nexsof20250919_8k.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): September 19, 2025
 
NEXPOINT DIVERSIFIED REAL ESTATE TRUST
(Exact Name Of Registrant As Specified In Charter)
     
delaware
001-32921
80-0139099
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
300 Crescent Court, Suite 700
Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)
 
Registrants telephone number, including area code: (214) 276-6300
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Shares, $0.001 par value $0.001 per share
 
NXDT
 
New York Stock Exchange
NYSE Texas, Inc.
5.50% Series A Cumulative Preferred Shares, par value $0.001 per share ($25.00 liquidation preference per share)
 
NXDT-PA
 
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
 
Item 1.01. Entry into a Material Definitive Agreement.
 
Amendment to the Advisory Agreement
 
On September 19, 2025 NexPoint Diversified Real Estate Trust (the “Company”) and NexPoint Real Estate Advisors X, L.P. (the “Adviser”) entered into an amendment (the “Advisory Agreement Amendment”) to the Advisory Agreement, dated July 1, 2022, by and between the Company and the Adviser, as amended by that First Amendment to Advisory Agreement, dated October 25, 2022, as further amended by that Second Amendment to Advisory Agreement, dated April 11, 2023, and as further amended by that Third Amendment to Advisory Agreement, dated July 22, 2024, by and between the Company and the Adviser (the “Advisory Agreement”). The Advisory Agreement Amendment changes the structure of the fees which the Company pays to the Adviser each month such that the monthly installment of fees shall be paid in cash unless the Adviser elects, in its sole discretion, to receive all or a portion of the monthly installment of the fees in common shares, par value $0.001 per share, of the Company (“Common Shares”), subject to certain restrictions, including that in no event shall the Common Shares issued to the Adviser under the Advisory Agreement exceed 6,000,000 Common Shares. The Amendment also clarifies that the Adviser may defer its right to payment of the fees and expense reimbursements under the Advisory Agreement, and provides that interest shall not accrue on such deferred amounts.
 
In compliance with the Company’s Related Party Transaction Policy, the Advisory Agreement Amendment was reviewed and approved by the Audit Committee of the Board of Trustees of the Company.
 
The description of the material terms of the Advisory Agreement Amendment is qualified in its entirety by reference to the Advisory Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01. For additional information regarding the Advisory Agreement, see Item 1 “Business—Our Advisory Agreement” in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2025, which is incorporated by reference herein.
 
 
Item 9.01 Financial Statements and Exhibits.
 
 
Exhibit
Number
 
Exhibit Description
   
   
10.1
   
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
NEXPOINT DIVERSIFIED REAL ESTATE TRUST
 
/s/ Paul Richards
Name:
 
Paul Richards
Title:
 
Chief Financial Officer, Executive VP-
Finance, Treasurer and Assistant Secretary
 
Date: September 19, 2025
 
 

Exhibit 10.1

 

FOURTH AMENDMENT

TO

ADVISORY AGREEMENT

 

This Fourth Amendment (this “Amendment”) dated as of September 19, 2025 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 October 25, 2022, by and between the Company and the Adviser, as further amended by that Second Amendment to Advisory Agreement, dated as of April 11, 2023, and as further amended by that Third Amendment to Advisory Agreement, dated as of July 22, 2024, by and between the Company and the Adviser.

 

RECITALS

 

A.    The Company and the Adviser desire to amend the Advisory Agreement as set forth herein.

 

B.    In accordance with Section 13(b) of the Advisory Agreement, this Amendment has been duly approved by the Company’s board of trustees.

 

AGREEMENTS

 

Section 1. Amendments

 

(a)    The following defined term shall be added to Section 1 of the Advisory Agreement in alphabetical order:

 

“Election Notice” has the meaning set forth in Section 9(a).

 

(b)    Section 9(a) of the Advisory Agreement is deleted and replaced in its entirety by the following:

 

During the term hereof, as the same may be extended from time to time, the Company shall pay the Adviser the Advisory Fee and Administrative Fee (together “Fees”). The Adviser shall compute the Managed Assets of the Company as of the end of each fiscal quarter and then compute each installment of the Fees as promptly as possible after the end of the month with respect to which such installment is payable. The accrued Fees will be payable monthly as promptly as possible after the end of each month during which this Agreement is in effect. A copy of the computations made by the Adviser to calculate such installment shall thereafter, for informational purposes only, promptly be delivered to the Board. The Fees shall be paid in cash unless the Adviser elects, in its sole discretion, to receive all or a portion of the Fees in Common Shares; provided, that (i) such election to receive all or a portion of the Fees in Common Shares shall be made by notice to the Board (the “Election Notice”) at the time the Adviser delivers to the Board the computation of the Fees for such month and (ii) the Adviser’s ability to receive Common Shares in payment of all or a portion of the Fees shall be subject to Section 9(c). To the extent that the Adviser elects to receive Common Shares in payment of all or a portion of the Fees for any particular month, the number of Common Shares payable to the Adviser for such month shall equal (i) the dollar amount of the portion of the monthly installment of the Fees payable in Common Shares (as set forth in the Election Notice) divided by (ii) the VWAP per Common Share for the 10 trading days prior to the end of the month for which the Fees will be paid. In the event that the Adviser delivers an Election Notice pursuant to this Section 9(a), such Election Notice may specify that the election of the portion of the Fees to be paid in Common Shares will be effective for each subsequent monthly installment of the Fees payable hereunder until otherwise specified in a subsequent Election Notice. The Fees shall be payable independent of the performance of the Company or the Investments.

 

 

 

(c)    Section 9(c) of the Advisory Agreement is deleted and replaced in its entirety by the following:

 

The Adviser’s ability to receive Common Shares in payment of the Fees due to the Adviser under this Agreement shall be subject to the following: (i) the ownership of such Common Shares by the Adviser shall not violate the limit on ownership of Common Shares set forth in the Declaration of Trust or otherwise raise a material risk to the status of the Company as a REIT, after giving effect to any exception from such limit that the Board may grant to the Adviser or its Affiliates; (ii) in no event shall the Common Shares issued to the Adviser under this Agreement exceed 6,000,000 Common Shares; and (iii) the Company’s issuance of such Common Shares to the Adviser shall comply with all applicable restrictions under the U.S. federal securities laws and the rules of the NYSE.

 

 

(d)

The following Section 9(e) shall be added to the Advisory Agreement:

 

The Adviser may, at its discretion and at any time, defer the payment of the Fees payable to it under this Section 9. Any Fees so deferred shall remain accrued and no interest shall be paid on any Fees deferred by the Adviser.

 

(e)    Section 10(c) of the Advisory Agreement is deleted and replace in its entirety by the following:

 

The Adviser may, at its discretion and at any time, waive its right to reimbursement for eligible out-of-pocket expenses paid on the Company’s behalf. Once waived, these expenses are considered permanently waived and become non-recoupable in the future. Additionally, the Adviser may, at its discretion and at any time, defer the reimbursement for eligible out-of-pocket expenses paid on the Company’s behalf. Any reimbursement payments so deferred shall remain accrued and no interest shall be paid on any reimbursement payment deferred by the Adviser.

 

Section 2. Miscellaneous.

 

(a)    Effect of Amendment. This Amendment is limited as specified and shall not constitute a modification, amendment or waiver of any other provision of the Advisory Agreement. Except as specifically amended by this Amendment, all other provisions of the Advisory Agreement are hereby ratified and remain in full force and effect.

 

 

 

(b)    Single Document. From and after the date hereof, all references to the Advisory Agreement shall be deemed to be references to the Advisory Agreement as amended by this Amendment.

 

(c)    Severability. In the event that any provision of this Amendment or the application of any provision of this Amendment is declared to be invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Amendment shall not be affected.

 

(d)    Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Company and the Adviser and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

 

(e)    Headings. The headings in this Amendment are for convenience only. They shall not be deemed part of this Amendment and in no way define, limit, extend or describe the scope or intent of any provisions hereof.

 

(f)    Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, all of which shall constitute the same instrument and all of which together shall constitute the agreement of the parties. For purposes of executing this Amendment, a document signed and transmitted electronically shall be treated as an original document. The signature of any party thereon shall be considered an original signature, and the document transmitted shall be considered to have the same binding legal effect as an original signature on an original document.

 

(g)    Defined Terms. Any capitalized terms used herein for which a definition is not herein provided shall, unless otherwise indicated, have the same meanings as assigned to such terms in the Advisory Agreement.

 

[Signature Page Follows]

 

 

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.

 

 

NEXPOINT DIVERSIFIED REAL ESTATE TRUST 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Paul Richards

 

 

 

Name:       Paul Richards 

 

 

 

Title:         Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary 

 

 

 

 

NEXPOINT REAL ESTATE ADVISORS X, L.P. 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Paul Richards

 

 

 

Name:       Paul Richards 

 

 

 

Title:         Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer 

 

 

[Signature Page to the Fourth Amendment to the Advisory Agreement]