NexPoint Real Estate Finance Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

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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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As previously disclosed, on January 16, 2026, NexPoint Real Estate Finance Operating Partnership, L.P. (the “OP”), the operating partnership of NexPoint Real Estate Finance, Inc. (the “Company”), loaned $16.7 million to NexPoint Storage Partners Operating Company, LLC (“NSP OC”), a subsidiary of NexPoint Storage Partners, Inc. (“NSP”), and certain subsidiaries of NSP OC and of NexPoint Advisors, L.P., the parent of our external manager (our “Sponsor”), as co-borrowers. In connection with the loan, NSP OC issued a promissory note (as amended, the “NSP Note”) pursuant to which NSP OC may borrow up to an aggregate principal amount of $40.0 million, with $22.7 million outstanding as of April 3, 2026. The NSP Note bears interest at 14% per annum, which is payable in kind, is interest only during the term of the NSP Note and matures on January 16, 2031. Borrowings under the NSP Note are secured by a first priority lien on certain income streams and the related deposit accounts of the co-borrowers.

 

As previously disclosed, on March 25, 2026, the OP and The Ohio State Life Insurance Company (“OSL”) entered into a participation agreement, pursuant to which OSL purchased $7.5 million principal amount of the NSP Note and has the right, but not the obligation, to participate in any future advance under the NSP Note up to its then-current pro rata share.

 

On March 30, 2026, the OP loaned an additional $6.0 million to NSP OC under the NSP Note (the “Second Funding”). In addition, on April 3, 2026, the Company entered into a participation agreement side letter (the “Side Letter”) pursuant to which, effective as of March 30, 2026, (i) Highland Opportunities & Income Fund (“HFRO”) purchased $2.5 million principal amount of the Second Funding; (ii) NexPoint Diversified Real Estate Trust OP, L.P. (“NXDT”) purchased $962,000 principal amount of the Second Funding; (iii) Highland Global Allocation Fund (“HGLB”) purchased $1.25 million principal amount of the Second Funding and (iv) NRES REIT Sub II, LLC (“NRES” and, together with HFRO, NXDT and HGLB, the “NSP Note Purchasers”) purchased $38,000 principal amount of the Second Funding. Under the Side Letter, each of the NSP Note Purchasers has the right, but not the obligation, to participate in any future advance under the NSP Note up to its then-current pro rata share, with the OP remaining obligated to fund any amount of future advances under the NSP Note not funded by OSL or the NSP Note Purchasers.

 

As of April 3, 2026, the Company owned approximately 25.4% of the total outstanding shares of common stock of NSP and has guaranteed certain obligations of NSP, which are capped at $97.6 million. As of April 3, 2026, the OP owned approximately 95.4% of NSP’s outstanding 15.0% Cumulative Series G Preferred Stock, $0.01 par value per share. Accounts advised by our Sponsor and its affiliates beneficially own substantially all of the equity securities of NSP. Each NSP Note Purchaser is advised by an affiliate of NexPoint Real Estate Advisors VII, L.P., the Company’s external manager, and OSL may be deemed an affiliate of NexPoint Real Estate Advisors VII, L.P., the Company’s external manager through common beneficial ownership.

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 3, 2026