Sauter Dennis Charles Jr 4

4 · NexPoint Real Estate Finance, Inc. · Filed Apr 6, 2026

AI-generated summary of this filing

Updated Apr 7, 2026

NexPoint RE Finance (NREF) GC Dennis Sauter Receives RSU Award, Exercises RSUs

What Happened

Dennis C. Sauter Jr., General Counsel and Secretary of NexPoint Real Estate Finance (NREF), received a grant of 32,308 restricted stock units (RSUs) on April 2, 2026.
On April 3 and April 4, 2026, previously granted RSUs vested and were converted into 7,549 shares (4,311 on 4/3 and 3,238 on 4/4). To cover tax obligations, a total of 2,699 shares were withheld/disposed (1,470 shares on 4/3 and 1,229 shares on 4/4) at a reported per-share tax withholding value of $13.36, totaling $36,058. Net shares issued on vesting = 7,549 − 2,699 = 4,850 shares.
These transactions are compensation-related (award and vesting/tax withholding) rather than open-market purchases or discretionary sales.

Key Details

Transaction dates/prices: Grant on 2026-04-02 (32,308 RSUs, $0 reported as these are contingent awards). Vest/conversions on 2026-04-03 (4,311 shares) and 2026-04-04 (3,238 shares). Tax-withheld shares disposed at $13.36/share (1,470 → $19,639; 1,229 → $16,419; total $36,058).
Shares owned after transaction: Not specified in the supplied filing details.
Footnotes of note:
- F1: Each RSU equals a contingent right to one share on settlement.
- F2: The 32,308 RSU grant vests in four equal installments (one-fourth each Apr 2, 2027; Feb 15, 2028; Feb 15, 2029; Feb 15, 2030); settlement generally within 10 days of vesting and may be cash-settled.
- F3/F4: The exercised/converting RSUs came from prior grants (4/3/2025 and 4/4/2023) that had scheduled vesting, with portions vesting in Apr 2026.
Filing date/timeliness: Form filed Apr 6, 2026, reporting activity through Apr 4, 2026; this appears to be a standard compensation-related filing and generally falls within normal Form 4 timing requirements.

Context

These entries reflect RSU awards and routine vesting/settlement with shares withheld to satisfy tax withholding (transaction code F), not a discretionary open‑market sale by the insider. Conversion/exercise codes (M) indicate derivative/RSU conversion to common shares. For retail investors, compensation-driven vesting and withholding are common and do not by themselves signal an insider view on the stock.

Form 4

Period: 2026-04-02

General Counsel and Secretary

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-04-03+4,311→ 32,478 total
Tax Payment
Common Stock
2026-04-03$13.36/sh−1,470$19,639→ 31,008 total
Exercise/Conversion
Common Stock
[F1]
2026-04-04+3,238→ 34,246 total
Tax Payment
Common Stock
2026-04-04$13.36/sh−1,229$16,419→ 33,017 total
Award
Restricted Stock Units
[F1][F2]
2026-04-02+32,308→ 32,308 total
→ Common Stock (32,308 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F3]
2026-04-03−4,311→ 12,931 total
→ Common Stock (4,311 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-04-04−3,238→ 3,239 total
→ Common Stock (3,238 underlying)

Footnotes (4)

[F1]Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Real Estate Finance, Inc.
[F2]On April 2, 2026, the reporting person was granted 32,308 restricted stock units. The restricted stock units vest one-fourth on April 2, 2027, one-fourth on February 15, 2028, one-fourth on February 15, 2029 and one-fourth on February 15, 2030. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
[F3]On April 3, 2025, the reporting person was granted 17,242 restricted stock units. The restricted stock units vested one-fourth on April 3, 2026 and will vest one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
[F4]On April 4, 2023, the reporting person was granted 12,953 restricted stock units. The restricted stock units vested one-fourth on April 4, 2024, one-fourth on April 4, 2025 and one-fourth on April 4, 2026 and will vest one-fourth on April 4, 2027. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

Signature

/s/ Paul Richards, as attorney-in-fact for Dennis Charles Sauter Jr|2026-04-06

1 file