NexPoint Real Estate Finance, Inc.

8-K · nref20260602_8k.htm iXBRL

0001786248

 2026-06-02
 2026-06-02

 0001786248

 nref:CommonStockParValue001PerShareCustomMember

 2026-06-02
 2026-06-02

 0001786248

 nref:SeriesACumulativeRedeemablePreferredStockParValue001PerShare850CustomMember

 2026-06-02
 2026-06-02

  

  

 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