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NEXPOINT DIVERSIFIED REAL ESTATE TRUST

For the period ended Sep 30, 2025. Filed Nov 13, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 13, 2025

NXDT$3.38-0.6%Stored close · as of Nov 6, 2026

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Signatures

  1. Equity Method Investments

Below is a summary of the Company’s equity method investments as of September 30, 2025 (dollars in thousands):

Investee Name · Instrument · Asset Type · NXDT Percentage Ownership · Investment Basis · Share of Investee's Net Assets (1) · Basis Difference (2) · Share of Earnings (Loss)
Sandstone Pasadena Apartments, LLCLLC interestMultifamily50.0%$9,023$(9,590)$18,613$166
AM Uptown Hotel, LLCLLC interestHospitality60.0%(3)(1,421)387(1,808)91
Las Vegas Land Owner, LLCLLC interestLand77.0%(4)12,32312,324(1)2
Perilune Aero Equity Holdings One, LLCLLC interestAircraft16.4%(8)12,62511,756869153
Capital Acquisitions Partners, LLCLLC interestMultifamily20.9%6331,717(1,084)226
$33,183$16,594$16,589$638

Below is a summary of the Company's investments as of September 30, 2025 that qualify for equity method accounting for which the Company has elected to account for using the fair value option. Amounts are included in "Investments, at fair value" on the Consolidated Balance Sheets.

Investee Name · Instrument · Asset Type · NXDT Percentage Ownership · Fair Value
NexPoint Real Estate Finance Operating Partnership, L.P.LP interestMortgage15.6%(6)$69,044
NexPoint Real Estate Finance, Inc.Common stockMortgage11.8%(6)29,778
Claymore Holdings, LLCLLC interestN/A50.0%(5)—
LLV Holdco, LLCLLC interestLand26.8%2,997
NexPoint Storage Partners, Inc.Common stockSelf-storage52.7%(3)53,536
NexPoint Storage Partners Operating Company, LLCLLC interestSelf-storage33.8%36,952
VineBrook Homes Operating Partnership, L.P.LP interestSingle-family rental11.7%(6)128,800
NexPoint SFR Operating Partnership, L.P.LP interestSingle-family rental27.7%29,384
AMS C-Store JV, LLCPreferred stockRetail100.0%(9)17,620
$368,111

Below is a summary of the Company’s equity method investments as of December 31, 2024 (dollars in thousands):

Investee Name · Instrument · Asset Type · NXDT Percentage Ownership · Investment Basis · Share of Investee's Net Assets (1) · Basis Difference (2) · Share of Earnings (Loss)
Sandstone Pasadena Apartments, LLCLLC interestMultifamily50.0%$10,055$(9,590)$19,645$70
AM Uptown Hotel, LLCLLC interestHospitality60.0%(3)18,08114,9703,111(155)
Las Vegas Land Owner, LLCLLC interestLand77.0%(4)12,32112,321—10
Perilune Aero Equity Holdings One, LLCLLC interestAircraft16.4%(8)13,56510,4883,0771,414
Capital Acquisitions Partners, LLCLLC interestMultifamily20.9%4071,717(1,310)126
$54,429$29,906$24,523$1,465

Below is a summary of the Company's investments as of December 31, 2024 that qualify for equity method accounting for which the Company has elected to account for using the fair value option. Amounts are included in "Investments, at fair value" on the Consolidated Balance Sheets.

Investee Name · Instrument · Asset Type · NXDT Percentage Ownership · Fair Value
NexPoint Real Estate Finance Operating Partnership, L.P.LP interestMortgage15.6%(6)$76,396
NexPoint Real Estate Finance, Inc.Common stockMortgage12.0%(6)32,949
Claymore Holdings, LLCLLC interestN/A50.0%(5)—
Allenby, LLCLLC interestN/A50.0%(5)—
Haygood, LLCLLC interestN/A31.0%(7)—
LLV Holdco, LLCLLC interestLand26.8%2,606
NexPoint Storage Partners, Inc.Common stockSelf-storage52.8%(3)62,709
NexPoint Storage Partners Operating Company, LLCLLC interestSelf-storage29.5%34,172
VineBrook Homes Operating Partnership, L.P.LP interestSingle-family rental11.4%(6)151,706
NexPoint SFR Operating Partnership, L.P.LP interestSingle-family rental30.8%37,953
$398,491

(1)Represents the Company’s percentage share of net assets of the investee per the investee’s books and records.

(2)Represents the difference between the basis at which the investments in unconsolidated ventures are carried by the Company and the Company's proportionate share of the equity method investee's net assets. To the extent that the Company’s cost basis is different from the basis reflected at the joint venture level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of equity in earnings of the joint venture.

(3)The Company owns greater than 50% of the outstanding common equity but is not deemed to be the primary beneficiary or have a controlling financial interest of the investee and as such, accounts for the investee using the equity method.

(4)The Company owns 100% of Las Vegas Land Owner, LLC which owns 77% of a joint venture that owns an 8.5 acre tract of land (the "Tivoli North Property"). Through a tenants in common arrangement, the Company shares control and as such accounts for this investment using the equity method.

(5)The Company has a 50% non-controlling interest in Claymore Holdings, LLC (“Claymore”) and Allenby, LLC, (“Allenby”). The Company has determined it is not the primary beneficiary and does not consolidate these entities.

(6)The Company owns less than 20% of the investee but has significant influence due to members of the management team serving on the board of the investee or its parent and as such, accounts for the investee using the equity method.

(7)The Company has a 31% non-controlling interest in Haygood, LLC, (“Haygood”). The Company has determined it is not the primary beneficiary and does not consolidate this entity.

(8)The Company owns less than 20% of the investee but has significant influence due to the legal nature of a partnership that implies an inherent right to influence the operating and financial policies of the partnership.

(9)The Company owns 100% of the preferred units in AMS C-Store JV, LLC but is not deemed to be the primary beneficiary or have a controlling financial interest of the investee and as such, accounts for the investee using the equity method.

Marriott Uptown Basis

As of September 30, 2025, the Company held an equity method investment in AM Uptown, LLC (“Marriott Uptown”). The Company accounts for this investment under the equity method of accounting, as it has the ability to exercise significant influence over operating and financial policies.

During the three months ended June 30, 2025, the Company received cash distributions of $2.2 million from Marriott Uptown. These distributions exceeded the Company’s equity method investment balance, which was $0.8 million as of March 31, 2025. Because the Company has continuing obligations to Marriott Uptown, including a guarantee of certain recourse carve-outs, commonly referred to as “bad boy” guarantees, the excess of distributions over the carrying value of the investment was not recognized as a gain. Instead, the Company recorded a liability of $1.4 million, which is presented within “Accounts payable and other accrued liabilities” on the Consolidated Balance Sheets.

The Company will continue to evaluate the investment for indications of other-than-temporary impairment and will assess whether its obligations under the guarantee require recognition of additional liabilities.

Significant Equity Method Investments

For its interim reporting, the Company assesses and presents summarized financial information for its significant equity method investments in accordance with Rule 10-01(b)(1) of Regulation S-X. The Company reports the financial information on a three-month lag to align with the availability of investee financials. VineBrook Homes Trust, Inc. ("VineBrook") and NexPoint Storage Partners, Inc. (“NSP”) do not prepare standalone financials for their operating companies as all operations and investments are owned through their operating companies and are consolidated by the corporate entities.

The table below presents summarized statement of operations for the six months ended June 30, 2025 for the Company’s equity method investments (dollars in thousands):

VineBrookNSP
Revenues
Rental income$181,224$60,026
Net interest income—650
Other income5,7412,661
Total revenues186,96563,337
Expenses
Total expenses298,47053,608
Gain (loss) on sales of real estate2,381—
Other income (expense)9(36,965)
Unrealized gain (loss) on derivatives——
Total comprehensive income (loss)$(109,115)$(27,236)

There were no significant equity method investments for the nine months ended September 30, 2024.

  1. Fair Value of Financial Instruments

The table below summarizes the Company’s assets within the valuation hierarchy carried at fair value on a recurring basis as of September 30, 2025 (in thousands):

Fair Value
Level 1Level 2Level 3Total
Assets
Bond$—$44$—$44
Common stock42,579—131,299173,878
Convertible notes——11,96311,963
LLC interest——57,56957,569
LP interest—69,045158,184227,229
Preferred Shares——74,17374,173
Rights and warrants—1,788—1,788
Senior loan—5046,41646,466
$42,579$70,927$479,604$593,110

The table below summarizes the Company’s assets within the valuation hierarchy carried at fair value on a recurring basis as of December 31, 2024 (in thousands):

Fair Value
Level 1Level 2Level 3Total
Assets
Bond$—$62$—$62
Common stock46,436—157,828204,264
Convertible notes——20,84620,846
LLC interest——36,77736,777
LP interest—76,396189,659266,055
Preferred Shares——69,89569,895
Rights and warrants—1,788—1,788
Senior loan—5243,69343,745
$46,436$78,298$518,698$643,432

The table below sets forth a summary of changes in the Company’s Level 3 assets (assets measured at fair value using significant unobservable inputs) for the nine months ended September 30, 2025 (in thousands):

December 31, 2024Contributions/ PurchasesPaid in- kind dividendsTransfer Into (Out of) Level 3Redemptions/conversionsReturn of capitalRealized gain/(loss)Unrealized gain/(loss)September 30, 2025
Common stock$157,828$—$—$—$(3,688)$—$1,511$(24,352)$131,299
Convertible notes20,846———(9,194)——31111,963
LLC interest36,77725,1201,384—(3,996)—3,462(5,178)57,569
LP interest189,6591,979—————(33,454)158,184
Preferred Shares69,895—4,278—————74,173
Senior loan43,693—3,847—(1,422)—229646,416
Total$518,698$27,099$9,509$—$(18,300)$—$4,975$(62,377)$479,604

The table below sets forth a summary of changes in the Company’s Level 3 assets (assets measured at fair value using significant unobservable inputs) for the nine months ended September 30, 2024 (in thousands):

December 31, 2023Contributions/ PurchasesPaid in- kind dividendsTransfer Into (Out of) Level 3Investments (Eliminated) Acquired Through Consolidation¹Redemptions/conversionsReturn of capitalRealized gain/(loss)Unrealized gain/(loss)September 30, 2024
CLO$1,215$—$—$—$—$—$(1,266)$(22,735)$22,786$—
Common stock176,256904——(7,757)———(18,330)151,073
Convertible notes42,251———(21,129)———(62)21,060
LLC interest39,399564——————2,93542,898
LP interest195,8984,818——————(4,881)195,835
Preferred Shares66,268—3,956——(1,700)———68,524
Senior loan46,3536,5963,217——(14,343)—574(174)42,223
Total$567,640$12,882$7,173$—$(28,886)$(16,043)$(1,266)$(22,161)$2,274$521,613

(1) As a result of the NHT consolidation, certain investments were eliminated or acquired.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.