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NexPoint (NXDT) director Dondero exercises 36,692 RSUs, holds 6.0M shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust director and 10% owner James D. Dondero reported an exercise of equity awards and updated his holdings. On June 10, 2026 he exercised 36,692 restricted share units into common stock at $0.00 per share, bringing his directly held common shares to 6,046,963.064. His directly held restricted share units totaled 110,076 after the transaction, each representing the right to receive one common share.

A footnote explains these restricted share units were part of a 146,768-unit grant on June 10, 2025, vesting in four equal installments between June 10, 2026 and February 15, 2029, with settlement generally occurring within 10 days of vesting and potentially in cash at the Compensation Committee’s discretion. Additional common shares are held indirectly through employee benefit and investment plans, partnerships, funds, trusts, and UTMA custodial accounts for his children, where Dondero may be deemed an indirect beneficial owner but disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider DONDERO JAMES D
Role See Remarks
Type Security Shares Price Value
Exercise Restricted Share Units 36,692 $0.00 $0.00
Exercise Common Stock 36,692 $0.00 $0.00
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Share Units — 110,076 shares (Direct); Common Stock — 6,046,963.064 shares (Direct); Common Stock — 7,386.2797 shares (Indirect, As custodian of UTMA account for child 1); Common Stock — 7,370.3694 shares (Indirect, As custodian of UTMA account for child 2); Common Stock — 7,386.2907 shares (Indirect, As custodian of UTMA account for child 3); Common Stock — 5,476.991 shares (Indirect, As custodian of UTMA account for child 4); Common Stock — 5,242.3344 shares (Indirect, As custodian of UTMA account for child 5); Common Stock — 7,386.2907 shares (Indirect, As custodian of UTMA account for child 6); Common Stock — 6,672,885.15 shares (Indirect, See Footnote); Common Stock — 90,471.1462 shares (Indirect, By employee benefit plan)
Footnotes (8)
  1. F1. Each restricted share unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust (the "Company").
  2. F2. 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. F3. 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. F4. 43,224 shares are held by Drugcrafters, L.P. ("Drugcrafters"), 95,972.27 shares are held by PCMG Trading Partners XXIII, L.P., 297,351 shares are held by Governance Re Ltd., 14,962.88 shares are held by Highland Capital Management Services, L.P. ("HCM") and 2,444,298 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. F5. 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. F6. 1,595,828 shares are held by Highland Opportunities and Income Fund and 687,761 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. F7. 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. F8. On June 10, 2025, the reporting person was granted 146,768 restricted share units. The restricted share units vested one-fourth on June 10, 2026 and will vest one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
RSUs exercised 36,692 units Restricted share units converted to common stock on June 10, 2026
Exercise price $0.00 per share Price for restricted share units exercised into common stock
Direct common shares after transaction 6,046,963.064 shares Directly held NexPoint common stock after June 10, 2026
RSUs remaining after transaction 110,076 units Directly held restricted share units following June 10, 2026 exercise
Original RSU grant 146,768 units Restricted share units granted on June 10, 2025
RSU vesting dates June 10, 2026; Feb 15, 2027; Feb 15, 2028; Feb 15, 2029 Four equal vesting installments for 146,768-unit grant
restricted share unit financial
"Each restricted share unit represents a contingent right to receive one common share"
A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.
dividend reinvestment plan financial
"Includes shares acquired under a dividend reinvestment plan and shares received"
A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.
elective stock dividend financial
"shares received pursuant to an elective stock dividend paid on the Company's common shares"
Uniform Transfer to Minors Act financial
"custodial account established pursuant to the Uniform Transfer to Minors Act ("UTMA")"
pecuniary interest financial
"disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein"

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FAQ

What insider transaction did James D. Dondero report for NXDT?

James D. Dondero reported exercising 36,692 restricted share units into common stock at $0.00 per share. This moved equity awards into directly held NexPoint Diversified Real Estate Trust shares as part of his ongoing compensation-related vesting schedule.

How many NexPoint (NXDT) shares does James D. Dondero hold directly after this Form 4?

After the reported transaction, James D. Dondero directly holds 6,046,963.064 common shares of NexPoint Diversified Real Estate Trust. This reflects the addition of 36,692 shares received upon exercise of restricted share units on June 10, 2026.

How many restricted share units does Dondero still hold in NXDT?

Following the June 10, 2026 transaction, James D. Dondero directly holds 110,076 restricted share units. Each restricted share unit represents a contingent right to receive one NexPoint Diversified Real Estate Trust common share, generally settled within 10 days of vesting.

What is the vesting schedule of Dondero’s 146,768 NXDT restricted share units?

The 146,768 restricted share units granted on June 10, 2025 vest in four equal installments. One-fourth vested June 10, 2026, with the remaining quarters vesting on February 15, 2027, February 15, 2028, and February 15, 2029, subject to standard settlement terms.

Can Dondero’s NXDT restricted share units be settled in cash?

Settlement of James D. Dondero’s restricted share units will generally occur within 10 days of vesting and, at the Compensation Committee’s discretion, may be settled in cash. Otherwise, each unit typically converts into one NexPoint Diversified Real Estate Trust common share.

How are Dondero’s indirect NXDT holdings structured according to the Form 4?

Indirect holdings are spread across partnerships, funds, trusts, employee benefit plans, and UTMA custodial accounts for his children. Entities such as Drugcrafters, PCMG, Governance Re, and various funds hold shares; Dondero disclaims beneficial ownership except for his pecuniary interest.
SEC Form 4
FORM 4UNITED 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 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/10/2026M36,692A(1)6,046,963.064(2)D
Common Stock7,386.2797(2)IAs custodian of UTMA account for child 1(3)
Common Stock7,370.3694(2)IAs custodian of UTMA account for child 2(3)
Common Stock7,386.2907(2)IAs custodian of UTMA account for child 3(3)
Common Stock5,476.991(2)IAs custodian of UTMA account for child 4(3)
Common Stock5,242.3344(2)IAs custodian of UTMA account for child 5(3)
Common Stock7,386.2907(2)IAs custodian of UTMA account for child 6(3)
Common Stock2,895,808.15(2)ISee Footnote(4)
Common Stock850,356(2)ISee Footnote(5)
Common Stock2,283,589(2)ISee Footnote(6)
Common Stock643,132(2)ISee Footnote(7)
Common Stock90,471.1462(2)IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units(1)06/10/2026M36,692 (8) (8)Common Shares36,692$0110,076D
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 an elective stock dividend 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. 43,224 shares are held by Drugcrafters, L.P. ("Drugcrafters"), 95,972.27 shares are held by PCMG Trading Partners XXIII, L.P., 297,351 shares are held by Governance Re Ltd., 14,962.88 shares are held by Highland Capital Management Services, L.P. ("HCM") and 2,444,298 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. 1,595,828 shares are held by Highland Opportunities and Income Fund and 687,761 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 June 10, 2025, the reporting person was granted 146,768 restricted share units. The restricted share units vested one-fourth on June 10, 2026 and will vest one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. 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 Dondero06/12/2026
** Signature of Reporting PersonDate
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)