NexPoint REIT Files 8-K on Material Agreements & Bylaw Changes

TL;DR

NexPoint REIT filed an 8-K detailing material agreements, changes to security holder rights, and bylaw amendments.

AI Summary

On January 30, 2025, NexPoint Diversified Real Estate Trust filed an 8-K detailing several material events. These include entering into a material definitive agreement, modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The filing also contains Regulation FD disclosures and other events, alongside financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes to the rights of NexPoint Diversified Real Estate Trust's security holders, which could impact investors.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and modifications to security holder rights, which can introduce new risks or alter existing ones for investors.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• NEXPOINT DIVERSIFIED REAL ESTATE TRUST (company) — Filer
• 0001356115 (company) — Central Index Key
• 20250130 (date) — Filing Date
• 300 CRESCENT COURT SUITE 700 DALLAS TX 75201 (address) — Business Address

FAQ

Key Financial Figures

• $0.001 — h registered Common Shares, par value $0.001 per share NXDT New York Stock Excha
• $25.00 — red Shares, par value $0.001 per share ($25.00 liquidation preference per share) NXD

Filing Documents

• nexsof20250115_8k.htm (8-K) — 63KB
• ex_766268.htm (EX-1.1) — 212KB
• ex_766262.htm (EX-3.1) — 146KB
• ex_766263.htm (EX-5.1) — 12KB
• ex_766264.htm (EX-8.1) — 20KB
• ex_766265.htm (EX-10.1) — 382KB
• ex_766269.htm (EX-99.1) — 12KB
• ex_766267.htm (EX-99.2) — 84KB
• nxdtlogo.jpg (GRAPHIC) — 18KB
• strawn.jpg (GRAPHIC) — 7KB
• tologo.jpg (GRAPHIC) — 10KB
• winston.jpg (GRAPHIC) — 14KB
• 0001437749-25-002277.txt ( ) — 1321KB
• nxdt-20250130.xsd (EX-101.SCH) — 4KB
• nxdt-20250130_def.xml (EX-101.DEF) — 14KB
• nxdt-20250130_lab.xml (EX-101.LAB) — 19KB
• nxdt-20250130_pre.xml (EX-101.PRE) — 14KB
• nexsof20250115_8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Dealer Manager Agreement On January 30, 2025, NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the "Company"), entered into a Dealer Manager Agreement (the "Dealer Manager Agreement") with NexPoint Securities, Inc., a Delaware corporation (the "Dealer Manager") and an affiliate of NexPoint Real Estate Advisors X, L.P., the Company's external adviser, whereby the Dealer Manager will serve as the Company's exclusive dealer manager in connection with the Company's offering (the "Offering") of up to 16,000,000 shares of the Company's 9.00% Series B Cumulative Redeemable Preferred Shares, par value $0.001 per share ("Series B Preferred Shares"), at a public offering price of $25.00 per share. The Series B Preferred Shares are registered with the Securities and Exchange Commission (the "SEC") pursuant to a registration statement on Form S-3 (File No. 333-280954), as the same may be amended and/or supplemented (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"), and will be offered and sold pursuant to a prospectus supplement, dated January 30, 2025 (the "Prospectus Supplement"), and a base prospectus dated August 1, 2024 relating to the Registration Statement (together with the Prospectus Supplement, the "Prospectus"). Under the Dealer Manager Agreement, the Dealer Manager will use its reasonable best efforts to sell the Series B Preferred Shares offered in the Offering, and the Company will pay the Dealer Manager, subject to the discounts and other special circumstances described or referenced therein, (i) selling commissions of 7.0% of the aggregate gross proceeds from sales of Series B Preferred Shares in the Offering ("Selling Commissions") and (ii) a dealer manager fee of 3.0% of the gross proceeds from sales of Series B Preferred Shares in the Offering (the "Dealer Manager Fee"). The Dealer Manager Agreement provides that the Dealer Manager

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. On January 30, 2025, the Company adopted a Statement of Preferences (the "Statement of Preferences") to classify and designate 16,000,000 shares of the Company's authorized but unissued preferred shares, par value $0.001 per share, as Series B Preferred Shares, with the powers, designations, preferences and other rights as set forth therein. A summary of the material terms of the Series B Preferred Shares is set forth under the caption "Description of Series B Preferred Shares" in the Prospectus Supplement , and is hereby incorporated by reference into this Item 3.03. The summary of the Series B Preferred Shares in the Prospectus Supplement and the following description of the Series B Preferred Shares does not purport to be complete and is qualified in its entirety by reference to the full text of the Statement of Preferences, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 3.03. The Series B Preferred Shares rank senior to the Company's common shares, par value $0.001 per share ("Common Shares"), and pari passu with the Company's Series A Preferred Shares, with respect to distribution rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company. In addition to other preferential rights, upon any voluntary or involuntary liquidation, dissolution, termination, cancellation or winding-up of our affairs, before any distribution or payment will be made to holders of our Common Shares or any other class or series of beneficial interests ranking junior to our Series B Preferred Shares, the holders of Series B Preferred Shares then outstanding will be entitled to be paid out of our assets legally available for distribution to our shareholders, after payment or provision for our debts and other liabilities, the liquidation preference equal to $25.00 per share, subject to appropriate adjustme

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth above under Item 3.03 of this report is hereby incorporated by reference into this Item 5.03.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Press Release On January 30, 2025, the Company issued a press release announcing the Offering. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 7.01. This press release shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, regardless of any general incorporation language in such filing.

01. Other Events

Item 8.01. Other Events. The Series B Preferred Shares will be offered and sold in the Offering pursuant to the Registration Statement and Prospectus. A form of the Subscription Agreement for sales of Series B Preferred Shares through Direct Registration System settlement is filed herewith as Exhibit 99.2 to this Current Report on Form 8-K. 3

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 1.1 Dealer Manager Agreement, by and between NexPoint Diversified Real Estate Trust and NexPoint Securities, Inc., dated January 30, 2025 3.1 5.1 Opinion of Tuan Olona LLP 8.1 Opinion of Winston & Strawn LLP 10.1 Amended and Restated Limited Partnership Agreement of NexPoint Diversified Real Estate Trust Operating Partnership, L.P., dated January 30, 2025 23.1 Consent of Tuan Olona LLP (included in Exhibit 5.1) 23.2 Consent of Winston & Strawn LLP (included in Exhibit 8.1) 99.1 Press Release of the Company dated January 30, 2025 99.2 Form of Subscription Agreement for Direct Registration Settlement of Series B Preferred Shares 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Cautionary Statement regarding Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management's current expectations, assumptions and beliefs. Forward-looking statements can often be identified by words such as "anticipate," "estimate," "expect," "intend," "may," "should" and similar expressions, and variations or negatives of these words. These forward-looking statements include, but are not limited to, statements regarding the best efforts of the Dealer Manager to sell Series B Preferred Shares, the performance of the parties under the Dealer Manager Agreement, and the contribution of the net proceeds of the Offering to the Operating Partnership. They are not guarantees of future results and forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement, including those described in grea

SIGNATURES

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/ Matt McGraner Name: Matt McGraner Title: Executive VP and Chief Investment Officer Date: January 30, 2025

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View this 8-K filing on SEC EDGAR