Item 1.01 Entry into a Material Definitive Agreement.

Convertible Notes

On June 13, 2023, Highland Income Fund (the "Fund"), a fund managed by an affiliate of NexPoint Real Estate Advisors X, L.P., the external adviser (the "Adviser") of NexPoint Diversified Real Estate Trust (the "Company"), loaned $11 million to NexPoint SFR Operating Partnership, L.P. (the "SFR OP") in exchange for $11 million of 7.50% convertible notes of the SFR OP (the "SFR OP Convertible Notes"). The SFR OP Convertible Notes bear interest at 7.50%, are interest only during the term of the SFR OP Convertible Note and mature on June 30, 2027. From August 1, 2022 through March 31, 2027, the SFR OP Convertible Notes are convertible into SFR OP Units of the SFR OP at the election of the holder at the then-current net asset value, subject to certain required approvals and limitations, including the SFR OP's right to prohibit conversion if, among other things, conversion would negatively impact NexPoint Homes Trust, Inc.'s real estate investment trust status or cause NexPoint Homes Trust, Inc. to own less than 50.0% of the SFR OP.

The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the form of SFR OP Convertible Notes, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

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

On June 13, 2023, the Company held its Annual Meeting of Shareholders. The below matters were submitted for approval by the Company's shareholders, as more fully described in the Company's proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2023. The number of the Company's common shares entitled to vote at the Company's 2023 Annual Meeting of Shareholders was 37,171,807, and the number of the Company's 5.50% Series A Cumulative Preferred Shares, par value $0.001 per share, liquidation preference $25.00 per share entitled to vote at the Company's 2023 Annual Meeting of Shareholders was 3,359,593, representing the number of shares outstanding as of April 3, 2023, the record date for the annual meeting.

The results of each matter voted on were as follows:

1. Election of trustees. The following trustees were elected for terms expiring


   at the 2024 annual meeting of shareholders:



                     Votes For    Votes Withheld   Broker Non-Votes
James Dondero        18,122,963     3,877,218         11,485,917
Brian Mitts          17,960,049     4,040,132         11,485,917
Edward Constantino   14,089,773     7,910,408         11,485,917
Scott Kavanaugh      13,098,413     8,901,768         11,485,917
Arthur Laffer        18,385,494     3,614,687         11,485,917
Carol Swain          18,602,667     3,397,514         11,485,917
Catherine Wood       13,268,393     8,731,788         11,485,917

2. Approval of the potential issuance of up to 6,000,000 of the Company's common


   shares to the Adviser, which may exceed five percent of the common equity or
   the voting power of the Company prior to such issuance. The issuance of up to
   6,000,000 of the Company's shares to the Adviser pursuant to the Advisory
   Agreement was not approved.



Votes For   Votes Against   Abstentions   Broker Non-Votes
9,976,459    11,345,282       678,439        11,485,917

3. Approval, on an advisory basis, of the compensation of the Company's named


   executive officers. The compensation of the Company's named executive officers
   was approved.



Votes For    Votes Against   Abstentions   Broker Non-Votes
17,277,776     3,769,671       952,734        11,485,917

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4. Approval, on an advisory basis, of the frequency of future advisory votes on


   the compensation of the Company's named executive officers. The frequency of
   every "one year" was approved.



  1 Year     2 Years   3 Years   Abstentions
20,502,802   152,361   373,508     971,510

Consistent with the shareholder vote, the Company's board of trustees determined that the Company will hold future advisory votes on the compensation of the Company's named executive officers on an annual basis until the next shareholder vote on the frequency of future advisory votes on the compensation of the Company's named executive officers.

5. Ratification of the appointment of KPMG LLP as the Company's independent

registered public accounting firm for 2023. The appointment was ratified.





Votes For    Votes Against   Abstentions   Broker Non-Votes
31,986,622      416,545       1,082,931           0

Item 9.01 Financial Statements and Exhibits

Exhibit

Number Exhibit Description



          Form of 7.50% Convertible Notes of NexPoint SFR Operating Partnership,
10.1    L.P., due June 30, 2027 (incorporated by reference to Exhibit 10.4 to
        VineBrook Homes Trust, Inc.'s Current Report on Form 8-K, filed with the
        Securities and Exchange Commission on June 14, 2022).

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document)

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