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    SEC Form 8-K filed by Highland Global Allocation Fund

    1/28/26 1:43:35 PM ET
    $HGLB
    Trusts Except Educational Religious and Charitable
    Finance
    Get the next $HGLB alert in real time by email
    8-K
    false 0001622148 --12-31 0001622148 2026-01-16 2026-01-16
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of report (Date of earliest event reported): January 16, 2026

     

     

    Highland Global Allocation Fund

    (Exact name of Registrant as Specified in Its Charter)

     

     

     

    Massachusetts   811-23369   91-6361402

    (State or Other Jurisdiction

    of Incorporation)

     

    (Commission

    File Number)

      (IRS Employer
    Identification No.)

    300 Crescent Court, Suite 700

    Dallas, Texas 75201

    (Address of Principal Executive Offices)(Zip Code)

    Registrant’s telephone number, including area code: (877) 665-1287

    (Former Name or Former Address, if Changed Since Last Report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading
    Symbol(s)

     

    Name of each exchange
    on which registered

    Common Shares   HGLB   New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

     

     
     


    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 Global Allocation 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 Second Amended and Restated Declaration of Trust and Third 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)   Second Amended and Restated Agreement and Declaration of Trust dated January 27, 2026, filed herewith
    (b)   Third 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 Global Allocation Fund has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Date: January 28, 2026   Highland Global Allocation Fund
      By:  

    /s/ Frank Waterhouse

        Name:   Frank Waterhouse
        Title:   Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Treasurer
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