nexsof20250728_8k.htm
false
0001356115
0001356115
2025-07-28
2025-07-28
0001356115
nxdt:CommonShares0001ParValueCustomMember
2025-07-28
2025-07-28
0001356115
nxdt:SeriesACumulativePreferredShares550CustomMember
2025-07-28
2025-07-28
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 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
|
|
|
|
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 8.01 Other Events
On June 10, 2025, the shareholders of NexPoint Diversified Real Estate Trust (the “Company”) approved the conversion of the Company from a Delaware statutory trust to a Maryland corporation named NexPoint Diversified Real Estate Trust, Inc. (the “Conversion”), and approved the adoption of a plan of conversion, articles of incorporation and bylaws of the Company associated with the Conversion. Notwithstanding the foregoing, the board of trustees of the Company (the “Board”) may terminate or defer the implementation of the Conversion if the Board determines that the Conversion is no longer advisable and in the best interest of the Company and its shareholders.
On July 28, 2025, the Board determined that it is in the best interests of the Company and its shareholders to defer the implementation of the Conversion.
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: July 29, 2025