NexPoint Diversified Real Estate Trust Series A Pfd美股招股说明书(2025-01-30版)

PROSPECTUS SUPPLEMENT(To Prospectus dated August 1, 2024) NexPoint Diversified Real Estate Trust9.00% Series B Cumulative Redeemable Preferred Shares(Series B Cumulative Redeemable Preferred Shares, Initial Stated Value $25.00 per share)Maximum of 16,000,000 Shares This prospectus supplement and the accompanying prospectus relate to the issuance and sale of a maximum of16,000,000 shares of our 9.00% Series B Cumulative Redeemable Preferred Shares, par value $0.001 per share(our “Series B Preferred Shares”), at a public offering price of $25.00 per share in this offering. The initialclosing of the offering is expected to occur on or about February 7, 2025. To the extent a participating broker-dealer in this offering reduces its selling commissions below 7.0%, the public offering price per share of Series BPreferred Shares will be decreased by an amount equal to such reduction. The Series B Preferred Shares willrank senior to our common shares and pari passu with our 5.50% Series A Cumulative Preferred Shares, parvalue $0.001 per share (our “Series A Preferred Shares”), with respect to payment of dividends and distributionof amounts upon liquidation, dissolution, termination, cancellation or winding up. Holders of our Series BPreferred Shares will have no voting rights except as set forth in the statement of preferences establishing theSeries B Preferred Shares (the “Series B Statement of Preferences”), including an exclusive voting right on anyamendment to our agreement and declaration of trust (the “Declaration”) in a manner that materially andadversely affects the rights of the holders of Series B Preferred Shares. This prospectus supplement also coversour common shares that may be issuable upon redemption of the Series B Preferred Shares sold pursuant to thisoffering. We are organized and conduct our operations to qualify as a real estate investment trust (a “REIT”) for federalincome tax purposes. To assist us in qualifying as a REIT, among other purposes, the Declaration generallylimits any person from beneficially or constructively owning more than 9.8% in value or number of shares,whichever is more restrictive, of our outstanding common shares, or 9.8% in value or in number of shares,whichever is more restrictive, of the aggregate of the outstanding shares of all classes or series of our beneficialinterests, including the Series A Preferred Shares and Series B Preferred Shares. See “Description of CapitalShares—Restrictions on Ownership and Transfer” beginning on page 12 of the accompanying prospectus. Our common shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol “NXDT.” OnJanuary 29, 2025, the last reported sale price of our common shares on the NYSE was $5.28 per share. There iscurrently no public trading market for the Series B Preferred Shares, and we do not expect a market to develop.We do not intend to apply for a listing of the Series B Preferred Shares on any national securities exchange. As part of our “friends and family” program, we may sell Series B Preferred Shares to the families of or personsor entities having prior relationships with our employees or employees of NexPoint Real Estate Advisors X, L.P.(our “Adviser”), who acts as our external adviser, or persons who are selected by the dealer manager inconsultation with the Company. There will be no selling commissions with respect to any such sales and thedealer manager may in consultation with the Company waive or reduce the dealer manager fee. As a result, thepublic offering price per share of the Series B Preferred Shares sold in our “friends and family” program will bedecreased by an amount equal to the discount. The dealer manager in consultation with the Company will makeall final determinations regarding whether an individual or entity falls within the friends and family category andwhether the dealer manager fee will be waived or reduced, including the extent of any reduction. We are a“smaller reporting company”under federal securities laws and are subject to reduced publiccompany reporting requirements. Investing in our securities involves a high degree of risk. You shouldread carefully the section entitled Risk Factors beginning on page S-12 of this prospectus supplement andthe risks set forth under the caption“Item 1A. Risk Factors”in our most recent Annual Report on Form10-K and our most recent Quarterly Report on Form 10-Q, as well as additional risks that may bedescribed in future reports or information that we file with the Securities and Exchange Commission (the“SEC”), which are incorporated by reference in this prospectus supplement and the accompanyingprospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus.Any representation to the contrary is a criminal offense. Offering (1)Assumes that all Series B Preferred Shares offered in th