nref20260602_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 2, 2026
NEXPOINT REAL ESTATE FINANCE, INC.
(Exact Name Of Registrant As Specified In Charter)
| Maryland | 001-39210 | 84-2178264 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
300 Crescent Court, Suite 700
Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 276-6300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | NREF | New York Stock Exchange; NYSE Texas | ||
| 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share | NREF-PRA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 2, 2026, NexPoint Real Estate Finance, Inc. (the “Company”) held its Annual Meeting of Stockholders. All matters submitted for approval by the Company’s stockholders, as described in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2026, were approved. The number of shares of common stock entitled to vote at the Company’s 2026 Annual Meeting of Stockholders was 18,686,983, representing the number of shares outstanding as of March 27, 2026, the record date for the annual meeting.
The results of each matter voted on were as follows:
| 1. | Election of directors. The following directors were elected for terms expiring at the 2027 annual meeting of stockholders: |
| Votes For | Votes Withheld | Broker Non-Votes | |
| James Dondero | 13,028,425 | 86,092 | 3,286,595 |
| Brian Mitts | 13,050,324 | 64,193 | 3,286,595 |
| Edward Constantino | 13,025,305 | 89,212 | 3,286,595 |
| Scott Kavanaugh | 12,941,922 | 172,595 | 3,286,595 |
| Arthur Laffer | 13,024,016 | 90,501 | 3,286,595 |
| Carol Swain | 13,038,285 | 76,232 | 3,286,595 |
| Catherine Wood | 12,424,981 | 686,536 | 3,286,595 |
| 2. | Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 12,888,429 | 175,011 | 51,077 | 3,286,595 |
| 3. | Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers. The frequency of every “one year” was approved. |
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
| 12,869,461 | 46,419 | 129,389 | 69,248 | 3,286,595 |
Consistent with the stockholder vote, the Company’s board of directors determined that the Company will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.
| 4. | Approval, in accordance with Section 312.03 of the New York Stock Exchange Listed Company Manual, of the issuance of shares of common stock generally and to related parties, in each case, upon the redemption of any and all of the shares of 8.00% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”) of the Company purchased by investors in a registered continuous offering. The issuance of common stock upon the redemption of Series C Preferred Stock has been approved. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 12,858,583 | 211,724 | 44,210 | 3,286,595 |
| 5. | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. The appointment was ratified. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 16,347,949 | 53,163 | 8,210 | 0 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEXPOINT REAL ESTATE FINANCE, INC. | |
| By: | /s/ Paul Richards |
| Name: Paul Richards Title: Chief Financial Officer, Executive VP-Finance, Assistant Secretary and Treasurer | |
Date: June 2, 2026