NexPoint Real Estate Finance Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
$NREF
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 22, 2025
(Exact Name Of Registrant As Specified In Charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number) |
(IRS Employer
Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (214 ) 276-6300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On July 22, 2025, NexPoint Real Estate Finance, Inc. (the “Company”) completed the sale of the Hudson Montford multifamily property, located in Charlotte, North Carolina (also known as Montford at Madison Park), comprising of approximately 204 units, for $60.0 million (the “Montford Transaction”) pursuant to a Membership Interest Purchase Agreement, dated June 4, 2025 (the “Agreement”), by and among NREF OP IV, L.P. and NexPoint Montford Investment Co, LLC, subsidiaries of the Company, and NexBank Capital, Inc. 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 Company’s external manager and directly owns 100% of the general partnership interests in the parent of the Company’s external 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. The parties negotiated the terms of the Agreement on an arm’s length basis.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information contained in Item 1.01 of this Current Report on Form 8-K regarding the Montford Transaction is incorporated by reference in this Item 2.01.
Item 9.01. Financial Statements and Exhibits.
(b)
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Unaudited Pro Forma Consolidated Financial Statements
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2
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Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2025
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3
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Unaudited Pro Forma Consolidated Statement of Operations for the three months ended March 31, 2025
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Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2014
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Notes to Unaudited Pro Forma Consolidated Financial Statements
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1
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma consolidated financial statements have been prepared to provide pro forma information with respect to the disposition of the Hudson Montford multifamily property, located in Charlotte, North Carolina (“Montford”). On July 22, 2025, NexPoint Real Estate Finance, Inc. (the “Company”) completed the sale of Montford for $60.0 million (the “Montford Transaction”) pursuant to a Membership Interest Purchase Agreement, dated June 4, 2025 (the “Agreement”), by and among NREF OP IV, L.P. and NexPoint Montford Investment Co, LLC, subsidiaries of the Company, and NexBank Capital, Inc.
The accompanying Unaudited Pro Forma Consolidated Balance Sheet is presented as of March 31, 2025 and the Unaudited Pro Forma Consolidated Statements of Operations of the Company are presented for the three months ended March 31, 2025 and the year ended December 31, 2024, and include certain pro forma adjustments to illustrate the estimated effect of the Company's disposition of Montford. This pro forma consolidated financial information is presented for informational purposes only and does not purport to be indicative of the Company's financial results as if the transaction reflected herein had occurred on the date or been in effect during the periods indicated. This pro forma consolidated financial information should not be viewed as indicative of the Company's financial results in the future and should be read in conjunction with the Company's Form 10-K for the year ended December 31, 2024 and Form 10-Q for the three months ended March 31, 2025.
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NexPoint Real Estate Finance, Inc.
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Unaudited Pro Forma Consolidated Balance Sheet
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As of March 31, 2025
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NREF
Historical
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Disposition of
Montford
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NREF
Pro Forma |
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ASSETS
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Cash and cash equivalents
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$ | 19,224 | $ | 27,347 |
A
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$ | 46,571 | ||||||
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Restricted cash
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4,264 | — |
B
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4,264 | |||||||||
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Real estate investments, net
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120,895 | (55,907 | ) |
B
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64,988 | ||||||||
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Loans, held-for-investment, net ($24,306 and $28,036 with related parties, respectively)
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489,942 | — | 489,942 | ||||||||||
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Common stock investments, at fair value ($29,289 and $30,467 with related parties, respectively)
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55,975 | — | 55,975 | ||||||||||
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Equity method investments ($1,524 and $1,504 with related parties, respectively)
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1,556 | — | 1,556 | ||||||||||
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Mortgage loans, held-for-investment, net
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273,452 | — | 273,452 | ||||||||||
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Preferred stock investments, at fair value
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73,962 | — | 73,962 | ||||||||||
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Accrued interest and dividends
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40,316 | — | 40,316 | ||||||||||
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Mortgage loans held in variable interest entities, at fair value
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4,235,748 | — | 4,235,748 | ||||||||||
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CMBS structured pass-through certificates, at fair value
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39,852 | — | 39,852 | ||||||||||
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MSCR Notes, at fair value
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— | — | — | ||||||||||
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Mortgage backed securities, at fair value ($0 and $0 with related parties, respectively)
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— | — | — | ||||||||||
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Stock warrant investments
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42,573 | — | 42,573 | ||||||||||
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Accounts receivable and other assets
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1,000 | (303 | ) |
B
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697 | ||||||||
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TOTAL ASSETS
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$ | 5,398,759 | $ | (28,863 | ) | $ | 5,369,896 | ||||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Liabilities:
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Secured financing agreements, net
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$ | 252,690 | $ | — | $ | 252,690 | |||||||
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Master repurchase agreements
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258,598 | — | 258,598 | ||||||||||
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Unsecured notes, net
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221,395 | — | 221,395 | ||||||||||
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Mortgages payable, net
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95,390 | (31,890 | ) |
B
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63,500 | ||||||||
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Accounts payable and other accrued liabilities
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8,725 | (75 | ) |
B
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8,650 | ||||||||
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Accrued interest payable
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13,036 | (195 | ) |
B
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12,841 | ||||||||
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Bonds payable held in variable interest entities, at fair value
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$ | 3,928,411 | $ | — | $ | 3,928,411 | |||||||
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Total Liabilities
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4,778,245 | (32,160 | ) | 4,746,085 | |||||||||
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Redeemable Series B Preferred stock, $0.01 par value: 16,000,000 shares authorized; 8,470,908 and 6,678,997 shares issued and 8,470,908 and 6,677,251 shares outstanding, respectively
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188,999 | — | 188,999 | ||||||||||
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Redeemable noncontrolling interests in the OP
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87,808 | — | 87,808 | ||||||||||
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Stockholders' Equity:
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Noncontrolling interest in CMBS variable interest entities
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3,273 | — | 3,273 | ||||||||||
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Noncontrolling interest in subsidiary
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95 | — | 95 | ||||||||||
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Series A Preferred stock, $0.01 par value: 100,000,000 shares authorized; 1,645,000 and 2,000,000 shares issued and outstanding, respectively
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16 | — | 16 | ||||||||||
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Common stock, $0.01 par value: 500,000,000 shares authorized; 17,643,526 and 17,461,129 shares issued outstanding, respectively
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176 | — | 176 | ||||||||||
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Additional paid-in capital
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387,683 | — | 387,683 | ||||||||||
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Retained earnings (accumulated deficit)
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(47,536 | ) | 3,297 |
B,C
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(44,239 | ) | |||||||
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Total Stockholders' Equity
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$ | 343,707 | $ | 3,297 | $ | 347,004 | |||||||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 5,398,759 | $ | (28,863 | ) | $ | 5,369,896 | ||||||
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NexPoint Real Estate Finance, Inc.
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Unaudited Pro Forma Consolidated Statement of Operations
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For the Three Months Ended March 31, 2025
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NREF
Historical
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Disposition of
Montford
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NREF Pro
Forma
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Net interest income
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Interest income
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$ | 22,043 | $ | — | $ | 22,043 | |||||||
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Interest expense
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(10,534 | ) | — | (10,534 | ) | ||||||||
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Total net interest income (loss)
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$ | 11,509 | $ | — | $ | 11,509 | |||||||
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Other income (loss)
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Change in net assets related to consolidated CMBS variable interest entities
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7,084 | — | 7,084 | ||||||||||
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Change in unrealized gain (loss) on CMBS structured pass-through certificates
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1,172 | — | 1,172 | ||||||||||
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Change in unrealized gain (loss) on common stock investments
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(1,414 | ) | — | (1,414 | ) | ||||||||
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Change in unrealized gain (loss) on preferred stock investments
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15,173 | — | 15,173 | ||||||||||
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Change in unrealized gain (loss) on MSCR Notes
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— | — | — | ||||||||||
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Change in unrealized gain (loss) on mortgage backed securities
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— | — | — | ||||||||||
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Reversal of (provision for) credit losses
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(3,625 | ) | — | (3,625 | ) | ||||||||
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Dividend income
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1,999 | — | 1,999 | ||||||||||
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Other income (loss)
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(70 | ) | — | (70 | ) | ||||||||
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Realized gain
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— | — | — | ||||||||||
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Loss on extinguishment of debt
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(45 | ) | — | (45 | ) | ||||||||
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Gain on deconsolidation of variable interest entity
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— | — | — | ||||||||||
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Equity in income (losses) of equity method investments
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53 | — | 53 | ||||||||||
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Revenues from consolidated real estate owned
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2,409 | (1,091 | ) |
AA
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3,500 | ||||||||
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Total other income (loss)
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$ | 22,736 | $ | (1,091 | ) | $ | 23,827 | ||||||
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Operating expenses
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General and administrative expenses
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2,512 | — | 2,512 | ||||||||||
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Loan servicing fees
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321 | — | 321 | ||||||||||
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Management fees
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1,411 | — | 1,411 | ||||||||||
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Expenses from consolidated real estate owned
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4,039 | (1,448 | ) |
AA
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5,487 | ||||||||
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Total operating expenses
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8,283 | (1,448 | ) | 9,731 | |||||||||
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Net income (loss)
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$ | 25,962 | $ | 357 | $ | 25,605 | |||||||
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Net (income) loss attributable to Series A preferred stockholders
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(874 | ) | — | (874 | ) | ||||||||
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Net (income) loss attributable to Series B preferred stockholders
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(4,407 | ) | — | (4,407 | ) | ||||||||
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Net (income) loss attributable to redeemable noncontrolling interests
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(4,163 | ) | — | (4,163 | ) | ||||||||
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Net income (loss) attributable to common stockholders
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$ | 16,518 | $ | 357 | $ | 16,161 | |||||||
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Weighted-average common shares outstanding - basic
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17,516 | — | 17,516 | ||||||||||
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Weighted-average common shares outstanding - diluted
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36,049 | — | 36,049 | ||||||||||
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Earnings (loss) per share outstanding - basic
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$ | 0.94 | $ | — | $ | 0.92 | |||||||
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Earnings (loss) per share outstanding - diluted
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$ | 0.70 | $ | — | $ | 0.69 | |||||||
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Dividends declared per common share
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$ | 0.5000 | $ | — | $ | 0.5000 | |||||||
4
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NexPoint Real Estate Finance, Inc.
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Unaudited Pro Forma Consolidated Statement of Operations
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For the Year Ended December 31, 2024
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NREF Historical
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Disposition of Montford
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NREF Pro Forma
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Net interest income
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Interest income
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$ | 72,507 | $ | — | $ | 72,507 | |||||||
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Interest expense
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(44,371 | ) | — | (44,371 | ) | ||||||||
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Total net interest income
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$ | 28,136 | $ | — | $ | 28,136 | |||||||
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Other income (loss)
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Change in net assets related to consolidated CMBS variable interest entities
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36,669 | — | 36,669 | ||||||||||
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Change in unrealized gain (loss) on CMBS structured pass-through certificates
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1,925 | — | 1,925 | ||||||||||
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Change in unrealized gain (loss) on common stock investments
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(4,140 | ) | — | (4,140 | ) | ||||||||
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Change in unrealized gain (loss) on preferred stock investments
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667 | — | 667 | ||||||||||
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Change in unrealized gain (loss) on MSCR Notes
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(13 | ) | — | (13 | ) | ||||||||
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Change in unrealized gain (loss) on mortgage backed securities
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763 | — | 763 | ||||||||||
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Reversal of (provision for) credit losses
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723 | — | 723 | ||||||||||
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Dividend income
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2,009 | — | 2,009 | ||||||||||
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Other income
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748 | — | 748 | ||||||||||
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Realized gain
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691 | — | 691 | ||||||||||
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Loss on extinguishment of debt
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(488 | ) | — | (488 | ) | ||||||||
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Gain on deconsolidation of variable interest entity
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— | — | — | ||||||||||
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Equity in income (losses) of equity method investments
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(3,951 | ) | — | (3,951 | ) | ||||||||
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Revenues from consolidated real estate owned
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8,864 | (4,541 | ) |
AA
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4,323 | ||||||||
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Total other income (loss)
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$ | 44,467 | $ | (4,541 | ) | $ | 39,926 | ||||||
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Operating expenses
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General and administrative expenses
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12,812 | — | 12,812 | ||||||||||
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Loan servicing fees
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1,585 | — | 1,585 | ||||||||||
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Management fees
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3,867 | — | 3,867 | ||||||||||
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Expenses from consolidated real estate owned
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18,377 | (6,401 | ) |
AA
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11,976 | ||||||||
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Total operating expenses
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36,641 | (6,401 | ) | 30,240 | |||||||||
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Net income
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$ | 35,962 | $ | 1,860 | $ | 37,822 | |||||||
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Net (income) loss attributable to Series A preferred stockholders
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(3,496 | ) | — | (3,496 | ) | ||||||||
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Net (income) loss attributable to Series B preferred stockholders
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(8,003 | ) | — | (8,003 | ) | ||||||||
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Net (income) loss attributable to redeemable noncontrolling interests
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(6,770 | ) | — | (6,770 | ) | ||||||||
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Net income attributable to common stockholders
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$ | 17,693 | $ | 1,860 | $ | 19,553 | |||||||
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Weighted-average common shares outstanding - basic
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17,402 | — | 17,402 | ||||||||||
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Weighted-average common shares outstanding - diluted
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17,402 | — | 17,402 | ||||||||||
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Earnings per share outstanding - basic
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$ | 1.02 | $ | — | $ | 1.12 | |||||||
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Earnings per share outstanding - diluted
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$ | 1.02 | $ | — | $ | 1.12 | |||||||
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Dividends declared per common share
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$ | 2.0000 | $ | — | $ | 2.0000 | |||||||
5
NexPoint Real Estate Finance, Inc.
Notes to Unaudited Pro Forma Consolidated Financial Statements
Note. 1 Basis of Presentation
The Unaudited Pro Forma Consolidated Balance Sheet includes three columns. The first column labeled "NREF Historical" represents the actual financial position of the Company as of March 31, 2025. The second column, entitled "Disposition of Montford" represents the pro forma adjustments required in order to reflect the balance sheet impact of the removal of the disposed assets as if the transaction had occurred on March 31, 2025, as described in Note 2. The third column, entitled "NREF Pro Forma" presents the pro forma condensed consolidated balance sheet of the Company as of March 31, 2025, excluding Montford.
The Unaudited Pro Forma Consolidated Statements of Operations include three columns. The first column labeled "NREF Historical" represents the actual results of operations for the three months ended March 31, 2025 and the year ended December 31, 2014. The second column, entitled "Disposition of Montford" represents the adjustments to remove the historical revenues and expenses of Montford for the periods presented, as described in Note 2. The third column, entitled "NREF Pro Forma" presents the pro forma results of operations of the Company for the three months ended March 31, 2025 and the year ended December 31, 2024, excluding Montford. The results presented on the Unaudited Pro Forma Consolidated Statements of Operations assume the sale of Montford closed on January 1, 2024 and presents pro forma operating results for the Company for the periods presented.
These Unaudited Pro Forma Financial Statements should not be considered indicative of future results.
Note. 2 Transaction Accounting Adjustments
The transaction accounting adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial information:
Adjustments to Unaudited Pro Forma Consolidated Balance Sheet
(A) The pro forma adjustment to cash was calculated as follows:
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Gross sales price
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$ | 60,000 | ||
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Closing and transaction costs
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(32,653 | ) | ||
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Net sales proceeds
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$ | 27,347 |
(B) The Company received the sales proceeds and removed the carrying values of Montford’s assets and liabilities, as shown in the following table
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Net sales proceeds
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$ | 27,347 | ||
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Less: Carrying value of Real estate assets
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(55,907 | ) | ||
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Less: Carrying value of other assets
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(303 | ) | ||
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Plus: Carrying value of liabilities
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32,160 | |||
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Pro forma gain
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$ | 3,297 |
(C) The adjustment to accumulated deficit consists of the excess of cash received from the seller over the carrying value of the net assets transferred. This adjustment is not reflected in the Unaudited Pro Forma Consolidated Statement of Operations as the effect of the transaction is nonrecurring.
Adjustments to Unaudited Pro Forma Consolidated Statements of Operations
The adjustments to the Unaudited Pro Forma Consolidated Statements of Operations for the three months ended March 31, 2025 and the year ended December 31, 2024 are as follows:
(AA) These pro forma adjustments remove the actual historical revenues and expenses recorded from the operations of the Montford multifamily property.
6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEXPOINT REAL ESTATE FINANCE, INC.
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By:
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/s/ Paul Richards
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Name: Paul Richards
Title: Chief Financial Officer, Executive VP-Finance, Assistant Secretary and Treasurer
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Date: July 28, 2025
7