[SCHEDULE 13D/A] Highland Opportunities and Income Fund SEC Filing

Rhea-AI Filing Summary

Saba Capital Management, L.P. and affiliates have filed Amendment No. 1 to Schedule 13D on Highland Opportunities and Income Fund (HFRO). The filing discloses that Saba Capital, Saba Capital Management GP, LLC, and founder Boaz R. Weinstein now beneficially own 3,414,241 common shares, equal to 6.17 % of HFRO’s outstanding stock (55.3 M shares as of 4/30/25). All shares are held with shared voting and dispositive power. Approximately $17.3 million was spent to accumulate the position via open-market purchases between the initial 13D (8/4/25) and the event date (8/5/25).

The amendment updates Items 3 (source of funds), 5 (interest in securities) and 7 (exhibits). Saba funded the purchases through investor subscriptions, capital appreciation and standard margin borrowings. No sole voting or dispositive power is reported, indicating a coordinated group holding. There are no criminal or civil proceedings involving the reporting persons in the past five years. The fund, known for activist strategies, now exceeds the 5 % threshold, positioning it to influence HFRO’s strategic or governance decisions.

Positive

• Saba Capital surpasses 5 % ownership, indicating active interest that historically drives value realisation in closed-end funds.
• Shared voting/dispositive power over 3.41 M shares provides a cohesive block that can influence HFRO’s corporate actions.

Negative

• Stake remains below 10 %, limiting outright control and making outcomes dependent on broader shareholder support.
• Use of margin financing introduces leverage risk if HFRO’s share price declines.

Insights

Activist-Equity Analyst

TL;DR: Saba’s 6.17 % stake flags potential activist engagement; modest but material, signalling possible push for value-unlocking actions.

Saba’s move above 5 % triggers 13D status, shifting from passive to potentially activist intent. While the absolute stake is moderate, Saba’s history of demanding buy-backs and restructuring in closed-end funds suggests HFRO could face pressure to narrow any NAV discount or adjust fee structures. The ~$17 M outlay confirms economic alignment. Lack of sole voting power signals collective decision-making across Saba-managed accounts, but all votes and disposals are coordinated, giving Saba de-facto influence. Investors should monitor for follow-up letters, proxy activity or tender-offer proposals that tend to catalyse price re-rating in similar situations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Highland Opportunities and Income Fund

(Name of Issuer)

Common Shares, $0.001 par value

(Title of Class of Securities)

43010E404

(CUSIP Number)

Saba Capital Management, L.P.
405 Lexington Avenue, 58th Floor, Attention: Michael D'Angelo
New York, NY, 10174
(212) 542-4635

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/05/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 43010E404

1

Name of reporting person

Saba Capital Management, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,414,241.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,414,241.00

11

Aggregate amount beneficially owned by each reporting person

3,414,241.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.17 %

14

Type of Reporting Person (See Instructions)

PN, IA

Comment for Type of Reporting Person:

The percentages used herein are calculated based upon 55,326,802 shares of common stock outstanding as of 4/30/25, as disclosed in the company's DEF 14A filed 5/7/25.

SCHEDULE 13D

CUSIP No. 43010E404

1

Name of reporting person

Boaz R. Weinstein

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,414,241.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,414,241.00

11

Aggregate amount beneficially owned by each reporting person

3,414,241.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.17 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentages used herein are calculated based upon 55,326,802 shares of common stock outstanding as of 4/30/25, as disclosed in the company's DEF 14A filed 5/7/25.

SCHEDULE 13D

CUSIP No. 43010E404

1

Name of reporting person

Saba Capital Management GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,414,241.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,414,241.00

11

Aggregate amount beneficially owned by each reporting person

3,414,241.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.17 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentages used herein are calculated based upon 55,326,802 shares of common stock outstanding as of 4/30/25, as disclosed in the company's DEF 14A filed 5/7/25.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, $0.001 par value
(b)	Name of Issuer: Highland Opportunities and Income Fund
(c)	Address of Issuer's Principal Executive Offices: 300 Crescent Court, Suite 700, Dallas, TEXAS , 75201.
Item 1 Comment: This Amendment No. 1 amends Items 3, 5, and 7.
Item 2.	Identity and Background
(a)	This Schedule 13D is being jointly filed by: (i) Saba Capital Management, L.P., a Delaware limited partnership ("Saba Capital"); (ii) Saba Capital Management GP, LLC, a Delaware limited liability company ("Saba GP"); and (iii) Mr. Boaz R. Weinstein ("Mr. Weinstein"), (together, the "Reporting Persons"). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the Common Shares reported herein.
(b)	The address of the business office of each of the Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.
(c)	The principal business of: (i) Saba Capital is to serve as investment manager to private and public investment funds and/or accounts, (ii) Saba GP is to serve as general partner of the Saba Capital and other affiliated entities, and (iii) Mr. Weinstein, an individual, is managing member of the general partner of Saba Capital and other affiliated entities.
(d)	The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
(f)	Saba Capital is organized as a limited partnership under the laws of the State of Delaware. Saba GP is organized as a limited liability company under the laws of the State of Delaware. Mr. Weinstein is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $17,283,183 was paid to acquire the Common Shares reported herein.
Item 5.	Interest in Securities of the Issuer
(a)	See the Reporting Persons section of this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 55,326,802 shares of common stock outstanding as of 4/30/25, as disclosed in the company's DEF 14A filed 5/7/25.
(b)	See the Reporting Persons section of this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	The transactions in the Common Shares effected from the filing of the Schedule 13D on 8/4/25 by the Reporting Persons to 8/5/25, the date of the event which required filing of this Schedule 13D/A, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.
(d)	The funds and accounts advised by Saba Capital have the right to receive the dividends and proceeds of sales from the Common Shares.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 3 - Schedule A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Saba Capital Management, L.P.

Signature:	/s/ Michael D'Angelo
Name/Title:	General Counsel
Date:	08/07/2025

Boaz R. Weinstein

Signature:	/s/ Michael D'Angelo
Name/Title:	Authorized Signatory
Date:	08/07/2025

Saba Capital Management GP, LLC

Signature:	/s/ Michael D'Angelo
Name/Title:	Attorney-in-fact*
Date:	08/07/2025

Comments accompanying signature:

Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823

FAQ

How many HFRO shares does Saba Capital now own?

Saba and affiliates beneficially own 3,414,241 HFRO common shares, representing 6.17 % of the class.

What was the total cost of Saba’s HFRO position?

The filing states that approximately $17.28 million was paid to acquire the shares.

Why did Saba switch from Schedule 13G to 13D for HFRO?

Crossing the 5 % ownership threshold with potential activist intent requires a Schedule 13D rather than a passive 13G filing.

Does Saba have sole or shared voting power over the HFRO shares?

All voting and dispositive power is shared among Saba-managed accounts; there is no sole power reported.

What items were amended in this 13D/A filing?

The amendment updates Items 3 (source of funds), 5 (interest in securities) and 7 (exhibits).