NexPoint Real Estate Finance, Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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Sep 30, 2025 · Filed Nov 13, 2025
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Item 6.
- Common and Preferred Stock Investments
Common Stock Investments, at fair value
The Company owns approximately 25.5% of the total outstanding shares of common stock of NexPoint Storage Partners, Inc. ("NSP") and thus can exercise significant influence over NSP. The Company elected the fair value option in accordance with ASC 825-10-10 for NSP.
The investment in NSP is a Level 3 asset in the fair value hierarchy and was initially measured using the entry price of the asset. The Company's valuation policy for common stock is to use readily available market prices on the relevant valuation date to the extent they are available. On a quarterly basis, the Company determines the value using widely accepted valuation techniques. A bottoms-up approach was used by valuing the wholly-owned self-storage assets in aggregate and development loans individually. In this bottoms-up approach, the discounted cash flow methodology is applied to the self-storage assets owned by NSP. Additionally, the income approach is used to determine the fair value of the development loans owned by NSP whereby contractual cash flows are discounted at observable market discount rates. In addition, as a secondary check for reasonableness, a top-down approach was applied whereby observable market terminal capitalization rates and discount rates are applied to the consolidated NSP cash flows. The valuation relies primarily on the bottoms-up approach but uses the top-down approach to corroborate the bottoms-up conclusion with a reasonable precision.
The Company owns approximately 6.3% of the total outstanding shares of common stock of a private ground lease REIT (the "Private REIT") as of September 30, 2025. The Company elected the fair value option in accordance with ASC 825-10-10 for the Private REIT.
The investment in the Private REIT is a Level 3 asset in the fair value hierarchy. As of September 30, 2025, the Company valued this investment based on the Private REIT's market approach price of $18.33 per share.
The following table presents "Common stock investments, at fair value" as of September 30, 2025 and December 31, 2024, respectively (in thousands, except share amounts):
| Shares · Fair Value | ||||||
|---|---|---|---|---|---|---|
| Investment | Investment Date | Property Type | September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 |
| Common Stock | ||||||
| NexPoint Storage Partners | 11/6/2020 | Self-storage | 41,963 | 41,963 | $26,010 | $30,467 |
| Private REIT | 4/14/2022 | Ground lease | 1,394,213 | 1,394,213 | 25,556 | 26,922 |
The following table presents “Change in unrealized gain (loss) on common stock investments” (in thousands):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Change in unrealized gain (loss) on NexPoint Storage Partners | $1,308 | $3,006 | $(4,457) | $2,553 |
| Change in unrealized gain (loss) on Private REIT | (557) | 1,283 | (1,366) | (906) |
| Change in unrealized gain (loss) on common stock investments | $751 | $4,289 | $(5,823) | $1,647 |
Equity Method Investments
The Company owns approximately 98.0% of the total outstanding common equity of each of Resmark Forney Gateway Holdings, LLC ("RFGH") and Resmark The Brook Holdings, LLC ("RTB"). These investments are held in entities that are considered VIEs as the power to direct activities is not proportional to ownership interests. The investments are accounted for under the equity method and classified as Equity method investments.
The Company owns approximately 6.0% of the total outstanding common equity of Ridgeview Place. The investment is held in an entity that is considered a VIE as the power to direct activities is not proportional to ownership interests. The investments are accounted for under the equity method and classified as Equity method investments.
The Company owns approximately 79.1% of total outstanding membership interests of Capital Acquisitions Partners, LLC ("CAP"). The investment is held in an entity that is considered a VIE as the power to direct activities is not proportional to ownership interests. The investment is accounted for under the equity method and classified as Equity method investments.
Preferred Stock Investments, at fair value
On November 9, 2023, the Company invested in the Series D-1 preferred stock (“Series D-1”) of IQHQ, Inc. ("IQHQ"), a privately held life sciences real estate investment trust. The Series D-1 dividend accumulates quarterly at a 10.5% dividend rate per annum. The Series D-1 are not deemed to be in-substance common stock and are accounted for as investments in equity securities measured at fair value. The securities do not have a readily determinable fair value, and the Company does not elect the measurement alternative. The Company owns approximately 11.8% of the total outstanding shares of the Series D-1 as of September 30, 2025.
The investment in the Series D-1 is a Level 3 asset in the fair value hierarchy and was initially measured using the entry price of the asset. As of September 30, 2025, the Company valued this investment at fair value, which is supported by a discounted cash flow based on the present value of the expected future cash flows of the underlying investment.
On January 2, 2025, the Company invested in the Series E preferred stock ("Series E") of IQHQ through the IQHQ Subscription Agreement (as defined in Note 15). The Series E dividend accumulates quarterly at a 16.5% dividend rate per annum. The Series E are not deemed to be in-substance common stock and are accounted for as investments in equity securities measured at fair value. The securities do not have a readily determinable fair value, and the Company does not elect the measurement alternative. The Company owns approximately 46.8% of the total outstanding shares of the Series E as of September 30, 2025.
The investment in the Series E is a Level 3 asset in the fair value hierarchy and was initially measured using the entry price of the asset. As of September 30, 2025, the Company valued the investment at fair value as there is a continuous offering open.
The following table presents "Preferred stock and warrant investments, at fair value" as of September 30, 2025 and December 31, 2024, respectively (in thousands, except share amounts):
| Shares · Fair Value | ||||||
|---|---|---|---|---|---|---|
| Investment | Investment Date | Property Type | September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 |
| Preferred Stock | ||||||
| IQHQ Series D Preferred Stock | 11/9/2023 | Life Science | 18,949 | 18,949 | $18,702 | $18,949 |
| IQHQ Series E Preferred Stock | 1/2/2025 | Life Science | 137,013 | — | 137,013 | — |
| Warrants | ||||||
| IQHQ, Inc. | 5/23/2024 | Life Science | 43,859,625 | 13,699,840 | 116,228 | 27,400 |
The following table presents “Change in unrealized gain (loss) on preferred stock and warrant investments” (in thousands):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Change in unrealized gain on preferred stock investments | $24,929 | $201 | $55,110 | $303 |
| Change in unrealized gain on warrants | 25,458 | — | 33,472 | — |
| Change in unrealized gain on preferred stock and warrant investments | $50,387 | $201 | $88,582 | $303 |
- Unconsolidated Variable Interest Entities
Unconsolidated VIEs
The Company continually reassesses whether it remains the primary beneficiary for VIEs consolidated under the VIE model.
As of September 30, 2025, the Company has accounted for the following investments as unconsolidated VIEs:
| Entities | Instrument | Asset Type | Accounting Treatment | Percentage Ownership as of September 30, 2025 | Relationship as of September 30, 2025 |
|---|---|---|---|---|---|
| Unconsolidated Entities: | |||||
| NexPoint Storage Partners, Inc. | Common Stock | Self-storage | Fair Value | 25.5% | VIE |
| Resmark Forney Gateway Holdings, LLC | Common Equity | Multifamily | Equity Method | 98.0% | VIE |
| Resmark The Brook Holdings, LLC | Common Equity | Multifamily | Equity Method | 98.0% | VIE |
| Private REIT | Common Stock | Ground lease | Fair Value | 6.3% | VIE |
| Ridgeview Place | Common Equity | Multifamily | Equity Method | 6.0% | VIE |
| Capital Acquisitions Partners, LLC | Membership Interests | Multifamily | Equity Method | 79.1% | VIE |
The Company's maximum exposure to loss of value for the NSP investment is the fair value of the Company's $26.0 million NSP common stock investment. The Company's maximum exposure to loss of value for CAP is the $1.7 million carrying value. The Company's maximum exposure to loss of value for the Private REIT investment is the fair value of the Company's $25.6 million Private REIT common stock investment.
- CMBS Structured Pass-Through Certificates
As of September 30, 2025, the Company held fourteen CMBS interest only strips ("CMBS I/O Strips") at fair value. The CMBS I/O Strips consist of interest only tranches of Freddie Mac structured pass-through certificates with underlying portfolios of fixed-rate mortgage loans secured primarily by stabilized multifamily properties. Multifamily structured credit risk notes ("MSCR Notes") are unguaranteed securities designed to transfer to investors a portion of the credit risk associated with eligible multifamily mortgages linked to a reference pool. Mortgage backed securities receive principal and interest on floating-rate loans secured by SFR, multifamily and self-storage properties.
The following table presents the CMBS I/O Strips as of September 30, 2025 (in thousands):
| Investment | Investment Date | Carrying Value | Property Type | Interest Rate | Current Yield (1) | Maturity Date |
|---|---|---|---|---|---|---|
| CMBS I/O Strips | ||||||
| CMBS I/O Strip | 5/18/2020 | $1,223 | Multifamily | 2.02% | 20.58% | 1/25/2030 |
| CMBS I/O Strip | 8/6/2020 | 12,733 | Multifamily | 2.98% | 23.57% | 6/25/2030 |
| CMBS I/O Strip | 4/28/2021 | 3,620 | Multifamily | 1.59% | 23.67% | 1/25/2030 |
| CMBS I/O Strip | 5/27/2021 | 2,658 | Multifamily | 3.38% | 23.50% | 5/25/2030 |
| CMBS I/O Strip | 6/7/2021 | 275 | Multifamily | 2.31% | 33.44% | 11/25/2028 |
| CMBS I/O Strip | 6/11/2021 | 1,254 | Multifamily | 1.69% | 28.35% | 5/25/2029 |
| CMBS I/O Strip | 6/21/2021 | 727 | Multifamily | —% | —% | 5/25/2030 |
| CMBS I/O Strip | 8/10/2021 | 1,695 | Multifamily | 1.89% | 23.92% | 4/25/2030 |
| CMBS I/O Strip | 8/11/2021 | 1,033 | Multifamily | 3.10% | 19.14% | 7/25/2031 |
| CMBS I/O Strip | 8/24/2021 | 182 | Multifamily | 2.61% | 20.77% | 1/25/2031 |
| CMBS I/O Strip | 9/1/2021 | 2,677 | Multifamily | 1.92% | 22.55% | 6/25/2030 |
| CMBS I/O Strip | 9/11/2021 | 2,985 | Multifamily | 2.95% | 18.84% | 9/25/2031 |
| CMBS I/O Strip | 1/16/2025 | 5,708 | Multifamily | 5.67% | 15.01% | 11/25/2034 |
| CMBS I/O Strip | 4/24/2025 | 5,564 | Multifamily | 5.69% | 15.81% | 4/25/2034 |
| Total | $42,334 | 3.37% | 20.61% | |||
(1)Current yield is the annualized income earned divided by the cost basis of the investment.
The following table presents the CMBS I/O Strips as of December 31, 2024 (in thousands):
| Investment | InvestmentDate | Carrying Value | Property Type | Interest Rate | Current Yield (1) | Maturity Date |
|---|---|---|---|---|---|---|
| CMBS I/O Strips | ||||||
| CMBS I/O Strip | 5/18/2020 | $1,395 | Multifamily | 2.02% | 16.62% | 1/25/2030 |
| CMBS I/O Strip | 8/6/2020 | 14,188 | Multifamily | 2.98% | 20.73% | 6/25/2030 |
| CMBS I/O Strip | 4/28/2021 | 4,175 | Multifamily | 1.59% | 20.52% | 1/25/2030 |
| CMBS I/O Strip | 5/27/2021 | 2,972 | Multifamily | 3.38% | 20.56% | 5/25/2030 |
| CMBS I/O Strip | 6/7/2021 | 330 | Multifamily | 2.31% | 27.43% | 11/25/2028 |
| CMBS I/O Strip | 6/11/2021 | 1,581 | Multifamily | 0.61% | 9.13% | 5/25/2029 |
| CMBS I/O Strip | 6/21/2021 | 1,001 | Multifamily | 1.15% | 19.71% | 5/25/2030 |
| CMBS I/O Strip | 8/10/2021 | 1,925 | Multifamily | 1.89% | 20.89% | 4/25/2030 |
| CMBS I/O Strip | 8/11/2021 | 1,104 | Multifamily | 3.10% | 17.20% | 7/25/2031 |
| CMBS I/O Strip | 8/24/2021 | 199 | Multifamily | 2.61% | 18.42% | 1/25/2031 |
| CMBS I/O Strip | 9/1/2021 | 2,947 | Multifamily | 1.92% | 19.72% | 6/25/2030 |
| CMBS I/O Strip | 9/11/2021 | 3,162 | Multifamily | 2.95% | 17.01% | 9/25/2031 |
| Total | $34,979 | 2.49% | 19.50% | |||
(1)Current yield is the annualized income earned divided by the cost basis of the investment
The following table presents activity related to the Company’s CMBS I/O Strips, MSCR Notes and mortgage backed securities (in thousands):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net interest earned | $(38) | $(455) | $(57) | $772 |
| Change in unrealized gain (loss) on CMBS structured pass-through certificates | 607 | 1,541 | 2,439 | 1,962 |
| Change in unrealized gain (loss) on MSCR Notes | — | — | — | (13) |
| Change in unrealized gain (loss) on mortgage backed securities | — | 464 | — | 1,079 |
| Total | $569 | $1,550 | $2,382 | $3,800 |
- Real Estate Investments, net
On December 31, 2021, the Company acquired a 204-unit multifamily property in Charlotte, North Carolina (Hudson Montford).
On June 4, 2025, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) between NexPoint Montford Investment Co, LLC (a wholly owned subsidiary of the OP, the “Seller”) and NexBank Capital, Inc. ("NexBank Capital") to sell all the membership interests of NexPoint Montford, LLC (“Montford subsidiary”). On July 22, 2025 (the “closing date”), in accordance with the MIPA, the Seller sold the membership interests of the Montford subsidiary to NexBank Capital for $60.0 million. Substantially all of the fair value of the disposed membership interests is concentrated in the property that is wholly owned by the Montford subsidiary at the closing date. As such, the Company determined the Montford subsidiary is not a business, and the membership interests represent an in-substance nonfinancial asset consistent with ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets.
The membership interests sold represented 100% of the outstanding equity interests. Following the sale, the Company determined it no longer holds a controlling financial interest in the Montford subsidiary and is no longer the primary beneficiary. The Company deconsolidated the Montford subsidiary (including the property) as of July 22, 2025.
Simultaneously with the sale, the Seller, NexBank Capital and the Montford subsidiary entered into an Agreement Regarding Ownership of Bank Accounts, which retained the bank account and its balance, along with all its respective rights, titles and interest in, to, and under, at the Seller. During the nine months ended September 30, 2025, the Company recognized a gain on deconsolidation of $3.7 million which was recognized in gain on sales of real estate in the consolidated statement of operations.
A director and officer of the Company also (i) is the beneficiary of a trust that indirectly owns 100% of the limited partnership interests in the parent of the Manager and directly owns 100% of the general partnership interests in the parent of the Manager and (ii) is a director of NexBank Capital, the holding company of NexBank, directly owns a minority of the common stock of NexBank, and is the beneficiary of a trust that directly owns a substantial portion of the common stock of NexBank. For more information on the sale, see Note 17.
On October 10, 2023, the Company exercised its right to terminate and replace the existing manager of SPG Alexander JV LLC, which owns a 280-unit multifamily property in Atlanta, Georgia (Alexander at the District).
As of September 30, 2025, the components of the Company's investment in a multifamily property were as follows (in thousands):
| Real Estate Investments, Net | Land | Buildings andImprovements | Construction in Progress | Furniture,Fixtures andEquipment | Totals |
|---|---|---|---|---|---|
| Alexander at the District | $7,806 | $59,785 | $— | $1,438 | $69,029 |
| Accumulated depreciation and amortization | — | (4,014) | — | (705) | (4,719) |
| Net Operating Real Estate Investments | $7,806 | $55,771 | $— | $733 | $64,310 |
As of December 31, 2024, the components of the Company's investments in multifamily properties were as follows (in thousands):
| Real Estate Investments, Net | Land | Buildings andImprovements | Construction in Progress | Furniture,Fixtures andEquipment | Totals |
|---|---|---|---|---|---|
| Hudson Montford | $10,996 | $50,204 | $— | $1,018 | $62,218 |
| Alexander at the District | 7,806 | 59,331 | 2 | 1,229 | 68,368 |
| Accumulated depreciation and amortization | — | (7,662) | — | (1,088) | (8,750) |
| Total Real Estate Investments, Net | $18,802 | $101,873 | $2 | $1,159 | $121,836 |
The following table reflects the revenue and expenses for the three and nine months ended September 30, 2025 and 2024 for our multifamily properties (in thousands):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Revenues | ||||
| Rental income | $1,569 | $2,195 | $6,401 | $6,316 |
| Other income | 10 | (6) | 89 | 119 |
| Total revenues | 1,579 | 2,189 | 6,490 | 6,435 |
| Expenses | ||||
| Interest expense | 1,456 | 2,096 | 5,113 | 6,270 |
| Real estate taxes and insurance | 217 | 150 | 980 | 1,034 |
| Property operating expenses | 389 | 653 | 1,516 | 1,799 |
| Property general and administrative expenses | 92 | 98 | 333 | 175 |
| Property management fees | 51 | 66 | 192 | 190 |
| Depreciation and amortization | 620 | 1,099 | 2,313 | 4,499 |
| Rate cap (income) expense | 1 | 138 | (11) | 139 |
| Casualty (gain) loss | — | — | — | (1) |
| Total expenses | 2,826 | 4,300 | 10,436 | 14,105 |
| Net income (loss) from consolidated real estate owned | $(1,247) | $(2,111) | $(3,946) | $(7,670) |
- Debt
The following table summarizes the Company’s financing arrangements in place as of September 30, 2025 (dollars in thousands):
| Facility · Collateral | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Date issued · Outstandingface amount · Carryingvalue · Final statedmaturity · Weightedaverageinterestrate (1) · Weightedaveragelife (years)(2) · Outstandingface amount · Amortized cost basis · Carryingvalue (3) · Weightedaveragelife (years)(2) | ||||||||||||||||
| Master Repurchase Agreements | ||||||||||||||||
| CMBS | ||||||||||||||||
| Mizuho(4) | 4/15/2020 | $257,605 | $257,605 | N/A | (5) | 5.96% | 0.0 | $740,573 | $352,449 | $337,306 | 4.1 | |||||
| Asset Specific Financing | ||||||||||||||||
| Single Family Rental loans | ||||||||||||||||
| Freddie Mac | 7/12/2019 | 108,848 | 108,848 | 7/12/2029 | 2.69% | 2.0 | 119,243 | 122,176 | 122,176 | 2.0 | ||||||
| Mezzanine loans | ||||||||||||||||
| Freddie Mac | 10/20/2020 | 57,945 | 57,945 | 8/1/2031 | 0.30% | 4.6 | 98,254 | 90,336 | 90,336 | 4.6 | ||||||
| Multifamily properties | ||||||||||||||||
| Argentic | 10/10/2023 | 63,500 | 63,500 | 11/6/2025 | (6) | 8.59% | 0.1 | N/A | 64,310 | 64,310 | 0.1 | |||||
| Common stock investment | ||||||||||||||||
| NexBank, SSB | 4/29/2024 | 10,000 | 9,958 | 4/27/2026 | 8.23% | 0.6 | N/A | N/A | 25,555 | N/A | ||||||
| Unsecured Financing | ||||||||||||||||
| Various | 10/15/2020 | 36,500 | 36,485 | 10/15/2025 | (7) | 7.50% | 0.0 | N/A | N/A | N/A | N/A | |||||
| Various | 4/20/2021 | 180,000 | 179,232 | 5/1/2026 | 5.75% | 0.6 | N/A | N/A | N/A | N/A | ||||||
| NFRO REIT Sub, LLC | 10/18/2022 | 6,500 | 6,500 | 10/18/2027 | 7.50% | 2.0 | N/A | N/A | N/A | N/A | ||||||
| Total/weighted average | $720,898 | $720,073 | 5.32% | 0.9 | $958,070 | $629,271 | $639,683 | 3.9 | ||||||||
(3)CMBS are shown at fair value on an unconsolidated basis. SFR Loans and mezzanine loans are shown at amortized cost.
(4)On April 15, 2020, three of our subsidiaries entered into a master repurchase agreement with Mizuho Securities ("Mizuho"). Borrowings under these repurchase agreements are collateralized by portions of the CMBS B-Pieces and CMBS I/O Strips.
(5)The master repurchase agreement with Mizuho does not have a stated maturity date. The transactions in place have aone-month totwo-month tenor and are expected to roll accordingly.
(6)Debt was assumed upon consolidation of this property and recorded at the outstanding principal amount. The loan was extended on November 6, 2024 forone year to November 6, 2025. The loan was further extendedone year to November 6, 2026.
(7)On October 15, 2025, upon maturity, the OP repaid $37.9 million of its 7.5% OP Notes, which includes accrued interest, and extinguished the 7.50% OP Notes.
The following table summarizes the Company’s financing arrangements in place as of December 31, 2024 (dollars in thousands):
| December 31, 2024 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Facility · Collateral | |||||||||||||||||||
| Date issued · Outstandingface amount · Carrying value · Final statedmaturity · Weightedaverage interestrate (1) · Weightedaverage life(years) (2) · Outstandingface amount · Amortized costbasis · Carrying value(3) · Weightedaverage life(years) (2) | |||||||||||||||||||
| Master Repurchase Agreements | |||||||||||||||||||
| CMBS | |||||||||||||||||||
| Mizuho(4) | 4/15/2020 | $243,454 | $243,454 | N/A | (5) | 6.49% | 0.0 | $740,022 | $360,427 | $350,379 | 4.7 | ||||||||
| Asset Specific Financing | |||||||||||||||||||
| Single Family Rental loans | |||||||||||||||||||
| Freddie Mac | 7/12/2019 | 110,097 | 110,097 | 7/12/2029 | 2.70% | 2.8 | 120,618 | 124,071 | 124,071 | 2.8 | |||||||||
| Mezzanine loans | |||||||||||||||||||
| Freddie Mac | 10/20/2020 | 59,252 | 59,253 | 8/1/2031 | 0.30% | 5.3 | 96,817 | 98,597 | 98,597 | 5.3 | |||||||||
| Multifamily properties | |||||||||||||||||||
| CBRE | 12/31/2021 | 32,480 | 31,964 | 6/1/2028 | (6) | 8.06% | 3.4 | N/A | 56,348 | 56,348 | 3.4 | ||||||||
| Argentic | 10/10/2023 | 63,500 | 63,500 | 11/6/2025 | (7) | 8.59% | 0.8 | N/A | 65,488 | 65,488 | 0.8 | ||||||||
| Common stock investment | |||||||||||||||||||
| NexBank, SSB | 4/29/2024 | 10,000 | 9,869 | 4/28/2025 | 8.78% | 0.3 | N/A | N/A | 26,922 | N/A | |||||||||
| Promissory note | |||||||||||||||||||
| Raymond James | 5/20/2024 | 57,520 | 56,550 | 5/20/2025 | (8) | 10.55% | 0.4 | 140,283 | 139,324 | 139,324 | 2.1 | ||||||||
| Unsecured Financing | |||||||||||||||||||
| Various | 10/15/2020 | 36,500 | 36,205 | 10/25/2025 | 7.50% | 0.8 | N/A | N/A | N/A | N/A | |||||||||
| Various | 4/20/2021 | 180,000 | 178,296 | 5/1/2026 | 5.75% | 1.3 | N/A | N/A | N/A | N/A | |||||||||
| NFRO REIT Sub, LLC | 10/18/2022 | 6,500 | 6,500 | 10/18/2027 | 7.50% | 2.8 | N/A | N/A | N/A | N/A | |||||||||
| Total/weighted average | $799,303 | $795,688 | 5.95% | 1.4 | $1,097,740 | $844,255 | $861,129 | 4.2 | |||||||||||
(3)CMBS are shown at fair value on an unconsolidated basis. SFR Loans and mezzanine loans are shown at amortized cost.
(4)On April 15, 2020, three of our subsidiaries entered into a master repurchase agreement with Mizuho Securities ("Mizuho"). Borrowings under these repurchase agreements are collateralized by portions of the CMBS B-Pieces and CMBS I/O Strips.
(5)The master repurchase agreement with Mizuho does not have a stated maturity date. The transactions in place have aone-month totwo-month tenor and are expected to roll accordingly.
(6)Debt was assumed upon acquisition of this property and recorded at the outstanding principal amount, net of debt issuance costs. The loan can be prepaid at a 1.0% prepayment premium on any unpaid principal. The loan is open to pre-payment in the last three months of the term.
(7)Debt was assumed upon consolidation of this property and recorded at the outstanding principal amount. The loan was extended on November 6, 2024 forone year.
(8)Debt was extended from the original loan maturity of November 20, 2024 to November 20, 2025.
Prior to the Formation Transaction, two of our subsidiaries entered into a loan and security agreement dated July 12, 2019 with Freddie Mac (the “Credit Facility”). Under the Credit Facility, these entities borrowed approximately $788.8 million in connection with their acquisition of senior pooled mortgage loans backed by SFR properties (the “Underlying Loans”). No additional borrowings can be made under the Credit Facility, and our obligations will be secured by the Underlying Loans. The Credit Facility is guaranteed by certain members of the Contribution Group and the OP. The guarantors are subject to minimum net worth and liquidity covenants. The Credit Facility continues to be guaranteed by members of the Contribution Group and the OP as of September 30, 2025. The Credit Facility was assumed by the Company as part of the Formation Transaction at carrying value which approximated fair value. As such, the remaining outstanding balance of $788.8 million was contributed to the Company on February 11, 2020. Our borrowings under the Credit Facility will mature on July 12, 2029. However, if an Underlying Loan matures or is paid off prior to July 12, 2029, the Company will be required to repay the portion of the Credit Facility that is allocated to that loan. As of September 30, 2025, the outstanding balance on the Credit Facility was $108.8 million.
We, through the Subsidiary OPs, have borrowed approximately $257.6 million under our repurchase agreements and posted $740.6 million par value of our CMBS B-Piece and CMBS I/O Strip investments as collateral as of September 30, 2025. The CMBS B-Pieces and CMBS I/O Strips held as collateral are illiquid and irreplaceable in nature. These assets are restricted solely to satisfy the interest and principal balances owed to the lender.
The Company has issued an aggregate principal amount of $180.0 million of its 5.75% Senior Unsecured Notes ("5.75% Notes").
As of September 30, 2025 the principal outstanding senior loans and mezzanine loans consisted of the following (dollars in thousands):
| Investment · Investment Date · Outstanding Principal Balance (1) · Location · Property Type · Interest Type · Interest Rate · Maturity Date | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Senior Loans | |||||||||||||
| Senior loan | 2/11/2020 | $28,564 | (2) | Various | Single-family | Fixed | 2.14% | 12/1/2025 | |||||
| Senior loan | 2/11/2020 | 32,719 | Various | Single-family | Fixed | 2.70% | 11/1/2028 | ||||||
| Senior loan | 2/11/2020 | 9,284 | Various | Single-family | Fixed | 2.45% | 3/1/2026 | ||||||
| Senior loan | 2/11/2020 | 6,691 | Various | Single-family | Fixed | 3.51% | 2/1/2028 | ||||||
| Senior loan | 2/11/2020 | 8,581 | Various | Single-family | Fixed | 3.30% | 10/1/2028 | ||||||
| Senior loan | 2/11/2020 | 7,643 | Various | Single-family | Fixed | 3.14% | 1/1/2029 | ||||||
| Senior loan | 2/11/2020 | 5,664 | Various | Single-family | Fixed | 2.99% | 3/1/2029 | ||||||
| Senior loan | 2/11/2020 | 5,056 | Various | Single-family | Fixed | 3.14% | 12/1/2028 | ||||||
| Senior loan | 2/11/2020 | 4,646 | Various | Single-family | Fixed | 2.64% | 10/1/2028 | ||||||
| Total | $108,848 | 2.69% | |||||||||||
| Mezzanine Loans | |||||||||||||
| Mezzanine loan | 10/20/2020 | $8,723 | Wilmington, DE | Multifamily | Fixed | 0.30% | 6/1/2029 | ||||||
| Mezzanine loan | 10/20/2020 | 7,344 | White Marsh, MD | Multifamily | Fixed | 0.30% | 4/1/2031 | ||||||
| Mezzanine loan | 10/20/2020 | 6,353 | Philadelphia, PA | Multifamily | Fixed | 0.30% | 7/1/2031 |
|---|---|---|---|---|---|---|---|
| Mezzanine loan | 10/20/2020 | 5,881 | Daytona Beach, FL | Multifamily | Fixed | 0.30% | 7/1/2031 |
| Mezzanine loan | 10/20/2020 | 4,523 | Laurel, MD | Multifamily | Fixed | 0.30% | 7/1/2031 |
| Mezzanine loan | 10/20/2020 | 4,179 | Temple Hills, MD | Multifamily | Fixed | 0.30% | 1/1/2029 |
| Mezzanine loan | 10/20/2020 | 3,390 | Temple Hills, MD | Multifamily | Fixed | 0.30% | 5/1/2029 |
| Mezzanine loan | 10/20/2020 | 3,348 | Lakewood, NJ | Multifamily | Fixed | 0.30% | 5/1/2029 |
| Mezzanine loan | 10/20/2020 | 2,454 | North Aurora, IL | Multifamily | Fixed | 0.30% | 11/1/2028 |
| Mezzanine loan | 10/20/2020 | 2,264 | Rosedale, MD | Multifamily | Fixed | 0.30% | 10/1/2028 |
| Mezzanine loan | 10/20/2020 | 2,215 | Cockeysville, MD | Multifamily | Fixed | 0.30% | 7/1/2031 |
| Mezzanine loan | 10/20/2020 | 2,026 | Laurel, MD | Multifamily | Fixed | 0.30% | 7/1/2029 |
| Mezzanine loan | 10/20/2020 | 1,836 | Vancouver, WA | Multifamily | Fixed | 0.30% | 8/1/2031 |
| Mezzanine loan | 10/20/2020 | 1,763 | Tyler, TX | Multifamily | Fixed | 0.30% | 11/1/2028 |
| Mezzanine loan | 10/20/2020 | 918 | Atlanta, GA | Multifamily | Fixed | 0.30% | 8/1/2031 |
| Mezzanine loan | 10/20/2020 | 728 | Des Moines, IA | Multifamily | Fixed | 0.30% | 3/1/2029 |
| Total | $57,945 | 0.30% | |||||
(1)Outstanding principal balance represents the total repurchase agreement balance outstanding as of September 30, 2025.
(2)The Company deferred maturity to December 1, 2025
For the nine months ended September 30, 2025 and 2024, the activity related to the carrying value of the master repurchase agreements, secured financing agreements and unsecured financing were as follows (in thousands):
| For the Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Balances as of January 1, | $795,688 | $1,268,212 |
| Principal borrowings | 52,428 | 231,106 |
| Principal repayments | (99,127) | (688,674) |
| Principal repayments on mortgages payable | (32,125) | (173) |
| Loss on extinguishment of debt | 1,839 | 359 |
| Accretion of discounts | 1,209 | 1,121 |
| Amortization of deferred financing costs | 161 | 36 |
| Balances as of September 30, | $720,073 | $811,987 |
Schedule of Debt Maturities
The aggregate scheduled maturities, including amortizing principal payments, of total debt for the next five calendar years subsequent to September 30, 2025 are as follows (in thousands):
| Year | Recourse | Non-recourse | Total |
|---|---|---|---|
| 2025(1) | $100,000 | $286,169 | $386,169 |
| 2026 | 190,000 | 9,284 | 199,284 |
| 2027 | 6,500 | — | 6,500 |
| 2028 | — | 64,174 | 64,174 |
| 2029 | — | 35,701 | 35,701 |
| Thereafter | — | 29,070 | 29,070 |
| $296,500 | $424,398 | $720,898 |
(1)The transactions in place in the master repurchase agreement with Mizuho have aone-month totwo-month tenor and are expected to roll accordingly.
- Fair Value of Financial Instruments
Derivative Financial Instruments and Hedging Activities
In the normal course of business, our operations are exposed to market risks, including the effect of changes in interest rates. We may enter into derivative financial instruments to offset this underlying market risk. There have been no significant changes in our policy and strategy from what was disclosed in the financial statements included in our Annual Report.
Financial Instruments Carried at Fair Value
See Notes 2, 4, 5, 6 and 7 for additional information.
Financial Instruments Not Carried at Fair Value
The fair values of cash and cash equivalents, accrued interest and dividends, accounts payable and other accrued liabilities and accrued interest payable approximated their carrying values because of the short-term nature of these instruments. The estimated fair values of other financial instruments were determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company would realize on the disposition of the financial instruments. The use of different market assumptions or estimation methodologies may have a material effect on the estimated fair value amounts.
In calculating the fair value of its long-term indebtedness, the Company used interest rate and spread assumptions that reflect current creditworthiness and market conditions available for the issuance of long-term debt with similar terms and remaining maturities. These financial instruments utilize Level 2 inputs.
Amounts borrowed under master repurchase agreements are based on their contractual amounts that reasonably approximate their fair value given the short to moderate term and floating rate nature.
The carrying values and fair values of the Company’s financial assets and liabilities recorded at fair value on a recurring basis, as well as other financial instruments not carried at fair value as of September 30, 2025 (in thousands):
| Fair Value | |||||
|---|---|---|---|---|---|
| CarryingValue | Level 1 | Level 2 | Level 3 | Total | |
| Assets | |||||
| Cash and cash equivalents | $17,921 | $17,921 | $— | $— | $17,921 |
| Restricted cash | 3,640 | 3,640 | — | — | 3,640 |
| Loans, held-for-investment, net | 583,646 | — | — | 578,970 | 578,970 |
| Preferred stock investments, at fair value | 155,715 | — | — | 155,715 | 155,715 |
| Common stock investments, at fair value | 51,566 | — | — | 51,566 | 51,566 |
| Equity method investments | 1,660 | — | — | 1,660 | 1,660 |
| Mortgage loans, held-for-investment, net | 122,176 | — | — | 120,573 | 120,573 |
| Accrued interest | 60,703 | 60,703 | — | — | 60,703 |
| Mortgage loans held in variable interest entities, at fair value | 4,054,259 | — | 4,047,023 | 7,236 | 4,054,259 |
| CMBS structured pass-through certificates, at fair value | 42,334 | — | 42,334 | — | 42,334 |
| Stock warrant investments | 116,228 | — | — | 116,228 | 116,228 |
| Accounts receivable and other assets | 3,916 | 3,916 | — | — | 3,916 |
| Total Assets | $5,213,764 | $86,180 | $4,089,357 | $1,031,948 | $5,207,485 |
| Liabilities | |||||
| Secured financing agreements, net | $176,752 | $— | $— | $155,359 | $155,359 |
| Master repurchase agreements | 257,605 | — | — | 257,605 | 257,605 |
| Unsecured notes, net | 222,217 | — | 222,171 | — | 222,171 |
| Mortgages payable, net | 63,500 | — | — | 59,574 | 59,574 |
| Accounts payable and other accrued liabilities | 11,889 | 11,889 | — | — | 11,889 |
| Accrued interest payable | 15,326 | 15,326 | — | — | 15,326 |
| Bonds payable held in variable interest entities, at fair value | 3,755,809 | — | 3,755,809 | — | 3,755,809 |
| Total Liabilities | $4,503,098 | $27,215 | $3,977,980 | $472,538 | $4,477,733 |
The carrying values and fair values of the Company’s financial assets and liabilities recorded at fair value on a recurring basis, as well as other financial instruments not carried at fair value as of December 31, 2024 (in thousands):
| Fair Value | |||||
|---|---|---|---|---|---|
| CarryingValue | Level 1 | Level 2 | Level 3 | Total | |
| Assets | |||||
| Cash and cash equivalents | $3,877 | $3,877 | $— | $— | $3,877 |
| Restricted cash | 3,176 | 3,176 | — | — | 3,176 |
| Loans, held-for-investment, net | 497,544 | — | — | 505,866 | 505,866 |
| Preferred stock investments, at fair value | 18,949 | — | — | 18,949 | 18,949 |
| Common stock investments, at fair value | 57,389 | — | — | 57,389 | 57,389 |
| Equity method investments | 1,504 | — | — | 1,504 | 1,504 |
| Mortgage loans, held-for-investment, net | 263,395 | — | — | 262,037 | 262,037 |
| Accrued interest | 41,208 | 41,208 | — | — | 41,208 |
| Mortgage loans held in variable interest entities, at fair value | 4,343,359 | — | 4,343,359 | — | 4,343,359 |
| CMBS structured pass-through certificates, at fair value | 34,979 | — | 34,979 | — | 34,979 |
| Stock warrant investments | 27,400 | — | — | 27,400 | 27,400 |
| Accounts receivable and other assets | 1,457 | 1,184 | 273 | — | 1,457 |
| Total Assets | $5,294,237 | $49,445 | $4,378,611 | $873,145 | $5,301,201 |
| Liabilities | |||||
| Secured financing agreements, net | $235,769 | $— | $— | $250,285 | $250,285 |
| Master repurchase agreements | 243,454 | — | — | 243,454 | 243,454 |
| Unsecured notes, net | 221,001 | — | 213,457 | — | 213,457 |
| Mortgages payable, net | 95,464 | — | — | 92,157 | 92,157 |
| Accounts payable and other accrued liabilities | 9,458 | 9,458 | — | — | 9,458 |
| Accrued interest payable | 10,020 | 10,020 | — | — | 10,020 |
| Bonds payable held in variable interest entities, at fair value | 4,029,214 | — | 4,029,214 | — | 4,029,214 |
| Total Liabilities | $4,844,380 | $19,478 | $4,242,671 | $585,896 | $4,848,045 |
The significant unobservable inputs used in the fair value measurement of the Company’s investments are the discount rate and terminal capitalization rate. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement.
Management elected the fair value option to account for the Company's Level 3 assets as of September 30, 2025 (in thousands):
| FairValue · Valuation Technique · Unobservable Inputs · Range · Weighted Average (1) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| NexPoint Storage Partners | $26,010 | Discounted cash flow | Terminal cap rate | 5.00% - 5.50% | 5.25% | ||||
| Discount rate | 7.00% - 9.00% | 8.00% | |||||||
| IQHQ Series D Preferred Stock | 18,703 | Discounted cash flow | Discount rate | 15.25% - 16.75% | 16.00% | ||||
| IQHQ Series E Preferred Stock | 137,013 | Discounted cash flow | Discount rate | 15.76% - 17.26% | 16.51% | ||||
| Private REIT | 25,556 | Market approach | NAV per share multiple | 0.95 - 1.05x | 1.00 | x | |||
| IQHQ Warrants | 116,228 | NAV Approach | Marketability Discount (2) | 29.00% - 50.00% | 39.50% | ||||
(1)Averages are weighted based on the fair value of the related instrument
(2)Change in valuation technique as a result transitioning third party report
The following is a summary of significant unobservable inputs used in the fair valuation of the Company's Level 3 assets carried at fair value on the Consolidated Balance Sheets as of December 31, 2024 (dollars in thousands):
| FairValue · Valuation Technique · Unobservable Inputs · Range · Weighted Average (1) | ||||||||
|---|---|---|---|---|---|---|---|---|
| NexPoint Storage Partners | $30,467 | Discounted cash flow | Terminal cap rate | 5.00% - 5.50% | 5.25% | |||
| Discount rate | 8.00% - 8.50% | 8.25% | ||||||
| IQHQ, Inc. | 18,949 | Discounted cash flow | Discount rate | 11.00% - 12.00% | 11.50% | |||
| Private REIT | 26,922 | Market approach | NAV per share multiple | 1.00x - 1.15x | 1.08x | |||
(1)Averages are weighted based on the fair value of the related instrument.
The table below reflects a summary of changes for the Company's Level 3 common and preferred stock assets carried at fair value on the Consolidated Balance Sheets for the nine months ended September 30, 2025:
| Balances as of December 31, 2024 | Additions | Change in Unrealized Gains/(Losses) | Balances as of September 30, 2025 | |
|---|---|---|---|---|
| NexPoint Storage Partners | $30,467 | $— | $(4,457) | $26,010 |
| IQHQ Series D Preferred Stock | 18,949 | — | (247) | 18,702 |
| IQHQ Series E Preferred Stock | — | 81,656 | 55,357 | 137,013 |
| Private REIT | 26,922 | — | (1,366) | 25,556 |
| IQHQ Warrants | 27,400 | 55,356 | 33,472 | 116,228 |
The table below reflects a summary of changes for the Company's Level 3 common and preferred stock assets carried at fair value on the Consolidated Balance Sheets for the nine months ended September 30, 2024:
| Balances as of December 31, 2023 | Additions | Change in Unrealized Gains/(Losses) | Balances as of September 30, 2024 | |
|---|---|---|---|---|
| NexPoint Storage Partners | $33,129 | $— | $2,553 | $35,682 |
| IQHQ, Inc. | 14,776 | 3,506 | 303 | 18,585 |
| Private REIT | 28,400 | — | (906) | 27,494 |
Other Financial Instruments Carried at Fair Value
Redeemable noncontrolling interests in the OP and the 9.00% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") have redemption features and are marked to their redemption value if such value exceeds the carrying value. The redemption values are based on the fair value of the Company’s common stock at the redemption date, and therefore, are calculated based on the fair value of the Company’s common stock at the balance sheet date. Since the valuation is based on observable inputs such as quoted prices for similar instruments in active markets, the redeemable noncontrolling interests in the OP and the Series B Preferred Stock are classified as Level 2 if they are adjusted to their redemption value. As of September 30, 2025, the redeemable noncontrolling interests in the OP and the Series B Preferred Stock are valued at their carrying value on the Consolidated Balance Sheets.
- Stockholders’ Equity
Common Stock
During the nine months September 30, 2025, the Company issued 260,699 shares of common stock, par value of $0.01 per share pursuant to the Amended and Restated NexPoint Real Estate Finance, Inc. 2020 Long Term Incentive Plan (the "LTIP").
As of September 30, 2025, the Company had 17,721,828 shares of common stock issued and outstanding.
Preferred Stock
On July 24, 2020, the Company issued 2,000,000 shares of its 8.50% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) at a price to the public of $24.00 per share, for gross proceeds of $48.0 million before deducting underwriting discounts and commissions of approximately $1.2 million and other offering expenses of approximately $0.8 million. The Series A Preferred Stock has a $25.00 per share liquidation preference.
On November 2, 2023, the Company announced the launch of a continuous public offering (the “Series B Preferred Offering”) of up to 16,000,000 shares of its Series B Preferred Stock at a price to the public of $25.00 per share. On October 1, 2025, the Company increased the number of authorized and offered shares of Series B Preferred Stock to 17,200,000. As of September 30, 2025, the Company has issued 13,717,142 shares of Series B Preferred Stock for gross proceeds of $335.1 million before deducting selling commissions and dealer manager fees of approximately $26.6 million. The Series B Preferred Stock has a $25.00 per share liquidation preference. The Company expects that the Series B Preferred Offering will terminate on the earlier of the date the Company sells all 17,200,000 shares of the Series B Preferred Stock in the Series B Preferred Offering or December 29, 2026 (which is the third anniversary of the effective date of the Company’s registration statement), which may be extended by the Board in its sole discretion. The Board may elect to terminate the Series B Preferred Offering at any time. During the year ended December 31, 2024, Series B Preferred shareholders redeemed 1,746 shares of Series B Preferred Stock. During the nine months ended September 30, 2025, Series B Preferred shareholders redeemed 56,225 shares of Series B Preferred Stock.
Share Repurchase Program
On March 9, 2020, the Board authorized a share repurchase program (the “Prior Share Repurchase Program”) through which the Company could repurchase an indeterminate number of shares of our common stock at an aggregate market value of up to $10.0 million in shares of its common stock during atwo-year period that expired on March 9, 2022. On September 28, 2020, the Board authorized the expansion of the Prior Share Repurchase Program to include the Company’s Series A Preferred Stock with the same period and repurchase limit. The Company was able to utilize various methods to affect the repurchases, and the timing and extent of the repurchases will depend upon several factors, including market and business conditions, regulatory requirements and other corporate considerations, including whether the Company’s common stock is trading at a significant discount to net asset value ("NAV") per share. From inception through expiration, the Company repurchased 327,422 shares of its common stock, par value $0.01 per share, at a total cost of approximately $4.8 million, or $14.61 per share. These repurchased shares of common stock are classified as treasury stock and reduce the number of shares of the Company’s common stock outstanding and, accordingly, are considered in the weighted-average number of shares outstanding during the period until cancelled. On March 3, 2021, the Company cancelled 40,435 shares of common stock, and on May 29, 2024, the Company cancelled 286,987 shares of common stock, eliminating the remaining treasury shares.
On February 22, 2023, the Board authorized a share repurchase program (the “Share Repurchase Program”) through which the Company may repurchase an indeterminate number of shares of our common stock and Series A Preferred Stock at an aggregate market value of up to $20.0 million in shares of its common stock, during atwo-year period set to expire on February 22, 2025. The Board extended the Share Repurchase Program for an additionaltwo-year period set to expire on February 24, 2027. The Company may utilize various methods to affect the repurchases, and the timing and extent of the repurchases will depend upon several factors, including market and business conditions, regulatory requirements and other corporate considerations, including whether the Company’s common stock is trading at a significant discount to NAV per share. Repurchases under this program may be discontinued at any time. The Company has not made any purchases under the Share Repurchase Program as of September 30, 2025.
Long Term Incentive Plan
On January 31, 2020, the NexPoint Real Estate Finance, Inc. 2020 Long Term Incentive Plan (the “Original LTIP”) was approved and on May 7, 2020, the Company filed a registration statement on Form S-8 registering 1,319,734 shares of common stock, which the Company may issue pursuant to the Original LTIP.
On January 26, 2024, the LTIP was approved and on January 30, 2024, the Company filed a registration statement on Form S-8 registering an additional 2,308,000 shares of common stock, which the Company may issue pursuant to the LTIP. The LTIP authorizes the compensation committee of the Board to provide equity-based compensation in the form of stock options, appreciation rights, restricted shares, restricted stock units, performance shares, performance units and certain other awards denominated or payable in, or otherwise based on, the Company’s common stock or factors that may influence the value of the Company’s common stock, plus cash incentive awards, for the purpose of providing the Company’s directors, officers and other key employees (and those of the Manager and the Company’s subsidiaries), and potentially certain non-employees who perform employee-type functions, incentives and rewards for performance.
Restricted Stock Units
Under the LTIP, restricted stock units may be granted to the Company’s directors, officers and other key employees (and those of the Manager and the Company’s subsidiaries) and typically vest over athree tofive-year period for officers, employees and certain key employees of the Manager and annually for directors. The most recent grant of restricted stock units to officers, employees and certain key employees of the Manager will vest over afour-year period. Beginning on the date of grant, restricted stock units earn dividends that are payable in cash on the vesting date. On February 22, 2021, the Company granted 220,352 restricted stock units to its officers and other employees of the Manager and 11,832 restricted stock units to its directors, on November 8, 2021, the Company granted 1,201 restricted stock units to the sole member of the general partner of one of the Company’s subsidiaries, on February 21, 2022, the Company granted 264,476 restricted stock units to its officers and other employees of the Manager and 12,464 restricted stock units to its directors, on April 4, 2023, the Company granted 418,685 restricted stock units to its officers and other employees of the Manager and 21,370 restricted stock units to its directors, on March 13, 2024 the Company granted 442,666 restricted stock units to its officers and other employees of the Manager and 22,650 restricted stock units to its directors, and on April 3, 2025, the Company granted 449,664 restricted stock units to its officers and other employees of the Manager and 33,108 restricted stock units to its directors. Compensation expense is recognized on a straight-line basis over the total requisite service period for the entire award. Forfeitures are recognized as they occur.
The following table includes the number of restricted stock units granted, vested, forfeited and outstanding as of September 30, 2025:
| 2025 | |||
|---|---|---|---|
| Number of Units · Weighted AverageGrant Date Fair Value | |||
| Outstanding December 31, 2024 | 920,076 | $15.81 | |
| Granted | 482,772 | 14.66 | |
| Vested | (363,852) | (1) | 16.48 |
| Forfeited | (13,390) | 14.63 | |
| Outstanding September 30, 2025 | 1,025,606 | $15.15 | |
(1)Certain key employees of the Manager elected to net the taxes owed upon vesting against the shares issued resulting in 260,699 shares being issued as shown on the consolidated statements of stockholders' equity.
The vesting schedule for the restricted stock units as of September 30, 2025 is as follows:
| Shares Vesting | ||||
|---|---|---|---|---|
| February · March · April · Total | ||||
| 2026 | 51,950 | 105,667 | 232,475 | 390,092 |
| 2027 | 112,419 | 105,664 | 86,945 | 305,028 |
| 2028 | 112,414 | 105,665 | — | 218,079 |
| 2029 | 112,407 | — | — | 112,407 |
| Total | 389,190 | 316,996 | 319,420 | 1,025,606 |
As of September 30, 2025, total unrecognized compensation expense on restricted stock unit awards was approximately $12.2 million, and the expense is expected to be recognized over a weighted average vesting period of 0.8 years.
At-The-Market-Offering
On March 15, 2022, the Company, the OP and the Manager entered into separate equity distribution agreements (the “Equity Distribution Agreements”) with each of Raymond James & Associates, Inc. ("Raymond James"), Keefe, Bruyette & Woods, Inc., Robert W. Baird & Co. Incorporated and Virtu Americas LLC, pursuant to which the Company could issue and sell from time to time shares of the Company's common stock and Series A Preferred Stock having an aggregate sales price of up to $100.0 million (the “ATM Program”). The Equity Distribution Agreements provided for the issuance and sale of common stock or Series A Preferred Stock by the Company through a sales agent acting as a sales agent or directly to the sales agent acting as principal for its own account at a price agreed upon at the time of sale.
Sales of shares of common stock or Series A Preferred Stock under the ATM Program, if any, may be made in transactions that are deemed to be “at the market” offerings, as defined in Rule 415 under the Securities Act of 1933 (the "Securities Act") including, without limitation, sales made by means of ordinary brokers' transactions on the New York Stock Exchange ("NYSE"), to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices based on prevailing market prices.
The following table contains summary information of the ATM Program for sales from inception through September 30, 2025:
| Gross Proceeds | $12,575,493 |
|---|---|
| Shares of Common Stock Issued | 531,728 |
| Gross Average Sale Price per Share of Common Stock | $23.65 |
| Sales Commissions | $188,655 |
| Offering Costs | 888,249 |
| Net Proceeds | 11,498,589 |
| Average Price Per Share, net | $21.62 |
OP Unit Redemptions
At the 2021 annual meeting of the Company, the Company's stockholders approved the potential issuance of 13,758,906 shares of the Company's common stock to related parties in connection with the redemption of their OP Units or SubOP Units that may be redeemed for OP Units. As of September 30, 2025, the Company had issued 8,748,735 shares of the Company's common stock to redeeming unitholders.
- Earnings Per Share
Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of the Company’s common stock outstanding and excludes any unvested restricted stock units issued pursuant to the LTIP.
Diluted earnings per share is computed by adjusting basic earnings per share for the dilutive effect of the assumed vesting of restricted stock units. Additionally, the Company includes the dilutive effect of the potential redemption of OP Units for common shares in accordance with the third amended and restated limited partnership agreement of the OP (as amended, the "OP LPA"). The Company also includes the assumed conversion of the Series B Preferred Stock using the if-converted method. During periods of net loss, the assumed vesting of restricted stock units is anti-dilutive and is not included in the calculation of earnings (loss) per share.
The following table sets forth the computation of basic and diluted earnings per share for the periods presented (in thousands, except per share amounts):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net income (loss) attributable to common stockholders | $35,032 | $16,116 | $63,834 | $9,317 |
| Earnings for basic computations | ||||
| Net income attributable to redeemable noncontrolling interests | 7,782 | 3,940 | 15,383 | 4,322 |
| Net income attributable to Series B preferred stockholders | 7,174 | 2,403 | 17,256 | 4,545 |
| Net income (loss) for diluted computations | $49,988 | $22,459 | $96,473 | $18,184 |
| Weighted-average common shares outstanding | ||||
| Average number of common shares outstanding - basic | 17,722 | 17,461 | 17,651 | 17,383 |
| Average number of common shares from assumed vesting of unvested restricted stock units | 95 | 920 | 229 | 904 |
| Average number of common shares from assumed conversion of OP Units | 5,038 | 5,038 | 5,038 | 5,038 |
| Average number of common shares from assumed conversion of Series B Preferred Stock | 20,999 | 7,049 | 16,710 | 4,348 |
| Average number of common shares outstanding - diluted | 43,854 | 30,468 | 39,628 | 27,673 |
| Earnings per weighted average common share: | ||||
| Basic | $1.98 | $0.92 | $3.62 | $0.54 |
| Diluted | $1.14 | $0.74 | $2.43 | $0.54 |
- Noncontrolling Interests
Redeemable Noncontrolling Interests in the OP
The following table sets forth the redeemable noncontrolling interests in the OP (reflecting the OP’s consolidation of the Subsidiary OPs) for the nine months ended September 30, 2025 and 2024 (in thousands):
| For the Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Redeemable noncontrolling interests in the OP, January 1, | $86,164 | $89,471 |
| Net income attributable to redeemable noncontrolling interests in the OP | 15,383 | 4,322 |
| Distributions to redeemable noncontrolling interests in the OP | (7,558) | (7,558) |
| Redeemable noncontrolling interests in the OP, September 30, | $93,989 | $86,235 |
The table below presents the common shares and OP Units outstanding held by the noncontrolling interests (“NCI”), as the OP Units held by the Company are eliminated in consolidation:
| Period End | Common SharesOutstanding | OP Units Held byNCI | CombinedOutstanding |
|---|---|---|---|
| September 30, 2025 | 17,721,828 | 5,038,382 | 22,760,210 |
- Related Party Transactions
Management Fee
In accordance with the Management Agreement, the Company pays the Manager an annual management fee equal to 1.5% of Equity (as defined below), paid monthly, in cash or shares of Company common stock at the election of our Manager (the “Annual Fee”). The duties performed by the Company’s Manager under the terms of the Management Agreement include, but are not limited to: providing daily management for the Company, selecting and working with third-party service providers, formulating an investment strategy for the Company and selecting suitable investments, managing the Company’s outstanding debt and its interest rate exposure and determining when to sell assets.
“Equity” means (a) the sum of (1) total stockholders’ equity immediately prior to the closing of the IPO, plus (2) the net proceeds received by the Company from all issuances of the Company’s equity securities in and after the IPO, plus (3) the Company’s cumulative Earnings Available for Distribution (“EAD”) (as defined below) from and after the IPO to the end of the most recently completed calendar quarter, (b) less (1) any distributions to the holders of the Company’s common stock from and after the IPO to the end of the most recently completed calendar quarter and (2) all amounts that the Company or any of its subsidiaries has paid to repurchase for cash the shares of the Company’s equity securities from and after the IPO to the end of the most recently completed calendar quarter. In the Company’s calculation of Equity, the Company will adjust its calculation of EAD to remove the compensation expense relating to awards granted under one or more of its long-term incentive plans that is added back in the calculation of EAD. Additionally, for the avoidance of doubt, Equity does not include the assets contributed to the Company in the Formation Transaction.
“EAD” means the net income (loss) attributable to the common stockholders of the Company, computed in accordance with GAAP, including realized gains and losses not otherwise included in net income (loss), excluding any unrealized gains or losses or other similar non-cash items that are included in net income (loss) for the applicable reporting period, regardless of whether such items are included in other comprehensive income (loss), or in net income (loss) and adding back amortization of stock-based compensation. For the purpose of calculating EAD for the Annual Fee, net income (loss) attributable to common stockholders may also be adjusted for the effects of certain GAAP adjustments and transactions that may not be indicative of the Company’s current operations, in each case after discussions between the Manager and the independent directors of the Board and approved by a majority of the independent directors of the Board.
Pursuant to the terms of the Management Agreement, the Company is required to pay directly or reimburse the Manager for all documented Operating Expenses and Offering Expenses it incurs on behalf of the Company. “Operating Expenses” include legal, accounting, financial and due diligence services performed by the Manager that outside professionals or outside consultants would otherwise perform, the Company’s pro rata share of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager required for the Company’s operations and compensation expenses under the LTIP. “Offering Expenses” include all expenses (other than underwriters’ discounts) in connection with an offering of securities, including, without limitation, legal, accounting, printing, mailing and filing fees and other documented offering expenses. For the nine months ended September 30, 2025 and 2024, there wereno Offering Expenses that were paid on the Company's behalf for which the Company reimbursed the Manager.
Connections at Buffalo Pointe Contribution
On May 29, 2020, the OP entered into a contribution agreement (the “Buffalo Pointe Contribution Agreement”) with entities affiliated with executive officers of the Company and the Manager (the “BP Contributors”) whereby the BP Contributors contributed their respective preferred membership interests in NexPoint Buffalo Pointe Holdings, LLC (“Buffalo Pointe”), to the OP for total consideration of $10.0 million paid in OP Units. A total of 564,334 OP Units were issued to the BP Contributors, which was calculated by dividing the total consideration of $10.0 million by the combined book value of the Company’s common stock and the SubOP Units, on a per share or unit basis, as of March 31, 2023, or $17.72 per OP Unit. The Company additionally contributed an aggregate of approximately $2.7 million through
September 30, 2025. Buffalo Pointe owns a stabilized multifamily property located in Houston, Texas with 93.2% occupancy as of September 30, 2025. The preferred equity investment pays current interest at a rate of 6.5%, deferred interest at a rate of 4.5% and has a maturity date of May 1, 2030.
Pursuant to the OP LPA and the Buffalo Pointe Contribution Agreement, the BP Contributors have the right to cause our OP to redeem their OP Units for cash or, at our election, shares of our common stock on aone-for-one basis, subject to adjustment, as provided and subject to the limitations in our OP LPA, provided the OP Units have been outstanding for at least one year and our stockholders have approved the issuance of shares of common stock to the BP Contributors. On May 11, 2021, our stockholders approved the issuance of such shares upon the exercise of the BP Contributors' redemption rights.
RSU Issuance
For a discussion of the Company's restricted stock units issued in accordance with the LTIP, see Note 11.
OP Unit Redemptions
As of September 30, 2025, the Company had issued 8,748,735 shares of the Company's common stock to redeeming unitholders. See Note 11.
Expense Cap
Pursuant to the terms of the Management Agreement, direct payment of operating expenses by the Company, which includes compensation expense relating to equity awards granted under the LTIP, together with reimbursement of operating expenses of the Manager, plus the Annual Fee, may not exceed 2.5% of equity book value (the “Expense Cap”) for any calendar year or portion thereof; provided, however, that this limitation will not apply to Offering Expenses, legal, accounting, financial, due diligence and other service fees incurred in connection with extraordinary litigation and mergers and acquisitions and other events outside the ordinary course of business or any out-of-pocket acquisition or due diligence expenses incurred in connection with the acquisition or disposition of certain real estate-related investments. For the nine months ended September 30, 2025, operating expenses did not exceed the Expense Cap.
For the nine months ended September 30, 2025, the Company incurred management fees of $4.8 million.
NSP Guaranty
On December 8, 2022 and in connection with a restructuring of NSP, the Company, through NREF OP IV REIT Sub, LLC ("REIT Sub") together with NexPoint Diversified Real Estate Trust ("NXDT"), an entity that is advised by an affiliate of the Manager, Highland Income Fund and NexPoint Real Estate Strategies Fund (collectively, the "Co-Guarantors"), as guarantors, entered into a sponsor guaranty agreement in favor of Extra Space Storage, LP ("Extra Space") pursuant to which REIT Sub and the Co-Guarantors guaranteed obligations of NSP with respect to accrued dividends on NSP’s newly created Series D preferred stock andtwo promissory notes in an aggregate principal amount of approximately $64.2 million issued to Extra Space. The guaranties by REIT Sub and the Co-Guarantors are capped at $97.6 million, and each of REIT Sub and the Co-Guarantors generally guaranteed the foregoing obligations of NSP up to the cap amount on a pro rata basis with respect to its percentage ownership of NSP’s common stock. On February 15, 2023, NSP paid down approximately $15.0 million of these promissory notes, resulting in an aggregate principal amount of approximately $49.2 million. On December 8, 2023, NSP paid down the remaining principal balance of $49.2 million. The NSP Series D preferred stock remains outstanding as of September 30, 2025. As of September 30, 2025, the outstanding NSP Series D Preferred Stock accrued dividends was $14.1 million and the Company and NexPoint Diversified Real Estate Trust are jointly and severally liable for 85.90% of the guaranteed amount equal to $12.2 million.
Convertible Promissory Note
On October 18, 2022, the Company, through a subsidiary, borrowed $6.5 million from NFRO REIT Sub, LLC (the "Holder") and issued $6.5 million aggregate amount of a 7.50% note to the Holder maturing on October 18, 2027. Beginning on January 1, 2023 through June 30, 2027, the Holder may elect to convert all or any part of the outstanding principal and accrued but unpaid interest due, and all other amounts due and payable to the Holder thereunder or in connection therewith, into equity interests of an affiliate of the borrower.
Elysian at Hughes Center
As of September 30, 2025, $54.0 million of the Company's preferred investment in Elysian at Hughes Center had been redeemed, resulting in a remaining principal balance of $11.4 million.
Series B Preferred Stock Offering
On November 2, 2023, the Company announced the launch of the Series B Preferred Offering. NexPoint Securities, Inc., an affiliate of the Manager, serves as the Company’s dealer manager (the "Dealer Manager") in connection with the Series B Preferred Offering. The Dealer Manager uses its reasonable best efforts to sell the shares of Series B Preferred Stock offered in the Series B Preferred Offering, and the Company pays the Dealer Manager, subject to the discounts and other special circumstances described or referenced therein, (i) selling commissions of 7.0% of the aggregate gross proceeds from sales of Series B Preferred Stock in the Series B Preferred Offering (“Selling Commissions”) and (ii) a dealer manager fee of 3.0% of the gross proceeds from sales of Series B Preferred Stock in the Series B Preferred Offering (the “Dealer Manager Fee”). The Dealer Manager, subject to federal and state securities laws, will reallow all or any portion of the Selling Commissions and may reallow a portion of the Dealer Manager Fee to other securities dealers that the Dealer Manager may retain who sold the shares of Series B Preferred Stock as is described more fully in the agreements between such dealers and the Dealer Manager. The Company expects that the offering will terminate on the earlier of the date the Company sells all 17,200,000 shares of the Series B Preferred Stock in the offering or December 29, 2026 (which is the third anniversary of the effective date of the Company’s registration statement), which may be extended by the Company’s Board in its sole discretion. The Board may elect to terminate this offering at any time. As of September 30, 2025, the Company has issued 13,717,142 shares of Series B Preferred Stock for gross proceeds of $335.1 million and paid the Dealer Manager $16.3 million Selling Commissions and $8.1 million Dealer Manager Fees.
SFR OP Promissory Notes
On March 28, 2024, the Company loaned $0.5 million to NexPoint SFR Operating Partnership, L.P. (the “SFR OP”), the operating partnership of NexPoint Homes Trust, Inc., an entity that is advised by an affiliate of the Manager. In connection with the loan, SFR OP issued a $0.5 million 12.50% note (the “SFR OP Note”) to the Company on March 31, 2024. The SFR OP Note bears interest at 12.50%, which is payable in kind, is interest only during the term of the SFR OP Note and matured on March 31, 2025. On March 12, 2025, the SFR OP extinguished the note and paid down the remaining outstanding principal balance of $0.5 million plus accrued interest.
SFR OP issued a note (the “SFR OP Note II”) to the Company on July 10, 2024 with a maximum commitment of $5.0 million. The SFR OP Note II bears interest at 15%, which is payable in kind, is interest only during the term of the SFR OP Note II and initially matured on July 10, 2025. On August 25, 2025, the Company, through the REIT Sub, extended the maturity date to July 10, 2026. The Company funded $3.5 million through December 31, 2024. SFR OP paid down $1.9 million of principal on April 29, 2025. The Company funded $3.4 million, $5.0 million and $2.5 million on July 31, 2025, August 24, 2025 and September 24, 2025, respectively. The Company's maximum commitment under the loan is $15.0 million, of which $2.5 million was unfunded as of September 30, 2025.
VineBrook Homes Mortgage Backed Securities
On February 29, 2024, the Company, through one of the Subsidiary OPs, purchased approximately $49.2 million aggregate principal amount of the Class A, E1, and E2 tranches of the VINEB 2024 SFR1 CMBS at a blended price equal to 90.2% of par value. On March 1, 2024, the Company, through one of the Subsidiary OPs, borrowed approximately $35.8 million through the existing repurchase agreement. The loans bear interest at a rate of 1.0%,1.6%, and 1.6% over SOFR, respectively. On May 8, 2024, the Company sold $30.0 million aggregate principal amount of the Class A tranche of VINEB 2024-SFR1 for net loss of $0.4 million. On September 27, 2024, the Company sold $6.7 million aggregate principal amount of the E2 tranche of the VINEB 2024 SFR1 for net proceeds of $2.2 million. On November 14, 2024, the Company sold $9.5 million aggregate principal amount of the E1 tranche of the VINEB 2024 SFR1 for net proceeds of $2.5 million.
IQHQ Transactions
On May 10, 2024, the Company, through OP IV, along with entities advised by affiliates of our Manager or that may be deemed an affiliate of the Manager through common beneficial ownership, entered into an Assignment and Assumption and Co-Lender Agreement, pursuant to which OP IV assigned the right to fund up to specified amounts in the Alewife Loan (as defined in Note 15). Effective January 2, 2025, the Company, through OP IV, along with an entity that may be deemed an affiliate of the Manager through common beneficial ownership, entered into an Assignment and Assumption and Co-Lender Agreement, pursuant to which OP IV assigned a portion of its interest in the Alewife Loan for cash and increased the specified amounts such entity had the right to fund in the Alewife Loan. See Note 15 for additional information.
On May 23, 2024, the Company, through certain subsidiaries, along with certain entities advised by affiliates of our Manager, or that may be deemed an affiliate of the Manager through common beneficial ownership, entered into a participation rights agreement with NexPoint Bridge Investor I, LLC (“Bridge Investor I”), an entity owned by an affiliate of the Manager, pursuant to which the Company had a right to fund up to specified amounts of the IQHQ Promissory Note (as defined in Note 15) and the IQHQ Bridge Warrant (as defined in Note 15). See Note 15 for additional information.
On December 31, 2024, the Company, through certain subsidiaries, along with certain entities advised by affiliates of our Manager or that may be deemed an affiliate of the Manager through common beneficial ownership, entered into a participation rights agreement with Bridge Investor I pursuant to which the Company has a right to fund up to specified amounts of the IQHQ Subscription Agreement (as defined in Note 15) and the IQHQ Series E Warrant (as defined in Note 15). See Note 15 for additional information.
NexBank Loan
On April 29, 2024, the Company, through the OP, entered into a loan agreement with NexBank, as lender, providing for a loan in the aggregate principal amount of $10.0 million (the “NexBank Loan”). The NexBank Loan bears interest at the rate which is the higher of (i) One Month Term Secured Overnight Financing Rate plus 4.2% per annum or (ii)8.25% per annum, which is interest only during the term of the NexBank Loan and was set to mature on April 28, 2025, with the OP havingtwo 364-day extension options, which may be exercised at the OP’s sole discretion. The Company exercised one of the extension options which brings the maturity date to April 27, 2026. As of September 30, 2025, the outstanding balance of the loan is $10.0 million.
The NexBank Loan is secured by certain equity interests held by the OP and is guaranteed by the Company. The loan agreement contains customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants contained therein, defaults in payments under any other security instrument, and bankruptcy or other insolvency events.
Capital Acquisitions Partners, LLC
The Company owns approximately 79.1% of total outstanding membership interests of CAP. The remaining ownership is held by NexPoint Real Estate Opportunities, LLC, a wholly owned subsidiary of NXDT. See Note 5 for additional information.
- Commitments and Contingencies
Except as otherwise disclosed below, the Company is not aware of any contractual obligations, legal proceedings, or any other contingent obligations incurred in the normal course of business that would have a material adverse effect on our consolidated financial statements.
On March 14, 2023, the Company, through one of the Subsidiary OPs, committed to fund $24.0 million of preferred equity with respect to a ground up construction horizontal single-family property located in Phoenix, Arizona, of which $3.1 million was unfunded as of September 30, 2025. The preferred equity investment provides a floating annual return that is the greater of prime rate plus 5.0% or 11.25%, compounded monthly with a MOIC of 1.30 x and 1.0% placement fee. The Company was also issued a common interest at the time of its first funding of preferred equity on May 16, 2023. The common interest allows the Company to receive a 10% profit share once aggregate distributions exceed the 20% internal rate of return ("IRR") hurdle as shown below. There was no value ascribed to the common interest as of September 30, 2025. Further, once the Company's preferred equity and accrued interest has been repaid, any additional cash flow and net sale proceeds shall be distributed as follows:
0% to the Company and 100% to issuer up to a 20% IRR; and
10% to the Company and 90% to issuer thereafter.
On February 10, 2023, the Company, through one of the Subsidiary OPs, through a unit purchase agreement, committed to purchase $30.3 million of the preferred units with respect to a multifamily property development located in Forney, Texas, which was fully funded as of September 30, 2025. Further, the Company committed to purchase
$4.3 million of common equity with respect to the same property. The Company funded $0.5 million on April 4, 2025, resulting in an unfunded commitment of $0.3 million as of September 30, 2025.
On February 10, 2023, the Company, through one of the Subsidiary OPs, through a unit purchase agreement, committed to purchase $30.3 million of the preferred units with respect to a multifamily property development located in Richmond, Virginia, which has been fully funded as of September 30, 2025. Further, the Company committed to purchase $4.3 million of common equity with respect to the same property. The Company funded $0.5 million on April 4, 2025, resulting in an unfunded commitment of $0.3 million as of September 30, 2025.
SFR OP Promissory Note II Commitments
SFR OP issued the SFR OP Note II to the Company on July 10, 2024. The SFR OP Note II bears interest at 15%, which is payable in kind, is interest only during the term of the SFR OP Note II and initially matured on July 10, 2025. On August 25, 2025, the Company, through REIT Sub, extended the maturity date to July 10, 2026 and increased the maximum amount available under the SFR OP Note II to $15.0 million. The Company funded $3.5 million through December 31, 2024. SFR OP paid down $1.9 million of principal on April 29, 2025. The Company funded $3.4 million, $5.0 million and $2.5 million on July 31, 2025, August 24, 2025 and September 24, 2025, respectively. The Company's maximum commitment under the loan is $15.0 million, of which $2.5 million was unfunded as of September 30, 2025.
Alewife Holdings Loan Commitments
On January 26, 2024, the Company, through one of its subsidiaries (“OP IV”), along with The Ohio State Life Insurance Company (“OSL”), an entity that may be deemed an affiliate of the Manager through common beneficial ownership, entered into a Mezzanine Loan and Security Agreement (the "Alewife Loan") whereby it made a loan in the maximum principal amount of up to $218.0 million to IQHQ-Alewife Holdings, LLC ("Alewife Holdings"), which is solely owned by IQHQ, L.P. Alewife Holdings is the sole member of IQHQ-Alewife Member, LLC ("Alewife Member") and Alewife Member is the sole member of IQHQ-Alewife, LLC ("Alewife"). The Company has an ownership interest in the preferred stock in IQHQ, which is the limited partner in IQHQ, L.P.; however, the Company has no controlling financial interest nor significant influence in IQHQ, L.P.
On May 10, 2024, OP IV, NexPoint Diversified Real Estate Trust Operating Partnership, L.P. ("NXDT OP"), the operating partnership of NXDT, and OSL entered into an Assignment and Assumption and Co-Lender Agreement, pursuant to which OP IV assigned the right to fund up to 9% of the Alewife Loan to NXDT OP and allocated the right to fund up to 9% of the Alewife Loan to OSL. Effective January 2, 2025, OP IV and OSL entered into an Assignment and Assumption and Co-Lender Agreement, pursuant to which OP IV assigned $7.5 million interest in the Alewife Loan to OSL for cash and increased OSL's allocation of the right to fund up to 10.32% of the Alewife Loan. In addition, under the Assignment Agreement, at any time and from time to time, NREF may purchase up to all of the amounts funded by OSL in the Alewife Loan from OSL. Upon receipt of a draw request, NXDT OP and OSL have the right to elect to fund an amount equal or greater than zero and up to (i)9% or 10.32%, respectively, of the total amount of all advances previously made under the Alewife Loan plus the amount of the then current borrowing, (ii) less the total amount of advances previously made by NXDT OP and OSL, respectively. OP IV is required to fund any amounts not funded by OSL and NXDT OP. At any time that NXDT OP and OSL have funded less than their respective percentages of all advances made under the Alewife Loan, NXDT OP and OSL have the option upon notice to OP IV to pay to OP IV any amount of such unfunded amount. Upon such payment, NXDT OP or OSL would become entitled to all interest and fees accrued on the amount paid to OP IV on and after the date of such payment.
On September 30, 2025, the Alewife Loan was bifurcated into a (i) a senior mortgage loan in the maximum principal sum of $85.0 million (the "Alewife Senior Loan") and (ii) a mezzanine loan in the maximum principal sum of $133.0 million (the "Alewife Mezzanine Loan"). The Alewife Senior Loan was deemed fully funded, with the Company holding 73.5% of the Alewife Senior Loan based on prior fundings of the Alewife Loan of $62.5 million, and OSL holding 26.5% of the Alewife Senior Loan based on prior fundings of the Alewife Loan of $22.5 million. On September 30, 2025 the Company and OSL sold the Alewife Senior Loan. The Company's prior fundings of $102.0 million of the Alewife Loan were deemed fundings of the Alewife Mezzanine Loan, with the Company holding 100% of the Alewife Mezzanine Loan at closing. The Alewife Mezzanine Loan is secured by an equity pledge by Alewife Holdings of its equity interest in Alewife Member and an equity pledge by Alewife Member of its equity interest in Alewife. The Company's expected maximum commitment under the Alewife Mezzanine Loan is $133.0 million, of which $31.0 million was unfunded as of September 30, 2025.
IQHQ Revolving Credit Facility, Series E and Warrant
On May 23, 2024, Bridge Investor I entered into a Secured Convertible Promissory Note and Warrant Purchase Agreement (“Bridge Purchase Agreement”) whereby IQHQ, L.P. issued and sold to Bridge Investor I a Secured
Convertible Promissory Note (“IQHQ Promissory Note”) with a purchase commitment of $150.0 million. The IQHQ Promissory Note bore interest at 16.5%, which was payable in kind, and matured on May 23, 2025. The IQHQ Promissory Note would automatically convert into Series E of IQHQ upon a Qualified Equity Financing (as defined in the IQHQ Promissory Note). In accordance with the Bridge Purchase Agreement, IQHQ Holdings, L.P. (“IQHQ Holdings”) also issued and sold a corresponding warrant to Bridge Investor I to purchase Class A-3 Units of IQHQ Holdings (as amended, the “IQHQ Bridge Warrant”). The IQHQ Bridge Warrant entitles the holder to purchase, at an exercise price of $0.01, Class A-3 Units of IQHQ Holdings initially intended to represent 6.25% of the fully diluted and outstanding common equity of IQHQ Holdings. The IQHQ Bridge Warrant is exercisable, in whole or in part, at any time, and expires on May 23, 2034, unless there is an earlier change of control, initial public offering or liquidation.
In connection with the Bridge Purchase Agreement, the Company, through certain subsidiaries, along with certain entities advised by affiliates of our Manager or that may be deemed an affiliate of the Manager through common beneficial ownership (the “IQHQ Participating Purchasers”), entered into a participation rights agreement with Bridge Investor I pursuant to which the Company and the IQHQ Participating Purchasers had a right to fund up to specified amounts of the IQHQ Promissory Note and the IQHQ Bridge Warrant. Upon receipt of a draw request, each IQHQ Participating Purchaser had the right to elect to fund an amount equal or greater than zero up to their respective preemptive right under the IQHQ Holdings or IQHQ, L.P. organizational documents less the total amount of advances previously made by such IQHQ Participating Purchaser and NXDT OP had the right to elect to fund an amount equal or greater than zero up to 50% of the total requested amount that is not funded by the IQHQ Participating Purchasers. The Company, through certain subsidiaries, was required to fund any amounts not funded by the IQHQ Participating Purchasers and NXDT OP. Bridge Investor I can allocate all or any portion of the IQHQ Warrant to any parties to the participation rights agreement. On December 2, 2024, the IQHQ Promissory Note was fully funded. The Company funded $148.6 million and the IQHQ Participating Purchasers funded $1.4 million.
On December 31, 2024, the Company, through OP IV and the OP, along with the IQHQ Participating Purchasers that funded the IQHQ Promissory Note and Bluerock Total Income+ Real Estate Fund (“Bluerock”) entered into a Revolving Credit Agreement (the “IQHQ Revolving Loan”) whereby it made a loan in the maximum principal amount of up to $300.0 million to IQHQ, L.P. In connection with the IQHQ Revolving Loan, the full $150 million of the principal amount of the IQHQ Promissory Note and the full $150 million of the principal amount of a promissory note held by Bluerock was substituted and exchanged for deemed borrowings under the IQHQ Revolving Loan, and the IQHQ Revolving Loan was fully funded on December 31, 2024. On September 30, 2025, the IQHQ Revolving Loan was amended and restated to, among other things, add a new lender and increase the aggregate amount of the loan to $440.0 million, with the new lender funding $100.0 million at closing and each of the Company and Bluerock committing to fund an additional $20.0 million during the commitment period subject to certain terms and conditions. The IQHQ Revolving Loan accrues interest at a rate per annum equal to 13.5% per annum, which, prior to September 30, 2025, was fully payable in kind and, on and after September 30, 2025 is payable 1.5% per annum in kind and 12% per annum in cash. The revolving period during which IQHQ, L.P. is permitted to borrow, repay and re-borrow loans, subject to satisfaction of certain conditions and payment of certain fees, will terminate on September 30, 2028, the maturity date of the IQHQ Revolving Loan. As of September 30, 2025, the Company holds 38.32% of the revolving commitment under the IQHQ Revolving Loan, with an unfunded commitment balance of $20.0 million.
In connection with the IQHQ Revolving Loan, on December 31, 2024, Bridge Investor I entered into a Subscription Agreement (“IQHQ Subscription Agreement”) whereby Bridge Investor I committed to purchase $160.1 million of Series E of IQHQ. Pursuant to the IQHQ Subscription Agreement, the full $10.1 million of the interest accrued on the IQHQ Promissory Note was substituted and exchanged for a deemed funding of $10.1 million under the IQHQ Subscription Agreement. In connection with the IQHQ Subscription Agreement, on December 31, 2024, Bridge Investor I also entered into a Warrant Purchase Agreement (the “IQHQ Warrant Purchase Agreement”) whereby IQHQ Holdings issued and sold a corresponding warrant to Bridge Investor I to purchase Class A-3 Units of IQHQ Holdings (as amended, the “IQHQ Series E Warrant”). The IQHQ Series E Warrant entitles the holder to purchase, at an exercise price of $0.01, Class A-3 Units of IQHQ Holdings initially intended to represent up to 10.25% of the fully diluted and outstanding common equity of IQHQ Holdings. The IQHQ Series E Warrant is exercisable, in whole or in part, at any time, forten years, unless there is an earlier change of control, initial public offering or liquidation.
In connection with the IQHQ Subscription Agreement and IQHQ Warrant Purchase Agreement, the Company, through certain subsidiaries, along with the IQHQ Participating Purchasers entered into a participation rights agreement with Bridge Investor I pursuant to which the Company and the IQHQ Participating Purchasers have a right to fund up to specified amounts of the Series E of IQHQ commitment and the IQHQ Series E Warrant. Upon receipt of a draw request, each IQHQ Participating Purchaser has the right to elect to fund an amount equal or greater than zero up to their respective preemptive right under the IQHQ Holdings or IQHQ, L.P. organizational documents less the total amount of advances previously made by such IQHQ Participating Purchaser. Upon receipt of a draw request, NXDT OP will also have the right to elect to fund an amount equal or greater than zero up to 50% of the total requested amount that is not funded by the IQHQ Participating Purchasers. The Company, through certain subsidiaries, would be required to fund any amounts not funded by the IQHQ Participating Purchasers and NXDT OP. At any time that the IQHQ Participating Purchasers have funded less than their respective participation amounts, the IQHQ Participating Purchasers have the option to pay the Company or NXDT OP (to the extent it has funded) any amount of such unfunded amount. Upon such payment, the IQHQ Participating Purchaser would become entitled to all interest accrued on the amounts paid to the Company or NXDT OP, if applicable, on and after the date of such payment. Bridge Investor I can allocate all or any portion of the IQHQ Warrant to any parties to the participation rights agreement.
IQHQ Holdings is the sole common stockholder of IQHQ, and the IQHQ Participating Purchasers own common equity in IQHQ Holdings and/or IQHQ, L.P. The Company has an ownership interest in the preferred stock in IQHQ, which is the limited partner in IQHQ, L.P.; however, the Company has no controlling financial interest nor significant influence in IQHQ, L.P.
The loan participation was considered a transfer of the IQHQ Promissory Note and the IQHQ Bridge Warrant and is considered a transfer of the Series E of IQHQ and the IQHQ Series E Warrant qualified as a sale under ASC 860, Transfers and Servicing, as (1) the transfer legally isolated the transferred assets from the transferor, (2) the transferee has the right to pledge or exchange the transferred assets and no condition both constrains the transferee’s right to pledge or exchange the assets and provides more than a trivial benefit to the transferor, and (3) the transferor does not maintain effective control over the transferred assets. The IQHQ Promissory Note was classified as Loans, held-for-investment, net, the Series E of IQHQ is classified as preferred stock and the IQHQ Bridge Warrants are classified as Stock warrant investments. The IQHQ Bridge Warrants are accounted for as investments in equity securities under ASC 321, Investments – Equity Securities, and the Company elected to use the fair value option. As a result, the IQHQ Bridge Warrants are being fair valued using an option pricing model that considers both short and long-term exit scenario. The model incorporates economic and control rights, marketability of the Units, and other market-derived metrics, applying discounts for lack of marketability and control due to the minority stake and absence of public trading options.
As of September 30, 2025, the Company has funded $137.0 million of the IQHQ Subscription Agreement, with an unfunded commitment balance of $23.0 million.
The table below shows the Company's unfunded commitments by investment type as of September 30, 2025 and December 31, 2024 (in thousands):
| Investment Type | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Unfunded Commitments | Unfunded Commitments | |
| Loans | $59,929 | $64,217 |
| Preferred Equity | 3,055 | 7,874 |
| Common Equity | 1,536 | 2,536 |
| Preferred Stock | 23,000 | 150,000 |
| $87,520 | $224,627 |
- Segment Reporting
We haveone reportable segment: NREF. For a description of the types of products and services from which this single reportable segment derives its revenues, see Notes 1 and 2. The accounting policies of the NREF segment are the same as those described in the Summary of Significant Accounting Policies. The chief operating decision maker assesses performance for the NREF segment and decides how to allocate resources based on net income that also is reported on the Consolidated Statements of Operations. The measure of segment assets is reported on the Consolidated Balance Sheets as Total Assets. The chief operating decision maker uses net income to evaluate profitability generated from the segment’s portfolio in deciding whether to reinvest profits into new or existing investments or into other parts of the entity, such as for acquisitions or dividend amounts. The chief operating decision maker manages the business on a consolidated basis, and therefore the Company has identified NREF as theone operating segment and the reportable segment. As of September 30, 2025 the Company’s chief operating decision maker was the Chief Financial Officer, Executive VP-Finance, Assistant Secretary and Treasurer of the Company.
The significant segment expenses are computed in accordance with GAAP and are consistent with the financial information presented in the Consolidated Statements of Operations.
- Subsequent Events
Upsize of Series B Preferred Offering
On October 1, 2025, the Company increased the number of authorized, classified and offered shares of its Series B Preferred Stock by 1,200,000 for a total of 17,200,000 shares of Series B Preferred Stock authorized and classified for issuance.
NexPoint Storage Series G Preferred Stock
On October 8, 2025, the Company, through the OP, purchased 3,178,286 shares of 15.0% Cumulative Series G Preferred Stock, $0.01 par value, of NSP for an aggregate purchase price of approximately $3.2 million.
Unsecured Notes Issuance
On October 10, 2025, the OP issued an aggregate of $45.0 million of 7.875% Senior Unsecured Notes due 2026 (the "2026 OP Notes"), pursuant to a note purchase agreement by and among the OP, the Company, the Manager, OSL and Bluerock. The 2026 OP Notes are due October 10, 2026, withtwo six-month extension options in the sole discretion of the OP, subject to an extension fee. The OP used a portion of the proceeds to fully repay the OP 7.50% Senior Unsecured Notes due 2025 ("7.50% OP Notes").
7.50% OP Notes Payoff
On October 15, 2025, upon maturity, the OP repaid $37.9 million of its 7.50% OP Notes, which includes accrued interest, and extinguished the 7.50% OP Notes.
Dividends Declared
The Board declared the fourth regular quarterly dividend of 2025 to common stockholders of $0.50 per share on October 28, 2025, to be paid on December 31, 2025, to stockholders of record as of December 15, 2025.
Series B Preferred
As of October 31, 2025, the Company has issued an additional 774,751 shares of Series B Preferred Stock for net proceeds of $17.4 million.
Series B Preferred Redemptions
As of November 11, 2025, the Company redeemed a total of 25,320 shares of the Series B Preferred Stock for $0.3 million, which is the share price of $25.00 per share subject to the applicable redemption fee plus any accrued but unpaid dividends.
Series C Preferred Offering
On November 4, 2025, the Company launched a $200.0 million offering of its 8.00% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share with a stated value of $25.00 per share.
Palisades Mezzanine Loan Payoff
On November 6, 2025, the Company received $12.7 million from Lurin Real Estate Mezz LI, LLC, related to the full payoff of principal, accrued interest and fees under a mezzanine loan.
Center Pointe Mezzanine Loan Partial Payoff
On October 23, 2025 and November 10, 2025, the Company received $2.5 million CPW Mezz LI, LLC related to a partial payoff of accrued interest under a mezzanine loan, with $3.4 million remaining outstanding.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.