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 are asked to approve the issuance of common stock upon redemption of Series C Preferred Stock, including to related parties, in accordance with NYSE rules.

• Ratification of KPMG LLP as the independent registered public accounting firm for 2026 is on the agenda.

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.

• The board recommends voting FOR all proposals and for a one-year frequency on say-on-pay.

• Voting requirements and broker discretionary voting rules are detailed for each proposal.

• Stockholder proposals for the 2027 annual meeting must comply with SEC and bylaw requirements.

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/corporate governance, each with defined charters and responsibilities.

• The board reviews governance policies annually and has adopted a code of business conduct and ethics.

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

• Directors are expected to attend all meetings and the annual meeting of stockholders.