NexPoint Real Estate Finance Inc美股招股说明书(2025-11-04版)

NexPoint Real Estate Finance, Inc.8.00% Series C Cumulative Redeemable Preferred Stock(Stated Value $25.00 per share of Series C Cumulative Redeemable Preferred Stock)Maximum of 8,000,000 Shares This prospectus supplement and the accompanying prospectus relate to the issuance and sale of a maximum of 8,000,000 shares of our 8.00% Series C Cumulative Redeemable Preferred Stock, par value$0.01 per share (our “Series C Preferred Stock”), at a public offering price of $25.00 per share in this offering. The initial closing of the offering is expected to occur on or about December 5, 2025. To theextent a participating broker-dealer in this offering reduces its selling commissions below 7.0%, the public offering price per share of SeriesC Preferred Stock will be decreased by an amount equal tosuch reduction. The SeriesC Preferred Stock will rank senior to our common stock and pari passu with our 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (our “SeriesA Preferred Stock”) and our 9.00% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (our “Series B Preferred Stock”), with respect to payment of dividends and distribution ofamounts upon liquidation, dissolution or winding up. Holders of our SeriesC Preferred Stock will have no voting rights except as set forth in the Articles Supplementary establishing the Series CPreferred Stock, including an exclusive voting right on any amendment to our charter in a manner that materially and adversely affects the rights of the holders of Series C Preferred Stock. This prospectussupplement also covers the shares of our common stock that may be issuable upon redemption of the Series C Preferred Stock sold pursuant to this offering. We are organized and conduct our operations to qualify as a real estate investment trust (a “REIT”) for federal income tax purposes. To assist us in qualifying as a REIT, among other purposes, our chartergenerally limits any person from beneficially or constructively owning more than 6.2% in value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock or 6.2%in value of the outstanding shares of all classes or series of our stock, including the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock. See “Description of Capital Stock—Restrictions on Ownership and Transfer” beginning on page 11 of the accompanying prospectus. Shares of our common stock are listed on the New York Stock Exchange (the “NYSE”) and the NYSE Texas under the symbol “NREF.” On November 3, 2025, the last reported sale price of our commonstock on the NYSE was $13.70 per share. There is currently no public trading market for the SeriesC Preferred Stock, and we do not expect a market to develop. We do not intend to apply for a listing ofthe SeriesC Preferred Stock on any national securities exchange. As part of our “friends and family” program, we may sell shares of Series C Preferred Stock to NexPoint Real Estate Advisors VII, L.P. (our “Manager”), who acts as our external manager, and itsaffiliates, our directors and officers, the families of or persons or entities having prior relationships with any of the foregoing, or persons who are selected by the dealer manager in consultation with theCompany. There will be no selling commissions with respect to any such sales and the dealer manager may in consultation with the Company waive or reduce the dealer manager fee. As a result, thepublic offering price per share of Series C Preferred Stock sold in our “friends and family” program will be decreased by an amount equal to the discount. The dealer manager in consultation with theCompany will make all final determinations regarding whether an individual or entity falls within the friends and family category and whether the dealer manager fee will be waived or reduced, includingthe extent of any reduction. We are an“emerging growth company”and a“smaller reporting company”under federal securities laws and are subject to reduced public company reporting requirements. Investing in oursecurities involves a high degree of risk. Before investing in our Series C Preferred Stock, you should read carefully the section entitledRisk Factorsbeginning on page S-10 of this prospectussupplement and the risks set forth under the caption“Item 1A. Risk Factors”in our most recent Annual Report on Form 10-K, as well as additional risks that may be described in futurereports or information that we file with the Securities and Exchange Commission (the“SEC”), which are incorporated by reference in this prospectus supplement and the accompanyingprospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. OfferingPublic offering price (1)Assumes that all shares of SeriesC Pr