NexPoint Real Estate Finance (NREF) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 2, 2026, with stockholders able to vote electronically or by proxy on several key proposals.

• Seven directors are nominated for election to serve until the 2027 annual meeting, all of whom are current directors.

• Advisory votes will be held on executive compensation and the frequency of future say-on-pay votes, with the board recommending annual votes.

• Stockholders will vote on the issuance of common stock upon redemption of Series C Preferred Stock, including to related parties, and on the ratification of KPMG LLP as the independent auditor for 2026.

• The company is externally managed, with executive compensation primarily in the form of equity awards and no direct cash compensation from the company.

Voting matters and shareholder proposals

• Proposals include election of seven directors, advisory approval of executive compensation, advisory vote on frequency of say-on-pay, approval of common stock issuance for Series C Preferred Stock redemptions, and ratification of KPMG LLP as auditor.

• The board recommends voting for all director nominees, for executive compensation, for annual say-on-pay votes, for the stock issuance, and for auditor ratification.

• Shareholder proposals for the 2027 annual meeting must be received by December 24, 2026.

Board of directors and corporate governance

• The board consists of seven members, five of whom are independent under NYSE rules.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and independent membership.

• The board has adopted corporate governance guidelines, a code of business conduct and ethics, and policies on insider trading and related party transactions.

• The lead independent director facilitates communication between independent directors and the chairman.