📜 What This Document Is 🗳️

This document is a Proxy Statement, which is mandatory corporate paperwork filed with the SEC before an annual stockholder meeting. Think of it as the "instruction manual" for the meeting. It informs you of the specific decisions the company wants stockholders to vote on, who the board members are, and the overall governance structure.

👉 What to expect: You will find details on electing directors, approving executive pay, and voting on critical corporate actions, such as redemptions of preferred stock. 👉 Key dates: The Annual Meeting of Stockholders is set for Tuesday, June 2, 2026, and it will be held exclusively through a virtual format.

🏢 What NexPoint Real Estate Finance Does 🏠

NexPoint Real Estate Finance, Inc. is a Maryland corporation that operates through the OP. In simple terms, it is an investment vehicle that invests heavily in real estate.

👉 How they make money: The company’s primary investment objective is to generate attractive, risk-adjusted returns over the long term. They achieve this by originating, structuring, and investing in several real estate assets. 👉 Investment focus: They primarily focus on first-lien mortgage loans, mezzanine loans, preferred equity, common equity, and various commercial mortgage-backed securities (CMBS securitizations). They concentrate on established real estate sectors like multifamily, single-family rentals (SFR), self-storage, and industrial properties, mainly in the top 50 metropolitan statistical areas.

👥 The Board of Directors 🏛️

The Board of Directors sets the company's overall strategy and governs its operations. The current Board consists of seven members, six of whom are considered non-management and independent.

👉 Committee structure: The Board has established three key committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. 👉 Committee Expertise: The Audit Committee—chaired by Edward Constantino—includes members like Scott Kavanaugh, Dr. Arthur Laffer, Dr. Carol Swain, and Ms. Wood, who are all determined to be "audit committee financial expert" under SEC rules. 👉 Oversight responsibilities: The committees are responsible for areas ranging from overseeing accounting and financial reporting (Audit) to reviewing compensation policies (Compensation) and determining corporate governance guidelines and succession planning (Nominating and Corporate Governance).

🗳️ Annual Meeting Logistics 📅

This section provides all the rules and procedures for how stockholders can participate and vote on the proposals.

👉 Who can vote: Only stockholders of record, or beneficial owners who provide proof of ownership, are entitled to vote. As of March 27, 2026, there were 18,686,983 shares of common stock outstanding. 👉 Voting requirements: To conduct the Annual Meeting, a quorum (a majority of outstanding shares) must be present. If a proxy gives no specific instructions, shares will vote "FOR" the election of the seven directors, and also "FOR" the approval of the compensation and the preferred stock redemptions. 👉 Participation: Stockholders must vote either by internet, by telephone, or by mailing a proxy card. Requests to attend the meeting must be received by 2:00 p.m. Central Time on June 1, 2026.

👤 Election of Directors (Proposal 1) 🧑‍⚖️

Stockholders are asked to elect seven directors to serve one-year terms, expiring at the 2027 Annual Meeting.

👉 Nominee list: The nominees are James Dondero, Brian Mitts, Edward Constantino, Scott Kavanaugh, Dr. Arthur Laffer, Dr. Carol Swain, and Ms. Wood. All current directors are nominated. 👉 Key experience: The Board highlights varied experience across multiple points of view, including specialized knowledge in Corporate Governance, Financial and Accounting, and Risk Management. 👉 Recommendation: The Board unanimously recommends voting FOR the election of all seven nominees.

💵 Executive Compensation (Proposal 2) 💸

This is an advisory vote, meaning the vote is not legally binding on the company, but the Board expects to use the outcome to guide its future compensation decisions.

👉 Compensation structure: The Company’s named executive officers do not currently receive any cash compensation directly from the Company. Instead, the Manager and its affiliates determine their salaries, bonuses, and benefits. 👉 The vote: Stockholders are asked to approve the overall compensation of the named executive officers. 👉 Board recommendation: The Board unanimously recommends voting FOR the approval of the compensation.

📆 Frequency of Future Compensation Votes (Proposal 3) ⏱️

Stockholders get to tell the company how often they want to vote on executive pay in the future.

👉 The options: Stockholders can vote to hold future advisory votes every one year, every two years, or every three years. 👉 Board recommendation: The Board recommends voting for an annual advisory vote (1 YEAR), stating that annual voting allows stockholders to provide timely and direct input on compensation policies.

📉 Preferred Stock Redemption (Proposal 4) 🔄

This proposal addresses the issuance of common stock that will be used to redeem shares of 8.00% Series C Cumulative Redeemable Preferred Stock.

👉 Legal requirement: Because the proposed issuance of common stock may exceed the thresholds set by the NYSE (Section 312.03), stockholder approval is legally required. 👉 Redemption mechanics: The Series C Preferred Stockholders have the right to require the Company to redeem their shares at a price calculated based on the stated value, redemption fees, and accrued dividends. 👉 Company right: For as long as the stock is listed on the NYSE, the Company has the right to pay the redemption price in cash or in equal value of shares of common stock, based on the closing price one trading day prior. 👉 Board recommendation: The Board unanimously recommends voting FOR the approval of the issuance of common stock upon the Series C Preferred Stock redemptions.

🧾 Independent Auditor Ratification (Proposal 5) 🔍

The Board asks shareholders to ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for 2026.

👉 KPMG's role: KPMG provided services for both 2025 and 2024. 👉 Reported Fees: The total fees for 2025 were $1,492,810, covering Audit Fees ($1,287,500) and Tax Fees ($205,310). 👉 Board recommendation: The Board unanimously recommends voting FOR the ratification of KPMG LLP's appointment.

📑 Corporate Policies and Related Parties 🛡️

The Board has adopted several policies to ensure ethical and proper financial conduct.

👉 Related Party Transaction Policy: All such transactions must be reviewed and approved by disinterested members of the audit committee. These transactions involve any relationship with a "Related Party" (like directors, officers, or major stockholders) that gives them a material financial interest. 👉 Investment Policy: The primary investment goal is long-term, risk-adjusted returns. The Company intends to achieve this by investing in first-lien mortgage loans, mezzanine loans, preferred equity, and common equity, primarily in sectors like multifamily and SFR in the top 50 metro areas. 👉 Board Authority: The Board retains broad authority, without needing stockholder approval, to raise additional capital (equity or debt) or to issue additional shares of common stock if deemed appropriate.

📞 Contact and Administrative Details 📍

If stockholders need assistance, or wish to attend the meeting, there are specific instructions.

👉 Proxy Solicitor: EQ Fund Solutions, LLC is serving as the proxy solicitor. 👉 General Inquiries: For questions regarding accessing the annual meeting, stockholders should contact EQ at (877)-283-0325. 👉 Web Resources: All information, including the Notice of Annual Meeting, Proxy Statement, and 2025 Annual Report, is available online at https://www.vote.proxyonline.com.

🧠 The Analogy

A proxy statement is like an athlete's contract draft before a major game. It doesn't tell you who won or lost, but it lays out every single play, rule, and player—from the starting lineup (the directors) to the specific penalties and penalties rules (the policies)—that must be agreed upon by the team (the stockholders) before the main event (the annual meeting) can take place.

🧩 Final Takeaway

The annual meeting is focused on confirming corporate stability and governance through multiple votes. Stockholders must approve the board directors, executive compensation, and the redemption of preferred stock, all under the guidance of established corporate policies and audit committee oversight.