Highland Opportunities and Income Fund (HFRO) updates board structure and bylaws

Rhea-AI Filing Summary

Highland Opportunities and Income Fund reports governance updates following the passing of Class I Trustee Bryan A. Ward. To rebalance its board classes, the Board accepted the resignation of Dorri McWhorter and, effective January 16, 2026, immediately appointed her as a Class I Trustee.

Ms. McWhorter resumes all prior committee roles, including chairing the audit committee, and will be paid under the Fund’s standard non‑employee trustee compensation program. The Board also approved a Fourth Amended and Restated Declaration of Trust and Bylaws effective January 27, 2026, which consolidate prior changes and further refine provisions on forum selection, shareholder proposals and nominations, and shareholder meetings.

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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): January 16, 2026

Highland Opportunities and Income Fund

(Exact name of Registrant as Specified in Its Charter)

Massachusetts		811-23268		45-6245636
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

300 Crescent Court, Suite 700

Dallas, Texas 75201

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (866) 351-4400

(Former Name or Former Address, if Changed Since Last Report)

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		HFRO		New York Stock Exchange
5.375% Series A Cumulative Preferred Shares		HFRO Pr A		New York Stock Exchange
5.375% Series B Cumulative Preferred Shares		HFRO Pr B		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 Departures of Directors or Certain Officers; Election of Directors; appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In light of the passing of Bryan A. Ward, a Class I Trustee of Highland Opportunities and Income Fund (the “Fund”), the Board of Trustees (the “Board”) of the Fund has determined to reallocate the Trustees across the three classes of Trustees. Accordingly, effective January 16, 2026, the Board accepted the resignation of Dorri McWhorter and subsequently appointed Ms. McWhorter to serve as a Class I Trustee of the Fund. Following her reappointment, Ms. McWhorter has resumed all of her previous committee assignments, including serving as chair of the audit committee.

Ms. McWhorter will receive compensation for her Board service in accordance with the Fund’s standard compensation arrangements for non-employee trustees, which are described in the Fund’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 7, 2025.

There is no arrangement or understanding between Ms. McWhorter and any other person pursuant to which Ms. McWhorter was appointed as a trustee, and there are no reportable transactions under Item 404(a) of Regulation S-K with respect to Ms. McWhorter.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective January 27, 2026, the Board has approved the Fourth Amended and Restated Declaration of Trust and Fourth Amended and Restated Bylaws included as exhibits to this filing and incorporated herein by reference. These amended and restated documents incorporate amendments that had been approved by the Board in previous years and further amend and clarify certain provisions, including those related to forum selection, shareholder proposals and nominations (including information requirements), and shareholder meetings.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number		Exhibit Description
(a)(i)		Fourth Amended and Restated Agreement and Declaration of Trust dated January 27, 2026, filed herewith
(b)		Fourth Amended and Restated Bylaws dated January 27, 2026, filed herewith
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

This Current Report on Form 8-K may contain certain forward-looking statements, including statements with regard to the future performance and operation of the Fund. Words such as “believes,” “expects,” “projects” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the filings the Fund makes with the Securities and Exchange Commission. The Fund undertakes no obligation to publicly update or revise any forward- looking statements, whether as a result of new information, future events or otherwise.

SIGNATURES

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

Date: January 28, 2026				Highland Opportunities and Income Fund
		By:		/s/ Frank Waterhouse
				Name:		Frank Waterhouse
				Title:		Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Treasurer

FAQ

What board changes did Highland Opportunities and Income Fund (HFRO) disclose in this 8-K?

Highland Opportunities and Income Fund reclassified its trustees after the passing of Bryan A. Ward. Dorri McWhorter resigned and, effective January 16, 2026, was reappointed as a Class I Trustee, resuming all previous committee assignments, including serving as chair of the audit committee.

How is Dorri McWhorter compensated for her role at Highland Opportunities and Income Fund (HFRO)?

Dorri McWhorter will receive compensation in line with the Fund’s standard arrangements for non‑employee trustees. These compensation terms are described in Highland Opportunities and Income Fund’s definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on May 7, 2025.

Did Highland Opportunities and Income Fund (HFRO) amend its governance documents in this filing?

Yes. Effective January 27, 2026, the Board approved a Fourth Amended and Restated Declaration of Trust and Fourth Amended and Restated Bylaws. These updated documents consolidate prior amendments and further clarify provisions on forum selection, shareholder proposals and nominations, and shareholder meetings.

Are there any related party transactions reported for Dorri McWhorter at Highland Opportunities and Income Fund (HFRO)?

No related party transactions are reported. The filing states there are no reportable transactions involving Dorri McWhorter under Item 404(a) of Regulation S‑K, and no arrangement or understanding with any person pursuant to which she was appointed as a trustee.

What topics do the updated Highland Opportunities and Income Fund (HFRO) bylaws address?

The Fourth Amended and Restated Bylaws address and clarify several governance topics. They include provisions related to forum selection, shareholder proposals and nominations—particularly information requirements—and processes concerning shareholder meetings, building on amendments previously approved by the Board in earlier years.