UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report 13(Date orof ~~15(d~~earliest event reported): June 10, 2025

ofNexPoint ~~the~~Diversified ~~Securities~~Real ~~Exchange~~Estate ~~Act of 1934~~ Trust

~~Date of report~~ (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~May~~in 9,its ~~2025~~charter)

NEXPOINT DIVERSIFIED REAL ESTATE TRUST

Delaware	001-32921	80-0139099
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

(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~~principal ~~Executive~~executive ~~Offices)~~offices, ~~(Zip~~including ~~Code)~~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~~Registrant’s ~~General~~telephone ~~Instruction~~number, ~~A.2.~~including ~~below~~area code):

☒Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~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))

☐ 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)	~~Trading~~Name ~~Symbol(s)~~of each exchange on which registered	~~Name of each exchange on which registered~~
Common Shares, par value $0.001 per share		NXDT	New York Stock Exchange
Common Shares, $0.001 par value	NXDT	New York Stock Exchange
5.50% Series A Cumulative Preferred Shares, par value $0.001 per share ($25.00 liquidation preference per share)	NXDT-PA	~~NXDT-PA~~New York Stock Exchange	~~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 85.~~01.~~02 ~~Other~~Departure ~~Events.~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~April~~June 2510, 2025, NexPoint Diversified Real Estate Trust (the “Company”) ~~filed~~held ~~a definitive proxy statement/prospectus (the “Definitive Proxy Statement/Prospectus”) with the Securities and Exchange Commission (the “SEC”) in connection with~~ its ~~annual~~Annual ~~meeting~~Meeting of ~~shareholders~~Shareholders ~~to be held on Tuesday, June 10, 2025, beginning at 10:30 a.m. Central Time~~ (the “Annual Meeting”),. toAt ~~consider,~~the ~~among~~Annual ~~other things~~Meeting, the ~~conversion of the~~ Company’s ~~jurisdiction~~shareholders ~~and~~approved ~~form of organization from a Delaware statutory trust to a Maryland corporation and~~ the ~~approval of the~~ Amended and Restated NexPoint Diversified Real Estate Trust 2023 Long Term Incentive Plan (the “A&R 2023 ~~Plan~~LTIP”). ~~This~~The ~~Current~~purpose ~~Report~~of onthe ~~Form~~A&R ~~8-K~~2023 LTIP is ~~being filed~~ to ~~correct~~attract, ~~typographical~~retain, ~~errors~~incentivize ~~contained~~and inreward ~~the~~eligible ~~Definitive Proxy Statement/Prospectus as noted below~~participants.

IfFor ~~you~~additional ~~have~~information ~~already~~regarding ~~voted~~the byA&R ~~internet,~~2023 ~~telephone or mail or provided voting instructions~~LTIP, ~~you~~see do“Proposal ~~not~~4-Approval ~~need~~of tothe ~~take~~Amended ~~any~~and ~~action~~Restated ~~unless~~NexPoint ~~you~~Diversified ~~wish~~Real toEstate ~~change~~Trust ~~your~~2023 ~~vote.~~Long ~~Any~~Term ~~shareholder~~Incentive ofPlan” ~~record~~in ~~who~~the ~~wishes~~Company’s todefinitive ~~change~~proxy ~~its~~statement/prospectus ~~vote~~filed ~~may~~with dothe soSecurities byand ~~voting~~Exchange inCommission ~~accordance~~on ~~with~~April ~~the~~25, ~~procedures~~2025 ~~described in~~ (the ~~Definitive~~ “Proxy Statement/Prospectus”).

~~Supplement~~The foregoing description does not purport to ~~Definitive~~be ~~Proxy~~complete ~~Statement/Prospectus~~and is qualified in its entirety by reference to the A&R 2023 LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The following information supplements the Definitive Proxy Statement/Prospectus and should be read in conjunction with the disclosures contained in the Definitive Proxy Statement/Prospectus, which in turn should be read in its entiretyItem 5.07. ~~Page~~Submission ~~references~~of ~~are~~Matters to ~~the~~a ~~Definitive~~Vote ~~Proxy~~of ~~Statement/Prospectus~~Security ~~and terms used below, unless otherwise defined, shall have the meanings ascribed to such terms in the Definitive Proxy Statement/Prospectus~~Holders. ~~Revised text within the restated language from the Definitive Proxy Statement/Proxy Statement is indicated in bold, underlined text (e.g., bold, underlined text).~~

~~The~~On ~~following~~June ~~disclosure~~10, ~~replaces~~2025, the ~~first~~Company ~~full~~held ~~paragraph~~its onAnnual ~~page~~Meeting. 31The ofbelow matters were submitted for approval by the ~~Definitive~~Company’s shareholders, as more fully described in the Proxy Statement/Prospectus. ~~disclosure~~The ~~under~~number of the ~~heading~~Company’s common shares (“~~Proposal~~Common 4Shares”) –entitled ~~Approval~~to ofvote at the ~~Amended~~Annual ~~and~~Meeting ~~Restated~~was ~~NexPoint~~44,517,013.24, ~~Diversified~~and ~~Real~~the ~~Estate~~number ~~Trust~~of ~~2023~~the ~~Long~~Company’s ~~Term~~5.50% ~~Incentive~~Series ~~Plan—Executive~~A ~~Summary~~Cumulative ~~and~~Preferred ~~Selected~~Shares, ~~Plan~~par ~~Information—~~value ~~Expected~~$0.001 ~~Duration~~per ~~and~~share, ~~Impact~~liquidation onpreference ~~Dilution~~$25.00 per share (“Series A Preferred Shares”), entitled to vote at the Annual Meeting was 3,359,593, representing the number of shares outstanding as ~~measured~~of ~~through~~March ~~burn~~31, ~~rate~~2025, ~~and~~the ~~overhang)”:~~record date for the Annual Meeting.

The ~~overhang~~results ~~rate is a measure~~ of ~~potential~~each ~~dilution~~matter tovoted ~~holders~~on ~~of Old Common Shares. As of April 9, 2025, there~~ were 44,626,539.24 of our Old Common Shares outstanding, 1,934,707 Old Common Shares subject to outstanding full value equity awards, zero Old Common Shares subject to outstanding options or SARs, 30 Old Common Shares remaining under the 2023 Plan and 2,000 common limited partnership units of the Operating Partnership (defined below) (the “OP Units”) that were redeemable, subject to certain requirements, for cash or, at the election of Old NXDT, Old Common Shares on a one-for-one basis. If Old NXDT’s overhang rate is calculated including the potential impact of the redemption of the OP Units, then (a) if Old NXDT excludes the impact of the new share request, Old NXDT’s overhang rate as of April 9, 2025 is 4.2% on a fully diluted basis, and (b) if Old NXDT includes the new share request of 943,000 Old Common Shares, Old NXDT’s overhang rate with respect to Old Common Shares will be approximately 6.1% on a fully diluted basis. If Old NXDT’s overhang rate is calculated excluding the potential impact of the redemption of the OP Units, then (a) if we exclude the impact of the new share request, Old NXDT’s overhang rate as of April 9, 2025 is 4.2% on a fully diluted basis, and (b) if Old NXDT includes the new share request of 943,000 Old Common Shares, Old NXDT’s overhang rate with respect to Old Common Shares will be approximately 6.1% on a fully diluted basis. Old NXDT believes this is a reasonable level of dilution and provides Old NXDT with the appropriate flexibility to ensure meaningful equity awards in future years to executives and other key service providers to better align their interests with the interests of shareholders.follows:

1.	Election of trustees. The following trustees were elected for terms expiring at the 2026 annual meeting of shareholders:

	Votes For	Votes Withheld	Broker Non-Votes
James Dondero	17,097,043	12,936,437	10,300,293
Brian Mitts	27,493,839	2,539,641	10,300,293
Edward Constantino	27,395,343	2,638,137	10,300,293
Scott Kavanaugh	26,900,524	3,132,956	10,300,293
Arthur Laffer	27,606,984	2,426,496	10,300,293
Carol Swain	27,385,006	2,648,474	10,300,293
Catherine Wood	22,041,826	7,991,654	10,300,293

2.	Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved.

Votes For		Votes Against		Abstentions		Broker Non-Votes
26,611,518		2,841,378		580,583		10,300,293

Approval of the conversion of the Company from a Delaware statutory trust to a Maryland corporation named NexPoint Diversified Real Estate Trust, Inc., and the approval of the adoption of a plan of conversion, articles of incorporation and bylaws of the Company associated with such conversion. The conversion and adoption of a plan of conversion, articles of incorporation and bylaws associated with such conversion was approved.

Votes For		Votes Against		Abstentions		Broker Non-Votes
27,463,257		2,236,137		334,085		10,300,293

~~Additional~~4. ~~Information~~Approval of the Amended and ~~Where~~Restated toNexPoint ~~Find~~Diversified ItReal Estate Trust 2023 Long Term Incentive Plan. The A&R 2023 LTIP was approved.

In connection with the Company’s Annual Meeting, the Company filed with the SEC a Registration Statement on Form S-4 (Registration No. 333-286498), as amended (the “Registration Statement”) containing the Definitive Proxy Statement/Prospectus. The Registration Statement was declared effective by the SEC on April 25, 2025 and the Company began mailing the Definitive Proxy Statement/Prospectus to shareholders on or about May 2, 2025. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS THAT HAS BEEN FILED WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC OR INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. Shareholders of the Company will be able to obtain these documents and other documents filed with the SEC by the Company for free through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed with the SEC by the Company will also be available to shareholders of the Company free of charge on the Company’s website at nxdt.nexpoint.com or by written request to our Corporate Secretary at c/o NexPoint Diversified Real Estate Trust, 300 Crescent Court, Suite 700, Dallas, Texas 75201, Attn: Corporate Secretary.

Votes For		Votes Against		Abstentions		Broker Non-Votes
26,818,759		2,827,503		387,217		10,300,293

No5. ~~Offer~~Approval of the issuance of common shares to the Company’s adviser as payment of fees under the advisory agreement which may exceed five percent of the common equity or ~~Solicitation~~the voting power of the Company prior to such issuance. The issuance of common shares to the adviser as payment of fees under the advisory agreement which may exceed five percent of the common equity or the voting power of the Company prior to such issuance was approved.

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Votes For		Votes Against		Abstentions		Broker Non-Votes
26,894,117		2,806,512		332,850		10,300,293

~~Participants~~6. inRatification of the ~~Solicitation~~appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2025. The appointment was ratified.

The Company, its trustees and certain of its executive officers may be considered participants in the solicitation of proxies from the Company’s shareholders in connection with the Annual Meeting under the rules of the SEC. Information about the Company’s trustees and executive officers is available in the Company’s Definitive Proxy Statement/Prospectus, which was filed with the SEC on April 25, 2025, and in other documents filed with the SEC by the Company and its officers and trustees. These documents can be obtained free of charge from the sources indicated above.

Votes For		Votes Against		Abstentions		Broker Non-Votes
38,192,686		1,689,456		451,631		0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amended and Restated NexPoint Diversified Real Estate Trust 2023 Long Term Incentive Plan
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~NEXPOINT~~NexPoint ~~DIVERSIFIED~~Diversified ~~REAL~~Real ~~ESTATE~~Estate ~~TRUST~~Trust By: /s/ Paul Richards Name: Paul Richards Title: Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary

Date: June ~~May 9~~10, 2025

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