NexPoint Real Estate Finance Inc美股招股说明书(2025-03-14版)

$87,424,507 NexPoint Real Estate Finance, Inc.Common Stockand/or8.50% Series A Cumulative RedeemablePreferred StockLiquidation Preference $25.00 Per Share On March 15, 2022, we filed with the Securities and Exchange Commission (the “SEC”) a prospectussupplement relating to the issuance and sale, from time to time, of our common stock, par value $0.01 per shareand our 8.50% Series A Cumulative Redeemable Preferred Stock (our “Series A Preferred Stock”), pursuant toan “at the market” equity offering program having an aggregate sales price of up to $100,000,000 (the “ATMProgram”) through our sales agents, Raymond James & Associates, Inc., Keefe, Bruyette & Woods, Inc., RobertW. Baird & Co. Incorporated, and Virtu Americas LLC (each a “sales agent” and, collectively, the “salesagents”). These sales were and will be made pursuant to the terms of separate equity distribution agreements,dated March 15, 2022, among us, NexPoint Real Estate Finance Operating Partnership, L.P. (the “OP”),NexPoint Real Estate Advisors VII, L.P. (the “Manager”), and each sales agent. The sales of our common stockand Series A Preferred Stock were registered pursuant to our registration statement on Form S-3 (RegistrationNo. 333-263300) (the “2022 Registration Statement”), which was declared effective on March 14, 2022. Inaccordance with SEC rules, the 2022 Registration Statement expired on March 14, 2025, the three-yearanniversary of the date on which it was declared effective. On December 20, 2023, the Company filed a newregistration statement on Form S-3 (Registration Statement No. 333-276177), which was declared effective onDecember 29, 2023 (the “2023 Registration Statement”). As of the date hereof, the Company has sold 531,728 shares of common stock having an aggregate purchaseprice of $12.6 million and zero shares of Series A Preferred Stock pursuant to the 2022 Registration Statement.Accordingly, shares of common stock and shares of Series A Preferred Stock having an aggregate purchase priceof $87.4 million may be issued and sold pursuant to the 2023 Registration Statement. From and after the datehereof, our common stock and Series A Preferred Stock will be offered, issued and sold pursuant to the 2023Registration Statement. No further sales will be made under the 2022 Registration Statement. No other changeshave been made to the ATM Program. Shares of our common stock and shares of our Series A Preferred Stock are listed on the New York StockExchange, or the NYSE, under the symbol “NREF” and “NREF-PRA,” respectively. On March 13, 2025, thelast reported sale price of our common stock and Series A Preferred Stock on the NYSE was $16.13 per shareand $23.26 per share, respectively. Sales of shares of our common stock or our Series A Preferred Stock, if any, under this prospectus supplementand the accompanying prospectus may be made in transactions that are deemed to be “at the market” offerings,as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including, withoutlimitation, sales made by means of ordinary brokers’ transactions on the NYSE, to or through a market maker atmarket prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated pricesbased on prevailing market prices. The sales agents are not required, individually or collectively, to sell any specific number of shares or dollar amount of our common stock or our Series A Preferred Stock, but each salesagent will use commercially reasonable efforts consistent with its normal trading and sales practices to sellshares of our common stock and Series A Preferred Stock on terms mutually agreeable to the sales agent and us.We also may sell shares of our common stock or Series A Preferred Stock to a sales agent as principal for itsown account at a price agreed upon at the time of sale. If we sell shares of our common stock or our Series APreferred Stock to a sales agent as principal, we will enter into a separate agreement setting forth the terms ofsuch transaction, and we will describe any such agreement in a separate prospectus supplement or pricingsupplement. See “Plan of Distribution” included in this prospectus supplement. Each sales agent will be entitled to compensation that will not exceed, but may be lower than, 1.5% of the grosssales price per share for any shares of our common stock and our Series A Preferred Stock sold through it assales agent from time to time under the equity distribution agreement. Each of the sales agents may be deemedan “underwriter” within the meaning of the Securities Act, and the compensation paid to the sales agents may bedeemed to be underwriting discounts or commissions. We are organized and conduct our operations to qualify as a real estate investment trust, or REIT, for federalincome tax purposes. To assist us in qualifying as a REIT, among other purposes, our charter generally limitsany person from beneficially or constructively owning more than 6.2%