Amendment: SEC Form SCHEDULE 13D/A filed by NexPoint Real Estate Finance Inc.
$NREF
Real Estate Investment Trusts
Real Estate
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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NexPoint Real Estate Finance, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
65342V101 (CUSIP Number) |
D.C. Sauter, General Counsel NexPoint Advisors, L.P., 300 Crescent Court, Suite 700 Dallas, TX, 75201 (214) 276-6300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 65342V101 |
| 1 |
Name of reporting person
DONDERO JAMES D | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,034,227.88 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
54.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13D
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| CUSIP No. | 65342V101 |
| 1 |
Name of reporting person
NexPoint Advisors, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,649,759.13 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 65342V101 |
| 1 |
Name of reporting person
NEXPOINT ASSET MANAGEMENT, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,694,671.40 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 65342V101 |
| 1 |
Name of reporting person
HIGHLAND OPPORTUNITIES & INCOME FUND | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MASSACHUSETTS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,372,286.06 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IC |
SCHEDULE 13D
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| CUSIP No. | 65342V101 |
| 1 |
Name of reporting person
NEXPOINT DIVERSIFIED REAL ESTATE TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,952,273.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 65342V101 |
| 1 |
Name of reporting person
DONDERO NANCY MARIE | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
337,131.10 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
NexPoint Real Estate Finance, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
300 CRESCENT COURT, SUITE 700, DALLAS,
TEXAS
, 75201. | |
Item 1 Comment:
This Amendment No. 4 (this "Amendment") is being filed on behalf of James D. Dondero, NexPoint Advisors, L.P., a Delaware limited partnership ("NexPoint Advisors"), NexPoint Asset Management, L.P., a Delaware limited partnership ("NexPoint Asset Management"), Highland Opportunities and Income Fund, a Massachusetts business trust ("HFRO"), NexPoint Diversified Real Estate Trust, a Delaware statutory trust ("NXDT") and Nancy Marie Dondero (collectively, the "Reporting Persons"), and amends the Schedule 13D filed on April 15, 2020 and subsequently amended on August 13, 2020, September 10, 2021 and January 7, 2022. This Amendment updates the stock ownership information for the Schedule 13D. The Schedule 13D is supplementally amended as follows: | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
852,273 shares of Common Stock that were acquired on December 30, 2025 were acquired in connection with the redemption of Class C Common Units ("OP Units") of NexPoint Real Estate Finance Operating Partnership, L.P., the operating partnership of the Issuer (the "OP"). An aggregate value of $11,897,731.08 of OP Units were redeemed in connection with the acquisition of Common Stock. In addition, between November 1, 2025 and January 1, 2026, a trust of which Nancy Marie Dondero is trustee acquired 8,044.89 shares of Common Stock in connection with dividend reinvestments in the Issuer and James D. Dondero acquired 12,012.91 shares of Common Stock in connection with dividend reinvestments in the Issuer. | ||
| Item 4. | Purpose of Transaction | |
Between November 1, 2025 and January 1, 2026, a trust of which Nancy Marie Dondero is trustee acquired 8,044.89 shares of Common Stock in connection with dividend reinvestments in the Issuer and James D. Dondero acquired 12,012.91 shares of Common Stock in connection with dividend reinvestments in the Issuer. On December 30, 2025, the Reporting Persons acquired an aggregate of 852,273 shares of Common Stock in connection with the redemption of 852,273 OP Units.
At the Company's 2021 annual meeting, stockholders approved the issuance of shares of Common Stock in connection with the redemption of OP Units or common partnership units in the subsidiary partnerships of the OP that may be redeemed for OP Units held by the Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of January 1, 2026, (i) James D. Dondero may be deemed to beneficially own 10,034,227.88 shares of Common Stock, which represents approximately 54.0% of the outstanding Common Stock, (ii) NexPoint Advisors may be deemed to beneficially own 3,649,759.13 shares of Common Stock, which represents approximately 19.6% of the outstanding Common Stock, (iii) NexPoint Asset Management may be deemed to beneficially own 5,694,671.4 shares of Common Stock, which represents approximately 30.7% of the outstanding Common Stock, (v) HFRO may be deemed to beneficially own 4,372,286.06 shares of Common Stock, which represents approximately 23.5% of the outstanding Common Stock, (v) NXDT may be deemed to beneficially own 2,952,273 shares of Common Stock, which represents approximately 15.9% of the outstanding Common Stock, and (vi) Nancy Marie Dondero, in her capacity as trustee of a trust, may be deemed to beneficially own 337,131.1 shares of Common Stock, which represents approximately 1.8% of the outstanding Common Stock. James D. Dondero has the right to acquire beneficial ownership of all shares of Common Stock owned by the trust referred to in the preceding sentence. | |
| (b) | Name of Reporting Person - Sole Voting Power - Shared Voting Power - Sole Dispositive Power - Shared Dispositive Power
James D. Dondero (1) - 352,666.25 - 9,681,561.63 - 352,666.25 - 9,681,561.63
NexPoint Advisors, L.P. (2) - 0 - 3,649,759.13 - 0 - 3,649,759.13
NexPoint Asset Management, L.P. (3) - 0 - 5,694,671.4 - 0 - 5,694,671.4
Highland Opportunities and Income Fund (4) - 0 - 4,372,286.06 - 0 - 4,372,286.06
NexPoint Diversified Real Estate Trust (5) - 0 - 2,952,273 - 0 - 2,952,273
Nancy Marie Dondero (6) - 337,131.1 - 0 - 337,131.1 - 0
(1) The shares with shared voting and dispositive power are held by Mr. Dondero indirectly through NexPoint Advisors and NexPoint Asset Management (as described in footnotes (2)-(3) below), a proprietary account and a trust. These shares also include shares that Mr. Dondero has the right to acquire beneficial ownership of that are held by the trust referred to in Item 5(a), for which he does not serve as trustee. Mr. Dondero is the sole member of NexPoint Advisors' general partner and may be deemed to be an indirect beneficial owner of the shares held by NexPoint Advisors. Mr. Dondero is also the sole stockholder and director of NexPoint Asset Management's general partner and may be deemed to be an indirect beneficial owner of the shares held by NexPoint Asset Management. Mr. Dondero disclaims beneficial ownership of such shares.
(2) These shares are held by NexPoint Advisors indirectly through advised accounts, including NXDT. Mr. Dondero is the sole member of NexPoint Advisors' general partner and may be deemed to be an indirect beneficial owner of the shares held by NexPoint Advisors.
(3) These shares are held by NexPoint Asset Management indirectly through advised accounts, including HFRO. Mr. Dondero is the sole stockholder and director of NexPoint Asset Management's general partner, and may be deemed to be an indirect beneficial owner of the shares held by NexPoint Asset Management.
(4) These shares are held by HFRO, which is one of accounts advised by NexPoint Asset Management referenced in footnote 3 above. Mr. Dondero is the sole stockholder and director of NexPoint Asset Management's general partner, and may be deemed to be an indirect beneficial owner of the shares held by HFRO.
(5) Includes shares held by NXDT indirectly through its wholly owned subsidiary. NXDT is advised by a wholly owned subsidiary of NexPoint Advisors. Mr. Dondero is the sole member of NexPoint Advisors' general partner and may be deemed to be an indirect beneficial owner of the shares held by NexPoint Advisors.
(6) Includes shares that Ms. Dondero may be deemed to beneficially own as the trustee of the trust referred to in Item 5(a). Ms. Dondero is the sister of Mr. Dondero and disclaims beneficial ownership of such shares. | |
| (c) | Annex A attached hereto lists all transactions in Common Stock during the past 60 days by the Reporting Persons. Other than the shares of Common Stock acquired as a result of dividend reinvestment, the shares of Common Stock were acquired in a private transaction. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 Annex A
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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