NexPoint Diversified (NYSE: NXDT) revises advisor fee and share payment terms

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust amended its advisory agreement with NexPoint Real Estate Advisors X, L.P. The change allows the Adviser, each month, to choose to receive all or part of its advisory fees in cash or in Common Shares, subject to a cumulative cap of 6,000,000 Common Shares issued under the agreement. The amendment also clarifies that the Adviser may defer payment of advisory fees and expense reimbursements, and that no interest will accrue on any deferred amounts. The Audit Committee of the Board of Trustees reviewed and approved this related-party amendment.

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.

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Accepted by SEC EDGAR 09/19/2025 - 04:10 PM Learn about SEC filing dates

FAQ

What change did NexPoint Diversified Real Estate Trust (NXDT) make to its advisory fees?

NexPoint Diversified Real Estate Trust amended its advisory agreement so monthly advisory fees are payable in cash unless the Adviser elects to receive all or part in Common Shares. This election is subject to a cumulative cap of 6,000,000 Common Shares issued under the agreement.

How many NexPoint (NXDT) Common Shares can be issued to the Adviser under the amended agreement?

Under the amended advisory agreement, the total Common Shares that may be issued to the Adviser is capped at 6,000,000 shares. This limit applies to all Common Shares issued to the Adviser under the advisory agreement over time.

Can the NexPoint (NXDT) Adviser defer payment of its fees and reimbursements?

Yes. The amendment clarifies that the Adviser may defer its right to receive advisory fees and expense reimbursements. Any amounts that are deferred under the advisory agreement will not accrue interest while they remain unpaid, according to the amendment language.

Who approved the amended advisory agreement for NexPoint Diversified Real Estate Trust (NXDT)?

The amendment to the advisory agreement was reviewed and approved by the Audit Committee of NexPoint Diversified Real Estate Trust’s Board of Trustees. This review and approval were conducted in accordance with the company’s Related Party Transaction Policy for such arrangements.

What types of securities does NexPoint Diversified Real Estate Trust (NXDT) list on the NYSE?

NexPoint Diversified Real Estate Trust lists Common Shares with a par value of $0.001 per share under the symbol NXDT. It also lists 5.50% Series A Cumulative Preferred Shares, par value $0.001 and $25.00 liquidation preference per share, under the symbol NXDT-PA.

When was the latest amendment to NexPoint’s (NXDT) advisory agreement signed?

The latest amendment, referred to as the Fourth Amendment to the Advisory Agreement, was entered into on September 19, 2025. The company previously amended the original July 1, 2022 advisory agreement on October 25, 2022, April 11, 2023, and July 22, 2024.

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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): September 19, 2025

NEXPOINT DIVERSIFIED REAL ESTATE TRUST

(Exact Name Of Registrant As Specified In 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 (see General Instruction A.2. below):

☐ 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		NXDT		New York Stock Exchange NYSE Texas, Inc.
5.50% Series A Cumulative Preferred Shares, par value $0.001 per share ($25.00 liquidation preference per share)		NXDT-PA		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.

Amendment to the Advisory Agreement

On September 19, 2025 NexPoint Diversified Real Estate Trust (the “Company”) and NexPoint Real Estate Advisors X, L.P. (the “Adviser”) entered into an amendment (the “Advisory Agreement Amendment”) to the Advisory Agreement, dated July 1, 2022, by and between the Company and the Adviser, as amended by that First Amendment to Advisory Agreement, dated October 25, 2022, as further amended by that Second Amendment to Advisory Agreement, dated April 11, 2023, and as further amended by that Third Amendment to Advisory Agreement, dated July 22, 2024, by and between the Company and the Adviser (the “Advisory Agreement”). The Advisory Agreement Amendment changes the structure of the fees which the Company pays to the Adviser each month such that the monthly installment of fees shall be paid in cash unless the Adviser elects, in its sole discretion, to receive all or a portion of the monthly installment of the fees in common shares, par value $0.001 per share, of the Company (“Common Shares”), subject to certain restrictions, including that in no event shall the Common Shares issued to the Adviser under the Advisory Agreement exceed 6,000,000 Common Shares. The Amendment also clarifies that the Adviser may defer its right to payment of the fees and expense reimbursements under the Advisory Agreement, and provides that interest shall not accrue on such deferred amounts.

In compliance with the Company’s Related Party Transaction Policy, the Advisory Agreement Amendment was reviewed and approved by the Audit Committee of the Board of Trustees of the Company.

The description of the material terms of the Advisory Agreement Amendment is qualified in its entirety by reference to the Advisory Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01. For additional information regarding the Advisory Agreement, see Item 1 “Business—Our Advisory Agreement” in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2025, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Exhibit Description
10.1	Fourth Amendment to Advisory Agreement of NexPoint Diversified Real Estate Trust
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: September 19, 2025