NexPoint Diversified (NYSE: NXDT) nets $26.3M in Bradenton hotel sale

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust entered into a material definitive agreement to sell 100% of the membership interests of NHT Bradenton, LLC, which owns the Bradenton Hampton Inn & Suites property. The sale to OSL Bradenton Downtown, LLC closed for approximately $26.3 million in cash, subject to customary closing adjustments.

The company intends to use the net proceeds for short-term liquidity needs. The buyer may be deemed an affiliate of NexPoint Real Estate Advisors X, L.P., and the related-party transaction was reviewed and approved by the company’s Audit Committee in line with its Related Party Transaction Policy.

Insights

REIT & transactions analyst

NXDT sells a hotel asset for $26.3M cash to bolster liquidity via a related-party transaction approved by its Audit Committee.

NexPoint Diversified Real Estate Trust sold all membership interests in NHT Bradenton, LLC, the owner of the Bradenton Hampton Inn & Suites, for approximately $26.3 million in cash. This converts a single hotel holding into immediate cash, potentially reducing property concentration and adding flexibility for balance-sheet management.

The agreement is with OSL Bradenton Downtown, LLC, which may be deemed an affiliate of the adviser through common beneficial ownership. Because of this relationship, the deal was reviewed and approved by the Board’s Audit Committee under the company’s Related Party Transaction Policy. The company states it intends to use net proceeds for short-term liquidity needs, so the near-term impact depends on how that liquidity is ultimately deployed or whether it offsets obligations.

8-K Event Classification

2 items: 1.01, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Bradenton hotel sale price: $26.3 million cash Common share par value: $0.001 per share Series A preferred dividend rate: 5.50% +2 more

5 metrics

Bradenton hotel sale price $26.3 million cash Total consideration for NHT Bradenton, LLC membership interests

Common share par value $0.001 per share Par value of common shares

Series A preferred dividend rate 5.50% Rate on Series A Cumulative Preferred Shares

Series A preferred liquidation preference $25.00 per share Liquidation preference for 5.50% Series A Cumulative Preferred Shares

Commission file number 001-32921 SEC file number for NexPoint Diversified Real Estate Trust

Key Terms

Material Definitive Agreement, Membership Interest Purchase Agreement, Related Party Transaction Policy, Cumulative Preferred Shares, +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.

Membership Interest Purchase Agreement financial

"entered into a Membership Interest Purchase Agreement (“MIPA”) with OSL Bradenton Downtown, LLC"

A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.

Related Party Transaction Policy regulatory

"In compliance with the Company’s Related Party Transaction Policy, the MIPA was reviewed and approved"

Cumulative Preferred Shares financial

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

Cumulative preferred shares are a class of stock that pays regular fixed payments to holders and keeps a running total of any missed payments, which the company must clear before paying common shareholders. Think of it like a savings account that records skipped interest so the owner gets owed amounts later; this gives investors a steadier income and extra protection compared with common stock, though with limited upside potential.

liquidation preference financial

"5.50% Series A Cumulative Preferred Shares ... ($25.00 liquidation preference per share)"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

Understanding 8-K Material Events →

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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): March 24, 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 March 24, 2026, NexPoint Diversified Real Estate Trust (the “Company”), through its indirect subsidiary, NXDT Hospitality Holdco, LLC, entered into a Membership Interest Purchase Agreement (“MIPA”) with OSL Bradenton Downtown, LLC (the “Buyer”). Pursuant to the MIPA, the Company agreed to sell 100% of the membership interests of NHT Bradenton, LLC, which owns the Bradenton Hampton Inn & Suites property, to the Buyer. The transaction closed on the same date for a total consideration of approximately $26.3 million in cash, subject to customary closing adjustments. The MIPA contains customary representations and warranties and covenants of the parties. The Company intends to use the net proceeds from the transaction for short-term liquidity needs.

The Buyer may be deemed an affiliate of the Company’s adviser, NexPoint Real Estate Advisors X, L.P., through common beneficial ownership. In compliance with the Company’s Related Party Transaction Policy, the MIPA was reviewed and approved by the Audit Committee of the Board of Trustees of the Company.

The foregoing summary of the MIPA does not purport to be complete and is qualified in its entirety by reference to the full text of the MIPA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description
10.1		Membership Interest Purchase Agreement, by and among NXDT Hospitality Holdco, LLC and OSL Bradenton Downtown, LLC, dated March 24, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: March 30, 2026

FAQ

What asset did NexPoint Diversified Real Estate Trust (NXDT) agree to sell?

NexPoint Diversified Real Estate Trust agreed to sell 100% of the membership interests in NHT Bradenton, LLC. This entity owns the Bradenton Hampton Inn & Suites property, so the transaction effectively disposes of that hotel asset in a single cash sale.

How much cash will NXDT receive from the Bradenton hotel sale?

The transaction closed for total consideration of approximately $26.3 million in cash. The amount is subject to customary closing adjustments, which can modify the final net proceeds slightly based on routine post-closing calculations and agreed adjustments.

How does NexPoint plan to use the Bradenton sale proceeds?

NexPoint Diversified Real Estate Trust states it intends to use the net proceeds from the Bradenton Hampton Inn & Suites sale for short-term liquidity needs. This suggests a focus on near-term cash requirements, such as operating needs, debt service, or other immediate financial obligations.

Is the buyer of NXDT’s Bradenton hotel affiliated with its adviser?

The buyer, OSL Bradenton Downtown, LLC, may be deemed an affiliate of NexPoint’s adviser, NexPoint Real Estate Advisors X, L.P., through common beneficial ownership. Because of this relationship, the company processed the deal under its Related Party Transaction Policy and obtained Audit Committee approval.

What is the key agreement used for NXDT’s Bradenton hotel sale?

The transaction is governed by a Membership Interest Purchase Agreement, or MIPA, between NXDT’s indirect subsidiary, NXDT Hospitality Holdco, LLC, and OSL Bradenton Downtown, LLC. This agreement sets the purchase terms, representations, warranties, covenants, and closing mechanics for the membership interest sale.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 98.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.3 KB