Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As described in Item 5.07 below, on January 30, 2023, NexPoint Diversified Real Estate Trust (the "Company") held a special meeting of shareholders (the "Special Meeting"), at which the Company's shareholders approved the Company's 2023 Long Term Incentive Plan (the "2023 LTIP"). The 2023 LTIP authorizes the compensation committee of the Company's board of trustees to provide equity based compensation in the form of option rights, share appreciation rights, restricted shares, restricted shares units, performance shares, performance units, cash incentive awards, profits interest units and other awards based on or related to the Company's transferable units of beneficial interest, par value, $0.001 per share ("Shares"). For additional information regarding the 2023 LTIP, see "Proposal 1: Approval of the NexPoint Diversified Real Estate Trust 2023 Long Term Incentive Plan" in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 20, 2022 (the "Proxy Statement").

The foregoing description of the 2023 LTIP does not purport to be complete and is qualified in its entirety by reference to the 2023 LTIP, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 30, 2023, the Company held the Special Meeting, at which the NexPoint Diversified Real Estate Trust 2023 Long Term Incentive Plan, as described in the Proxy Statement, was approved. The results of the vote were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 19,314,204 4,876,602 248,748

            0

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.


 Exhibit Number                        Exhibit Description
10.1               NexPoint Diversified Real Estate Trust 2023 Long Term
                 Incentive Plan
104              Cover Page Interactive Data File (embedded within the Inline
                 XBRL document)

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