NexPoint Diversified Real Estate Trust Series A Pfd美股招股说明书(2025-04-25版)

300 Crescent CourtSuite 700Dallas, Texas 75201 April 25, 2025 Dear NXDT Shareholder: You are cordially invited to attend the annual meeting of shareholders of NexPoint Diversified Real Estate Trust (“Old NXDT”). The meeting willbe held on Tuesday, June 10, 2025, beginning at 10:30 a.m. Central Time. The annual meeting will be held exclusively through a virtual format.You will notbe able to attend the annual meeting in person. If your shares are held by a financial intermediary (such as a broker-dealer), and you want to participate in, but not vote at, the annual meeting,please email EQ Fund Solutions, LLC (“EQ”) atattendameeting@equiniti.com, with “NXDT Meeting” in the subject line and provide your full name,address and proof of ownership as of March 31, 2025 from your financial intermediary. EQ will then email you the annual meeting registration link. Pleasebe aware if your shares are held through a financial intermediary, and you wish to vote at the annual meeting, you must first obtain a legal proxy from yourfinancial intermediary. You may forward an email from your financial intermediary containing the legal proxy or attach an image of the legal proxy via emailto EQ atattendameeting@equiniti.comand put “NXDT Legal Proxy” in the subject line. EQ will then email you the registration link for the annual meetingalong with a proxy voting control number. If you are a shareholder of record and wish to attend and vote at the meeting, please send an email to EQ atattendameeting@equiniti.comwith“NXDT Meeting” in the subject line and provide your name and address in the body of the email. EQ will then email you the registration link for the annualmeeting. If you would like to vote during the annual meeting, you may do so by entering the control number found on your proxy card. Requests to attend the annual meeting must be received by EQ no later than 2:00 p.m. Central Time on June9, 2025. On the date of the annualmeeting, shareholders are encouraged to log on 15 minutes before the meeting start time. Please contact EQ at (866) 530-8636 with any questions regardingaccessing the annual meeting. Information about the meeting, nominees for the election of trustees and the other matters to be voted on at the meeting is presented in the followingnotice of annual meeting and proxy statement. We hope that you will plan to virtually attend the annual meeting. Among other matters, you are being asked to vote on Old NXDT’s conversion of its jurisdiction and form of organization (the “Conversion”) from aDelaware statutory trust to a Maryland corporation with the name “NexPoint Diversified Real Estate Trust, Inc.” (“New NXDT”). At the effective time of theConversion, each outstanding transferable units of beneficial interest of Old NXDT, par value $0.001 per share (“Old Common Shares”) shall be convertedinto one share of common stock of New NXDT, par value $0.001 per share (“New Common Stock”), each outstanding 5.50% Series A Cumulative PreferredShare of Old NXDT, par value $0.001 per share, liquidation preference $25.00 per share (“Old Series A Preferred Shares”), shall be converted into one shareof 5.50% Series A Cumulative Preferred Stock of New NXDT, par value $0.001 per share, liquidation preference $25.00 per share (“New Series A PreferredStock”), and each outstanding 9.00% Series B Cumulative Redeemable Preferred Share of Old NXDT, par value $0.001 per share, liquidation preference$25.00 per share (“Old Series B Preferred Shares”), shall be converted into one share of 9.00% Series B Cumulative Redeemable Preferred Stock of NewNXDT, par value $0.001 per share, liquidation preference $25.00 per share (“New Series B Preferred Stock”). We expect the shares of New Common Stockand New Series A Preferred Stock to trade on the New York Stock Exchange (the “NYSE”) under the current respective trading symbols of the Old CommonShares and Old Series A Preferred Shares, “NXDT” and “NXDT-PA.” On April 22, 2025, the last reported sale price of the Old Common Shares on theNYSE was $3.77, and the last reported sale price of the Old Series A Preferred Shares on the NYSE was $13.30. There is currently no public trading marketfor the Old Series B Preferred Shares, and we do not expect for one to develop for the New Series B Preferred Stock. We do not intend to apply for a listingof the New Series B Preferred Stock on any national securities exchange. We are a“smaller reporting company”under federal securities laws and are subject to reduced public company reporting requirements.Investing in our securities involves a high degree of risk. You should read carefully the section entitledRisk Factorsbeginning on page 12 of theaccompanying proxy statement/prospectus and the risks set forth under the caption“Item 1A. Risk Factors”in our most recent Annual Report onForm 10-K, as well as additional risks that may be described in future reports or other information that we filed with the Securities and ExchangeCommission (the“SEC”), which ar