held by NexPoint Asset Management. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F3	2,100,000 shares are held by NexPoint Real Estate Opportunities, LLC, which is wholly owned by NexPoint Diversified Real Estate Trust Operating Partnership, L.P., which is wholly owned by NexPoint Diversified Real Estate Trust, 281,817 shares are held by NexPoint Real Estate Strategies Fund and 481,669 shares are held by NexPoint Capital, Inc. These entities are managed or advised, directly or indirectly, by NexPoint Advisors, L.P. ("NP"). Mr. Dondero is the sole member of NP's general partner, and may be deemed to be an indirect beneficial owner of securities held by NP. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F4	Includes shares acquired under dividend reinvestment plan.
F5	29,207 shares are held by a company which is an indirect wholly owned subsidiary of a trust of which Mr. Dondero is the beneficiary. The remaining shares of common stock are held directly by the trust. Mr. Dondero disclaims beneficial ownership of the shares held directly or indirectly by the trust except to the extent of his pecuniary interest therein.
F6	These shares are held by a limited liability company in which the trust referenced in footnote 5 to this Form 4 owns a majority interest. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F7	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, one-fourth on May 8, 2022, and one-fourth on May 8, 2023, and will vest 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.