NHF / NexPoint Strategic Opportunities Fund - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

As filed with the Securities and Exchange Commission on August 22, 2025

As filed with the Securities and Exchange Commission on August 22, 2025 Registration No.

Security Type

Calculation of Filing Fee Tables S-3 NEXPOINT DIVERSIFIED REAL ESTATE TRUST Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Shares, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 80-0139099 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ide

NYSE TEXAS CERTIFICATION

New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com August 18, 2025 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The NYSE Texas certifies its approval for listing and registration of the Common Shares, par value $0.001 per share, of NEXPOINT DI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Form of Restricted Share Units Agreement (Trustee) for awards entered into in April 2025

Exhibit 10.4 NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARES UNITS AGREEMENT (Trustee) This RESTRICTED SHARES UNITS AGREEMENT (this “Agreement”) is made as of , 20, by and between NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Company”), and (the “Participant”). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement, i

Form of Restricted Share Units Agreement (Employee) for awards entered into in April 2025

Exhibit 10.3 NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARES UNITS AGREEMENT This RESTRICTED SHARES UNITS AGREEMENT (this “Agreement”) is made as of , 2025, by and between NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Company”), and [●] (the “Participant”). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement, inclu

Form of Restricted Share Units Agreement (Trustee) for awards entered into in June 2025 and after

NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARE UNITS AGREEMENT (Trustee) This RESTRICTED SHARES UNIT AGREEMENT (this “Agreement”) is made as of June , 2025, by and between NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Company”), and (the “Participant”).

Form of Restricted Share Units Agreement (Employee) for awards entered into in June 2025 and after

Exhibit 10.5 NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARE UNITS AGREEMENT This RESTRICTED SHARE UNITS AGREEMENT (this “Agreement”) is made as of June , 2025, by and between NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Company”), and [●] (the “Participant”). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement wil

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): July 28, 2025 NexPoint Diversifie

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): July 28, 2025 NexPoint Diversified Real Estate Trust (Exact name of registrant as specified in its charter) Delaware 001-32921 80-0139099 (State or other jurisdiction (Commission File

As filed with the Securities and Exchange Commission on June 12, 2025

As filed with the Securities and Exchange Commission on June 12, 2025 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (Exact name of registrant as specified in its charter) Delaware 6798 80-0139099 (State or other jurisdiction of incorporation or organization) (P

Calculation of Filing Fees Tables.

Calculation of Filing Fee Tables S-4 NEXPOINT DIVERSIFIED REAL ESTATE TRUST Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, par value $0.

Amended and Restated NexPoint Diversified Real Estate Trust 2023 Long Term Incentive Plan

Exhibit 10.1 NEXPOINT DIVERSIFIED REAL ESTATE TRUST 2023 LONG TERM INCENTIVE PLAN (as amended and restated effective June 10, 2025) 1. Purpose. The purpose of this NexPoint Diversified Real Estate Trust 2023 Long Term Incentive Plan (the “Plan”) is to enable the Company and other Company Group Members to attract and retain trustees, officers and other key employees and advisors and to provide to s

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) NexPoint Diversified Real Estate Trust (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Shares, par value $0.

As filed with the Securities and Exchange Commission on June 10, 2025

As filed with the Securities and Exchange Commission on June 10, 2025 Registration No.

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): June 10, 2025 NexPoint Diversifie

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): June 10, 2025 NexPoint Diversified Real Estate Trust (Exact name of registrant as specified in its charter) Delaware 001-32921 80-0139099 (State or other jurisdiction (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Second Amendment to Loan Agreement, by and among NexPoint Diversified Real Estate Trust Operating Partnership, L.P., NexPoint Real Estate Capital, LLC, NexPoint Real Estate Opportunities, LLC and NexBank.

Exhibit 10.2 SECOND AMENDMENT TO LOAN AGREEMENT This Second Amendment to Loan Agreement (this “Amendment”), dated as of May 15, 2025, is entered into by and among NEXPOINT DIVERSIFIED REAL ESTATE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“NXDTOP”), NEXPOINT REAL ESTATE CAPITAL, LLC, a Delaware limited liability company (“NREC”), and NEXPOINT REAL ESTATE OPPORTUNITIES, LLC,

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): May 9, 2025 NEXPOINT DIVERSIFIED

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): May 9, 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) (Com

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): May 9, 2025 NEXPOINT DIVERSIFIED

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): May 9, 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) (Com

NEXPOINT DIVERSIFIED REAL ESTATE TRUST 300 Crescent Court Suite 700 Dallas, Texas 75201

Filed Pursuant to Rule 424(b)(3) Registration No. 333-286498 NEXPOINT DIVERSIFIED REAL ESTATE TRUST 300 Crescent Court Suite 700 Dallas, Texas 75201 April 25, 2025 Dear NXDT Shareholder: You are cordially invited to attend the annual meeting of shareholders of NexPoint Diversified Real Estate Trust (“Old NXDT”). The meeting will be held on Tuesday, June 10, 2025, beginning at 10:30 a.m. Central Ti

NexPoint Diversified Real Estate Trust 300 Crescent Court, Suite 700 Dallas, TX 75201

NexPoint Diversified Real Estate Trust 300 Crescent Court, Suite 700 Dallas, TX 75201 April 23, 2025 BY EDGAR U.

Calculation of Filing Fees Tables.

Calculation of Filing Fee Tables S-4 NEXPOINT DIVERSIFIED REAL ESTATE TRUST Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on April 23, 2025

As filed with the Securities and Exchange Commission on April 23, 2025 No. 333-286498 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (Exact name of registrant as specified in its charter) Delaware 6798 80-0139099 (State or other jurisdiction of incorporation or orga

NexPoint Hospitality Trust Completes Going Private Transaction with NexPoint Diversified Real Estate Trust

Exhibit 99.1 FOR IMMEDIATE RELEASE NexPoint Hospitality Trust Completes Going Private Transaction with NexPoint Diversified Real Estate Trust DALLAS and TORONTO, April 17, 2025 - NexPoint Hospitality Trust (the “REIT”) (TSX-V: NHT.U) and NexPoint Diversified Real Estate Trust (NYSE: NXDT) (“NXDT”) today announced the closing (the “Closing”) of the previously announced transaction whereby the REIT

Second Amended and Restated Limited Partnership Agreement of NexPoint Diversified Real Estate Trust Operating Partnership, L.P., dated April 17, 2025.

Exhibit 10.1 SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT DIVERSIFIED REAL ESTATE TRUST OPERATING PARTNERSHIP, L.P. a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE A

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): April 15, 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) (

As filed with the Securities and Exchange Commission on April 11, 2025

As filed with the Securities and Exchange Commission on April 11, 2025 No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (Exact name of registrant as specified in its charter) Delaware 6798 80-0139099 (State or other jurisdiction of incorporation or organization) (Primary Standa

Articles of Incorporation of New NXDT (to be effective at the effective time of the Conversion) (incorporated by reference to Exhibit 3.1 to Old NXDT’s Form S-4 (333-286498) filed with the SEC on April 11, 2025).

Exhibit 3.1 NEXPOINT DIVERSIFIED REAL ESTATE TRUST, INC. ARTICLES OF INCORPORATION Pursuant to Articles of Conversion filed with the State Department of Assessments and Taxation of Maryland (the “Department”) contemporaneously herewith (the “Articles of Conversion”), under which NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Statutory Trust”), is converting to a Maryland

New NXDT Bylaws (to be effective at the effective time of the Conversion) (incorporated by reference to Exhibit 3.2 to Old NXDT’s Form S-4 (333-286498) filed with the SEC on April 11, 2025).

Exhibit 3.2 NEXPOINT DIVERSIFIED REAL ESTATE TRUST, INC. BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of NexPoint Diversified Real Estate Trust, Inc., a Maryland corporation (the “Corporation”), in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, in

Form of Proxy Card for the Annual Meeting.

Exhibit 99.1

Calculation of Filing Fees Tables.

Calculation of Filing Fee Tables S-4 NEXPOINT DIVERSIFIED REAL ESTATE TRUST Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, par value $0.

Agreement and Plan of Conversion, dated as of February 24, 2025.

Exhibit 2.1 PLAN OF CONVERSION This Plan of Conversion (the “Plan”), dated as of February 24, 2025 and effective as of the Effective Time (as defined below), is made to convert NexPoint Diversified Real Estate Trust, a Delaware Statutory Trust (the “Trust”), into a Maryland corporation (the “Conversion”) to be named NexPoint Diversified Real Estate Trust, Inc. (the “Corporation”) pursuant to the p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-329

Form of Restricted Shares Units Agreement (Key Employee) for award agreements entered into in 2023

Exhibit 10.8 NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARES UNITS AGREEMENT (Key Employee) This RESTRICTED SHARES UNITS AGREEMENT (this “Agreement”) is made as of , 20, by and between NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Company”), and (the “Grantee”). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement w

List of Subsidiaries of the Registrant

List of Subsidiaries of the Registrant Subsidiary Jurisdiction of Organization NexPoint Diversified Real Estate Trust OP GP, LLC Delaware NexPoint Diversified Real Estate Trust Operating Partnership, L.

First Amendment to Loan Agreement, dated October 22, 2024, by and among the Company, NexPoint Real Estate Capital, LLC, NexPoint Real Estate Opportunities, LLC and NexBank.

Exhibit 10.52 FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to Loan Agreement (this “Amendment”), dated as of October 22, 2024, is entered into by and among NEXPOINT DIVERSIFIED REAL ESTATE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“NXDTOP”), NEXPOINT REAL ESTATE CAPITAL, LLC, a Delaware limited liability company (“NREC”), and NEXPOINT REAL ESTATE OPPORTUNITIES, L

Assignment and Assumption and Co-Lender Agreement, dated May 10, 2024, by and among NREF OP IV REIT Sub, LLC, The Ohio State Life Insurance Company and the Company.

Exhibit 10.51 ASSIGNMENT AND ASSUMPTION AND CO-LENDER AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AND CO-LENDER AGREEMENT (this “Agreement”) is dated as of May 10, 2024, (“Effective Date”) by and among NREF OP IV REIT SUB, LLC, a Delaware limited liability company (“NREF”), THE OHIO STATE LIFE INSURANCE COMPANY (“OSL”), and NEXPOINT DIVERSIFIED REAL ESTATE TRUST OPERATING PARTNERSHIP, L.P., a Delawar

Form of Restricted Shares Units Agreement (Key Employee) for award agreements entered into in 2024.

Exhibit 10.10 NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARES UNITS AGREEMENT (Key Employee) This RESTRICTED SHARES UNITS AGREEMENT (this “Agreement”) is made as of , 20, by and between NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Company”), and (the “Grantee”). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement

Issuer Free Writing Prospectus

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-280954 February 27, 2025

Issuer Free Writing Prospectus

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-280954 February 27, 2025

Issuer Free Writing Prospectus

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-280954 February 27, 2025

NexPoint Hospitality Trust Announces Election of Trustees and Approval of Merger Transaction

Filed by NexPoint Diversified Real Estate Trust pursuant to Rule 425 under the Securities Act of 1933 Subject Company: NexPoint Diversified Real Estate Trust Commission File No.

Reminder of Upcoming Annual and Special Meeting of Unitholders Unitholders are reminded to vote their proxy prior to the proxy voting deadline of 10:00 a.m. (Toronto time) on February 19, 2025

Filed by NexPoint Diversified Real Estate Trust pursuant to Rule 425 under the Securities Act of 1933 Subject Company: NexPoint Diversified Real Estate Trust Commission File No.

LETTER OF TRANSMITTAL AND ELECTION FORM FOR REGISTERED HOLDERS OF UNITS OF NEXPOINT HOSPITALITY TRUST

Filed by NexPoint Diversified Real Estate Trust pursuant to Rule 425 under the Securities Act of 1933 Subject Company: NexPoint Diversified Real Estate Trust Commission File No.

NEXPOINT HOSPITALITY TRUST PROXY SOLICITED BY THE MANAGEMENT OF NEXPOINT HOSPITALITY TRUST For use at the Annual and Special Meeting of Unitholders to be held on February 21, 2025

Filed by NexPoint Diversified Real Estate Trust pursuant to Rule 425 under the Securities Act of 1933 Subject Company: NexPoint Diversified Real Estate Trust Commission File No.

NexPoint Diversified Real Estate Trust 9.00% Series B Cumulative Redeemable Preferred Shares (Series B Cumulative Redeemable Preferred Shares, Initial Stated Value $25.00 per share) Maximum of 16,000,000 Shares

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-280954 PROSPECTUS SUPPLEMENT (To Prospectus dated August 1, 2024) NexPoint Diversified Real Estate Trust 9.00% Series B Cumulative Redeemable Preferred Shares (Series B Cumulative Redeemable Preferred Shares, Initial Stated Value $25.00 per share) Maximum of 16,000,000 Shares This prospectus supplement and the accompanying pro

Dealer Manager Agreement, by and between NexPoint Diversified Real Estate Trust and NexPoint Securities, Inc., dated January 30, 2025

Exhibit 1.1 NEXPOINT SECURITIES, INC. DEALER MANAGER AGREEMENT January 30, 2025 NexPoint Securities, Inc. 200 Crescent Court, Suite 700 Dallas, Texas 75201 RE: NexPoint Diversified Real Estate Trust Ladies and Gentlemen: NexPoint Diversified Real Estate Trust (the “Company”) is a Delaware statutory trust qualified to be taxed as a real estate investment trust (a “REIT”) for federal income tax purp

Issuer Free Writing Prospectus

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-280954 January 30, 2025

NexPoint Diversified Real Estate Trust Launches $400 Million Continuous Offering of 9.00% Series B Cumulative Redeemable Preferred Shares

Exhibit 99.1 NexPoint Diversified Real Estate Trust Launches $400 Million Continuous Offering of 9.00% Series B Cumulative Redeemable Preferred Shares Dallas, TX, January 30, 2025 – NexPoint Diversified Real Estate Trust (NYSE: NXDT) ("NXDT" or the "Company") announced today the launch of a continuous public offering of up to 16,000,000 shares of its newly designated 9.00% Series B Cumulative Rede

Issuer Free Writing Prospectus

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-280954 January 30, 2025

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): January 30, 2025 NEXPOINT DIVERSI

-12-31 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): January 30, 2025 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (Exact Name Of Registrant As Specified In Charter) Delaware 001-32921 80-0139099 (State or Other Jurisdiction of Incorpo

Amended and Restated Limited Partnership Agreement of NexPoint Diversified Real Estate Trust Operating Partnership, L.P., dated January 30, 2025

Exhibit 10.1 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT DIVERSIFIED REAL ESTATE TRUST OPERATING PARTNERSHIP, L.P. a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE

Statement of Preferences of 9.00% Series B Cumulative Redeemable Preferred Shares (incorporated by reference to Exhibit 3.1 to Old NXDT’s Current Report on Form 8-K filed with the SEC on January 30, 2025).

Exhibit 3.1 NEXPOINT DIVERSIFIED REAL ESTATE TRUST STATEMENT OF PREFERENCES OF 9.00% SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Trust”), hereby certifies that: FIRST: The Board of Trustees of the Trust (the “Board”), on January 30, 2025 pursuant to authority expressly vested in it by the Agreement and Declaration of Trus

Exempt Payee Code (If Any): _________ Exemption from FATCA Reporting Code (If Any): _________

Exhibit 99.2 Subscription Agreement We, NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Company”), are selling up to a maximum of 16,000,000 shares of Series B Cumulative Redeemable Preferred Shares (the “Share(s)”) in connection with this offering (the “Offering”). Each Share will be sold at a public offering price of $25.00 per Share and will not be certificated. This su

Issuer Free Writing Prospectus

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-280954 January 30, 2025

NEXPOINT HOSPITALITY TRUST NOTICE OF ANNUAL AND SPECIAL MEETING OF MANAGEMENT INFORMATION CIRCULAR

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-284099 NEXPOINT HOSPITALITY TRUST NOTICE OF ANNUAL AND SPECIAL MEETING OF UNITHOLDERS AND MANAGEMENT INFORMATION CIRCULAR ANNUAL AND SPECIAL MEETING OF UNITHOLDERS TO BE HELD ON FEBRUARY 21, 2025 January 21, 2025 TABLE OF CONTENTS Notice of Annual AND SPECIAL Meeting of Unitholders 1 Additional Information 4 About this document 4 Mana

NexPoint Diversified Real Estate Trust 300 Crescent Court, Suite 700 Dallas, TX 75201

NexPoint Diversified Real Estate Trust 300 Crescent Court, Suite 700 Dallas, TX 75201 January 13, 2025 BY EDGAR U.

As filed with the Securities and Exchange Commission on December 31, 2024

As filed with the Securities and Exchange Commission on December 31, 2024 No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (Exact name of registrant as specified in its charter) Delaware 6798 80-0139099 (State or other jurisdiction of incorporation or organization) (Primary Sta

Calculation of Filing Fee Tables.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) NexPoint Diversified Real Estate Trust (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common shares, par value $0.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 24, 2024 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (Exact Name Of Registrant As Specified In Charter) Delaware 001-32921 80-0139099 (State or Other Jurisdiction of Incorporation

Merger Agreement, dated as of November 22, 2024, by and between NexPoint Diversified Real Estate Trust, NexPoint Diversified Real Estate Trust Operating Partnership, L.P., NXDT Intermediary, LLC, NXDT Hospitality Holdco, LLC, NexPoint Hospitality Trust, NHT Intermediary, LLC, NHT Holdings, LLC and NHT Operating Partnership, LLC.

Exhibit 10.1 AGREEMENT AND PLAN OF MERGER dated as of November 22, 2024 by and among NEXPOINT DIVERSIFIED REAL ESTATE TRUST, NEXPOINT DIVERSIFIED REAL ESTATE TRUST OPERATING PARTNERSHIP, L.P., NXDT INTERMEDIARY, LLC, NXDT HOSPITALITY HOLDCO, LLC, NEXPOINT HOSPITALITY TRUST, NHT INTERMEDIARY, LLC, NHT HOLDINGS, LLC, and NHT OPERATING PARTNERSHIP, LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 S

NexPoint Hospitality Trust to be Acquired by NexPoint Diversified Real Estate Trust

Exhibit 99.1 FOR IMMEDIATE RELEASE NexPoint Hospitality Trust to be Acquired by NexPoint Diversified Real Estate Trust DALLAS and TORONTO, November 25, 2024 - NexPoint Hospitality Trust (“NHT” or the “REIT”1), (TSX-V: NHT.U) and NexPoint Diversified Real Estate Trust (NYSE: NXDT) (“NXDT”) today announced the execution of a definitive agreement (the “Merger Agreement”), on November 22, 2024, pursua

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): November 22, 2024 NEXPOINT DIVERS

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): November 22, 2024 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (Exact Name Of Registrant As Specified In Charter) Delaware 001-32921 80-0139099 (State or Other Jurisdiction of Incorporation

Merger Agreement, dated as of November 22, 2024, by and between NexPoint Diversified Real Estate Trust, NexPoint Diversified Real Estate Trust Operating Partnership, L.P., NXDT Intermediary, LLC, NXDT Hospitality Holdco, LLC, NexPoint Hospitality Trust, NHT Intermediary, LLC, NHT Holdings, LLC and NHT Operating Partnership, LLC.

Exhibit 10.1 AGREEMENT AND PLAN OF MERGER dated as of November 22, 2024 by and among NEXPOINT DIVERSIFIED REAL ESTATE TRUST, NEXPOINT DIVERSIFIED REAL ESTATE TRUST OPERATING PARTNERSHIP, L.P., NXDT INTERMEDIARY, LLC, NXDT HOSPITALITY HOLDCO, LLC, NEXPOINT HOSPITALITY TRUST, NHT INTERMEDIARY, LLC, NHT HOLDINGS, LLC, and NHT OPERATING PARTNERSHIP, LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 S

NexPoint Hospitality Trust to be Acquired by NexPoint Diversified Real Estate Trust

Exhibit 99.1 FOR IMMEDIATE RELEASE NexPoint Hospitality Trust to be Acquired by NexPoint Diversified Real Estate Trust DALLAS and TORONTO, November 25, 2024 - NexPoint Hospitality Trust (“NHT” or the “REIT”1), (TSX-V: NHT.U) and NexPoint Diversified Real Estate Trust (NYSE: NXDT) (“NXDT”) today announced the execution of a definitive agreement (the “Merger Agreement”), on November 22, 2024, pursua

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): November 22, 2024 NEXPOINT DIVERS

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): November 22, 2024 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (Exact Name Of Registrant As Specified In Charter) DELAWARE 001-32921 80-0139099 (State or Other Jurisdiction of Incorporation

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 8, 2024 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (Exact Name Of Registrant As Specified In Charter) Delaware 001-32921 80-0139099 (State or Other Jurisdiction of Incorporation)

Separation Agreement, dated as of November 11, 2024, by and among NexPoint Advisors, L.P., NexPoint Residential Trust, Inc., NexPoint Real Estate Advisors, L.P., NexPoint Real Estate Finance, Inc., NexPoint Real Estate Advisors VII, L.P., NexPoint Diversified Real Estate Trust, NexPoint Real Estate Advisors X, L.P., VineBrook Homes Trust, Inc., NexPoint Real Estate Advisors V, L.P., NexPoint Homes Trust, Inc., NexPoint Real Estate Advisors XI, L.P., NexPoint Storage Partners, Inc., NexPoint Hospitality Trust and Brian Mitts.

Exhibit 10.1 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (the “Agreement”) is made and entered into as of November 11, 2024 by and among (i) NexPoint Advisors, L.P. (the “Adviser”), (ii) NexPoint Residential Trust, Inc. (“NXRT”), (iii) NexPoint Real Estate Advisors, L.P. (the “NXRT Adviser”), (iv) NexPoint Real Estate Finance, Inc. (“NREF”), (v) NexPoint Real Estate Advisors VII, L.P. (the “NRE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Guaranty Agreement, dated October 4, 2024, by the Company for the benefit of Citi Real Estate Funding Inc. and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2024).

Exhibit 10.1 GUARANTY AGREEMENT (RECOURSE OBLIGATIONS) THIS GUARANTY AGREEMENT (RECOURSE OBLIGATIONS) (this “Guaranty”) is executed as of October 4, 2024, by NEXPOINT DIVERSIFIED REAL ESTATE TRUST, a Delaware statutory trust, having an address at c/o NexPoint Real Estate Advisors, L.P., 300 Crescent Court, Suite 700, Dallas, Texas 75201 (“Guarantor”), for the benefit of CITI REAL ESTATE FUNDING IN

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 4, 2024 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (Exact Name Of Registrant As Specified In Charter) Delaware 001-32921 80-0139099 (State or Other Jurisdiction of Incorporation)

NHF / NexPoint Strategic Opportunities Fund / DONDERO JAMES D - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 29)* NexPoint Diversified Real Estate Trust (Name of Issuer) Common Stock (Title of Class of Securities) 65340G106 (CUSIP NUMBER) Stephanie Vitiello, Chief Compliance Officer NexPoint Advisors, L.P. 300 Crescent Court, Suite 700 Dallas, Texas 75201 (Name, Address and Tele

Loan Agreement, dated as of February 23, 2019, among 2325 Stemmons TRS, Inc., 2325 Stemmons Hotel Partners, LLC, HCRE Addison, LLC, HCRE Addison TRS, LLC, HCRE Plano, LLC, HCRE Plano TRS, LLC, HCRE Las Colinas, LLC, HCRE Las Colinas TRS, LLC, NHT SP, LLC, NHT SP TRS, LLC, Delphi CRE Funding LLC and the other Lenders from time to time party thereto, and ACORE Capital Mortgage, LP.

Exhibit 10.8 LOAN AGREEMENT Dated as of February 23, 2019 Among 2325 STEMMONS TRS, INC., a Delaware corporation, 2325 STEMMONS HOTEL PARTNERS, LLC, a Delaware limited liability company, HCRE ADDISON, LLC, a Delaware limited liability company, HCRE ADDISON TRS, LLC, a Delaware limited liability company, HCRE PLANO, LLC, a Delaware limited liability company, HCRE PLANO TRS, LLC, a Delaware limited l

Amended and Restated Advisory Agreement, by and among NexPoint Hospitality Trust, NHT Holdings, LLC, and NexPoint Real Estate Advisors VI, L.P., dated as of March 29, 2019.

Exhibit 10.7 AMENDED AND RESTATED ADVISORY AGREEMENT BY AND AMONG NEXPOINT HOSPITALITY TRUST, NHT HOLDINGS, LLC AND NEXPOINT REAL ESTATE ADVISORS VI, L.P. TABLE OF CONTENTS Page Page 2. Appointment 4 3. Duties of the Advisor 4 4. Authority of Advisor 7 5. No Partnership or Joint Venture 7 6. Personnel 7 7. Bank Accounts 8 8. Advisor’s Conduct 8 9. Declaration of Trust and Operating Agreement 8 10.

Amended and Restated Declaration of Trust of NexPoint Hospitality Trust, dated March 27, 2019

Exhibit 10.2 NEXPOINT HOSPITALITY TRUST AMENDED AND RESTATED DECLARATION OF TRUST Dated as of March 27, 2019 TABLE OF CONTENTS Page ARTICLE 1 THE TRUST AND DEFINITIONS 2 1.1Definitions and Interpretation 2 1.2Tax Act 7 1.3Day Not a Business Day 7 1.4Time of Essence 8 ARTICLE 2 DECLARATION OF TRUST 8 1.1Establishment of the Trust 8 1.2Initial Contribution 8 1.3Name 8 1.4Use of Name 8 1.5Office 8 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Third Amendment to Amended and Restated Limited Liability Company Agreement of NHT Operating Partnership, LLC, dated as of September 25, 2022.

Exhibit 10.6 THIRD AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NHT OPERATING PARTNERSHIP, LLC This Third Amendment (this “Amendment”) dated as of September 25, 2022 with an effective date of June 30, 2022 is to the Amended and Restated Limited Liability Company Agreement of NHT Operating Partnership, LLC, as amended (the “Company”), dated January 8, 2019, by and among

Second Amendment to Amended and Restated Limited Liability Company Agreement of NHT Operating Partnership, LLC, dated as of August 16, 2019.

Exhibit 10.5 SECOND AMENDMENT TO AMENDED AND RESTATED COMPANY AGREEMENT OF NHT OPERATING PARTNERSHIP, LLC This Second Amendment (this “Amendment”) dated as of August 16, 2019 with an effective date of March 29, 2019 is to the Amended and Restated Company Agreement of NHT Operating Partnership, LLC, as amended (the “Company”), dated January 8, 2019, by and among the Manager and the Persons that are

Amended and Restated Limited Liability Company Agreement of NHT Operating Partnership, LLC, dated as of January 8, 2019.

Exhibit 10.3 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NHT OPERATING PARTNERSHIP, LLC a Delaware limited liability company MEMBERSHIP INTERESTS ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS AMENDED AND RESTATED AS OF JANUARY 8, 2019 TABLE OF CONTENTS Page ARTICLE 2. ORGANIZATIONAL MATTERS 15 Section 2.1. Continuation. 15 Section 2.2. Name. 15 Section 2.3. Registered Office and A

Form of Convertible Promissory Note

Exhibit 10.9 THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH

First Amendment to Amended and Restated Limited Liability Company Agreement of NHT Operating Partnership, LLC, dated as of March 27, 2019.

Exhibit 10.4 FIRST AMENDMENT TO AMENDED AND RESTATED COMPANY AGREEMENT OF NHT OPERATING PARTNERSHIP, LLC This First Amendment (this “Amendment”) dated as of March 27, 2019 with an effective date of January 8, 2019, is to the Amended and Restated Company Agreement of NHT Operating Partnership, LLC (the “Company”), dated January 8, 2019, by and among the Manager and the Persons that are party theret

Entry into a Material Definitive Agreement

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): August 2, 2024 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (Exact Name Of Registrant As Specified In Charter) Delaware 001-32921 80-0139099 (State or Other Jurisdiction of Incorporation) (

NexPoint Diversified Real Estate Trust 300 Crescent Court, Suite 700 Dallas, TX 75201

NexPoint Diversified Real Estate Trust 300 Crescent Court, Suite 700 Dallas, TX 75201 July 30, 2024 BY EDGAR U.

NexPoint Diversified Real Estate Trust 300 Crescent Court, Suite 700 Dallas, TX 75201

NexPoint Diversified Real Estate Trust 300 Crescent Court, Suite 700 Dallas, TX 75201 July 30, 2024 BY EDGAR U.

Calculation of Filing Fee Tables.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) NexPoint Diversified Real Estate Trust (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common shares, par value $0.

As filed with the Securities and Exchange Commission on July 22, 2024

Table of Contents As filed with the Securities and Exchange Commission on July 22, 2024 Registration No.

Calculation of Filing Fees Tables.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) NexPoint Diversified Real Estate Trust (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Shares, par value $0.

As filed with the Securities and Exchange Commission on July 22, 2024

Table of Contents As filed with the Securities and Exchange Commission on July 22, 2024 Registration No.

Form of Indenture.

Exhibit 4.8 NEXPOINT DIVERSIFIED REAL ESTATE TRUST, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20[•] Senior Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 3 Section 2.01 Designation and Terms of Securities 3 Section 2.02 Form of Securities and Tr

Third Amendment to Advisory Agreement, dated July 22, 2024, by and among the Company and the Adviser (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2024).

Exhibit 10.1 THIRD AMENDMENT TO ADVISORY AGREEMENT This Third Amendment (this “Amendment”) dated as of July 22, 2024 is to the Advisory Agreement, dated as of July 1, 2022 (the “Advisory Agreement”), by and among NexPoint Diversified Real Estate Trust (the “Company”) and NexPoint Real Estate Advisors X, L.P. (the “Adviser”), as amended by that First Amendment to Advisory Agreement, dated as of Oct

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 22, 2024 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (Exact Name Of Registrant As Specified In Charter) Delaware 001-32921 80-0139099 (State or Other Jurisdiction of Incorporation) (C

NEXPOINT DIVERSIFIED REAL ESTATE TRUST 300 Crescent Court, Suite 700 Dallas, Texas 75201

NEXPOINT DIVERSIFIED REAL ESTATE TRUST 300 Crescent Court, Suite 700 Dallas, Texas 75201 July 16, 2024 BY EDGAR Frank Knapp and Jennifer Monick Office of Real Estate & Construction Division of Corporation Finance U.

Current Report

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): June 11, 2024 NexPoint Diversified Real Estate Trust (Exact name of registrant as specified in its charter) Delaware 001-32921 80-0139099 (State or other jurisdiction (Commission File

NEXPOINT DIVERSIFIED REAL ESTATE TRUST 300 Crescent Court, Suite 700 Dallas, Texas 75201

NEXPOINT DIVERSIFIED REAL ESTATE TRUST 300 Crescent Court, Suite 700 Dallas, Texas 75201 May 30, 2024 BY EDGAR Frank Knapp and Jennifer Monick Office of Real Estate & Construction Division of Corporation Finance U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Limited Consent and Thirteenth Omnibus Amendment Agreement, dated March 8, 2024, by and among CP Tower Owner, LLC, CP Land Owner, LLC, CP Equity Owner, LLC and CP Equity Land Owner, LLC, as borrowers, the Company and NexPoint Real Estate Partners, LLC, as guarantors, Delphi CRE Funding LLC, ACORE Credit IV CLO Issuer 2018-1, LLC and ACORE Capital Mortgage, LP, as lenders, and Acore Capital Mortgage, LP, as administrative agent.

LIMITED CONSENT AND THIRTEENTH OMNIBUS AMENDMENT AGREEMENT – Page 1 59940-201/Cityplace Tower Loan Modification LIMITED CONSENT AND THIRTEENTH OMNIBUS AMENDMENT AGREEMENT This Limited Consent and Thirteenth Omnibus Amendment Agreement (this “Agreement”), dated as of March 8, 2024 (the “Effective Date”), is made and entered into by and among (i) CP TOWER OWNER, LLC, a Delaware limited liability com

Entry into a Material Definitive Agreement

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): April 19, 2024 NexPoint Diversified Real Estate Trust (Exact name of registrant as specified in its charter) Delaware 001-32921 80-0139099 (State or other jurisdiction (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

List of Subsidiaries of the Registrant

List of Subsidiaries of the Registrant Subsidiary Jurisdiction of Organization Entegra-NHF Holdco, LLC Delaware NexPoint Diversified Real Estate Trust OP GP, LLC Delaware NexPoint Diversified Real Estate Trust Operating Partnership, L.P. Delaware NexPoint Dominion Land, LLC Delaware NexPoint Real Estate Capital, LLC Delaware NexPoint Real Estate Opportunities, LLC Delaware NHF TRS, LLC Delaware

Mezzanine Guaranty of Recourse Obligations, dated July 2, 2021, by NexPoint Strategic Opportunities Fund, Highland Opportunities and Income Fund and Highland Global Allocation Fund, for the benefit of ACORE Capital Mortgage, L.P.

US-DOCS\121717634 Mezzanine Guaranty of Recourse Obligations – SAFSTOR (Pool 1) MEZZANINE GUARANTY OF RECOURSE OBLIGATIONS (Pool 1) THIS MEZZANINE GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of July 2, 2021, by NEXPOINT STRATEGIC OPPORTUNITIES FUND, a Delaware statutory trust (“NexPoint”), HIGHLAND INCOME FUND, a Massachusetts trust (“Highland Income”), and HIGHLAND GLOBAL AL

First Amendment to Property Management Agreement, dated January 1, 2023, by and between Freedom Lubbock, LLC and NexVest Realty Advisors, LLC.

NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARES UNITS AGREEMENT (Key Employee)

Exhibit 10.6 NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARES UNITS AGREEMENT (Key Employee) This RESTRICTED SHARES UNITS AGREEMENT (this “Agreement”) is made as of , 20, by and between NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Company”), and (the “Grantee”). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement w

Assignment and Assumption Agreement, effective as of January 1, 2020, by and among NexBank Securities, Inc. and NexVest Realty Advisors, LLC.

EX-10.38

Guaranty of Recourse Obligations, dated July 2, 2021, by Highland Opportunities and Income Fund and Highland Global Allocation Fund, for the benefit of ACORE Capital Mortgage, L.P.

US-DOCS\124251665 Guaranty of Recourse Obligations - SAFSTOR (Pool 2) GUARANTY OF RECOURSE OBLIGATIONS (Pool 2) THIS GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of July 2, 2021, by HIGHLAND INCOME FUND, a Massachusetts trust (“Highland Income”), and HIGHLAND GLOBAL ALLOCATION FUND, a Massachusetts trust (“Highland Global”) (individually and collectively, “Guarantor”), for the benefit of ACORE CAPITAL MORTGAGE, LP, a Delaware limited partnership, in its capacity as Administrative Agent for and on behalf of the Lenders from time to time party to the Loan Agreement defined below (together with its successors and/or assigns, “Administrative Agent”).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-329

Omnibus Amendment to Loan Documents, dated November 17, 2023, by and among NexPoint Diversified Real Estate Operating Partnership, L.P., NexPoint Real Estate Capital, LLC and NexPoint Real Estate Opportunities, LLC.

Execution Version 812098 OMNIBUS AMENDMENT TO LOAN DOCUMENTS This Omnibus Amendment to Loan Documents (this “Amendment”), dated as of November 17, 2023, is entered into by and among NEXPOINT DIVERSIFIED REAL ESTATE TRUST OPERATING PARTNERSHIP, L.

EX-10.34

EX-10.42

Execution Version 812098 OMNIBUS AMENDMENT TO LOAN DOCUMENTS This Omnibus Amendment to Loan Documents (this “Amendment”), dated as of November 17, 2023, is entered into by and among NEXPOINT DIVERSIFIED REAL ESTATE TRUST OPERATING PARTNERSHIP, L.

EX-10.46

US-DOCS\124254666 Mezzanine Guaranty of Recourse Obligations – SAFSTOR (Pool 2) MEZZANINE GUARANTY OF RECOURSE OBLIGATIONS (Pool 2) THIS MEZZANINE GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of July 2, 2021, by HIGHLAND INCOME FUND, a Massachusetts trust (“Highland Income”), and HIGHLAND GLOBAL ALLOCATION FUND, a Massachusetts trust (“Highland Global”) (individually and collectively, “Guarantor”), for the benefit of ACORE CAPITAL MORTGAGE, LP, a Delaware limited partnership, in its capacity as Administrative Agent for and on behalf of the Lenders from time to time party to the Loan Agreement defined below (together with its successors and/or assigns, “Administrative Agent”).

EX-10.45

US-DOCS\121717634 Mezzanine Guaranty of Recourse Obligations – SAFSTOR (Pool 1) MEZZANINE GUARANTY OF RECOURSE OBLIGATIONS (Pool 1) THIS MEZZANINE GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of July 2, 2021, by NEXPOINT STRATEGIC OPPORTUNITIES FUND, a Delaware statutory trust (“NexPoint”), HIGHLAND INCOME FUND, a Massachusetts trust (“Highland Income”), and HIGHLAND GLOBAL AL

Management Agreement, dated January 1, 2014, by and between Freedom Lubbock, LLC and NexBank Realty Advisors.

NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARES UNITS AGREEMENT (Trustee)

Exhibit 10.5 NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARES UNITS AGREEMENT (Trustee) This RESTRICTED SHARES UNITS AGREEMENT (this “Agreement”) is made as of , 20, by and between NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Company”), and (the “Grantee”). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will h

EX-10.36

EX-10.40

EX-10.47

Omnibus Amendment to and Reaffirmation of Loan Documents – SAFSTOR (Pool 2) OMNIBUS AMENDMENT TO AND REAFFIRMATION OF LOAN DOCUMENTS (Pool 2) This OMNIBUS AMENDMENT TO AND REAFFIRMATION OF LOAN DOCUMENTS (this “Agreement”) is executed as of April , 2023 (the “Effective Date”), by and among the entity or entities identified on the signature page hereto as Borrower and the other Borrowers from time

Mezzanine Guaranty of Recourse Obligations, dated July 2, 2021, Highland Opportunities and Income Fund and Highland Global Allocation Fund, for the benefit of ACORE Capital Mortgage, L.P.

US-DOCS\124254666 Mezzanine Guaranty of Recourse Obligations – SAFSTOR (Pool 2) MEZZANINE GUARANTY OF RECOURSE OBLIGATIONS (Pool 2) THIS MEZZANINE GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of July 2, 2021, by HIGHLAND INCOME FUND, a Massachusetts trust (“Highland Income”), and HIGHLAND GLOBAL ALLOCATION FUND, a Massachusetts trust (“Highland Global”) (individually and collectively, “Guarantor”), for the benefit of ACORE CAPITAL MORTGAGE, LP, a Delaware limited partnership, in its capacity as Administrative Agent for and on behalf of the Lenders from time to time party to the Loan Agreement defined below (together with its successors and/or assigns, “Administrative Agent”).

First Amendment to Management Agreement, dated August 20, 2014, by and between Freedom LHV LLC and NexBank Realty Advisors.

EX-10.39

EX-10.41

Property Management Agreement, effective as of August 15, 2018, by and between CP Tower Owner, LLC and NexBank Securities, Inc.

Assignment and Assumption of Property Management Agreement, effective as of January 1, 2020, by and among NexBank Securities, Inc. and NexVest Realty Advisors, LLC

Guaranty of Recourse Obligations, dated July 2, 2021, by NexPoint Strategic Opportunities Fund, Highland Opportunities and Income Fund and Highland Global Allocation Fund, for the benefit of ACORE Capital Mortgage, L.P.

US-DOCS\121717616 1 Guaranty of Recourse Obligations - SAFSTOR (Pool 1) GUARANTY OF RECOURSE OBLIGATIONS (Pool 1) THIS GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of July 2, 2021, by NEXPOINT STRATEGIC OPPORTUNITIES FUND, a Delaware statutory trust (“NexPoint”), HIGHLAND INCOME FUND, a Massachusetts trust (“Highland Income”), and HIGHLAND GLOBAL ALLOCATION FUND, a Massachuset

EX-10.35

EX-10.37

EX-10.44

US-DOCS\124251665 Guaranty of Recourse Obligations - SAFSTOR (Pool 2) GUARANTY OF RECOURSE OBLIGATIONS (Pool 2) THIS GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of July 2, 2021, by HIGHLAND INCOME FUND, a Massachusetts trust (“Highland Income”), and HIGHLAND GLOBAL ALLOCATION FUND, a Massachusetts trust (“Highland Global”) (individually and collectively, “Guarantor”), for the benefit of ACORE CAPITAL MORTGAGE, LP, a Delaware limited partnership, in its capacity as Administrative Agent for and on behalf of the Lenders from time to time party to the Loan Agreement defined below (together with its successors and/or assigns, “Administrative Agent”).

Form of Restricted Shares Units Agreement (Key Employee).

NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARES UNITS AGREEMENT (Trustee) This RESTRICTED SHARES UNITS AGREEMENT (this “Agreement”) is made as of , 20, by and between NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Company”), and (the “Grantee”).

Management Agreement, dated June 1, 2013, by and between Freedom LHV LLC and NexBank Realty Advisors.

NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARES UNITS AGREEMENT (Key Employee)

NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARES UNITS AGREEMENT (Key Employee) This RESTRICTED SHARES UNITS AGREEMENT (this “Agreement”) is made as of , 20, by and between NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Company”), and (the “Grantee”).

Assignment and Assumption of Property Management Agreement, effective as of January 1, 2020, by and among NexBank Securities Inc. and NexVest Realty Advisors, LLC.

Omnibus Amendment to and Reaffirmation of Loan Documents, dated April 24, 2023, by and among the Borrowers from time to time party thereto, the Lenders from time to time party thereto, NexPoint Diversified Real Estate Trust, Highland Opportunities and Income Fund, Highland Global Allocation Fund and ACORE Capital Mortgage, L.P.

Omnibus Amendment to and Reaffirmation of Loan Documents – SAFSTOR (Pool 2) OMNIBUS AMENDMENT TO AND REAFFIRMATION OF LOAN DOCUMENTS (Pool 2) This OMNIBUS AMENDMENT TO AND REAFFIRMATION OF LOAN DOCUMENTS (this “Agreement”) is executed as of April , 2023 (the “Effective Date”), by and among the entity or entities identified on the signature page hereto as Borrower and the other Borrowers from time

Insider Trading Policy

NEXPOINT DIVERSIFIED REAL ESTATE TRUST INSIDER TRADING POLICY I.Introduction The purpose of this Insider Trading Policy (this “Policy”) is to promote compliance with applicable securities laws by NexPoint Diversified Real Estate Trust (the “Company”) and its subsidiaries and all trustees, officers and employees thereof (and members of the foregoing persons’ immediate families and households), in o

NHF / NexPoint Strategic Opportunities Fund / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01547-nexpointdiversifiedr.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: NexPoint Diversified Real Estate Trust Title of Class of Securities: Common Stock CUSIP Number: 65340G205 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the app

NHF / NexPoint Strategic Opportunities Fund / MORGAN STANLEY - MS AMENDMENT Passive Investment

SC 13G/A 1 NexPointDivNXDT.txt MS AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2)* NEXPOINT DIVERSIFIED REAL ESTATE TRUST - (Name of Issuer) Common Shares - (Title of Class of Securities) 65340G205 - (CUSIP Number) December 31, 2023 - (Date Of Event which Requires Filing of this Statement) Che

NXDT.PRA / NexPoint Diversified Real Estate Trust - Preferred Stock / ENVESTNET ASSET MANAGEMENT INC - AMENDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NexPoint Diversified Real Estate Trust (Name of Issuer) 5.50% Series A Preferred Shares (Title of Class of Securities) 65340G304 (CUSIP Number) 01/13/2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the

NHF / NexPoint Strategic Opportunities Fund / DONDERO JAMES D - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 28)* NexPoint Diversified Real Estate Trust (Name of Issuer) Common Stock (Title of Class of Securities) 65340G106 (CUSIP NUMBER) Stephanie Vitiello, Chief Compliance Officer NexPoint Advisors, L.P. 300 Crescent Court, Suite 700 Dallas, Texas 75201 (Name, Address and Tele

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Limited Consent and Twelfth Omnibus Amendment, dated September 8, 2023, by and among CP Tower Owner, LLC, CP Land Owner, LLC, CP Equity Owner, LLC, CP Equity Land Owner, LLC, the Company, NexPoint Real Estate Partners, LLC, Delphi CRE Funding LLC, ACORE Credit IV CLO Issuer 2018-1, LLC and ACORE Capital Mortgage, LP (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023).

LIMITED CONSENT AND TWELFTH OMNIBUS AMENDMENT AGREEMENT – Page 1 59940-201/Cityplace Tower Loan Modification LIMITED CONSENT AND TWELFTH OMNIBUS AMENDMENT AGREEMENT This Limited Consent and Twelfth Omnibus Amendment Agreement (this “Agreement”), dated as of September 8, 2023 (the “Effective Date”), is made and entered into by and among (i) CP TOWER OWNER, LLC, a Delaware limited liability company

Separation Agreement, dated November 9, 2023, by and among NexPoint Advisors, L.P., NXRT, NexPoint Real Estate Advisors, L.P., NREF, NexPoint Real Estate Advisors VII, L.P., the Company, the Adviser, VineBrook, and NexPoint Real Estate Advisors V, L.P (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023).

Execution Copy Exhibit 10.4 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (the “Agreement”) is made and entered into as of November 9, 2023 by and among (i) NexPoint Advisors, L.P. (the “Adviser”), (ii) NexPoint Residential Trust, Inc. (“NXRT”), (iii) NexPoint Real Estate Advisors, L.P. (the “NXRT Adviser”), (iv) NexPoint Real Estate Finance, Inc. (“NREF”), (v) NexPoint Real Estate Advisors VII,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 6, 2023 NexPoint Diversified Real Estate Trust (Exact name of registrant as specified in its charter) Delaware 001-32921 80-0139099 (State or other jurisdiction (Commission F

Clawback Policy (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2023).

Exhibit 10.1 NEXPOINT DIVERSIFIED REAL ESTATE TRUST CLAWBACK POLICY NexPoint Diversified Real Estate Trust (the “Company”) will recover reasonably promptly the amount of erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the se

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 1, 2023 NexPoint Diversified Real Estate Trust (Exact name of registrant as specified in its charter) Delaware 001-32921 80-0139099 (State or other jurisdiction (Commission

Contribution and Assignment Agreement, dated September 1, 2023, by and between NHF TRS, LLC, NexAnnuity Holdings, Inc., NexLS Holdco, LLC and Specialty Financial Products Designated Activity Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2023).

Exhibit 10.1 Execution Version CONTRIBUTION AND ASSIGNMENT AGREEMENT This Contribution and Assignment Agreement (this “Agreement”) is dated effective as of September 1, 2023 (the “Effective Date”), by and among NexLS II, LLC, a Delaware limited liability company (the “Acquirer”), NexLS HoldCo, LLC, a Delaware limited liability company (the “Interim Acquirer”), NexAnnuity Holdings, Inc., a Delaware

Second Amended and Restated Certificate of Incorporation of NexAnnuity Holdings, Inc., dated August 29, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2023)

Exhibit 10.2 Execution Version SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEXANNUITY HOLDINGS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) NexAnnuity Holdings, Inc. a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Second Amended and Restated Limited Partnership Agreement of NexPoint SFR Operating Partnership, L.P. dated June 30, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 30, 2023).

Exhibit 10.1 SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT SFR OPERATING PARTNERSHIP, L.P. a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION

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): June 30, 2023 NEXPOINT DIVERSIFIE

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): June 30, 2023 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (Exact Name Of Registrant As Specified In Charter) Delaware 001-32921 80-0139099 (State or Other Jurisdiction of Incorporation) (C

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): June 13, 2023 NexPoint Diversifie

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): June 13, 2023 NexPoint Diversified Real Estate Trust (Exact name of registrant as specified in its charter) Delaware 001-32921 80-0139099 (State or other jurisdiction (Commission File

Loan Agreement, dated May 22, 2023, by and between NexPoint Diversified Real Estate Trust Operating Partnership, L.P., NexPoint Real Estate Capital, LLC, NexPoint Real Estate Opportunities, LLC and NexBank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 25, 2023).

Exhibit 10.1 Execution Version LOAN AGREEMENT for a loan in the amount of $20,000,000.00 MADE BY AND BETWEEN NEXPOINT DIVERSIFIED REAL ESTATE TRUST OPERATING PARTNERSHIP, L.P., NEXPOINT REAL ESTATE CAPITAL, LLC, and NEXPOINT REAL ESTATE OPPORTUNITIES, LLC, 300 Crescent Court, Suite 700, Dallas, Texas 75201, as Borrower AND NEXBANK, 2515 McKinney Avenue, Suite 1100, Dallas, Texas 75201, as Lender D

Guaranty Agreement, dated May 22, 2023, by the Company for the benefit of NexBank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 25, 2023).

Exhibit 10.2 Execution Version GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty”) is dated as of May 22, 2023, and is made and entered into by NEXPOINT DIVERSIFIED REAL ESTATE TRUST, a Delaware statutory trust (the “Guarantor”), for the benefit of NEXBANK (“Lender”). The Guarantor is entering into this Guaranty as a material inducement to and in consideration of the agreement by Lender t

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): May 22, 2023 NexPoint Diversified

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): May 22, 2023 NexPoint Diversified Real Estate Trust (Exact name of registrant as specified in its charter) delaware 001-32921 80-0139099 (State or other jurisdiction (Commission File

Form of Restricted Shares Units Agreement (Employee).

Exhibit 10.4 NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARES UNITS AGREEMENT (Employee) This RESTRICTED SHARES UNITS AGREEMENT (this “Agreement”) is made as of , 20, by and between NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Company”), and (the “Grantee”). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will

Form of Restricted Shares Units Agreement (Key Employee).

Exhibit 10.3 NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARES UNITS AGREEMENT (Key Employee) This RESTRICTED SHARES UNITS AGREEMENT (this “Agreement”) is made as of , 20, by and between NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Company”), and (the “Grantee”). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

Second Amendment to Advisory Agreement of NexPoint Diversified Real Estate Trust (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2023).

Exhibit 10.1 SECOND AMENDMENT TO ADVISORY AGREEMENT This Second Amendment (this “Amendment”) dated as of April 11, 2023 is to the Advisory Agreement, dated as of July 1, 2022 (the “Advisory Agreement”), by and among NexPoint Diversified Real Estate Trust (the “Company”) and NexPoint Real Estate Advisors X, L.P. (the “Adviser”), as amended by that First Amendment to Advisory Agreement, dated as of

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): April 12, 2023 (April 11, 2023) N

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): April 12, 2023 (April 11, 2023) NexPoint Diversified Real Estate Trust (Exact Name Of Registrant As Specified In Charter) Delaware 001-32921 80-0139099 (State or Other Jurisdiction of

Completion Guaranty, dated August 15, 2018, by the Company and HCRE Partners, LLC, to or for the benefit of Acore Capital Mortgage, LP (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023).

Exhibit 10.16 COMPLETION GUARANTY THIS COMPLETION GUARANTY (this "Guaranty") is executed as of August 15, 2018, by NEXPOINT STRATEGIC OPPORTUNITIES FUND, a Delaware statutory trust, and HCRE PARTNERS, LLC, a Delaware limited liability company (individually and collectively, "Guarantor"), for the benefit of ACORE CAPITAL MORTGAGE, LP, a Delaware limited partnership, in its capacity as administrativ

Amended and Restated Sponsor Guaranty Agreement, dated December 8, 2022, by the Company, NREF OP IV REIT Sub, LLC, Highland Income Fund, NexPoint Real Estate Strategies Fund, and NexPoint Storage Partners, Inc., in favor of Extra Space Storage, LP (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023).

Execution Version AMENDED AND RESTATED SPONSOR GUARANTY AGREEMENT This AMENDED AND RESTATED SPONSOR GUARANTY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, this “Guaranty”) is made as of December 8, 2022, by the entities named on Schedule A (the “Guarantors” and each, a “Guarantor”), and NexPoint Storage Partners, Inc.

Form of Notes of NHT Operating Partnership LLC, due between 2039 and 2042 (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023).

Exhibit 10.23 THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH

Form of 2.25% Notes of NHT Operating Partnership LLC, due between 2040 and 2042 (CDOR) (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023).

Exhibit 10.24 CDOR Option Sub, LLC Convertible Promissory Note [•], 20[•] $[•] CDOR Option Sub, LLC, a Delaware limited liability company (the “Company”), hereby promises to pay to the order of [•] (the “Holder”), the principal amount of [•] ($[•]) together with interest thereon calculated in accordance with the provisions of this Convertible Promissory Note (this “Note”). All capitalized terms no

Contribution Agreement, dated December 8, 2022, by and among NexPoint Storage Partners Operating Company, LLC, NFRO REIT Sub II, LLC, GAF REIT, LLC, GAF REIT SUB II, LLC, and NexPoint Real Estate Opportunities, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023).

Exhibit 10.21 Execution Version CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”) is dated effective as of December 8, 2022 (the “Effective Date”), by and among NexPoint Storage Partners Operating Company, LLC, a Delaware limited liability company (“NSP OC”), NFRO REIT Sub II, LLC, a Delaware limited liability company (“NFRO”), GAF REIT, LLC, a Delaware limited liability compan

Form of Restricted Shares Units Agreement (Trustee) (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023).

Exhibit 10.5 NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARES UNITS AGREEMENT (Trustee) This RESTRICTED SHARES UNITS AGREEMENT (this “Agreement”) is made as of , 20, by and between NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Company”), and (the “Grantee”). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will h

Statement of Preferences of 5.50% Series A Cumulative Preferred Shares (incorporated by reference to Exhibit 4.1 of Old NXDT’s Annual Report on Form 10-K filed with the SEC on March 31, 2023).

Exhibit 4.1 NEXPOINT STRATEGIC OPPORTUNITIES FUND STATEMENT OF PREFERENCES OF 5.50% SERIES A CUMULATIVE PREFERRED SHARES NexPoint Strategic Opportunities Fund, a Delaware statutory trust (the “Trust”), hereby certifies that: FIRST: The Board of Trustees of the Trust, at a meeting duly convened and held on October 13, 2020 (i) pursuant to authority expressly vested in it by the Amended and Restated

Guaranty of Recourse Obligations, dated August 15, 2018, by the Company and HCRE Partners, LLC, to or for the benefit of Acore Capital Mortgage, LP (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023).

Exhibit 10.15 GUARANTY OF RECOURSE OBLIGATIONS THIS GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty") is executed as of August 15, 2018, by NEXPOINT STRATEGIC OPPORTUNITIES FUND, a Delaware statutory trust, and HCRE PARTNERS, LLC, a Delaware limited liability company (individually and collectively, "Guarantor"), for the benefit of ACORE CAPITAL MORTGAGE, LP, a Delaware limited partnership, in its

Joinder Agreement of New Indemnitor, dated as of March 8, 2022, made by the Company and NexPoint Real Estate Advisors, L.P. in favor of Acore Capital Mortgage, LP (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023).

Exhibit 10.18 JOINDER AGREEMENT OF NEW INDEMNITOR THIS JOINDER AGREEMENT OF NEW INDEMNITOR (this “Joinder Agreement”), is dated as of March 8, 2022, and is made by NEXPOINT DIVERSIFIED REAL ESTATE TRUST, a Delaware statutory trust (the “New Indemnitor”), NEXPOINT HOSPITALITY TRUST, a real estate investment trust formed under the laws of the Province of Ontario (“NexPoint Hospitality Trust”) and NE

Omnibus Amendment Agreement, dated as of March 8, 2022, made and entered into by the Company, NexPoint Hospitality Trust and NexPoint Real Estate Advisors, L.P., as Guarantors, the Borrowers party thereto and Acore Capital Mortgage, LP (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023).

Exhibit 10.19 OMNIBUS AMENDMENT AGREEMENT This OMNIBUS AMENDMENT AGREEMENT (this “Agreement”), dated as of March 8, 2022 (the “Effective Date”), is made and entered into by and among NHT SP TRS, LLC, a Delaware limited liability company, NHT SP, LLC, a Delaware limited liability company, 2325 STEMMONS TRS, INC., a Delaware corporation, 2325 STEMMONS HOTEL PARTNERS, LLC, a Delaware limited liabilit

Form of Restricted Shares Units Agreement (Key Employee) (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023).

Exhibit 10.6 NEXPOINT DIVERSIFIED REAL ESTATE TRUST FORM OF RESTRICTED SHARES UNITS AGREEMENT (Key Employee) This RESTRICTED SHARES UNITS AGREEMENT (this “Agreement”) is made as of , 20, by and between NexPoint Diversified Real Estate Trust, a Delaware statutory trust (the “Company”), and (the “Grantee”). 1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement w

List of Subsidiaries of the Registrant

Exhibit 21.1 List of Subsidiaries of the Registrant Subsidiary Jurisdiction of Organization Entegra-NHF Holdco, LLC Delaware NexPoint Diversified Real Estate Trust OP GP, LLC Delaware NexPoint Diversified Real Estate Trust Operating Partnership, L.P. Delaware NexPoint Dominion Land, LLC Delaware NexPoint Real Estate Capital, LLC Delaware NexPoint Real Estate Opportunities, LLC Delaware NHF TRS, LL

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Act (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023).

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description summarizes the material provisions of the shares of beneficial interests of NexPoint Diversified Real Estate Trust (the “Company”, “we”, “our”) registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Ac

Guaranty of Required Equity, Required Pay Down and Master Lease, dated August 15, 2018, by the Company and HCRE Partners, LLC to or for the benefit of Acore Capital Mortgage, LP (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023).

Exhibit 10.17 GUARANTY OF REQUIRED EQUITY, REQUIRED PAY DOWN AND MASTER LEASE THIS GUARANTY OF REQUIRED EQUITY, REQUIRED PAY DOWN AND MASTER LEASE (this "Guaranty") is executed as of August 15, 2018, by NEXPOINT STRATEGIC OPPORTUNITIES FUND, a Delaware statutory trust, and HCRE PARTNERS, LLC, a Delaware limited liability company (individually and collectively, "Guarantor"), for the benefit of ACOR

Loan Agreement, dated as of August 15, 2018, by and among CP Tower Owner, LLC and CP Land Owner, LLC, as Borrower, Delphi CRE Funding LLC, AC IV CA Mortgage LLC and the other lenders from time to time party thereto, as Lenders, and Acore Capital Mortgage, LP, as Administrative Agent for the Lenders, as amended through February 8, 2023 (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2023).

Exhibit 10.14 LOAN AGREEMENT Dated as of August 15, 2018 Among CP TOWER OWNER, LLC, a Delaware limited liability company, and CP LAND OWNER, LLC, a Delaware limited liability company, collectively, as Borrower and DELPHI CRE FUNDING LLC, a Delaware limited liability company, AC IV CA MORTGAGE LLC, a Delaware limited liability company, and the other Lenders from time to time party hereto, as Lender

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-329

Second Amended and Restated Limited Liability Company Agreement of NexPoint Storage Partners Operating Company, LLC, dated December 8, 2022, as amended by that Amendment No. 1, dated March 20, 2023, Amendment No. 2, dated December 8, 2023 and Amendment No. 3, dated January 22, 2024.

Exhibit 10.22 Execution Version SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEXPOINT STORAGE PARTNERS OPERATING COMPANY, LLC THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRAT

NHF.PRA / NexPoint Strategic Opportunities Fund 5.50% Series A Cumulative Preferred Shares / ENVESTNET ASSET MANAGEMENT INC Passive Investment

SC 13G 1 p213235sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* NexPoint Diversified Real Estate Trust (Name of Issuer) 5.50% Series A Preferred Shares (Title of Class of Securities) 65340G304 (CUSIP Number) 12/31/2022 (Date of Event Which Requires Filing of This Statement) Check the appropr

Entry into a Material Definitive Agreement

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): February 8, 2023 NexPoint Diversified Real Estate Trust (Exact Name Of Registrant As Specified In Its Charter) Delaware 001-32921 80-0139099 (State or Other Jurisdiction of Incorporat

NHF / NexPoint Credit Strategies Fund / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv01515-nexpointdiversifiedr.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: NexPoint Diversified Real Estate Trust Title of Class of Securities: REIT CUSIP Number: 65340G205 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the ru

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) NexPoint Diversified Real Estate Trust (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Shares, par value $0.

As filed with the Securities and Exchange Commission on February 6, 2023

As filed with the Securities and Exchange Commission on February 6, 2023 Registration No.

Limited Partnership Agreement of NexPoint Diversified Real Estate Trust Operating Partnership, L.P., dated July 1, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022).

Exhibit 10.1 Execution Version NEXPOINT DIVERSIFIED REAL ESTATE TRUST 2023 LONG TERM INCENTIVE PLAN 1. Purpose. The purpose of this 2023 Long Term Incentive Plan is to enable the Company and its Affiliates and Subsidiaries to attract and retain trustees, officers and other key employees and advisors and to provide to such persons incentives and rewards for performance. 2. Definitions. As used in t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): January 30, 2023 NexPoint Diversified Real Estate Trust (Exact name of registrant as specified in its charter) Delaware 001-32921 80-0139099 (State or other jurisdiction (Commission F

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 nexsof20221219def14a.htm FORM DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Defin

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 8, 2022 NexPoint Diversified Real Estate Trust (Exact name of registrant as specified in its charter) Delaware 001-32921 80-0139099 (State or other jurisdiction (Commission F

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 nexsof20221207pre14a.htm FORM PRE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Guaranty Agreement (Carry Obligations), dated September 14, 2022, by the Company for the benefit of JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022).

Exhibit 10.1 GUARANTY AGREEMENT (CARRY OBLIGATIONS) THIS GUARANTY AGREEMENT (CARRY OBLIGATIONS) (this ?Guaranty?) is executed as of September 14, 2022, by NEXPOINT DIVERSIFIED REAL ESTATE TRUST, a Delaware statutory trust, having an address at c/o NexPoint Real Estate Advisors, L.P., 300 Crescent Court, Suite 700, Dallas, Texas 75201 (?Guarantor?), for the benefit of JPMORGAN CHASE BANK, NATIONAL

Guaranty Agreement (Recourse Obligations), dated September 14, 2022, by the Company for the benefit of JPMorgan Chase Bank, N.A.

Exhibit 10.2 GUARANTY AGREEMENT (RECOURSE OBLIGATIONS) THIS GUARANTY AGREEMENT (RECOURSE OBLIGATIONS) (this ?Guaranty?) is executed as of September 14, 2022, by NEXPOINT DIVERSIFIED REAL ESTATE TRUST, a Delaware statutory trust, having an address at c/o NexPoint Real Estate Advisors, L.P., 300 Crescent Court, Suite 700, Dallas, Texas 75201 (?Guarantor?), for the benefit of JPMORGAN CHASE BANK, NAT

Guaranty Agreement (Recourse Obligations), dated September 14, 2022, by the Company for the benefit of JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022).

Exhibit 10.3 GUARANTY AGREEMENT (RECOURSE OBLIGATIONS) THIS GUARANTY AGREEMENT (RECOURSE OBLIGATIONS) (this ?Guaranty?) is executed as of September 14, 2022, by NEXPOINT DIVERSIFIED REAL ESTATE TRUST, a Delaware statutory trust, having an address at c/o NexPoint Real Estate Advisors, L.P., 300 Crescent Court, Suite 700, Dallas, Texas 75201 (?Guarantor?), for the benefit of JPMORGAN CHASE BANK, NAT

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 25, 2022 NexPoint Diversified Real Estate Trust (Exact Name Of Registrant As Specified In Charter) Delaware 001-32921 80-0139099 (State or Other Jurisdiction of Incorporation)

First Amendment to Advisory Agreement, dated October 25, 2022, by and between the Company and the Adviser (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 26, 2022).

Exhibit 10.1 FIRST AMENDMENT TO ADVISORY AGREEMENT This First Amendment (this ?Amendment?) dated as of October 25, 2022 is to the Advisory Agreement, dated as of July 1, 2022 (the Advisory Agreement?), by and among NexPoint Diversified Real Estate Trust (the ?Company?) and NexPoint Real Estate Advisors X, L.P. (the ?Adviser?). RECITALS A. The Company and the Adviser desire to amend the Advisory Ag

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 14, 2022 (September 14, 2022) NexPoint Diversified Real Estate Trust (Exact name of registrant as specified in its charter) Delaware 001-32921 80-0139099 (State or other jur

NHF / NexPoint Credit Strategies Fund / DONDERO JAMES D - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 27)* NexPoint Diversified Real Estate Trust (Name of Issuer) Common Stock (Title of Class of Securities) 65340G106 (CUSIP NUMBER) Stephanie Vitiello, Chief Compliance Officer NexPoint Advisors, L.P. 300 Crescent Court, Suite 700 Dallas, Texas 75201 (Name, Address and Tele

Presentation of NexPoint Diversified Real Estate Trust, dated August 10, 2022

EX-99.1 2 ex409767.htm EXHIBIT 99.1 Exhibit 99.1

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 10, 2022 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (Exact Name Of Registrant As Specified In Charter) Delaware 001-32921 80-0139099 (State or Other Jurisdiction of Incorporation)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 2, 2022 NEXPOINT DIVERSIFIED REAL ESTATE TRUST (Exact Name Of Registrant As Specified In Charter) Delaware 001-32921 80-0139099 (State or Other Jurisdiction of Incorporation) (

Letter of Cohen & Company, Ltd., dated July 1, 2022, to the Securities and Exchange Commission

Exhibit 16.1 July 1, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen, We have read the statements made by NexPoint Diversified Real Estate Trust under Section 4.01 of its Form 8-K to be filed on July 1, 2022, and we agree with the statements concerning our firm. Very truly yours, /s/ Cohen & Company, Ltd. Cohen & Company, Ltd.

Declaration of Trust of NexPoint Diversified Real Estate Trust, dated July 1, 2022 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022).

Exhibit 3.2 Execution Version NEXPOINT DIVERSIFIED REAL ESTATE TRUST AGREEMENT AND DECLARATION OF TRUST As of July 1, 2022 TABLE OF CONTENTS ARTICLE I The Trust Page 1.1 Name 1 1.2 Definitions 1 ARTICLE II Trustees 2.1 Number and Qualification 3 2.2 Term and Election 3 2.3 Resignation and Removal 3 2.4 Vacancies 4 2.5 Meetings 4 2.6 Officers 5 ARTICLE III Powers and Duties of Trustees 3.1 General

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events

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): July 1, 2022 (July 1, 2022) NexPoint Diversified Real Estate Trust (Exact name of registrant as specified in its charter) Delaware 001-32921 80-0139099 (State or other jurisdiction (C

Bylaws of NexPoint Diversified Real Estate Trust, dated July 1, 2022 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022).

Exhibit 3.3 NEXPOINT DIVERSIFIED REAL ESTATE TRUST BYLAWS Dated as of July 1, 2022 TABLE OF CONTENTS Page DEFINITIONS 1 ARTICLE I Shareholder Meetings 1 1.1 Chairman 1 1.2 Proxies; Voting 1 1.3 Fixing Record Dates 1 1.4 Inspectors of Election 2 1.5 Records at Shareholder Meetings 2 1.6 Business to be Conducted at Shareholder Meetings 2 1.7 Advance Notice of Shareholder Business 2 1.8 Nomination of

Advisory Agreement, dated July 1, 2022, by and between the Company and the Adviser (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022).

Exhibit 10.1 Execution Version ADVISORY AGREEMENT BY AND AMONG NEXPOINT DIVERSIFIED REAL ESTATE TRUST AND NEXPOINT REAL ESTATE ADVISORS X, L.P. TABLE OF CONTENTS Page 1 Definitions 1 2 Appointment 4 3 Duties of the Adviser 4 4 Authority of the Adviser 7 5 No Partnership or Joint Venture 7 6 Bank Accounts 8 7 Records; Access; Confidentiality 8 8 Limitations on Activities 8 9 Compensation 8 10 Expen

Restated Certificate of Trust of NexPoint Diversified Real Estate Trust, effective July 1, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022).

Exhibit 3.1 RESTATED CERTIFICATE OF TRUST OF NEXPOINT DIVERSIFIED REAL ESTATE TRUST Pursuant to Title 12, Section 3810(c) of the Delaware Statutory Trust Act (the ?DSTA?), the undersigned Trustee, desiring to amend and restate the Certificate of Trust (the ?Certificate?) of NexPoint Diversified Real Estate Trust, originally formed under the name Highland Credit Strategies Fund by filing the origin

Limited Partnership Agreement of NexPoint Diversified Real Estate Trust Operating Partnership, L.P., dated July 1, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2022).

Exhibit 10.2 Execution Version LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT DIVERSIFIED REAL ESTATE TRUST OPERATING PARTNERSHIP, L.P. a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF

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40-17F2 1 d299785d4017f2.htm FORM 40-17F2 OMB APPROVAL OMB Number: 3235-0360 Expires: February 28, 2018 Estimated average burden hours per response 2.0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 Certificate of Accounting of Securities and Similar Investments in the Custody of Management Investment Companies Pursuant to Rule 17f-2 [17 CFR 270.17f-2] 1. Inve

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Net Realized Gains/

HTML CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) As of March 31, 2022 NexPoint Diversified Real Estate Trust Shares Value ($) Common Stock — 95.

As filed with the Securities and Exchange Commission on May 19, 2022 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Matter of NexPoint Diversified Real Estate Trust 300 Crescent Court, Suite 700 Dallas, Texas 75201 File No. 811

As filed with the Securities and Exchange Commission on May 19, 2022 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Matter of NexPoint Diversified Real Estate Trust 300 Crescent Court, Suite 700 Dallas, Texas 75201 File No. 811-21869 AMENDMENT NO. 4 Application Pursuant to Section 8(f) of The Investment Company Act of 1940 for an Order Declaring That Applicant has Ceased to

NHF / NexPoint Credit Strategies Fund / DONDERO JAMES D - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 26)* NexPoint Diversified Real Estate Trust (Name of Issuer) Common Stock (Title of Class of Securities) 65340G106 (CUSIP NUMBER) Stephanie Vitiello, Chief Compliance Officer NexPoint Advisors, L.P. 300 Crescent Court, Suite 700 Dallas, Texas 75201 (Name, Address and Tele

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Sec.

NEXPOINT DIVERSIFIED REAL ESTATE TRUST 300 Crescent Court, Suite 700 Dallas, Texas 75201

NEXPOINT DIVERSIFIED REAL ESTATE TRUST 300 Crescent Court, Suite 700 Dallas, Texas 75201 February 8, 2022 VIA EDGAR U.

NHF / NexPoint Credit Strategies Fund / DONDERO JAMES D - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 25)* NexPoint Diversified Real Estate Trust (Name of Issuer) Common Stock (Title of Class of Securities) 65340G106 (CUSIP NUMBER) Stephanie Vitiello, Chief Compliance Officer NexPoint Advisors, L.P. 300 Crescent Court, Suite 700 Dallas, Texas 75201 (Name, Address and Tele

Value ($)

INVESTMENT PORTFOLIO (unaudited) As of September 30, 2021 NexPoint Strategic Opportunities Fund Shares Value ($) Common Stock — 79.

NHF / NexPoint Credit Strategies Fund / DONDERO JAMES D - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 24)* NexPoint Diversified Real Estate Trust (Name of Issuer) Common Stock (Title of Class of Securities) 65340G106 (CUSIP NUMBER) Stephanie Vitiello, Chief Compliance Officer NexPoint Advisors, L.P. 300 Crescent Court, Suite 700 Dallas, Texas 75201 (Name, Address and Tele

As filed with the Securities and Exchange Commission on December 2, 2021 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Matter of NexPoint Diversified Real Estate Trust 300 Crescent Court, Suite 700 Dallas, Texas 75201 File No.

40-8F-2/A 1 d214113d408f2a.htm 40-8F-2/A As filed with the Securities and Exchange Commission on December 2, 2021 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Matter of NexPoint Diversified Real Estate Trust 300 Crescent Court, Suite 700 Dallas, Texas 75201 File No. 811-21869 AMENDMENT NO. 3 Application Pursuant to Section 8(f) of The Investment Company Act of 1940 for an

Amortized Cost ($)

CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) As of September 30, 2021 NexPoint Real Estate Strategies Shares Amortized Cost ($) Value ($) Common Stock — 76.

As filed with the Securities and Exchange Commission on November 5, 2021 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Matter of NexPoint Strategic Opportunities Fund 300 Crescent Court, Suite 700 Dallas, Texas 75201 File No.

40-8F-2/A 1 d543629d408f2a.htm 40-8F-2/A As filed with the Securities and Exchange Commission on November 5, 2021 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Matter of NexPoint Strategic Opportunities Fund 300 Crescent Court, Suite 700 Dallas, Texas 75201 File No. 811-21869 AMENDMENT NO. 2 Application Pursuant to Section 8(f) of The Investment Company Act of 1940 for an O

1

CORRESP 1 filename1.htm November 3, 2021 VIA EDGAR AND EMAIL U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Christina DiAngelo Fettig Re: Highland Funds I (File No. 811-21866), Highland Income Fund (File No. 811-23268), NexPoint Real Estate Strategies Fund (File No. 811-23129), and NexPoint Strategic Opportunities

NHF / NexPoint Credit Strategies Fund / DONDERO JAMES D - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 23)* NexPoint Strategic Opportunities Fund (Name of Issuer) Common Stock (Title of Class of Securities) 65340G106 (CUSIP NUMBER) Jason Post, Chief Compliance Officer NexPoint Advisors, L.P. 300 Crescent Court, Suite 700 Dallas, Texas 75201 (Name, Address and Telephone Num

As filed with the Securities and Exchange Commission on September 13, 2021 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Matter of NexPoint Strategic Opportunities Fund 300 Crescent Court, Suite 700 Dallas, Texas 75201 File No

40-8F-2/A As filed with the Securities and Exchange Commission on September 13, 2021 U.

Value ($)

NPORT-EX 2 SOF.htm SCHEDULE F INVESTMENT PORTFOLIO (unaudited) As of March 31, 2021 NexPoint Strategic Opportunities Fund Shares Value ($) Common Stock — 94.4% COMMUNICATION SERVICES — 10.6% 309,137 Metro-Goldwyn-Mayer, Inc. (a)(b) 31,709,728 132,801 TerreStar Corporation (a)(b)(c)(d)(e) 43,282,502 74,992,230 ENERGY — 0.3% 368,680 Fieldwood Energy LLC (b) — 744,992 NextDecade Corp. (b)(f) 1,989,12

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Sec.

- NEXPOINT STRATEGIC OPPORTUNITIES FUND

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Sec.

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As filed with the Securities and Exchange Commission on March 31, 2021 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Matter of NexPoint Strategic Opportunities Fund 2515 McKinney Avenue, Suite 1100 Dallas, Texas 75201 File No.

As filed with the Securities and Exchange Commission on March 31, 2021 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Matter of NexPoint Strategic Opportunities Fund 2515 McKinney Avenue, Suite 1100 Dallas, Texas 75201 File No. 811-21869 AMENDMENT NO. Application Pursuant to Section 8(f) of The Investment Company Act of 1940 for an Order Declaring That Applicant has Ceased t

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22)* NexPoint Strategic Opportunities Fund (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP NUMBER) Jas

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22)* NexPoint Strategic Opportunities Fund (Name of Issuer) Common Stock (Title of Class of Securities) 65340G106 (CUSIP NUMBER) Jason Post, Chief Compliance Officer NexPoint Advisors, L.P. 2515 McKinney Avenue, Suite 1100 Dallas, Texas 75201 (Name, Address and T

NexPoint Strategic Opportunities Fund Announces Final Results of Tender Offer and Successful Listing of 5.50% Series A Cumulative Preferred Shares

EX-99.(A)(5)(V) 2 d35665dex99a5v.htm EX-99.(A)(5)(V) Exhibit (a)(5)(v) MEDIA CONTACT: Lucy Bannon | (972) 419-6272 | [email protected] NexPoint Strategic Opportunities Fund Announces Final Results of Tender Offer and Successful Listing of 5.50% Series A Cumulative Preferred Shares DALLAS – January 8, 2021 – NexPoint Strategic Opportunities Fund (NYSE:NHF) (“NHF” or the “Company”) today ann

- SC TO-I/A

SC TO-I/A As filed with the Securities and Exchange Commission on January 8, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

- SC TO-I/A

SC TO-I/A As filed with the Securities and Exchange Commission on January 5, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Form 8-A

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NEXPOINT STRATEGIC OPPORTUNITIES FUND (Exact name of registrant as specified in its charter) Delaware 80-0139099 (State of incorporation or organization) (I.R.S. Employer Identification No.)

NexPoint Strategic Opportunities Fund Announces Successful Completion of Tender Offer

EX-99.(A)(5)(IV) 2 d35665dex99a5iv.htm EX-99.(A)(5)(IV) Exhibit (a)(5)(iv) MEDIA CONTACT: Lucy Bannon | (972) 419-6272 | [email protected] NexPoint Strategic Opportunities Fund Announces Successful Completion of Tender Offer DALLAS – January 5, 2021 – NexPoint Strategic Opportunities Fund (NYSE:NHF) (“NHF” or the “Company”) today announced the successful completion of its tender offer to p

AMENDMENT NO. 2 OFFER TO EXCHANGE NEXPOINT STRATEGIC OPPORTUNITIES FUND 300 Crescent Court Suite 700 Dallas, Texas 75201 OFFER TO EXCHANGE COMMON SHARES, PAR VALUE $0.001 PER SHARE, 5.50% SERIES A CUMULATIVE PREFERRED SHARES, PAR VALUE $0.001 AND LIQ

EX-99.(a)(1)(vii) Exhibit (a)(1)(vii) AMENDMENT NO. 2 TO OFFER TO EXCHANGE NEXPOINT STRATEGIC OPPORTUNITIES FUND 300 Crescent Court Suite 700 Dallas, Texas 75201 OFFER TO EXCHANGE COMMON SHARES, PAR VALUE $0.001 PER SHARE, FOR 5.50% SERIES A CUMULATIVE PREFERRED SHARES, PAR VALUE $0.001 AND LIQUIDATION PREFERENCE $25.00 PER SHARE AND CASH THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY

- SC TO-I/A

SC TO-I/A As filed with the Securities and Exchange Commission on December 17, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

AMENDMENT NO. 2 OFFER TO EXCHANGE NEXPOINT STRATEGIC OPPORTUNITIES FUND 300 Crescent Court Suite 700 Dallas, Texas 75201 OFFER TO EXCHANGE COMMON SHARES, PAR VALUE $0.001 PER SHARE, 5.50% SERIES A CUMULATIVE PREFERRED SHARES, PAR VALUE $0.001 AND LIQ

EX-99.(A)(1)(VII) 2 d35665dex99a1vii.htm EX-99.(A)(1)(VII) Exhibit (a)(1)(vii) AMENDMENT NO. 2 TO OFFER TO EXCHANGE NEXPOINT STRATEGIC OPPORTUNITIES FUND 300 Crescent Court Suite 700 Dallas, Texas 75201 OFFER TO EXCHANGE COMMON SHARES, PAR VALUE $0.001 PER SHARE, FOR 5.50% SERIES A CUMULATIVE PREFERRED SHARES, PAR VALUE $0.001 AND LIQUIDATION PREFERENCE $25.00 PER SHARE AND CASH THIS EXCHANGE OFFE

- SC TO-I/A

SC TO-I/A 1 d35665dsctoia.htm SC TO-I/A As filed with the Securities and Exchange Commission on December 16, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act Of 1934 NexPoint Strategic Opportunities Fund (Name of Subject Company (Issuer)) NexPoint Strat

- SC TO-I/A

SC TO-I/A 1 d35665dsctoia.htm SC TO-I/A As filed with the Securities and Exchange Commission on December 11, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 3) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act Of 1934 NexPoint Strategic Opportunities Fund (Name of Subject Company (Issuer)) NexPoint Strat

NexPoint Strategic Opportunities Fund Announces Significant Participation in Exchange Offer with $121 Million Tendered, Extends Expiration Date to January 4, 2020

EX-99.(A)(5)(III) 2 d35665dex99a5iii.htm EX-99.(A)(5)(III) Exhibit (a)(5)(iii) MEDIA CONTACT: Lucy Bannon | (972) 419-6272 | [email protected] NexPoint Strategic Opportunities Fund Announces Significant Participation in Exchange Offer with $121 Million Tendered, Extends Expiration Date to January 4, 2020 DALLAS – December 11, 2020 – NexPoint Strategic Opportunities Fund (NYSE:NHF) (“NHF” o

Collateral Pledged

HTML INVESTMENT PORTFOLIO (unaudited) As of September 30, 2020 NexPoint Strategic Opportunities Fund Shares Value ($) Common Stock — 56.

AMENDMENT NO. 1 OFFER TO EXCHANGE NEXPOINT STRATEGIC OPPORTUNITIES FUND 300 Crescent Court Suite 700 Dallas, Texas 75201 OFFER TO EXCHANGE COMMON SHARES, PAR VALUE $0.001 PER SHARE, 5.50% SERIES A CUMULATIVE PREFERRED SHARES, PAR VALUE $0.001 AND LIQ

EX-99.(A)(1)(VI) 2 d35665dex99a1vi.htm EX-99.(A)(1)(VI) Exhibit (a)(1)(vi) AMENDMENT NO. 1 TO OFFER TO EXCHANGE NEXPOINT STRATEGIC OPPORTUNITIES FUND 300 Crescent Court Suite 700 Dallas, Texas 75201 OFFER TO EXCHANGE COMMON SHARES, PAR VALUE $0.001 PER SHARE, FOR 5.50% SERIES A CUMULATIVE PREFERRED SHARES, PAR VALUE $0.001 AND LIQUIDATION PREFERENCE $25.00 PER SHARE AND CASH THIS EXCHANGE OFFER WI

As filed with the Securities and Exchange Commission on November 17, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securitie

As filed with the Securities and Exchange Commission on November 17, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

NexPoint Strategic Opportunities Fund 5.50% Series A Cumulative Preferred Shares Receive Investment Grade Rating from Egan-Jones Ratings Company

EX-99.(A)(5)(II) 2 d72245dex99a5ii.htm EX-99.(A)(5)(II) Exhibit (a)(5)(ii) MEDIA CONTACT: Lucy Bannon | (972) 419-6272 | [email protected] NexPoint Strategic Opportunities Fund 5.50% Series A Cumulative Preferred Shares Receive Investment Grade Rating from Egan-Jones Ratings Company DALLAS – November 10, 2020 – NexPoint Strategic Opportunities Fund (NYSE:NHF) (“NHF” or the “Company”) today

- SC TO-I/A

SC TO-I/A 1 d72245dsctoia.htm SC TO-I/A As filed with the Securities and Exchange Commission on November 10, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act Of 1934 NexPoint Strategic Opportunities Fund (Name of Subject Company (Issuer)) NexPoint Strat

Offer to Exchange for Preferred Shares and Cash NexPoint Strategic Opportunities Fund Up to $150 Million in Value of its Common Shares At a Purchase Price Not Greater than $12.00 per Share Nor Less than $10.00 per Share

EX-99.(a)(1)(iv) Exhibit (a)(1)(iv) Offer to Exchange for Preferred Shares and Cash by NexPoint Strategic Opportunities Fund Up to $150 Million in Value of its Common Shares At a Purchase Price Not Greater than $12.00 per Share Nor Less than $10.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 10, 2020, UNLESS THE OFFER IS EXT

Offer to Exchange for Preferred Shares and Cash NexPoint Strategic Opportunities Fund Up to $150 Million in Value of its Common Shares At a Purchase Price Not Greater than $12.00 per Share Nor Less than $10.00 per Share

EX-99.(A)(1)(III) 4 d72245dex99a1iii.htm EX-99.(A)(1)(III) Exhibit (a)(1)(iii) Offer to Exchange for Preferred Shares and Cash by NexPoint Strategic Opportunities Fund Up to $150 Million in Value of its Common Shares At a Purchase Price Not Greater than $12.00 per Share Nor Less than $10.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON

Statement of Preferences of 5.50% Series A Cumulative Preferred Shares (incorporated by reference to Exhibit 99.(D)(3) to the Company's Schedule TO filed with the SEC on October 30, 2020).

EX-99.(d)(3) Exhibit (d)(3) NEXPOINT STRATEGIC OPPORTUNITIES FUND STATEMENT OF PREFERENCES OF 5.50% SERIES A CUMULATIVE PREFERRED SHARES NexPoint Strategic Opportunities Fund, a Delaware statutory trust (the “Trust”), hereby certifies that: FIRST: The Board of Trustees of the Trust, at a meeting duly convened and held on October 13, 2020 (i) pursuant to authority expressly vested in it by the Amen

OFFER TO EXCHANGE NEXPOINT STRATEGIC OPPORTUNITIES FUND 300 Crescent Court Suite 700 Dallas, Texas 75201 OFFER TO EXCHANGE COMMON SHARES, PAR VALUE $0.001 PER SHARE, 5.50% SERIES A CUMULATIVE PREFERRED SHARES, PAR VALUE $0.001 AND LIQUIDATION PREFERE

EX-99.(a)(1)(i) Table of Contents Exhibit (a)(1)(i) OFFER TO EXCHANGE NEXPOINT STRATEGIC OPPORTUNITIES FUND 300 Crescent Court Suite 700 Dallas, Texas 75201 OFFER TO EXCHANGE COMMON SHARES, PAR VALUE $0.001 PER SHARE, FOR 5.50% SERIES A CUMULATIVE PREFERRED SHARES, PAR VALUE $0.001 AND LIQUIDATION PREFERENCE $25.00 PER SHARE AND CASH Dated October 30, 2020 THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P

NEXPOINT STRATEGIC OPPORTUNITIES FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST As of August 28, 2020

EX-99.(d)(1) Exhibit (d)(1) NEXPOINT STRATEGIC OPPORTUNITIES FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST As of August 28, 2020 TABLE OF CONTENTS ARTICLE I The Trust Page 1.1 Name 1 1.2 Definitions 1 ARTICLE II Trustees 2.1 Number and Qualification 3 2.2 Term and Election 3 2.3 Resignation and Removal 3 2.4 Vacancies 4 2.5 Meetings 4 2.6 Trustee Action by Written Consent 5 2.7 Offi