NREF · NexPoint Real Estate Finance, Inc.

This financing represents a strategic refinancing that materially reshapes NexPoint Real Estate Finance’s capital structure by replacing near-term unsecured debt with longer-dated, secured term debt backed by specific investment assets. The $310.0 million initial draw directly addresses the imminent $185.2 million maturity of the 5.75% unsecured notes on May 1, 2026, eliminating refinancing risk and reducing reliance on unsecured markets. The introduction of collateralization — via pledged equity and debt interests in Eligible Investments, as detailed in Exhibits 10.1 and 10.2 — enhances lender security but also subjects the Company to asset-specific covenants and mandatory prepayment mechanics tied to underlying investment performance. Critically, the concurrent entry into a $310.0 million Total Return Swap with Mizuho effectively caps the Company’s net funding cost at SOFR + 2.45% (with the same 2.0% floor), insulating it from SOFR spikes while preserving exposure to potential rate declines. The three-year maturity (extendable to 3.5 years) significantly lengthens the debt runway compared to the May 2026 note maturity, improving financial stability. However, the mandatory prepayment waterfall — requiring escalating percentages of Pledged Asset repayments to be applied to loan reduction — may constrain future capital recycling flexibility and could accelerate amortization if underlying investments prepay faster than anticipated. The covenant package, though described as 'customary,' includes quantitative metrics (fixed charge coverage, net debt-to-equity) that will require ongoing monitoring and could restrict strategic actions if breached.