v3.26.1
Debt
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Debt

6. Debt

The following table contains summary information of the Company’s debt as of December 31, 2025 and 2024 (dollars in thousands):

 

 

 

 

 

 

Outstanding
principal as of

 

 

Outstanding
principal as of

 

 

 

 

 

 

Description

 

 

Type

 

December 31, 2025

 

 

December 31, 2024

 

 

Interest Rate

 

 

Maturity Date (7)

Mortgages Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cityplace Note A-1

(1)

 

Floating

 

$

97,755

 

 

$

99,435

 

 

 

6.15

%

 

3/8/2026

Cityplace Note A-2

(1)

 

Floating

 

 

12,306

 

 

 

12,517

 

 

 

6.15

%

 

3/8/2026

Cityplace Note B-1

(1)

 

Floating

 

 

21,384

 

 

 

21,751

 

 

 

10.15

%

 

3/8/2026

Cityplace Note B-2

(1)

 

Floating

 

 

2,692

 

 

 

2,738

 

 

 

10.15

%

 

3/8/2026

Cityplace Mezz Note-1

(1)

 

Floating

 

 

3,055

 

 

 

3,107

 

 

 

10.15

%

 

3/8/2026

Cityplace Mezz Note-2

(1)

 

Floating

 

 

385

 

 

 

391

 

 

 

10.15

%

 

3/8/2026

NHT - Note A

(2)

 

Floating

 

 

26,381

 

 

 

50,188

 

 

 

6.15

%

 

2/8/2026

NHT - Note B

(2)

 

Floating

 

 

12,702

 

 

 

24,165

 

 

 

10.61

%

 

2/8/2026

NHT - PC & B Loan

(3)

 

Floating

 

 

38,580

 

 

 

37,875

 

 

 

8.85

%

 

2/5/2026

White Rock Center Note

(4)

 

Fixed

 

 

10,000

 

 

 

10,000

 

 

 

10.00

%

 

8/2/2029

Notes Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dominion Note

 

 

Floating

 

 

13,250

 

 

 

13,250

 

 

 

6.75

%

 

8/8/2026

Raymond James Loan

 

 

Floating

 

 

 

 

 

11,000

 

 

 

 

 

 

NexBank Revolver

(5)

 

Floating

 

 

10,994

 

 

 

16,485

 

 

 

7.75

%

 

5/21/2026

Convertible Notes Due to Affiliates

 

 

Fixed

 

 

58,111

 

 

 

57,986

 

 

2.25% - 7.50%

 

 

2/14/2027 - 9/30/2042

Promissory Notes Due to Affiliates

 

 

Fixed

 

 

817

 

 

 

 

 

 

7.33

%

 

4/17/2027

Prime Brokerage Borrowing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jefferies Line of Credit

 

 

Floating

 

 

5,136

 

 

 

1,222

 

 

 

4.14

%

 

N/A (8)

Total Debt

 

 

 

 

$

313,548

 

 

$

362,110

 

 

 

 

 

 

Fair market value adjustment, net of accumulated amortization

(6)

 

 

 

 

(6,222

)

 

 

(7,740

)

 

 

 

 

 

Deferred financing costs

 

 

 

 

 

(303

)

 

 

(315

)

 

 

 

 

 

 

 

 

 

 

$

307,023

 

 

$

354,055

 

 

 

 

 

 

 

(1)
This debt is secured by the following property: Cityplace.
(2)
This debt is secured by the following properties: HGI Property and the St. Pete Property.
(3)
This debt is secured by the following properties: Park City and Bradenton.
(4)
This debt is secured by the following property: White Rock Center.
(5)
This debt is secured by the following property and investments: 5916 W Loop 289 and IQHQ, LP ("IQHQ LP").
(6)
The Company recorded a valuation adjustment of the Convertible Notes Due to Affiliates upon the consolidation of NHT to adjust for the difference between the fair value and the outstanding principal amount of the debt. The difference is amortized into interest expense.
(7)
See Note 18 for additional information regarding the maturity date of the loans.
(8)
This debt balance has no stated maturity date.

Cityplace Debt

The Company has debt on Cityplace pursuant to a Loan Agreement, originally dated August 15, 2018 and subsequently amended (the “Loan Agreement”). The debt is limited recourse to the Company and encumbers the property. On April 15, 2025, the lender agreed to defer the maturity of Cityplace debt by twelve months to March 8, 2026. Effective as of March 8, 2026, the lender agreed to defer the maturity to May 8, 2026. Management is currently engaged in discussions with the lender regarding the extension of the maturity date of the Cityplace debt. Management can give no assurance that the lender will agree to such an extension.

Management recognizes that finding an alternative source of funding is necessary to repay the debt by the maturity date. Management is evaluating multiple options to fund the repayment of the $137.6 million principal balance outstanding as of December 31, 2025, including refinancing the debt, securing additional equity or debt financing, selling a portion of the portfolio, or any combination thereof. Should management be unable to complete any of these options, management has the contractual right to surrender the property to the lender in lieu of repayment. If the Company were to surrender the property to the lender, management believes that its remaining liquidity is sufficient for it to satisfy its remaining obligations for a period of one year from the date these financial statements are issued.

The weighted average interest rate of the Company’s debt related to its Cityplace investment was 6.95% as of December 31, 2025 and 7.65% as of December 31, 2024. The one-month SOFR was 3.79% as of December 31, 2025 and 4.33% as of December 31, 2024.

The Loan Agreement contains customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants contained in the documents evidencing the loan, defaults in payments under any other security instrument covering any part of the property, whether junior or senior to the loan, and bankruptcy or other insolvency events. As of December 31, 2025, the Company believes it is in compliance with all such covenants.

White Rock Center Debt

On August 2, 2024, the Company, through Freedom LHV, LLC (“Freedom LHV”), an indirect subsidiary of the Company, borrowed approximately $10.0 million from The Ohio State Life Insurance Company (“OSL”). The note bears interest at an annual fixed rate of 10.0% and matures on August 2, 2029. The debt is secured by certain real property held by Freedom LHV and is guaranteed by the Company.

Dominion Note

On August 9, 2022, the Company borrowed approximately $13.3 million from the seller, Gabriel Legacy, LLC to finance its acquisition of 21.5 acres of land in Plano, Texas held through NexPoint Dominion Land, LLC, a wholly owned subsidiary of the OP. The note (the “Dominion Note”) bears interest at an annual rate equal to the WSJ Prime Rate and initially matured on August 8, 2025, with two one-year extension options. On August 8, 2025, the Company elected to use one of the one-year extensions under the Dominion Note to extend the maturity date to August 8, 2026. One additional one-year extension option remains available under the terms of the Dominion Note.

Mortgages Payable, Hospitality

On February 28, 2019, a subsidiary of the Company, entered into a borrowing arrangement for a $59.4 million Note A loan (the “Note A Loan”) and a $28.6 million Note B loan (the “Note B Loan”) with ACORE Capital Mortgage, LP ("ACORE"). The Note A Loan and Note B Loan are secured by the HGI Property and the St. Pete Property. The Note A Loan bears interest at a variable rate equal to the 30-day SOFR plus 2.00% and was set to mature on February 8, 2026. The Note B Loan bears interest at a variable rate equal to the 30-day SOFR plus 6.46% and was set to mature on February 8, 2026. See Note 18 for a discussion of the extension of the maturity dates of the Note A Loan and Note B Loan. Management recognizes that finding an alternative source of funding is necessary to repay the debt by the maturity date. Should management be unable to complete any of these options, management has the contractual right to surrender the property to

the lender in lieu of repayment. If the Company were to surrender the property to the lender, management believes that its remaining liquidity is sufficient for it to satisfy its remaining obligations for a period of one year from the date these financial statements are issued. The Note A Loan and Note B Loan principal amounts reflected their fair values on the date of the NHT Acquisition. As of December 31, 2025, the Note A Loan and the Note B Loan had an outstanding balance of $26.4 million and $12.7 million and effective interest rates of 6.15% and 10.61%, respectively. For the year ended December 31, 2025, NHT paid $2.2 million and $1.8 million in interest on the Note A Loan and the Note B Loan, respectively.

On February 15, 2022, in connection with the acquisition of the Park City and Bradenton properties, the Company, through its subsidiaries entered into a borrowing arrangement for a $39.3 million loan (the “PC & B Loan”) with AREEIF Lender, LLC. Management recognizes that finding an alternative source of funding is necessary to repay the debt by the maturity date. Should management be unable to complete any of these options, management has the contractual right to surrender the property to the lender in lieu of repayment. If the Company were to surrender the property to the lender, management believes that its remaining liquidity is sufficient for it to satisfy its remaining obligations for a period of one year from the date these financial statements are issued. The outstanding balance on the PC & B Loan as of December 31, 2025 was $38.6 million, with $0.7 million available to draw on for renovation purposes as of December 31, 2025. See Note 18 for a discussion of the extinguishment of the PC & B Loan.

The loan documents, including the guaranty, for the PC & B Loan and the Note A Loan and Note B Loan contain customary representations, warranties, and events of default, which require a subsidiary of the Company to comply with affirmative and negative covenants. As of December 31, 2025, the Company is in compliance with all debt covenants.

Notes Payable, Hospitality

NHT and certain of its subsidiaries also entered into several convertible notes with affiliates of the NHT Adviser since January 8, 2019. On April 17, 2025, the notes were amended and restated in connection with the closing of the NHT Merger and the obligations thereunder were assumed by NXDT Hospitality Holdco, LLC (“Hospitality Holdco”), a wholly-owned subsidiary of the Company. The fixed rate notes have rates ranging from 2.25% to 7.50% (which were market interest rates at the time of their issuance) while outstanding and mature between February 14, 2027 and September 30, 2042. For $0.1 million of the notes, the principal and interest is convertible into membership interest units of Hospitality Holdco (the “Hospitality Holdco Units”) at the fair market price of the Hospitality Holdco Units at the time of conversion any time during the term of the note. For $44.2 million of the notes, the principal of the notes is convertible into Hospitality Holdco Units, at prices ranging from $1.44 to $2.50 for a period of five years from its date of issuance (with the expiration of conversion rights ranging from June 25, 2026 to September 30, 2027). One note issued to Highland Global Allocation Fund in the amount of $8.5 million, and two notes issued to Highland Opportunities and Income Fund in the aggregate amount of $5.2 million are not convertible into Hospitality Holdco Units. The relative fair value of the convertible notes did not reflect the outstanding principal on the date of the NHT Acquisition. The difference between the fair value and the principal amount of debt is amortized into interest expense over the remaining term. As of December 31, 2025, the net carrying amount of the convertible notes due to affiliates of the NHT Adviser was $51.9 million.

Promissory Notes Payable to Affiliates

In connection with the NHT Merger, on April 17, 2025, several promissory notes were issued to certain affiliates of the Company due to a limitation on common shares issued to affiliates of the issuer by the New York Stock Exchange. The aggregate principal amount of such promissory notes was $0.8 million, each with an interest rate of 7.334% and maturing on April 17, 2027, with two one-year extension options. As of December 31, 2025, the carrying amount of the promissory notes due to affiliates under the notes was $0.8 million.

Credit Facility

On January 8, 2021, the Company entered into a $30.0 million credit facility (the "Raymond James Loan") with Raymond James Bank, N.A. On October 20, 2023, Raymond James Bank, N.A. agreed to amend the terms of the Raymond James Loan, which, among other things, extended the maturity date to October 6, 2025 and amended the credit limit to

$20.0 million. During the year ended December 31, 2025, the Company paid down $11.0 million on the Raymond James Loan and fully extinguished the debt.

Revolving Credit Facility

On May 22, 2023, the Company entered into a $20.0 million revolving credit facility (the "NexBank Revolver") with NexBank, in the initial principal balance of $20.0 million, with the option for the Company to receive additional disbursements thereunder up to a maximum of $50.0 million, a maturity date of May 21, 2024 and the option to extend the maturity two times by six months. On May 21, 2024, the Company elected to extend the maturity by six months to November 21, 2024. On November 21, 2024, the Company elected to extend the maturity by six months to May 21, 2025. On May 15, 2025, the Company amended the NexBank Revolver agreement to extend the maturity date to November 21, 2025, and to provide for three additional six-month extension options. On November 21, 2025, the Company elected to extend the maturity by six months to May 21, 2026. During the year ended December 31, 2025, the Company paid down $5.5 million on the NexBank Revolver. As of December 31, 2025, the NexBank Revolver bears interest at one-month SOFR plus 3.50% and matures on May 21, 2026. As of December 31, 2025, the NexBank Revolver had an outstanding balance of $11.0 million.

Deferred Financing Costs

The Company defers costs incurred in obtaining financing and amortizes the costs over the terms of the related loans using the straight-line method, which approximates the effective interest method. Deferred financing costs, net of amortization, are recorded as a reduction from the related debt on the Company’s Consolidated Balance Sheets. Upon repayment of or in conjunction with a material change in the terms of the underlying debt agreement, any unamortized costs are charged to loss on extinguishment of debt and modification costs.

Prime Brokerage Borrowing

Effective July 2, 2022, the Company entered a prime brokerage account with Jefferies to hold securities owned by the Company (the "Prime Brokerage"). The Company from time to time borrows against the value of these securities. As of December 31, 2025, the Company had a margin balance of approximately $5.1 million outstanding with Jefferies bearing interest at the Overnight Bank Funding Rate plus 0.50%. Securities with a fair value of approximately $21.6 million are pledged as collateral against this margin balance. This arrangement has no stated maturity date. Due to the short-term nature of the debt, the fair value of the debt is approximately the outstanding balance.

Schedule of Debt Maturities

The aggregate scheduled maturities, including amortizing principal payments, of total debt for the next five calendar years subsequent to December 31, 2025 are as follows (in thousands):

 

 

 

Credit
Facilities

 

 

Mortgages
Payable

 

 

Notes
Payable

 

 

Prime
Brokerage
Borrowing

 

 

Total

 

2026

 

$

10,994

 

 

$

215,240

 

 

$

13,250

 

 

$

 

 

$

239,484

 

2027

 

 

 

 

 

 

 

 

21,317

 

 

 

 

 

 

21,317

 

2028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2029

 

 

 

 

 

10,000

 

 

 

 

 

 

 

 

 

10,000

 

2030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thereafter

 

 

 

 

 

 

 

 

37,611

 

 

 

5,136

 

 

 

42,747

 

Total

 

$

10,994

 

 

$

225,240

 

 

$

72,178

 

 

$

5,136

 

 

$

313,548