NXDT Stock: NexPoint Diversified REIT Price vs NAV, 2026

From a closed-end fund to a REIT: what changed on July 1, 2022 and what did not

NXDT was NexPoint Strategic Opportunities Fund, a registered closed-end fund, until a name change that the company's investor deck dates to November 8, 2021. The 2022 10-K audit report still reads “NexPoint Diversified Real Estate Trust (formerly NexPoint Strategic Opportunities Fund)”. On July 1, 2022 the SEC issued an order declaring that the trust “has ceased to be an investment company under the Investment Company Act of 1940,” according to the 8-K filed that day (accession 0001437749-22-016455). On the same date it ended its advisory agreement with NexPoint Advisors, L.P. and signed a new one with NexPoint Real Estate Advisors X, L.P., a subsidiary of that sponsor. The company has elected REIT taxation starting with its 2021 tax year.

What changed is the rulebook. A fund carries every holding at fair value and publishes a net asset value per share; a REIT consolidates the properties it controls at depreciated cost and fair-values only some of its positions. What did not change is the portfolio's centre of gravity: the stakes in other NexPoint entities.

The fund-era NAV was calculated on a different basis (net assets of a registered fund), but the formula is close to today's: assets minus liabilities minus the Series A preferred. Using the company's current formula on the year-end balance sheets we get $25.14 at December 31, 2022 and $20.89 at December 31, 2023 (our arithmetic, over shares outstanding; the company did not publish a NAV per share for those two dates). So the reported NAV path is $24.57, $25.14, $20.89, $17.07, $10.76 and $9.33.

The NAV the company publishes, quarter by quarter

NXDT began publishing a NAV per common share for the quarter ended December 31, 2024; the 10-Q says the figure is meant to be the “Applicable NAV” defined in the terms of its Series B preferred offering. The method is one sentence: it calculates NAV “based on the Consolidated Balance Sheets as total assets minus total liabilities, less any equity attributable to preferred shareholders,” and divides by diluted shares. It also says “We believe there is no established practice among REITs for calculating NAV.”

The columns do not add exactly because noncontrolling interests are also adjusted in the company's table. Two things move the number. The first is the dollar NAV, which fell $163.5 million (21.7%) from December 2024 to June 2026; the company reported a net loss of $127.0 million in 2025, including $103.9 million of unrealized losses on investments, and $19.2 million in the first half of 2026. The second is the denominator. Holding the December 2024 share count at 44.1 million, the June 2026 NAV would be $13.37 a share, so $4.04 of the $7.74 fall comes from more shares (our arithmetic). Shares outstanding rose from 42.7 million at December 31, 2024 to 53.1 million at June 30, 2026 through the April 2025 NHT merger (1,084,593 shares), distributions paid in stock, fees paid to the adviser in stock (937,026 shares in 2025 and 212,863 in January 2026) and stock awards.

The gap between 53.1 million shares outstanding and the 63.2 million in the NAV denominator is the part to read slowly. The company's definition adds to outstanding shares the unvested restricted share units and “common shares assumed to be issued upon redemption of any outstanding and applicable Series B Preferred Shares”. The 10-Q does not say how it sets that number. The extra 10.1 million shares are close to what $47.0 million of Series B at its $25 stated value would buy at $4.70 (about 10.0 million shares, our arithmetic), which would mean the NAV per share is tied to the stock price: the lower the price, the more shares the preferred is assumed to turn into. The same Series B is also subtracted from the NAV in the numerator ($41.8 million). On outstanding shares alone the same NAV is $11.10 (our arithmetic; it ignores unvested units). The treatment lowers the per-share figure.

What the company paid for its own stock

NXDT's market price is not in its filings, but its buyback prices are, month by month. They are the company's average purchase price, not a closing price, and the company has bought only in some months. A $20.0 million repurchase program has run since October 28, 2024 and expires on October 28, 2026; the 10-Q says the timing and extent of purchases depend on several factors, including whether the shares are “trading at a significant discount to net asset value”.

The company's own first-quarter investor deck puts the price at $4.67 on March 31, 2026 and says the shares trade at “a ~53% discount to NAV” against the $9.99 NAV; that is the issuer's claim, not an SEC filing. Since the program began the company has repurchased 1,187,077 shares at an average of $3.92, about $4.7 million, and $15.4 million of the authorization was unused on June 30, 2026. Nothing in the filings says whether the board will renew it on October 28.

For a live comparison, take today's quote and compare it with $9.33:

One more price trace: the 10-K cover reports the market value of common shares held by people who are not affiliates of the company, on the last business day of the second quarter. That was $534.0 million on June 30, 2022, $378.1 million in 2023, $178.8 million on June 28, 2024 and $153.3 million on June 30, 2025, down 71.3% in three years while shares outstanding rose (our arithmetic). It excludes the shares held by affiliates, so it is not the full market capitalization.

What the NAV is made of: affiliates, Level 3 and a spectrum holder

Start with the shape of the balance sheet at June 30, 2026: $341.0 million of consolidated real estate at depreciated cost (Cityplace Tower, three hotels, White Rock Center and land), $568.4 million of investments at fair value, $30.6 million of equity-method investments and $33.6 million of investments in DSTs (all with related parties). The company says 77.6% of the portfolio by net equity was real estate and 22.4% “other investments” at December 31, 2025.

Three of these names, VineBrook, NREF and NSP, add to $310.4 million, 52.6% of the NAV. They share a sponsor with NXDT and its adviser. The 10-K says VineBrook, NREF and NexPoint Residential Trust (NXRT) are each “also managed by members of our management team.” VineBrook's own summarized income statement, reported to NXDT with a three-month lag, shows a total comprehensive loss of $43.4 million on revenues of $87.4 million for the quarter ended March 31, 2026; NREF's shows income of $22.6 million. Our VineBrook Homes Trust review, our NREF page and our VineBrook tender offer page covers what the VineBrook filings say about its own NAV and liquidity. NXDT also holds IQHQ life-science interests, which lost $22.2 million of value in 2025 according to the 10-K.

The related-party share of the portfolio has hardly moved since the conversion:

“Related parties” here means entities advised by or tied to the NexPoint sponsor; the fund-era row uses the 1940 Act term “affiliated” and is not strictly the same test. The income follows the ownership: of $15.7 million of dividend income in the first half of 2026, $15.3 million (97.8%) came from related parties, and of $35.0 million in 2025, $30.4 million (86.9%; our arithmetic).

Level 3 means the fair value rests on unobservable inputs. At June 30, 2026, of $568.4 million of investments at fair value, $60.5 million was Level 1 (quoted prices), $62.4 million Level 2 and $445.6 million Level 3 (78.4%, or 75.6% of the NAV; our arithmetic). The 10-Q says “the Company hires independent third-party valuation firms to provide updated fair values” on an annual basis.

In the first six months of 2026 the unrealized loss on Level 3 assets was $17.9 million, of which $15.9 million was on LP interests. The Level 3 common stock inputs include a price per “MHz-PoP,” a spectrum-licence unit: the 10-K says the non-real-estate holdings include “midband spectrum frequency licenses,” and records a $14.5 million gain in 2025 on MidWave Wireless, Inc. common equity. The company's March 2026 investor deck describes MidWave as “one of the largest independent wireless spectrum license holders in the United States” and puts its investment NAV at $98.2 million, 16.6% of the company's NAV; that figure is the company's, from a deck, not a filing. The other large line is Cityplace Tower in Dallas, carried at a real estate value of $236.2 million against $137.6 million of debt, net equity $96.3 million, at December 31, 2025 (15.6% of that date's $616.8 million NAV; our arithmetic).

The dividend: $0.60 a year in cash and shares, then $0.03 a quarter in cash

The company paid monthly through the third quarter of 2022 and has declared quarterly since October 1, 2022. It declared $0.30 in the second half of 2022 and $0.60 in each of 2023, 2024 and 2025. From September 2023 the payment has been part cash, part stock: the cash component was 20% of the 2023 payments and was capped at 20% in aggregate in the February 2026 declaration, with the rest paid in common shares.

FFO here includes the unrealized marks, which is why it swings; AFFO strips the unrealized marks out, so it is the closer test of recurring earnings. By the company's own ratio, AFFO covered the distribution -0.20 times in the second quarter of 2026 and -0.07 times for the half. In the half the company paid $3.9 million of cash on the common shares, $2.3 million on Series A and $1.4 million on Series B, $7.6 million in all, while net cash from operations was negative $5.1 million; a further $12.2 million was paid in common shares (so 24.2% of the common distribution was cash, our arithmetic). Total revenues were $42.2 million against $50.1 million a year earlier and interest expense was $11.0 million.

On July 27, 2026 the board approved a quarterly cash distribution of $0.03 per common share payable September 30, 2026 to holders of record on September 15. The 10-Q says: “The distribution reflects a change from the cash-and-share distribution structure introduced by the Company in 2023,” with the cash amount “unchanged” from the cash part of the March payment “while the share component has been discontinued.” That is 80% less than $0.15 a quarter, or $0.12 a year against $0.60 (our arithmetic). At the $4.70 the company paid in June, $0.60 was 12.8% and $0.12 is 2.6% (illustration, not a current yield). The 5.50% Series A preferred ($0.34375 a quarter on $25) was declared again for September 30, 2026.

Debt, preferred shares and the Cityplace loan due November 8, 2026

Of the total, $145.2 million falls due in 2026 and $69.8 million in 2027. Debt owed to related parties was $76.4 million ($14.1 million of mortgages and $62.3 million of notes); the OSL loan is from The Ohio State Life Insurance Company, which an 8-K says may be deemed an affiliate of the adviser “through common beneficial ownership.” Cash was $11.7 million plus $39.9 million restricted.

Cityplace is the one to watch. The 10-Q says the debt is limited recourse to the company and encumbers the property, and the maturity has moved in short steps:

The 10-Q says: “Management can give no assurance that the lender will agree to such an extension,” and lists refinancing, new equity or debt, selling part of the portfolio or a combination, adding that “management has the contractual right to surrender the property to the lender in lieu of repayment.” It estimates that “an additional $250 million to $270 million of capital expenditures will be required to complete the Cityplace renovation.” The company also set an objective to sell $100 million to $150 million of assets to fund target sectors or buy back stock. Hotel debt of $35.2 million matures February 8, 2027, and in March 2026 it sold the Bradenton Hampton Inn & Suites for about $26.3 million in cash to a buyer that may be deemed an affiliate of the adviser.

The preferred shares sit ahead of the common. Series A (NXDT-PA) is 5.50% on $25, 3,359,593 shares, about $84.0 million at the liquidation preference (our arithmetic). Series B is a continuous offering of up to 16,000,000 shares at $25 with a 9% rate paid monthly ($0.1875 a share); 1,878,475 shares were outstanding at June 30, 2026, carried at $41.8 million, up from 911,003 six months earlier. A Series B holder can redeem at $25 (less certain fees), and the 10-Q says the company “has the right, in its sole discretion, to pay the redemption in cash or in equal value of the Company’s common shares” while the common stock is listed. At $4.70, each $1 million of Series B redeemed in shares would be about 212,766 new common shares (our arithmetic). Conversion into common, available from the third anniversary of issuance, requires the five-day average price to be at a 15.0% premium to the published NAV, which is not the case at the prices above.

Who is paid, and what the adviser deals look like

NexPoint Real Estate Advisors X, L.P. runs NXDT under an advisory agreement whose term, the 10-K says, “will expire on July 1, 2026” and renews for successive one-year terms unless earlier terminated. The 10-K states “We do not pay any incentive fees to our Adviser,” but the base fee is on gross assets: 1.00% advisory plus 0.20% administrative, both on Managed Assets, defined to include assets bought with borrowing or preferred shares.

On September 19, 2025 the agreement was amended so that fees are paid in cash unless the adviser elects shares, up to 6,000,000 shares in all. The 2026 proxy statement says a termination fee equal to three times the fees of the prior twelve months is payable on termination for any reason other than cause or an assignment of the agreement. On the first-half run rate of about $12.1 million a year that is about $36 million, and on 2025's $17.1 million about $51 million (our arithmetic; the contract uses the twelve months before termination).

The related-party list in the 2026 8-Ks is concrete. In February NXDT became an additional guarantor of a $28.5 million, 3.62% mortgage loan on four self-storage properties owned by NSP borrowers, a non-recourse carve-out guaranty with springing full recourse, and the guarantors must keep a net worth above $28.5 million. Effective March 30 (8-K of April 3) it bought a $962,000 participation in a secured note of NSP's operating company and sponsor affiliates, up to $40 million, 14% payable in kind, with $22.7 million outstanding. NXDT owned about 53.02% of NSP's common stock, and the 8-K says “Accounts advised by our Sponsor and its affiliates beneficially own substantially all of the equity securities of NSP.” The lender on that note is NREF, in which NXDT also owns 15.8% of the common stock. Trustees and executive officers as a group held 28.59% of the common shares on February 26, 2026; the company had about 820 holders of record on March 31, 2026, not counting shares held in street name.

What changed since June 30 and what is next

• June 2, 2026: annual meeting; shareholders approved the 2026 Long Term Incentive Plan (8-K filed June 2). This is the last 8-K in EDGAR as of October 17, 2026.
• July 8, 2026: Cityplace maturity deferred to November 8. July 27: the board approved the $0.03 cash distribution and the Series A distribution.
• August 8, 2026: the Dominion land note was extended to August 8, 2027. August 14: the 10-Q for June 30, 2026 was filed; 53,106,027 shares were outstanding.
• October 28, 2026: the repurchase authorization expires. November 8: Cityplace matures. November 21: the $8.8 million NexBank revolver matures.
• Not filed as of October 17, 2026: the 10-Q for September 30, 2026, which would show the NAV for that date; prior third-quarter 10-Qs were filed November 8 to 14.

What a holder or reader can do with this

This is analysis of public documents, not investment, legal or tax advice. The checks the filings let you run on NXDT, and on any listed vehicle that publishes its own NAV:

• Divide the price by the NAV yourself, with the date. The NAV is as of the quarter end and the price is as of today. Use the table above rather than a quote page's “discount” figure.
• Ask what the NAV would be without the related-party names. In the company's June 30, 2026 table 74.6% of fair-valued investments are with related parties and 78.4% are Level 3. If you doubt the marks, that is where to look.
• Read the share count, not just the per-share NAV. Shares outstanding rose 42.9% from the end of 2022 and the NAV denominator is 63.2 million, which includes shares assumed from the Series B.
• Count cash, not declared dividends. The cash paid in the first half of 2026 was $7.6 million on all classes against negative operating cash flow.
• Follow Cityplace. Whatever happens to the November 8 maturity will be an 8-K or the next 10-Q.
• If you own it and are weighing a sale, a loss can matter for taxes; see our Form 8949 and Schedule D guide. Our guide to non-traded versus publicly traded REITs explains how a listed price differs from a NAV that the company sets itself, and our NexPoint interval fund review covers a different NexPoint vehicle that holds NREF.

In June 2026 the company paid an average of $4.70 a share for its own stock, 50.4% of the $9.33 NAV (our arithmetic). A reader holding NXDT, or NXDT-PA preferred, at a price that far below the reported NAV has a decision with tax, concentration and timing parts that numbers on a page do not settle.

If you want to know when the September 30 quarter shows up in EDGAR, we can send an email.

FAQ

Sources, read and saved on October 17, 2026: NexPoint Diversified Real Estate Trust (CIK 1356115) Forms 10-K for 2022, 2023, 2024 and 2025 (accessions 0001356115-23-000004, 0001356115-24-000007, 0001356115-25-000003, 0001193125-26-133271); Forms 10-Q for the quarters ended June 30 and September 30, 2025 and March 31 and June 30, 2026 (0001356115-25-000021, 0001628280-25-052132, 0001193125-26-225400, 0001193125-26-350420); Forms 8-K of July 1, 2022 (0001437749-22-016455), April 17, 2025 (0001437749-25-012294), September 19, 2025 (0001437749-25-029491), February 19, March 30 and April 3, 2026 (0001437749-26-004746, 0001437749-26-010338, 0001437749-26-011260) and June 2, 2026 (0001437749-26-019172); the definitive proxy statement of April 20, 2026 (0001437749-26-012769); the EDGAR filing index for the CIK; and the company's 1Q 2026 investor update deck (not an SEC filing, cited only where marked). Figures marked “our arithmetic” are our calculations from the cited rows. This is analysis of public documents, not investment, legal or tax advice.