Material Agreement, Corporate Action, Amendments to Bylaws (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on November 2, 2023, NexPoint Real Estate Finance, Inc. (the "Company") commenced a continuous offering of its 9.00% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") pursuant to its shelf registration statement on Form S-3 (File No. 333-263300) authorizing the sale and issuance of up to 16,000,000 shares of Series B Preferred Stock. On March 14, 2025, the Company moved the continuous offering of Series B Preferred Stock to its shelf registration statement on Form S-3 (File No. 333-276177) filed by the Company with the Securities and Exchange Commission (the "SEC") on December 20, 2023 and declared effective on December 29, 2023 (the "Registration Statement"). On October 1, 2025, the Company filed amendment no. 1 to the prospectus supplement for the issuance and sale of a maximum of 3,482,858 shares of Series B Preferred Stock, for a total offering amount of 17,200,000 shares of Series B Preferred Stock as disclosed below.

On October 1, 2025, the operating partnership of the Company, NexPoint Real Estate Finance Operating Partnership, L.P. (the "Operating Partnership"), executed the Second Amendment to the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership (the "Partnership Agreement Amendment"), for the purpose of authorizing an additional 1,200,000 9.00% Series B Cumulative Redeemable Preferred Units (liquidation preference $25.00 per unit) (the "Series B Preferred Units") having substantially the same designations, preferences and other rights as the Series B Preferred Stock of the Company. The Company expects to contribute the net proceeds from the sale of the Series B Preferred Stock from time to time to the Operating Partnership in exchange for the same number of Series B Preferred Units. Any such issuance of the Series B Preferred Units will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").

On October 1, 2025, the Company and NexPoint Securities, Inc. (the "Dealer Manager"), an affiliate of NexPoint Real Estate Advisors VII, L.P., the Company's external manager, entered into a Second Amendment to Dealer Manager Agreement (the "Dealer Manager Amendment") to add the Additional Shares (as defined below) to the Dealer Manager Agreement, dated as of November 2, 2023 and subsequently amended March 14, 2025, pursuant to which the Dealer Manager is the Company's exclusive dealer manager in connection with the Company's offering of Series B Preferred Stock.

The descriptions of the Partnership Agreement Amendment and Dealer Manager Amendment contained in this Item 1.01 do not purport to be complete and are qualified in their entirety by reference to the full text of the Partnership Agreement Amendment and Dealer Manager Amendment, which are filed as Exhibits 10.1 and 1.1 to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.

Item 3.03. Material Modifications to Rights of Security Holders.

On October 1, 2025, the Company filed with the State Department of Assessments and Taxation of the State of Maryland (the "SDAT") the Articles Supplementary (the "Articles Supplementary") to the Articles of Amendment and Restatement of the Company classifying and designating an additional 1,200,000 shares (the "Additional Shares") of the Company's Series B Preferred Stock and as a result, there is currently an aggregate of 17,200,000 shares of Series B Preferred Stock authorized and classified. The preceding description of the Articles Supplementary contained in this Item 3.03 does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles Supplementary, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 3.03.

A summary of the material terms of the Series B Preferred Stock is set forth in the Company's Current Report on Form 8-K filed with the SEC on November 2, 2023.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information about the Articles Supplementary set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

Item 8.01. Other Events.

On October 1, 2025, the Company filed with the SEC an amendment no. 1 to prospectus supplement (the "Prospectus Supplement") under its Registration Statement to register the Additional Shares for sale in its continuous offering of Series B Preferred Stock pursuant to the Registration Statement.

As of October 1, 2025, the Company has sold 13,717,142 shares of Series B Preferred Stock. Pursuant to the Prospectus Supplement, the Company may issue a maximum of 3,482,858 shares of Series B Preferred Stock that remain available for offer and sale (inclusive of the Additional Shares), at a public offering price of $25.00 per share.

The Series B Preferred Stock are registered with the SEC pursuant to the Registration Statement under the Securities Act and will be offered and sold pursuant to the Prospectus Supplement, the previous prospectus supplement dated March 14, 2025 and the base prospectus dated December 29, 2023 relating to the Registration Statement.

The Company is filing this Current Report on Form 8-K to provide (i) the opinion of Ballard Spahr LLP with respect to certain matters of Maryland law in relation to the Series B Preferred Stock, which opinion is attached as Exhibit 5.1 hereto and (ii) the opinion of Winston & Strawn LLP with respect to the description of material U.S. federal income tax matters in relation to the Series B Preferred Stock, which opinion is attached hereto as Exhibit 8.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.