Sec Form 4 Filing - Goetz Matthew @ NexPoint Real Estate Finance, Inc. - 2021-06-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Goetz Matthew 2. Issuer Name and Ticker or Trading Symbol NexPoint Real Estate Finance, Inc. [ NREF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 2515 MCKINNEY AVENUE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 06/24/2021 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/24/2021 M 11,922 A 48,474 D Common Stock 06/24/2021 F 3,544 D $ 20.73 44,930 D Common Stock 65,700 I See Footnote ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 06/24/2021 M 11,922 ( 3 ) ( 3 ) Common Stock 11,922 $ 0 35,765 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goetz Matthew 2515 MCKINNEY AVENUE, SUITE 1100 DALLAS, TX75201 See Remarks Signatures /s/ Brian Mitts, as attorney-in-fact for Matt Goetz 06/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Real Estate Finance, Inc. ( 2 )These shares are held by NexPoint Real Estate Strategies Fund ("NRESF"). These shares were previously reported in error, as Mr. Goetz does not have voting or investment control over shares held by NRESF. Consequently, Mr. Goetz will no longer report beneficial ownership of shares held by NRESF on a going forward basis. ( 3 )On June 24, 2020, the reporting person was granted 47,687 restricted stock units. The restricted stock units vested one-fourth on June 24, 2021, and will vest one-fourth on May 8, 2022, one-fourth on May 8, 2023 and 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.

Remarks: Senior VP-Investments and Asset Management

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 4(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).

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