[Form 4] NexPoint Diversified Real Estate Trust Insider Trading Activity

Rhea-AI Filing Summary

James Dondero, a director and 10% owner of NexPoint Diversified Real Estate Trust (NXDT), reported issuances of common shares to NexPoint Real Estate Advisers X, L.P. as payment of advisory fees for April, May and June 2025. The Adviser received 130,353.19 shares for April at a VWAP of $3.6465, 135,113.97 shares for May at a VWAP of $3.6634, and 115,123.38 shares for June at a VWAP of $4.1289. The filing lists detailed indirect holdings attributable to entities Mr. Dondero controls and custodial UTMA accounts for his children, and includes a total beneficial ownership figure following the reported transactions.

Positive

• Detailed disclosure of share issuances and VWAPs for April, May and June 2025
• Clarity on indirect holdings across affiliated entities and custodial accounts
• Compliance with Section 16 reporting, including attorney-in-fact signature

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine advisory-fee share issuances were recorded for April–June 2025; VWAPs and share counts are disclosed.

The Form 4 documents equity-based fee payments to the Adviser: 130,353.19 shares at $3.6465 (April), 135,113.97 shares at $3.6634 (May), and 115,123.38 shares at $4.1289 (June). It quantifies post-transaction beneficial holdings across multiple affiliated entities and custodial accounts, clarifying indirect ownership and disclaimers. This provides transparency on insider-related dilution and concentration but does not, by itself, state any change in control.

Corporate Governance Expert

TL;DR: Disclosure clarifies indirect holdings and the adviser’s compensation-in-kind but contains no new governance action.

The filing explains that the Adviser receives a portion of fees in common stock valued by a 10-day VWAP and lists specific share issuances and the entities holding shares (Drugcrafters, PCMG, Governance Re Ltd., HCM, and the Adviser). It also discloses custodial holdings for Mr. Dondero’s children and the Dugaboy Investment Trust positions, with standard beneficial ownership disclaimers. The reporting and signature by attorney-in-fact demonstrate compliance with Section 16 reporting requirements.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DONDERO JAMES D

(Last) (First) (Middle)

300 CRESCENT COURT, SUITE 700

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEXPOINT DIVERSIFIED REAL ESTATE TRUST [ NXDT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/02/2025		A		130,353.19	A	(1)	2,242,931.3(2)	I	See Footnote(3)
Common Stock	09/02/2025		A		135,113.97	A	(4)	2,378,045.27	I	See Footnote(3)
Common Stock	09/02/2025		A		115,123.38	A	(5)	2,493,168.65	I	See Footnote(3)
Common Stock								5,075,741.064(5)	D
Common Stock								6,547.4282(2)	I	As custodian of UTMA account for child 1(6)
Common Stock								6,532.6858(2)	I	As custodian of UTMA account for child 2(6)
Common Stock								6,547.4392(2)	I	As custodian of UTMA account for child 3(6)
Common Stock								4,856.2494(2)	I	As custodian of UTMA account for child 4(6)
Common Stock								4,646.9459(2)	I	As custodian of UTMA account for child 5(6)
Common Stock								6,547.4392(2)	I	As custodian of UTMA account for child 6(6)
Common Stock								762,675(2)	I	See Footnote(7)
Common Stock								2,122,101(2)	I	See Footnote((8)
Common Stock								597,653(2)	I	See Footnote(9)
Common Stock								81,124.7565(2)	I	By employee benefit plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Under the terms of the Advisory Agreement, dated July 1, 2022, by and between NexPoint Diversified Real Estate Trust (the "Company") and NexPoint Real Estate Advisers X, L.P. (the "Adviser"), as amended by that First Amendment to Advisory Agreement dated October 25, 2022, as amended by that Second Amendment to Advisory Agreement, dated April 11, 2023 and as amended by that Third Amendment to Advisory Agreement dated July 22, 2024 (the "Advisory Agreement"), the Adviser receives payment for a portion of its monthly fees under the Advisory Agreement in common shares of the Company. Such common shares received as payment are valued at the volume-weighted average price ("VWAP") of the shares for the 10 trading days prior to the end of the month for which such fees will be paid. The Company issued 130,353.19 common shares to the Adviser as payment of its fees for the month of April at a VWAP of $3.6465 per share.

2. Includes shares acquired under a dividend reinvestment plan and shares received pursuant to an elective stock dividend paid on the Company's common shares.

3. Following the transactions disclosed herein, 38,768 shares are held by Drugcrafters, L.P. ("Drugcrafters"), 84,663.87 shares are held by PCMG Trading Partners XXIII, L.P., 276,324 shares are held by Governance Re Ltd., 14,963 shares are held by Highland Capital Management Services, L.P. ("HCM") and 2,078,449.78 shares are held by NexPoint Real Estate Advisers X, L.P. (the "Adviser"). Mr. Dondero owns 75% of PCMG Trading Partners XXIII, L.P. ("PCMG") and HCM, and PCMG owns 99% of Drugcrafters. Drugcrafters, PCMG, Governance Re Ltd., HCM and the Adviser are ultimately controlled by Mr. Dondero. Mr. Dondero may be deemed to be an indirect beneficial owner of shares held by such entities. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. Under the terms of the Advisory Agreement, the Adviser receives payment for a portion of its monthly fees under the Advisory Agreement in common shares of the Company. Such common shares received as payment are valued at the VWAP of the shares for the 10 trading days prior to the end of the month for which such fees will be paid. The Company issued 135,113.97 common shares to the Adviser as payment of its fees for the month of May at a VWAP of $3.6634 per share.

5. Under the terms of the Advisory Agreement, the Adviser receives payment for a portion of its monthly fees under the Advisory Agreement in common shares of the Company. Such common shares received as payment are valued at the VWAP of the shares for the 10 trading days prior to the end of the month for which such fees will be paid. The Company issued 115,123.38 common shares to the Adviser as payment of its fees for the month of June at a VWAP of $4.1289 per share.

6. The shares are held for one of Mr. Dondero's children, through a custodial account established pursuant to the Uniform Transfer to Minors Act ("UTMA") for which Mr. Dondero serves as custodian. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

7. These shares are held by The Dugaboy Investment Trust of which Mr. Dondero is the beneficiary pursuant to an employee purchase plan. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

8. 1,482,975 shares are held by Highland Opportunities and Income Fund and 639,126 shares are held by Highland Global Allocation Fund (both of which are managed by NexPoint Asset Management, L.P., which is ultimately controlled by Mr. Dondero). Mr. Dondero may be deemed to be an indirect beneficial owner of shares held by such entities. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

9. These shares are held by subsidiaries of The Dugaboy Investment Trust. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks:

President

	/s/ Paul Richards, as attorney-in-fact for James Dondero	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What shares were issued to the adviser in April–June 2025 in the NXDT Form 4?

The Adviser received 130,353.19 shares for April, 135,113.97 shares for May, and 115,123.38 shares for June 2025.

At what prices were the NXDT advisory-fee shares valued?

Shares were valued using a 10-day VWAP: $3.6465 (April), $3.6634 (May), and $4.1289 (June).

What is James Dondero’s relationship to the entities holding NXDT shares?

Mr. Dondero is reported as Director, 10% owner, and controls entities including PCMG, Drugcrafters, Governance Re Ltd., HCM, and the Adviser; he may be deemed an indirect beneficial owner of shares held by those entities.

Are any shares held in custodial accounts according to the filing?

Yes. Multiple small share amounts are held in UTMA custodial accounts for Mr. Dondero’s children, for which he serves as custodian.

Who signed the Form 4 for James Dondero?

The form was signed by Paul Richards, as attorney-in-fact for James Dondero on 09/04/2025.