NexPoint (NXDT) director Dondero exercises 73,125 RSUs, lifts direct stake

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust director and 10% owner James D. Dondero exercised 73,125 restricted share units into common shares on March 18, 2026. The RSU exercise, at a stated price of $0.00, converted into 73,125 common shares.

Following the transaction, he directly owned 5,702,698.06 common shares and 146,250 restricted share units. The filing also lists various indirect holdings, including UTMA custodial accounts for his children, an employee benefit plan, and multiple investment entities, for which he generally disclaims beneficial ownership except to the extent of his pecuniary interest.

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

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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 TEXAS 75201

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

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

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

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

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	03/18/2026		M		73,125	A	(1)	5,702,698.06(2)	D
Common Stock								7,098.8689(2)	I	As custodian of UTMA account for child 1(3)
Common Stock								7,083.0353(2)	I	As custodian of UTMA account for child 2(3)
Common Stock								7,098.8799(2)	I	As custodian of UTMA account for child 3(3)
Common Stock								5,263.4776(2)	I	As custodian of UTMA account for child 4(3)
Common Stock								5,037.9168(2)	I	As custodian of UTMA account for child 5(3)
Common Stock								7,098.8799(2)	I	As custodian of UTMA account for child 6(3)
Common Stock								2,827,561.05(2)	I	See Footnote(4)
Common Stock								821,015	I	See Footnote(5)
Common Stock								2,231,103	I	See Footnote(6)
Common Stock								628,351	I	See Footnote(7)
Common Stock								87,330.648(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
Restricted Share Units	(1)	03/18/2026		M			73,125	(8)	(8)	Common Shares	73,125	$0	146,250	D

Explanation of Responses:

1. Each restricted share unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust (the "Company").

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

3. 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.

4. 41,733 shares are held by Drugcrafters, L.P. ("Drugcrafters"), 92,230.17 shares are held by PCMG Trading Partners XXIII, L.P., 290,517 shares are held by Governance Re Ltd., 14,962.88 shares are held by Highland Capital Management Services, L.P. ("HCM") and 2,388,118 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.

5. 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.

6. 1,559,149 shares are held by Highland Opportunities and Income Fund and 671,954 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.

7. 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.

8. On March 18, 2024, the reporting person was granted 292,500 restricted share units. The restricted share units vested one-fourth on March 18, 2025 and one-fourth on March 18, 2026, and will vest one-fourth on March 18, 2027 and one-fourth on March 18, 2028. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

Remarks:

President

	/s/ Paul Richards, as attorney-in-fact for James Dondero	03/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did James D. Dondero report in this Form 4 for NXDT?

James D. Dondero reported exercising 73,125 restricted share units into common shares of NexPoint Diversified Real Estate Trust. This increased his direct common share ownership, with no reported open-market purchases or sales in this filing.

How many NexPoint (NXDT) shares does James D. Dondero hold directly after the transaction?

After the RSU exercise, James D. Dondero directly holds 5,702,698.06 common shares of NexPoint Diversified Real Estate Trust. He also holds 146,250 restricted share units, which represent contingent rights to receive additional common shares in the future.

Were any NexPoint (NXDT) shares sold by James D. Dondero in this Form 4?

No sales were reported in this Form 4. The filing shows an exercise of 73,125 restricted share units into common shares, with zero transactions coded as open-market buys or sells and net buy/sell shares reported as neutral.

What are the vesting terms of James D. Dondero’s restricted share units at NexPoint (NXDT)?

On March 18, 2024, James D. Dondero was granted 292,500 restricted share units. These vest in four equal installments on March 18, 2025, 2026, 2027, and 2028, with settlement generally occurring within 10 days of each vesting date.

How are James D. Dondero’s indirect NexPoint (NXDT) holdings structured?

Indirect holdings include UTMA custodial accounts for his children, The Dugaboy Investment Trust, an employee benefit plan, and several investment entities he ultimately controls. He may be deemed an indirect beneficial owner but disclaims ownership except for his pecuniary interest.

Does the NexPoint (NXDT) Form 4 mention dividend reinvestment or stock dividends?

Yes. The filing notes that certain reported holdings include shares acquired under a dividend reinvestment plan and shares received through elective stock dividends paid on NexPoint Diversified Real Estate Trust’s common shares.