false 0001356115 0001356115 2024-12-24 2024-12-24 0001356115 nxdt:CommonShares0001ParValue0001PerShareCustomMember 2024-12-24 2024-12-24 0001356115 nxdt:SeriesACumulativePreferredSharesParValue0001PerShare2500LiquidationPreferencePerShare550CustomMember 2024-12-24 2024-12-24
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): December 24, 2024
 
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)
 
Registrant’s 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, par value $0.001 per share
  
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
NexPoint Diversified Real Estate Trust (the “Company”) previously announced that in connection with the resignation of Brian Mitts from his positions as Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary of the Company effective as of 11:59 p.m. Central Time on December 31, 2024, the Board of Trustees of the Company (the “Board”) appointed Paul Richards as the Company’s Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary and David Willmore as the Chief Accounting Officer, Assistant Treasurer and Assistant Secretary of the Company effective as of 12:00 a.m. Central Time on January 1, 2025.
 
On December 24, 2024 the Board now determined that Mr. Richards will be the Company’s principal accounting officer as well as principal financial officer effective as of 12:00 a.m. Central Time on January 1, 2025 in connection with the effectiveness of the resignation of Mr. Mitts.
 
Mr. Mitts will remain the Company’s Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary and designated principal financial officer and principal accounting officer until the effectiveness of his resignation on 11:59 p.m. Central Time on December 31, 2024.
 
Mr. Richards is 36 and has served as a director for NexPoint Advisors, L.P. (“NREA”) since 2019 and joined in 2017. Mr. Richards has also served as Chief Financial Officer, Assistant Secretary and Treasurer of VineBrook Homes Trust, Inc. (“VineBrook”) since August 2024, as Vice President of Asset Management and Financing of VineBrook since 2018, as Vice President of Asset Management of NexPoint Hospitality Trust (“NHT”) since March 2019 and as VP of Originations and Investments of NexPoint Real Estate Finance, Inc. (“NREF”) since February 2020. From 2016 to 2017, Mr. Richards served as a Product Strategy Associate at NexPoint Asset Management, L.P. (“NexPoint Asset Management”), formerly known as Highland Capital Management Fund Advisors, L.P., where he was responsible for evaluating and optimizing the registered product lineup. Mr. Richards was hired by a former NREA affiliate in 2014. VineBrook, NHT, NREF, NREA and NexPoint Asset Management may be deemed affiliates of the Company. Previously, Mr. Richards was also employed with Deloitte & Touche LLP’s state and local tax practice where he served as a tax consultant specializing in state strategic tax reviews, voluntary disclosure agreements, state tax exposure research, and overall state tax compliance.
 
Mr. Richards has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
 
Forward-Looking Statements
 
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management's current expectations, assumptions and beliefs. Forward-looking statements can often be identified by words such as “will” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “should” and similar expressions, and variations or negatives of these words. These forward-looking statements include, but are not limited to, statements regarding the Company’s officers. They are not guarantees of future results and forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement, including those described in greater detail in our filings with the Securities and Exchange Commission (the “SEC”), particularly those described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers should not place undue reliance on any forward-looking statements and are encouraged to review the Company’s Annual Report on Form 10-K and the Company’s other filings with the SEC for a more complete discussion of risks and other factors that could affect any forward-looking statement. The statements made herein speak only as of the date of this press release and except as required by law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements.
 
 
 
 
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/ Brian Mitts
   
Name: Brian Mitts
Title: Chief Financial Officer, Executive
VP-Finance, Treasurer and Assistant Secretary
 
Date: December 27, 2024
 
 
v3.24.4
Document And Entity Information
Dec. 24, 2024
Document Information [Line Items]  
Entity, Registrant Name NEXPOINT DIVERSIFIED REAL ESTATE TRUST
Document, Type 8-K
Document, Period End Date Dec. 24, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-32921
Entity, Tax Identification Number 80-0139099
Entity, Address, Address Line One 300 Crescent Court
Entity, Address, Address Line Two Suite 700
Entity, Address, City or Town Dallas
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 75201
City Area Code 214
Local Phone Number 276-6300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001356115
CommonShares0001ParValue0001PerShare Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Shares, par value $0.001 per share
Trading Symbol NXDT
Security Exchange Name NYSE
SeriesACumulativePreferredSharesParValue0001PerShare2500LiquidationPreferencePerShare550 Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security 5.50% Series A Cumulative Preferred Shares, par value $0.001 per share ($25.00 liquidation preference per share)
Trading Symbol NXDT-PA
Security Exchange Name NYSE
NexPoint Diversified Rea... (NYSE:NXDT)
Historical Stock Chart
From Dec 2024 to Jan 2025 Click Here for more NexPoint Diversified Rea... Charts.
NexPoint Diversified Rea... (NYSE:NXDT)
Historical Stock Chart
From Jan 2024 to Jan 2025 Click Here for more NexPoint Diversified Rea... Charts.