NexPoint Real Estate Finance Inc美股招股说明书(2025-10-01版)

NexPoint Real Estate Finance, Inc.9.00% Series B Cumulative Redeemable Preferred Stock(Liquidation Preference $25.00 per share of SeriesB Cumulative Redeemable Preferred Stock)Maximum of 3,482,858 Shares This Amendment No. 1 (the “Prospectus Supplement”) amends and supplements the information in the prospectus supplement dated March14, 2025 (the “Prior Prospectus Supplement”).This Prospectus Supplement amends and/or supplements only those sections of the PriorProspectus Supplement listed in this Prospectus Supplement; all other sections of the Prior Prospectus Supplement remain unchanged.ThisProspectus Supplement should be read in conjunction with the Prior Prospectus Supplement and the accompanying prospectus, datedDecember 29, 2023 (the "Prospectus"), and is qualified by reference thereto, except to the extent that the information herein amends orsupersedes the information contained in the Prospectus and the Prior Prospectus Supplement. This Prospectus Supplement is not completewithout, and may only be delivered or utilized in connection with, the Prospectus and Prior Prospectus Supplement, and any futureamendments or supplements thereto. On November 2, 2023, we filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement relating to the issuanceand sale of a maximum of 16,000,000 shares of our 9.00% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (our“Series B Preferred Stock”), at a public offering price of $25.00 per share. The sale of our Series B Preferred Stock was registered pursuant toour registration statement on Form S-3 (Registration Statement No. 333-263300) (the “2022 Registration Statement”), which was declaredeffective on March 14, 2022. In accordance with SEC rules, the 2022 Registration Statement expired on March 14, 2025, the three-yearanniversary of the date on which it was declared effective. We filed the Prior Prospectus Supplement to move the Series B Preferred Stockoffering to our registration statement on Form S-3 (File No. 333-276177), which was declared effective December 29, 2023 (the "2023Registration Statement"). We are filing this Prospectus Supplement to amend the Prior Prospectus Supplement to increase the total maximum offering amount of sharesof Series B Preferred Stock issuable and saleable pursuant to the 2023 Registration Statement by 1,200,000 shares to 17,200,000 shares ofSeries B Preferred Stock offered. As of the date hereof, the Company has sold 13,717,142 shares of Series B Preferred Stock pursuant to the 2022 Registration Statement and2023 Registration Statement. Accordingly, a maximum of 3,482,858 shares of Series B Preferred Stock may be issued and sold pursuant to thePrior Prospectus Supplement and this Prospectus Supplement. Shares of our common stock are listed on the New York Stock Exchange (the “NYSE”) and NYSE Texas under the symbol “NREF.” OnSeptember 30, 2025, the last reported sale price of our common stock on the NYSE and NYSE Texas was $14.18 per share. There is currentlyno public trading market for the SeriesB Preferred Stock, and we do not expect a market to develop. We do not intend to apply for a listing ofthe SeriesB Preferred Stock on any national securities exchange. We are an“emerging growth company”and a“smaller reporting company”under federal securities laws and are subject to reducedpublic company reporting requirements. Investing in our securities involves a high degree of risk. You should read carefully thesection entitledRisk Factorsbeginning on page S-2 of this Prospectus Supplement, the risks set forth under the caption“RiskFactors”in the Prior Prospectus Supplement and the risks set forth under the caption“Item 1A. Risk Factors”in our most recentAnnual Report on Form 10-K, as well as additional risks that may be described in future reports or information that we file with theSEC, which are incorporated by reference in this Prospectus Supplement, the Prior Prospectus Supplement and the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy oraccuracy of this Prospectus Supplement, the Prior Prospectus Supplement or the Prospectus. Any representation to the contrary is acriminal offense. OfferingPublic offering price (1)Assumes that all shares of SeriesB Preferred Stock offered in this offering are sold and that no shares of Series B Preferred Stock are soldas part of our “friends and family”program.(2)Initial gross proceeds. (3)Selling commissions and the dealer manager fee will equal up to 7.0% and 3.0% of aggregate gross offering proceeds, respectively, fromthe sale of our Series B Preferred Stock in this offering. Each is payable to our dealer manager. We or our affiliates also may providepermissible forms of non-cash compensation to registered representatives of our dealer manager and to broker-dealers that are membersof the Financial Industry Regulatory Authority, Inc. (“FINRA”) and au