UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Emerging growth company
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| Item 5.02 | Departures of Directors or Certain Officers; Election of Directors; appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
In light of the passing of Bryan A. Ward, a Class I Trustee of Highland Opportunities and Income Fund (the “Fund”), the Board of Trustees (the “Board”) of the Fund has determined to reallocate the Trustees across the three classes of Trustees. Accordingly, effective January 16, 2026, the Board accepted the resignation of Dorri McWhorter and subsequently appointed Ms. McWhorter to serve as a Class I Trustee of the Fund. Following her reappointment, Ms. McWhorter has resumed all of her previous committee assignments, including serving as chair of the audit committee.
Ms. McWhorter will receive compensation for her Board service in accordance with the Fund’s standard compensation arrangements for non-employee trustees, which are described in the Fund’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 7, 2025.
There is no arrangement or understanding between Ms. McWhorter and any other person pursuant to which Ms. McWhorter was appointed as a trustee, and there are no reportable transactions under Item 404(a) of Regulation S-K with respect to Ms. McWhorter.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Effective January 27, 2026, the Board has approved the Fourth Amended and Restated Declaration of Trust and Fourth Amended and Restated Bylaws included as exhibits to this filing and incorporated herein by reference. These amended and restated documents incorporate amendments that had been approved by the Board in previous years and further amend and clarify certain provisions, including those related to forum selection, shareholder proposals and nominations (including information requirements), and shareholder meetings.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit Number |
Exhibit Description | |
| (a)(i) | Fourth Amended and Restated Agreement and Declaration of Trust dated January 27, 2026, filed herewith | |
| (b) | Fourth Amended and Restated Bylaws dated January 27, 2026, filed herewith | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
Forward-Looking Statements
This Current Report on Form 8-K may contain certain forward-looking statements, including statements with regard to the future performance and operation of the Fund. Words such as “believes,” “expects,” “projects” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the filings the Fund makes with the Securities and Exchange Commission. The Fund undertakes no obligation to publicly update or revise any forward- looking statements, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Highland Opportunities and Income Fund has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 28, 2026 | Highland Opportunities and Income Fund | |||||
| By: | /s/ Frank Waterhouse | |||||
| Name: | Frank Waterhouse | |||||
| Title: | Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Treasurer | |||||