Item 3.02 Unregistered Sales of Equity Securities.
OP Unit Redemption
At the 2021 annual meeting of NexPoint Real Estate Finance, Inc. (the
"Company"), the Company's stockholders approved the potential issuance of
13,758,905.9 shares of the Company's common stock to related parties in
connection with the redemption of their common partnership units ("OP Units") of
NexPoint Real Estate Finance Operating Partnership, L.P. (the "Operating
Partnership") or common partnership units ("SubOP Units") in the subsidiary
partnerships of the Operating Partnership that may be redeemed for OP Units. As
previously disclosed, on September 8, 2021, the Company redeemed approximately
1,479,132 OP Units for cash and issued 1,479,132 shares of common stock to the
redeeming unitholders for the same cash amount.
On January 7, 2022, the Operating Partnership redeemed 8,496,144.16 SubOP Units
for cash and issued 3,721,571.74 Class B OP Units and 4,774,572.42 Class C OP
Units to the redeeming unitholders for the same cash amount. Following the
issuance of OP Units, on January 7, 2022, the Company redeemed 4,774,572.42
Class C OP Units for cash and issued 4,774,570 shares of common stock to the
redeeming unitholders for the same cash amount. An aggregate of approximately
$178,758,873 million was paid by the redeeming unitholders in connection with
the issuance of the OP Units and an aggregate of approximately $100,456,953
million was paid by the redeeming unitholders in connection with the issuance of
the shares. No selling commissions or fees were paid in connection with the
issuances.
The Company issued shares of its common stock and the Operating Partnership
issued OP Units in reliance upon the exemptions from registration under Section
4(a)(2) of the Securities Act of 1933, as amended.
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NEXPOINT REAL ESTATE FINANCE, INC. 
