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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): June 2, 2026

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 Number)	(IRS Employer
of incorporation)		Identification No.)

300 Crescent Court, Suite 700

Dallas, Texas 75201

(Address of principal executive offices, including zip 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))

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

On June 2, 2026, NexPoint Diversified Real Estate Trust (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the NexPoint Diversified Real Estate Trust 2026 Long Term Incentive Plan (the “2026 LTIP”). The purpose of the 2026 LTIP is to attract, retain, incentivize and reward eligible participants.

For additional information regarding the 2026 LTIP, see “Proposal 3-Approval of the NexPoint Diversified Real Estate Trust 2026 Long Term Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2026 (the “Proxy Statement”).

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 Diversified Real Estate Trust


	By:	/s/ Paul Richards
	Name:	Paul Richards
	Title:	Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary

Date: June 2, 2026