What related-party relationships exist between NXDT and NexPoint Storage Partners?

As of April 3, 2026, NexPoint Diversified Real Estate Trust owned approximately 53.02% of NexPoint Storage Partners’ outstanding common stock and has guaranteed certain NSP obligations. Accounts advised by its Sponsor and affiliates beneficially own substantially all NSP equity, creating extensive affiliated interests in this financing.

NexPoint (NYSE: NXDT) joins $40M NSP secured note participation

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust, through its operating partnership, agreed to a side letter giving it an undivided participation interest in $962,000 principal amount of a secured promissory note to NexPoint Storage Partners Operating Company.

The underlying NSP Note permits total borrowing of up to $40 million, with $22.7 million outstanding as of April 3, 2026, bears 14% per annum interest payable in kind, is interest-only during its term, and matures on January 16, 2031. Borrowings are secured by a first priority lien on certain income streams and related deposit accounts of the co-borrowers.

As of April 3, 2026, the Company owned approximately 53.02% of the outstanding common stock of NexPoint Storage Partners, and various parties to the note and participation arrangements are advised or managed by affiliates of the Company’s external adviser, highlighting a significant related-party financing structure.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Participation interest: $962,000 principal NSP Note capacity: $40 million NSP Note outstanding: $22.7 million +3 more

6 metrics

Participation interest $962,000 principal Undivided participation in NSP Note effective March 30, 2026

NSP Note capacity $40 million Aggregate principal amount NSP OC may borrow under the NSP Note

NSP Note outstanding $22.7 million Outstanding under NSP Note as of April 3, 2026

Interest rate 14% per annum Interest on NSP Note, payable in kind

Maturity date January 16, 2031 NSP Note maturity

NSP ownership 53.02% Company’s ownership of NSP common stock as of April 3, 2026

Key Terms

Material Definitive Agreement, participation agreement, Secured Promissory Note, payable in kind, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

participation agreement financial

"entered into a participation agreement side letter (the “Side Letter”)"

Secured Promissory Note financial

"principal amount of that certain Secured Promissory Note, dated as of January 16, 2026"

A secured promissory note is a written promise to repay borrowed money that is backed by specific assets pledged as collateral; if the borrower fails to pay, the lender can seize those assets to recover losses. Investors care because the collateral reduces the lender’s risk and can make the loan safer and more likely to be repaid, similar to a pawnshop loan where an item lowers the lender’s exposure if the borrower defaults.

payable in kind financial

"The NSP Note bears interest at a rate of 14% per annum, which is payable in kind"

Payable in kind (PIK) is a payment option where a borrower or issuer fulfills interest or dividend obligations by issuing additional debt or shares instead of paying cash. For investors this matters because it preserves the issuer’s cash flow in the short term but increases the amount owed or dilutes ownership, so it can raise credit risk, change yield expectations and reduce liquidity compared with cash payments.

first priority lien financial

"Borrowings under the NSP Note are secured by a first priority lien on certain income streams"

A first priority lien is a legal claim that gives one lender or creditor the top spot to be paid from specific assets if a borrower defaults or goes bankrupt. Think of it like holding the first place ticket in a line for a limited payout — that creditor gets paid before any others from the proceeds of the pledged assets. For investors, knowing who holds a first priority lien helps gauge how much money could realistically be recovered and how risky a company's debt or secured investment is.

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Understanding 8-K Material Events →

04/03/2026 - 04:24 PM

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): March 30, 2026

NEXPOINT DIVERSIFIED REAL ESTATE TRUST

(Exact name of registrant as specified in its charter)


Delaware	001-32921	80-0139099
(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: (214) 276-6300

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 $0.001 per share 5.50% Series A Cumulative Preferred Shares, par value $0.001 per share ($25.00 liquidation preference per share)		NXDT NXDT-PA		New York Stock Exchange; NYSE Texas, Inc. 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 1.01. Entry into a Material Definitive Agreement.

On April 3, 2026, NexPoint Diversified Real Estate Trust OP, L.P. (the “OP”), the operating partnership of NexPoint Diversified Real Estate Trust (the “Company”), Highland Opportunities & Income Fund (“HFRO”), Highland Global Allocation Fund (“HGLB”) and NRES REIT Sub II, LLC (“NRES” and, together with HFRO and HGLB, the “Other NSP Note Purchasers”) entered into a participation agreement side letter (the “Side Letter”) with NexPoint Real Estate Finance Operating Partnership, L.P. (“NREF”). Pursuant to the Side Letter, effective on March 30, 2026, the OP purchased an undivided participation interest in $962,000 principal amount of that certain Secured Promissory Note, dated as of January 16, 2026, as amended by that certain First Amendment to Secured Promissory Note and Joinder Agreement, dated as of March 25, 2026 (as amended, the “NSP Note”), by and between NexPoint Storage Partners Operating Company, LLC (“NSP OC”), a subsidiary of NexPoint Storage Partners, Inc. (“NSP”), and certain subsidiaries of NSP OC and of NexPoint Advisors, L.P., the parent of our external adviser (our “Sponsor”), as co-borrowers, and NREF, as lender. In addition, under the Side Letter and that certain participation agreement, dated March 25, 2026, as amended, between NREF and The Ohio State Life Insurance Company (“OSL), the OP, OSL and each Other NSP Note Purchaser has the right, but not the obligation, to participate in any future advance under the NSP Note up to its then-current pro rata share, with NREF remaining obligated to fund any amount of future advances under the NSP Note not funded by the OP, OSL or the Other NSP Note Purchasers. Under the NSP Note, the NSP OC may borrow up to an aggregate principal amount of $40 million, with $22.7 million outstanding as of April 3, 2026. The NSP Note bears interest at a rate of 14% per annum, which is payable in kind, is interest only during the term of the NSP Note and matures on January 16, 2031. Borrowings under the NSP Note are secured by a first priority lien on certain income streams and the related deposit accounts of the co-borrowers.

As of April 3, 2026, the Company owned approximately 53.02% of the total outstanding shares of common stock of NSP and has guaranteed certain obligations of NSP. Accounts advised by our Sponsor and its affiliates beneficially own substantially all of the equity securities of NSP. Each Other NSP Note Purchaser and NREF are advised or managed by an affiliate of NexPoint Real Estate Advisors X, L.P., the Company’s external adviser (the “Adviser”), and OSL may be deemed an affiliate of the Adviser through common beneficial ownership.

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

	/s/ Paul Richards
	Name:	Paul Richards
	Title:	Chief Financial Officer, Executive VP- Finance, Treasurer and Assistant Secretary

Date: April 3, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What material agreement did NexPoint Diversified Real Estate Trust (NXDT) enter on April 3, 2026?

NexPoint’s operating partnership entered a participation agreement side letter with NexPoint Real Estate Finance’s partnership. It acquired an undivided participation interest in $962,000 principal amount of a secured promissory note to NexPoint Storage Partners Operating Company, alongside rights to join future advances under that note.

What are the key size and usage terms of the NSP Note described by NXDT?

The NSP Note allows NexPoint Storage Partners Operating Company to borrow up to an aggregate principal amount of $40 million. As of April 3, 2026, $22.7 million was outstanding. Future advances may be funded by NexPoint’s operating partnership, The Ohio State Life Insurance Company, and other note purchasers or by NREF.

What interest rate and maturity apply to the NSP Note involving NXDT?

The NSP Note bears interest at 14% per annum, payable in kind, meaning interest is added to the principal rather than paid in cash. It is interest-only during its term and matures on January 16, 2031, providing a long-dated, high-yield loan structure.

How is the NSP Note secured according to NexPoint Diversified Real Estate Trust’s filing?

Borrowings under the NSP Note are secured by a first priority lien on certain income streams and related deposit accounts of the co-borrowers. This means lenders, including NexPoint’s participation, have primary claim on specified cash flows and accounts if the borrowers fail to meet obligations.

Who are the other participants in the NSP Note alongside NexPoint’s operating partnership?

Other participants include Highland Opportunities & Income Fund, Highland Global Allocation Fund, NRES REIT Sub II, LLC, and The Ohio State Life Insurance Company. These entities, together with NREF, are advised or managed by affiliates of NexPoint Real Estate Advisors X, L.P., the Company’s external adviser.

Filing Exhibits & Attachments

4 documents