UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

WASHINGTON, D.C. 20549

FORM 8-K

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

~~Pursuant~~Date toof ~~Section~~Report 13(Date ORof ~~15(d~~earliest event reported): June 2, 2026

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

Date of Report (Date of earliest event reported): March 30, 2026

NEXPOINT DIVERSIFIED REAL ESTATE TRUST

(Exact name of registrant as specified in its charter)

Delaware	~~001-32921~~	80001-~~0139099~~32921	80-0139099
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction		(Commission File Number)	(IRS Employer
of incorporation)			Identification No.)

300 Crescent Court, Suite 700

Dallas, Texas 75201

(Address of principal executive offices), ~~(Zip~~including ~~Code)~~zip code)

~~Registrant’s telephone number, including area code: (~~214) -276-6300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ 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)	~~Trading~~Name ~~Symbol(s)~~of each exchange on which registered	~~Name of each exchange on which registered~~
Common Shares, $0.001 par value $0.001 per share 5.50% Series A Cumulative Preferred Shares, par value $0.001 per share ($25.00 liquidation preference per share)		NXDT NXDT-PA	New York Stock Exchange; NYSE Texas, Inc. New York Stock Exchange
Common Shares, $0.001 par value	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 15.~~01. Entry~~02 ~~into~~Departure aof ~~Material~~Directors ~~Definitive~~or ~~Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~April~~June 32, 2026, NexPoint Diversified Real Estate Trust ~~OP, L.P.~~ (the “OPCompany”), ~~the~~held ~~operating~~its ~~partnership~~Annual Meeting of ~~NexPoint~~Shareholders ~~Diversified Real Estate Trust~~ (the “~~Company”),~~Annual ~~Highland Opportunities & Income Fund (“HFRO~~Meeting”),. ~~Highland~~At ~~Global~~the ~~Allocation~~Annual ~~Fund (“HGLB”) and NRES REIT Sub II~~Meeting, ~~LLC (“NRES” and, together with HFRO and HGLB,~~ the ~~“Other~~Company’s ~~NSP~~shareholders ~~Note~~approved ~~Purchasers”) entered into a participation agreement side letter (~~the ~~“Side Letter”) with~~ NexPoint Diversified Real Estate ~~Finance~~Trust ~~Operating Partnership, L.P. (“NREF”). Pursuant to the Side Letter, effective on March 30,~~ 2026, ~~the~~Long OPTerm ~~purchased~~Incentive anPlan undivided participation interest in $962,000 principal amount of that certain Secured Promissory Note, dated as of January 16, 2026, as amended by that certain First Amendment to Secured Promissory Note and Joinder Agreement, dated as of March 25, 2026 (~~as amended,~~ the “~~NSP~~2026 ~~Note~~LTIP”)~~, by and between NexPoint Storage Partners Operating Company, LLC (“NSP OC”), a subsidiary of NexPoint Storage Partners, Inc~~. (“NSP”), and certain subsidiaries of NSP OC and of NexPoint Advisors, L.P., the parent of our external adviser (our “Sponsor”), as co-borrowers, and NREF, as lender. In addition, under the Side Letter and that certain participation agreement, dated March 25, 2026, as amended, between NREF and The ~~Ohio~~purpose State Life Insurance Company (“OSL), the OP, OSL and each Other NSP Note Purchaser has the right, but not the obligation, to participate in any future advance under the NSP Note up to its then-current pro rata share, with NREF remaining obligated to fund any amount of ~~future advances under~~ the NSP Note not funded by the OP, OSL or the Other NSP Note Purchasers. Under the NSP Note, the NSP OC may borrow up to an aggregate principal amount of $40 million, with $22.7 million outstanding as of April 3, 2026. ~~The~~LTIP ~~NSP Note bears interest at a rate of 14% per annum, which~~ is ~~payable~~to ~~in kind~~attract, ~~is interest only during the term of the NSP Note and matures on January 16~~retain, ~~2031.~~incentivize ~~Borrowings under the NSP Note are secured by a first priority lien on certain income streams~~ and ~~the~~reward ~~related~~eligible ~~deposit accounts of the co-borrowers~~participants.

AsFor ofadditional ~~April~~information 3,regarding ~~2026,~~ the ~~Company~~2026 ~~owned~~LTIP, ~~approximately~~see ~~53.02%~~“Proposal 3-Approval of the ~~total~~NexPoint ~~outstanding~~Diversified ~~shares~~Real ofEstate ~~common~~Trust ~~stock~~2026 ofLong ~~NSP~~Term ~~and~~Incentive ~~has~~Plan” ~~guaranteed~~in ~~certain~~the ~~obligations~~Company’s ofdefinitive ~~NSP.~~proxy ~~Accounts~~statement ~~advised~~filed bywith ~~our Sponsor and its affiliates beneficially own substantially all of~~ the ~~equity~~Securities ~~securities of NSP. Each Other NSP Note Purchaser~~ and ~~NREF~~Exchange ~~are~~Commission ~~advised~~on orApril ~~managed by an affiliate of NexPoint Real Estate Advisors X~~20, ~~L.P.,~~2026 ~~the Company’s external adviser~~ (the “~~Adviser~~Proxy Statement”)~~, and OSL may be deemed an affiliate of the Adviser through common beneficial ownership~~.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the 2026 LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 2, 2026, the Company held its Annual Meeting. The below matters were submitted for approval by the Company’s shareholders, as more fully described in the Proxy Statement. The number of the Company’s common shares (“Common Shares”) entitled to vote at the Annual Meeting was 50,219,590, and the number of the Company’s 5.50% Series A Cumulative Preferred Shares, par value $0.001 per share, liquidation preference $25.00 per share (“Series A Preferred Shares”), entitled to vote at the Annual Meeting was 3,359,593, representing the number of shares outstanding as of March 27, 2026, the record date for the Annual Meeting.

The results of each matter voted on were as follows:

1.	Election of trustees. The following trustees were elected for terms expiring at the 2027 annual meeting of shareholders:

	Votes For	Votes Withheld	Broker Non-Votes
James Dondero	27,530,193	2,416,579	14,436,658
Brian Mitts	27,712,602	2,234,170	14,436,658
Edward Constantino	26,749,675	3,197,097	14,436,658
Scott Kavanaugh	24,208,120	5,738,652	14,436,658
Arthur Laffer	26,863,985	3,082,787	14,436,658
Carol Swain	26,814,757	3,132,015	14,436,658
Catherine Wood	25,305,303	4,641,469	14,436,658

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

Votes For		Votes Against		Abstentions		Broker Non-Votes
26,993,180		2,516,601		436,991		14,436,658

3.	Approval of the NexPoint Diversified Real Estate Trust 2026 Long Term Incentive Plan. The 2026 LTIP was approved.

Votes For		Votes Against		Abstentions		Broker Non-Votes
26,945,964		2,833,644		167,164		14,436,658

Approval, in accordance with Section 312.03(c) of the New York Stock Exchange Listed Company Manual and Section 11(g) of the Statement of Preferences of 9.00% Series B Cumulative Redeemable Preferred Shares (the “Series B Preferred Shares”), of the issuance of common shares upon the conversion or redemption of any and all of the Series B Preferred Shares. The issuance of common shares upon the conversion or redemption of the Series B Preferred Shares was approved.

Votes For		Votes Against		Abstentions		Broker Non-Votes
27,382,186		2,442,145		122,441		14,436,658

5.	Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. The appointment was ratified.

Votes For		Votes Against		Abstentions		Broker Non-Votes
42,760,080		1,514,886		108,464		0

6.	Shareholder proposal. The shareholder proposal regarding liquidating the Company’s assets was not approved.

Votes For		Votes Against		Abstentions		Broker Non-Votes
4,570,997		25,160,407		215,368		14,436,658

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	NexPoint Diversified Real Estate Trust 2026 Long Term Incentive Plan
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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

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

Date: June ~~April 3~~2, 2026

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