v3.26.1
Debt
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt

5. Debt

The following table contains summary information of the Company’s debt as of June 30, 2026 and December 31, 2025 (dollars in thousands):

 

 

 

 

 

 

Outstanding
principal as of

 

 

 

 

 

 

 

Description

 

 

Type

 

June 30, 2026

 

 

December 31, 2025

 

 

Interest Rate

 

 

Maturity Date (7)

 

Mortgages Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cityplace Note A-1

(1)

 

Floating

 

$

96,915

 

 

$

97,755

 

 

 

5.98

%

 

11/8/2026

 

Cityplace Note A-2

(1)

 

Floating

 

 

12,200

 

 

 

12,306

 

 

 

5.98

%

 

11/8/2026

 

Cityplace Note B-1

(1)

 

Floating

 

 

21,200

 

 

 

21,384

 

 

 

9.98

%

 

11/8/2026

 

Cityplace Note B-2

(1)

 

Floating

 

 

2,669

 

 

 

2,692

 

 

 

9.98

%

 

11/8/2026

 

Cityplace Mezz Note-1

(1)

 

Floating

 

 

3,029

 

 

 

3,055

 

 

 

9.98

%

 

11/8/2026

 

Cityplace Mezz Note-2

(1)

 

Floating

 

 

381

 

 

 

385

 

 

 

9.98

%

 

11/8/2026

 

NHT - Note A

(2)

 

Floating

 

 

23,743

 

 

 

26,381

 

 

 

5.65

%

 

2/8/2027

 

NHT - Note B

(2)

 

Floating

 

 

11,432

 

 

 

12,702

 

 

 

10.11

%

 

2/8/2027

 

OSL Loan

(3)

 

Fixed

 

 

14,140

 

 

 

 

 

 

8.50

%

 

2/12/2029

 

NHT - PC & B Loan

(3)

 

Floating

 

 

 

 

 

38,580

 

 

 

 

 

 

 

White Rock Center Note

(4)

 

Fixed

 

 

11,375

 

 

 

10,000

 

 

 

10.55

%

 

6/26/2031

 

Notes Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dominion Note

 

 

Floating

 

 

13,250

 

 

 

13,250

 

 

 

6.75

%

 

8/8/2027

 

NexBank Revolver

(5)

 

Floating

 

 

8,830

 

 

 

10,994

 

 

 

7.11

%

 

11/21/2026

 

Convertible Notes Due to Affiliates

 

 

Fixed

 

 

58,111

 

 

 

58,111

 

 

2.25% - 7.50%

 

 

2/14/2027 - 9/30/2042

 

Promissory Notes Due to Affiliates

 

 

Fixed

 

 

847

 

 

 

817

 

 

 

7.33

%

 

4/17/2027

 

Prime Brokerage Borrowing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jefferies Line of Credit

 

 

Floating

 

 

5,907

 

 

 

5,136

 

 

 

4.12

%

 

N/A (8)

 

Total Debt

 

 

 

 

$

284,029

 

 

$

313,548

 

 

 

 

 

 

 

Fair market value adjustment, net of accumulated amortization

(6)

 

 

 

 

(5,491

)

 

 

(6,222

)

 

 

 

 

 

 

Deferred financing costs

 

 

 

 

 

(431

)

 

 

(303

)

 

 

 

 

 

 

 

 

 

 

 

$

278,107

 

 

$

307,023

 

 

 

 

 

 

 

 

(1)
This debt is secured by the following property: Cityplace.
(2)
This debt is secured by the following properties: Dallas Hilton Garden Inn and the St. Petersburg Marriott.
(3)
As of December 31, 2025, this debt was secured by the following properties: Hyatt Place Park City and Bradenton Hampton Inn & Suites. As of June 30, 2026, following the sale of the Bradenton Hampton Inn & Suites on March 24, 2026, this debt is secured by the following property: Hyatt Place Park City.
(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.
(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 over the terms of the notes.
(7)
See Note 17 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. Effective as of July 8, 2026, the lender agreed to defer the maturity to November 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 $136.4 million principal balance outstanding as of June 30, 2026, 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 6.78% as of June 30, 2026 and 7.65% as of December 31, 2025. The one-month Secured Overnight Financing Rate ("SOFR") was 3.63% as of June 30, 2026 and 3.79% as of December 31, 2025.

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 June 30, 2026, 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”). On June 26, 2026, Freedom LHV entered into a loan agreement with Vista Bank ("Vista"), pursuant to which Vista made a loan to Freedom LHV in the principal amount of $11.4 million (the “Vista Loan”). The proceeds of the Vista Loan were used to repay in full the loan provided by OSL. The Vista Loan bears interest at a variable rate based on one-month Term SOFR, has an initial maturity date of June 26, 2031 and is secured by certain real property held by Freedom LHV.

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 Wall Street Journal 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. Effective August 8, 2026, the Company elected to use the second one-year extension option to extend the maturity date to August 8, 2027.

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. The Note A Loan and Note B Loan are secured by the Dallas Hilton Garden Inn and the St. Petersburg Marriott. The Note A Loan and Note B Loan are each set to mature on February 8, 2027. 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 defined below). For the six months ended June 30, 2026, the Company paid $0.7 million and $0.6 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 Hyatt Place Park City and Bradenton Hampton Inn & Suites 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. On February 12, 2026, the PC & B Loan was repaid in full and extinguished with proceeds from the OSL Loan (as defined below). No amounts remain outstanding under the PC & B Loan as of June 30, 2026.

On February 12, 2026, certain indirect subsidiaries of the Company (the "NHT Borrowers") entered into a Loan Agreement with OSL, pursuant to which OSL made a loan to the NHT Borrowers in the principal amount of $39,390,000 (the "OSL Loan"), bearing interest at a fixed rate of 8.5% per annum with an initial maturity date of February 12, 2029, subject to certain extension rights. The OSL Loan was initially secured by mortgages on two hotel properties: (i) the Bradenton Hampton Inn & Suites, with an allocated loan amount of $25.3 million, and (ii) Hyatt Place Park City, with an allocated loan amount of $14.1 million. The proceeds of the OSL Loan were used to repay in full and extinguish the PC & B Loan. In connection with the OSL Loan, the OP entered into a non-recourse carve-out guaranty for the benefit of OSL (the "OSL Guaranty"), pursuant to which the OP agreed to guarantee certain obligations of the NHT Borrowers. Generally, the guarantors’ liability is limited to losses, damages, costs and expenses arising from specified “bad acts.” The OSL Guaranty becomes a full recourse guaranty, covering up to the outstanding principal balance plus accrued interest and other amounts, upon the occurrence of certain triggering events.

On March 24, 2026, the Company, through its indirect subsidiary, entered into a Membership Interest Purchase Agreement pursuant to which it agreed to sell 100% of the membership interests in the entity that owned the Bradenton Hampton Inn & Suites property to OSL Bradenton Downtown, LLC. The sale closed on March 24, 2026 for total consideration of $26.3 million. In connection with the sale, the $25.3 million allocated portion of the OSL Loan attributable to the Bradenton Hampton Inn & Suites property was repaid in full. As of June 30, 2026, the outstanding balance of the OSL Loan was $14.1 million, secured solely by the Hyatt Place Park City property. For the six months ended June 30, 2026, the Company incurred interest expense of $0.7 million on the OSL Loan.

The loan documents contain customary representations, warranties, and events of default, which require a subsidiary of the Company to comply with affirmative and negative covenants. As of June 30, 2026, the Company believes it 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 NexPoint Real Estate Advisors VI, L.P. (the “NHT Adviser”) since January 8, 2019. On April 10, 2024, NexPoint Real Estate Partners, LLC (“NREP”), an entity advised by an affiliate of the Adviser, and Highland Capital Management, L.P. (“Highland”), a third party, entered into a Purchase Agreement ("Purchase Agreement") whereby Highland agreed to sell, among other things, 2,176,257 units (the “NHT Units”) of NHT to NREP. NREP’s purchase of the NHT Units was funded in part by $0.8 million of cash provided by the Company to NREP. On April 19, 2024, the Company, NexPoint Real Estate Opportunities, LLC ("NREO"), a wholly owned subsidiary of the Company, and NREP entered into an Assignment of Interests Agreement whereby NREP assigned to NREO its right to purchase the NHT Units, and all voting, consent and financial rights associated with ownership thereof, under the Purchase Agreement (the “NHT Acquisition”). As a result, upon the closing of the NHT Acquisition, the Company owned 53.65% of the outstanding NHT Units and was determined to hold the controlling financial interest in NHT and thereafter consolidated NHT. On April 17, 2025, the Company took NHT private in a merger transaction (the “NHT Merger”), acquiring all remaining NHT Units which were not previously owned by the Company and fully consolidating the Hospitality portfolio under the Company’s sole ownership.

Prior to the NHT Merger, NHT and certain of its subsidiaries also entered into several convertible notes with affiliates of NexPoint Real Estate Advisors VI, L.P. (the “NHT Adviser”). In connection with the closing of the NHT Merger on April 17, 2025, the notes were amended and restated and the obligations thereunder were assumed by NXDT Hospitality Holdco, LLC (“Hospitality Holdco”), a wholly-owned subsidiary of the Company. Certain of the notes, representing an aggregate principal amount of $0.1 million, provide the holders with the right to convert both outstanding principal and accrued interest into membership interest units of Hospitality Holdco (the “Hospitality Holdco Units”) at any time while the notes remain outstanding based on the fair market price of the Hospitality Holdco Units at the time of conversion. Notes issued to affiliates with an initial aggregate principal balance of $13.3 million that were previously convertible into Hospitality Holdco Units were amended to remove the conversion feature on March 4, 2025. A portion of the notes representing an initial aggregate principal amount of $44.2 million (the “Fixed Rate Convertible Notes”), are convertible as to principal only into Hospitality Holdco Units, at fixed conversion prices ranging from $1.44 to $2.50, during the five-year period following their respective issuance dates. As of June 30, 2026, $38.0 million aggregate principal amount of the Fixed Rate Convertible Notes were convertible. No Fixed Rate Convertible Notes will remain convertible after September 30, 2027. 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 June 30, 2026, the net carrying amount of the convertible notes due to affiliates of the NHT Adviser was $52.6 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 ("NYSE"). 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 June 30, 2026, the carrying amount of the promissory notes due to affiliates under the notes was $0.8 million.

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. On May 21, 2026, the Company elected to extend the maturity by six months to November 21, 2026.

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 into 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 June 30, 2026, the Company had a margin balance of approximately $5.9 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 June 30, 2026 are as follows (in thousands):

 

 

 

Credit
Facilities

 

 

Mortgages
Payable

 

 

Notes
Payable

 

 

Prime
Brokerage
Borrowing

 

 

Total

 

2026

 

$

8,830

 

 

$

136,394

 

 

$

 

 

$

 

 

$

145,224

 

2027

 

 

 

 

 

35,175

 

 

 

34,597

 

 

 

 

 

 

69,772

 

2028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2029

 

 

 

 

 

14,140

 

 

 

 

 

 

 

 

 

14,140

 

2030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thereafter

 

 

 

 

 

11,375

 

 

 

37,611

 

 

 

5,907

 

 

 

54,893

 

Total

 

$

8,830

 

 

$

197,084

 

 

$

72,208

 

 

$

5,907

 

 

$

284,029