NXDT

Business Context and Reporting Period

This Form 8-K, dated November 22, 2024, reports a material definitive agreement entered into by NexPoint Diversified Real Estate Trust (NXDT) and its affiliates. The filing details a proposed merger with NexPoint Hospitality Trust ("Old NHT"), an affiliate potentially linked through common beneficial ownership with NXDT's external adviser.

Key Financial Metrics and Transaction Terms

The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, or debt levels for the reporting period. Instead, it outlines the financial structure of the proposed merger:

• Current Ownership: NXDT currently owns 53.65% of the outstanding units of Old NHT.
• Acquisition Consideration: NXDT will acquire the remaining equity interests in New NHT and the NHT Parties for approximately $5.5 million.
• Payment Method: Consideration will be paid principally in common shares of NXDT, with limited partnership interests of NXDT OP used for the equity interests of NHT OP.
• Securities Status: The shares issued as consideration are not registered under the Securities Act of 1933 at the time of issuance and cannot be offered or sold in the U.S. without registration or an exemption.

Material Changes and Transaction Structure

The transaction involves a complex reorganization and merger structure:

1. Old NHT will reorganize into a new Delaware corporation ("New NHT").
2. Old NHT unitholders may elect to receive either a cash payment from Old NHT or common stock of New NHT.
3. New NHT, NHT Intermediary, NHT Holdings, and NHT OP will merge with and into NXDT Intermediary or NXDT Merger Sub, with NXDT entities surviving.

The transaction was reviewed and approved by the audit committee of NXDT's board of trustees in compliance with related party transaction policies.

Guidance, Outlook, and Risks

Closing Conditions: The consummation of the mergers is subject to customary conditions, including:

• Approval by the unitholders of Old NHT.
• Effectiveness of a registration statement on Form S-4 registering the NXDT common shares to be issued.

Forward-Looking Statements: The filing contains forward-looking statements regarding the successful completion of the reorganization, total consideration, and satisfaction of closing conditions. These are subject to risks and uncertainties that could cause actual results to differ materially.

Regulatory Disclosure: The information is furnished under Regulation FD and is not deemed "filed" for purposes of Section 18 of the Exchange Act. Investors are urged to read the upcoming Information Circular and Registration Statement on Form S-4 for complete details.

Investor Verification Checklist

• Verify the final terms of the merger in the upcoming Form S-4 registration statement and Information Circular.
• Confirm the outcome of the Old NHT unitholder vote required to approve the transaction.
• Review the specific cash versus stock election options available to Old NHT unitholders.
• Assess the impact of the related party nature of the transaction on governance and valuation.
• Monitor the effectiveness of the Form S-4 registration statement as a closing condition.