Sec Form 4 Filing - DONDERO JAMES D @ NexPoint Real Estate Finance, Inc. - 2023-02-21

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person DONDERO JAMES D 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) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 300 CRESCENT COURT, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2023 (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 02/21/2023 M 17,309 A 68,264 D Common Stock 02/22/2023 M 15,839 A 84,103 D Common Stock 5,694,670 I See Footnote ( 2 ) Common Stock 2,863,485 I See Footnote ( 3 ) Common Stock 184,542.08 ( 4 ) I See Footnote ( 5 ) Common Stock 1,800 I See Footnote ( 6 )

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 ) 02/21/2023 M 17,309 ( 7 ) ( 7 ) Common Stock 17,309 $ 0 51,926 D Restricted Stock Units ( 1 ) 02/22/2023 M 15,839 ( 8 ) ( 8 ) Common Stock 15,839 $ 0 31,679 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DONDERO JAMES D 300 CRESCENT COURT, SUITE 700 DALLAS, TX75201 X X President Signatures /s/ Brian Mitts, as attorney-in-fact for James Dondero 02/23/2023 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 )1,322,385 shares are held by Highland Global Allocation Fund and 4,372,285 shares are held by Highland Income Fund. These entities are managed by NexPoint Asset Management, L.P. ("NexPoint Asset Management"). Mr. Dondero is the sole stockholder and director of Strand Advisors XVI, Inc., NexPoint Asset Management's general partner, and may be deemed to be an indirect beneficial owner of securities held by NexPoint Asset Management. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 3 )2,100,000 shares are held by NexPoint Real Estate Opportunities, LLC, which is wholly owned by NexPoint Diversified Real Estate Trust Operating Partnership, L.P., which is wholly owned by NexPoint Diversified Real Estate Trust, 281,817 shares are held by NexPoint Real Estate Strategies Fund and 481,668 shares are held by NexPoint Capital, Inc. These entities are managed or advised, directly or indirectly, by NexPoint Advisors, L.P. ("NP"). Mr. Dondero is the sole member of NP's general partner, and may be deemed to be an indirect beneficial owner of securities held by NP. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. ( 4 )Includes shares acquired under dividend reinvestment plan. ( 5 )29,207 shares are held by a company which is an indirect wholly owned subsidiary of a trust of which Mr. Dondero is the beneficiary. The remaining shares of common stock are held directly by the trust. Mr. Dondero disclaims beneficial ownership of the shares held directly or indirectly by the trust except to the extent of his pecuniary interest therein. ( 6 )These shares are held by a limited liability company in which the trust referenced in footnote 5 to this Form 4 owns a majority interest. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 7 )On February 21, 2022, the reporting person was granted 69,235 restricted stock units. The restricted stock units vested one-fourth on February 21, 2023 and will vest one-fourth on February 21, 2024, 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. ( 8 )On February 22, 2021, the reporting person was granted 63,357 restricted stock units. The restricted stock units vested one-fourth on February 22, 2022 and one-fourth on February 22, 2023 and will vest one-fourth on February 22, 2024 and 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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.