false 0001786248 0001786248 2022-08-02 2022-08-02 0001786248 nref:CommonStockCustomMember 2022-08-02 2022-08-02 0001786248 nref:SeriesACumulativeRedeemablePreferredStock850CustomMember 2022-08-02 2022-08-02
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): August 2, 2022
 
NEXPOINT REAL ESTATE FINANCE, INC.
(Exact Name Of Registrant As Specified In Charter)
 
Maryland
  
001-39210
  
84-2178264
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
300 Crescent Court, Suite 700
Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (214) 276-6300
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
  
NREF
  
New York Stock Exchange
 
 
8.50% Series A Cumulative Redeemable Preferred Stock,
par value $0.01 per share		  
NREF-PRA
  
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On August 2, 2022, Dr. Carol Swain was appointed to the Board of Directors (the “Board”) of NexPoint Real Estate Finance, Inc. (the “Company”) with a term set to expire at the 2023 annual meeting of stockholders. Dr. Swain has also been appointed to the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
 
In connection with being appointed to the Board, Dr. Swain entered into the Company’s standard indemnification agreement for directors.
 
Dr. Swain will receive compensation in accordance with the Company’s existing compensation policy for non-employee directors, which is described under “The Board, Its Committees and Its Compensation – Director Compensation” in the Company’s proxy statement filed with the Securities and Exchange Commission on April 8, 2022. There are no arrangements or understandings between Dr. Swain and any other person pursuant to which she was selected to serve on the Board. There are also no transactions or relationships between Dr. Swain and the Company that would require disclosure under Item 404(a) of Regulation S-K.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit Number
Exhibit Description
10.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
NEXPOINT REAL ESTATE FINANCE, INC.
   
By:
/s/ Brian Mitts
Name:
Title:
Brian Mitts
Chief Financial Officer, Executive
VP-Finance, Secretary and Treasurer
Date: August 5, 2022
 
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