NEXPOINT DIVERSIFIED REAL ESTATE TRUST

8-K · nexsof20260602_8k.htm iXBRL

0001356115

 2026-06-02
 2026-06-02

 0001356115

 nxdt:CommonSharesCustomMember

 2026-06-02
 2026-06-02

 0001356115

 nxdt:SeriesACumulativePreferredShares550CustomMember

 2026-06-02
 2026-06-02

  

  

 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): June 2, 2026

  

 NexPoint Diversified Real Estate Trust

 (Exact name of registrant as specified in its charter)

  

 Delaware

  

 001-32921

  

 80-0139099

 (State or other jurisdiction

  

 (Commission File Number)

  

 (IRS Employer

 of incorporation)

  
  
  

 Identification No.)

  

 300 Crescent Court, Suite 700

 Dallas , Texas 75201

 (Address of principal executive offices, including zip code)

  

 214 - 276-6300

 (Registrant’s telephone number, including area code)

  

 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:

  

 ☐

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b) of the Act:

  

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Shares , $0.001 par value

 NXDT

 New York Stock Exchange ; NYSE Texas, Inc.

  
  
  

 5.50% Series A Cumulative Preferred Shares , par value $0.001 per share

 ($25.00 liquidation preference per share)

 NXDT-PA

 New York Stock Exchange

  

 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

  

 On June 2, 2026, NexPoint Diversified Real Estate Trust (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the NexPoint Diversified Real Estate Trust 2026 Long Term Incentive Plan (the “2026 LTIP”). The purpose of the 2026 LTIP is to attract, retain, incentivize and reward eligible participants.

  

 For additional information regarding the 2026 LTIP, see “Proposal 3-Approval of the NexPoint Diversified Real Estate Trust 2026 Long Term Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2026 (the “Proxy Statement”).

  

 The foregoing description does not purport to be complete and is qualified in its entirety by reference to the 2026 LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

  

 Item   5.07. Submission of Matters to a Vote of Security Holders.

  

 On June 2, 2026, the Company held its Annual Meeting. The below matters were submitted for approval by the Company’s shareholders, as more fully described in the Proxy Statement. The number of the Company’s common shares (“Common Shares”) entitled to vote at the Annual Meeting was 50,219,590, and the number of the Company’s 5.50% Series A Cumulative Preferred Shares, par value $0.001 per share, liquidation preference $25.00 per share (“Series A Preferred Shares”), entitled to vote at the Annual Meeting was 3,359,593, representing the number of shares outstanding as of March 27, 2026, the record date for the Annual Meeting.

  

 The results of each matter voted on were as follows:

  

 1.

 Election of trustees . The following trustees were elected for terms expiring at the 2027 annual meeting of shareholders:

  

  
  

 Votes For

  

 Votes Withheld

  

 Broker Non-Votes

  

 James Dondero

  

 27,530,193

  

 2,416,579

  

 14,436,658

  

 Brian Mitts

  

 27,712,602

  

 2,234,170

  

 14,436,658

  

 Edward Constantino

  

 26,749,675

  

 3,197,097

  

 14,436,658

  

 Scott Kavanaugh

  

 24,208,120

  

 5,738,652

  

 14,436,658

  

 Arthur Laffer

  

 26,863,985

  

 3,082,787

  

 14,436,658

  

 Carol Swain

  

 26,814,757

  

 3,132,015

  

 14,436,658

  

 Catherine Wood

  

 25,305,303

  

 4,641,469

  

 14,436,658

  

  

  

 2.

 Approval, on an advisory basis, of the compensation of the Company ’ s named executive officers . The compensation of the Company’s named executive officers was approved.

  

 Votes For

  

 Votes Against

  

 Abstentions

  

 Broker Non-Votes

 26,993,180

  

 2,516,601

  

 436,991

  

 14,436,658

  

  

 3.

 Approval of the NexPoint Diversified Real Estate Trust 2026 Long Term Incentive Plan . The 2026 LTIP was approved.

  

 Votes For

  

 Votes Against

  

 Abstentions

  

 Broker Non-Votes

 26,945,964

  

 2,833,644

  

 167,164

  

 14,436,658

  

1

  

  

  

 4.

 Approval, in accordance with Section 312.03(c) of the New York Stock Exchange Listed Company Manual and Section 11(g) of the Statement of Preferences of 9.00% Series B Cumulative Redeemable Preferred Shares (the “ Series B Preferred Shares ” ), of the issuance of common shares upon the conversion or redemption of any and all of the Series B Preferred Shares.  The issuance of common shares upon the conversion or redemption of the Series B Preferred Shares was approved.

  

 Votes For

  

 Votes Against

  

 Abstentions

  

 Broker Non-Votes

 27,382,186

  

 2,442,145

  

 122,441

  

 14,436,658

  

  

 5.

 Ratification of the appointment of KPMG LLP as the Company ’ s independent registered public accounting firm for 2026 . The appointment was ratified.

  

 Votes For

  

 Votes Against

  

 Abstentions

  

 Broker Non-Votes

 42,760,080

  

 1,514,886

  

 108,464

  

 0

  

  

 6.

 Shareholder proposal.  The shareholder proposal regarding liquidating the Company’s assets was not approved.

  

 Votes For

  

 Votes Against

  

 Abstentions

  

 Broker Non-Votes

 4,570,997

  

 25,160,407

  

 215,368

  

 14,436,658

  

  

 Item 9.01 Financial Statements and Exhibits.

  

 (d) Exhibits

  

 Exhibit No.

 Description

  

 10.1
 NexPoint Diversified Real Estate Trust 2026 Long Term Incentive Plan

 104
 Cover Page Interactive Data File (formatted as Inline XBRL)

  

  

2

  

  

 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.

  

  

 NexPoint Diversified Real Estate Trust

  

  
  
  
  

  
  
  
  

  

 By:

 /s/ Paul Richards

  

  

 Name:

  Paul Richards

  

  

 Title:

 Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary

  

  
  
  

 Date:  June 2, 2026