NexPoint Real Estate Finance Inc美股招股说明书(2025-03-14版)

$87,424,507 NexPoint Real Estate Finance, Inc.Common Stockand/or8.50% Series A Cumulative RedeemablePreferred StockLiquidation Preference $25.00 Per Share On March 15, 2022, we filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement relating to theissuance and sale, from time to time, of our common stock, par value $0.01 per share and our 8.50% Series A CumulativeRedeemable Preferred Stock (our “Series A Preferred Stock”), pursuant to an “at the market” equity offering program having anaggregate sales price of up to $100,000,000 (the “ATM Program”) through our sales agents, Raymond James & Associates, Inc.,Keefe, Bruyette & Woods, Inc., Robert W. Baird & Co. Incorporated, and Virtu Americas LLC (each a “sales agent” and,collectively, the “sales agents”). These sales were and will be made pursuant to the terms of separate equity distributionagreements, dated March 15, 2022, among us, NexPoint Real Estate Finance Operating Partnership, L.P. (the “OP”), NexPointReal Estate Advisors VII, L.P. (the “Manager”), and each sales agent. The sales of our common stock and Series A Preferred Stockwere registered pursuant to our registration statement on Form S-3 (Registration No. 333-263300) (the “2022 RegistrationStatement”), which was declared effective on March 14, 2022. In accordance with SEC rules, the 2022 Registration Statementexpired on March 14, 2025, the three-year anniversary of the date on which it was declared effective. On December 20, 2023, theCompany filed a new registration statement on Form S-3 (Registration Statement No. 333-276177), which was declared effectiveon December 29, 2023 (the “2023 Registration Statement”). As of the date hereof, the Company has sold 531,728 shares of common stock having an aggregate purchase price of $12.6 millionand zero shares of Series A Preferred Stock pursuant to the 2022 Registration Statement. Accordingly, shares of common stock andshares of Series A Preferred Stock having an aggregate purchase price of $87.4 million may be issued and sold pursuant to the2023 Registration Statement. From and after the date hereof, our common stock and Series A Preferred Stock will be offered,issued and sold pursuant to the 2023 Registration Statement. No further sales will be made under the 2022 Registration Statement.No other changes have been made to the ATM Program. Shares of our common stock and shares of our Series A Preferred Stock are listed on the New York Stock Exchange, or the NYSE,under the symbol “NREF” and “NREF-PRA,” respectively. On March 13, 2025, the last reported sale price of our common stockand Series A Preferred Stock on the NYSE was $16.13 per share and $23.26 per share, respectively. Sales of shares of our common stock or our Series A Preferred Stock, if any, under this prospectus supplement and theaccompanying prospectus may be made in transactions that are deemed to be “at the market” offerings, as defined in Rule 415under the Securities Act of 1933, as amended, or the Securities Act, including, without limitation, sales made by means of ordinarybrokers’ transactions on the NYSE, to or through a market maker at market prices prevailing at the time of sale, at prices related toprevailing market prices or at negotiated prices based on prevailing market prices. The sales agents are not required, individuallyor collectively, to sell any specific number of shares or dollar amount of our common stock or our Series A Preferred Stock, buteach sales agent will use commercially reasonable efforts consistent with its normal trading and sales practices to sell shares of ourcommon stock and Series A Preferred Stock on terms mutually agreeable to the sales agent and us. We also may sell shares of ourcommon stock or Series A Preferred Stock to a sales agent as principal for its own account at a price agreed upon at the time ofsale. If we sell shares of our common stock or our Series A Preferred Stock to a sales agent as principal, we will enter into aseparate agreement setting forth the terms of such transaction, and we will describe any such agreement in a separate prospectussupplement or pricing supplement. See “Plan of Distribution” included in this prospectus supplement. Each sales agent will be entitled to compensation that will not exceed, but may be lower than, 1.5% of the gross sales price pershare for any shares of our common stock and our Series A Preferred Stock sold through it as sales agent from time to time underthe equity distribution agreement. Each of the sales agents may be deemed an “underwriter” within the meaning of the SecuritiesAct, and the compensation paid to the sales agents may be deemed to be underwriting discounts or commissions. We are organized and conduct our operations to qualify as a real estate investment trust, or REIT, for federal income tax purposes.To assist us in qualifying as a REIT, among other purposes, our charter generally limits any person from beneficially orconstructively owning more than