NEXPOINT DIVERSIFIED REAL ESTATE TRUST

This shareholder proposal requests that the Board evaluate and pursue an orderly liquidation of NexPoint Diversified Real Estate Trust’s assets and distribute the net proceeds to shareholders in a manner that maximizes value consistent with the capital structure. The proponent argues the Company’s common shares have experienced sustained capital erosion and trade at a deep discount to reported NAV, and asserts that even preferred shares are trading well below their liquidation preference. The proposal cites perceived misalignment between the external adviser’s fee-driven incentives and shareholder interests and contends that liquidation would allow shareholders to capture intrinsic value otherwise not reflected by the market. It asks shareholders to support the Board initiating an evaluation and, if appropriate, pursuing an orderly wind-up and distribution strategy.