NexPoint Real Estate Finance (NREF) Form 3 NexPoint Real Estate Finance / Paul Richards ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Richards Paul

(Last) (First) (Middle)

300 CRESCENT COURT, SUITE 700

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2025

3. Issuer Name and Ticker or Trading Symbol
NexPoint Real Estate Finance, Inc. [ NREF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	36,431	D
Common Stock	7,498	I	By 401(k) plan.
Common Stock	879	I	By IRA.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock	3,220	(2)	D
Restricted Stock Units	(3)	(3)	Common Stock	9,139	(2)	D
Restricted Stock Units	(4)	(4)	Common Stock	20,683	(2)	D
Restricted Stock Units	(5)	(5)	Common Stock	40,000	(2)	D

Explanation of Responses:

1. On February 22, 2021, the reporting person was granted 12,880 restricted stock units. The restricted stock units vested one-fourth on February 22, 2022, one-fourth on February 22, 2023 and one-fourth on February 22, 2024 and will vest one-fourth on February 22, 2025. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

2. Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Real Estate Finance, Inc.

3. On February 21, 2022, the reporting person was granted 18,278 restricted stock units. The restricted stock units vested one-fourth on February 21, 2023 and one-fourth on February 21, 2024 and will vest one-fourth on February 21, 2025 and one-fourth on February 21, 2026. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

4. On April 4, 2023, the reporting person was granted 27,578 restricted stock units, which vested one-fourth on April 4, 2024 and will vest one-fourth on April 4, 2025, one-fourth on April 4, 2026 and one-fourth on April 4, 2027. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

5. On March 13, 2024, the reporting person was granted 40,000 restricted stock units, which will vest one-fourth on March 13, 2025, one-fourth on March 13, 2026, one-fourth on March 13, 2027 and one-fourth on March 13, 2028. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

Remarks:

Chief Financial Officer, Executive Vice President-Finance, Assistant Secretary and Treasurer Exhibit List: Exhibit 24 – Power of Attorney

	/s/ Paul Richards	01/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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