James Dondero boosts 24% NXDT (NYSE: NXDT) stake via DRIP and fees

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust (NXDT) received an updated Schedule 13D/A from long‑time holder James D. Dondero and related party Nancy Marie Dondero. As of January 16, 2026, James D. Dondero may be deemed to beneficially own 12,093,550.44 shares of common stock, representing about 24.02% of the outstanding shares. Nancy Marie Dondero may be deemed to beneficially own 1,474,875.8617 shares, or about 2.9% of the company.

The filing explains that since the prior amendment, the reporting persons increased their holdings through the company’s Dividend Reinvestment Plan, cash dividends paid in common stock, and stock received indirectly via monthly advisory fees paid in shares under the Advisory Agreement with NexPoint Real Estate Advisers X, L.P. before September 2025. The update also details how voting and dispositive power is split between sole and shared control across direct holdings, managed accounts, employee benefit plans, custodial accounts, joint accounts, and a trust.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 31)

NEXPOINT DIVERSIFIED REAL ESTATE TRUST

(Name of Issuer)

Common Stock

(Title of Class of Securities)

65340G106

(CUSIP Number)

Stephanie Vitiello, CCO
NexPoint Advisors, L.P., 300 Crescent Court, Suite 700
Dallas, TX, 75201
214-453-6500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/16/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 65340G106

1

Name of reporting person

DONDERO JAMES D

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,547,479.87
8	Shared Voting Power 6,546,070.57
9	Sole Dispositive Power 5,547,479.87
10	Shared Dispositive Power 6,546,070.57

11

Aggregate amount beneficially owned by each reporting person

12,093,550.44

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.0 %

14

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13D

CUSIP No. 65340G106

1

Name of reporting person

DONDERO NANCY MARIE

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 25,509.86
8	Shared Voting Power 1,449,366.00
9	Sole Dispositive Power 25,509.86
10	Shared Dispositive Power 1,449,366.00

11

Aggregate amount beneficially owned by each reporting person

1,474,875.86

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: NEXPOINT DIVERSIFIED REAL ESTATE TRUST
(c)	Address of Issuer's Principal Executive Offices: 300 CRESCENT COURT, SUITE 700, DALLAS, TEXAS , 75201.
Item 1 Comment: This Amendment No. 31 (this "Amendment") is being filed on behalf of James D. Dondero and Nancy Marie Dondero (collectively, the "Reporting Persons"), and amends the Schedule 13D filed with the United States Securities and Exchange Commission on September 24, 2014, as subsequently amended on October 24, 2014, as subsequently amended on October 31, 2014, as subsequently amended on February 27, 2015, as subsequently amended on March 12, 2015, as subsequently amended on April 29, 2015, as subsequently amended on August 5, 2015, as subsequently amended on August 11, 2015, as subsequently amended on September 1, 2015, as subsequently amended on October 16, 2015, as subsequently amended on January 22, 2016, as subsequently amended on April 22, 2016, as subsequently amended on August 25, 2016, as subsequently amended on October 25, 2016, as subsequently amended on February 22, 2017, as subsequently amended on June 23, 2017, as subsequently amended on May 8, 2018, as subsequently amended on June 13, 2018, as subsequently amended on October 25, 2018, as subsequently amended on June 19, 2019, as subsequently amended on January 17, 2020, as subsequently amended on April 6, 2020, as subsequently amended on March 3, 2021, as subsequently amended on October 25, 2021, as subsequently amended on December 15, 2021, as subsequently amended on February 2, 2022, as subsequently amended on April 8, 2022, as subsequently amended on August 16, 2022, as subsequently amended on January 19, 2024, as subsequently amended on August 21, 2024 and as subsequently amended on April 18, 2025 relating to the Common Stock (the "Common Stock") of NexPoint Diversified Real Estate Trust (f/k/a NexPoint Strategic Opportunities Fund), a Delaware statutory trust (the "Issuer"), held by the Reporting Persons and certain related or other entities. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is supplementally amended as follows.
Item 3.	Source and Amount of Funds or Other Consideration
	The responses to Items 4, 5 and 6 of the Schedule 13D are incorporated herein by reference. Since the filing of Amendment No. 30 to this Schedule 13D, the Reporting Persons have, directly and indirectly, acquired shares of Common Stock through the Issuer's Dividend Reinvestment Plan (the "DRIP") and as a result of Common Stock dividend payments from the Issuer on the Common Stock. In addition, under the terms of the Advisory Agreement, dated July 1, 2022, by and between the Issuer and NexPoint Real Estate Advisers X, L.P. (the "Adviser"), as amended (the "Advisory Agreement"), prior to September 2025, the Adviser received payment for a portion of its monthly fees under the Advisory Agreement in shares of Common Stock. Since the filing of Amendment No. 30 to the Schedule 13D, the Reporting Persons have, indirectly through the Adviser, acquired shares of Common Stock as monthly fees under the Advisory Agreement.
Item 5.	Interest in Securities of the Issuer
(a)	As of January 16, 2026, (i) James D. Dondero may be deemed to beneficially own 12,093,550.44 shares of Common Stock, which represents approximately 24.02% of the outstanding Common Stock; and (ii) Nancy Marie Dondero, held in a joint account and in her capacity of trustee of a trust, may be deemed to beneficially own 1,474,875.8617 shares of Common Stock, which represents approximately 2.9% of the outstanding Common Stock. James D. Dondero has the right to acquire beneficial ownership of the 1,449,366 shares of Common Stock owned by the trust.
(b)	1 Mr. Dondero has sole voting power and sole dispositive power with respect to 5,547,479.8708 shares of Common Stock and shared voting power and shared dispositive power with respect to 6,546,070.5656 shares of Commmon Stock. These shares are held by Mr. Dondero directly and indirectly through certain managed accounts ultimately advised by Mr. Dondero, an employee benefit plan, custodial accounts established pursuant to the Uniform Transfers to Minors Act and a trust. These shares also include shares that Mr. Dondero has the right to acquire beneficial ownership of that are held by the trust referred to in Item 5(a), for which he does not serve as trustee. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. 2 Ms. Dondero has sole voting power and sole dispositive power with respect to 25,509.8617 shares of Common Stock and shared voting power and shared dispositive power with respect to 1,449,366 shares of Common Stock. These shares include shares held by Ms. Dondero directly, in a joint account, and indirectly through a trust that Ms. Dondero may be deemed to beneficially own as the trustee of the trust. Ms. Dondero is the sister of Mr. Dondero. Ms. Dondero and Mr. Dondero disclaim beneficial ownership of such shares.
(c)	Appendix A attached hereto lists all transactions in the Common Stock during the past sixty (60) days by the Reporting Persons other than 367,472.22 shares of Common Stock acquired under the DRIP and Common Stock dividend payments from the Issuer on the Common Stock. Except as reported in this Item 5, the Reporting Persons did not acquire or dispose of any Common Stock in the 60 days preceding the date hereof.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Appendix A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DONDERO JAMES D

Signature:	/s/ James D. Dondero
Name/Title:	James D. Dondero
Date:	01/21/2026

DONDERO NANCY MARIE

Signature:	/s/ Nancy Marie Dondero
Name/Title:	Nancy Marie Dondero
Date:	01/21/2026

FAQ

What ownership stake does James D. Dondero report in NXDT?

As of January 16, 2026, James D. Dondero may be deemed to beneficially own 12,093,550.44 shares of NexPoint Diversified Real Estate Trust common stock, representing approximately 24.02% of the outstanding common stock.

How many NXDT shares does Nancy Marie Dondero beneficially own according to this filing?

Nancy Marie Dondero may be deemed to beneficially own 1,474,875.8617 shares of NXDT common stock, which the filing states is approximately 2.9% of the outstanding common stock.

How did the Donderos increase their NXDT holdings since the prior amendment?

The reporting persons acquired additional NXDT common stock through the Dividend Reinvestment Plan, through common stock dividend payments, and indirectly via shares received as monthly advisory fees under the Advisory Agreement between the issuer and NexPoint Real Estate Advisers X, L.P. before September 2025.

What voting and dispositive power does James D. Dondero report over NXDT shares?

James D. Dondero reports sole voting and dispositive power over 5,547,479.8708 shares of NXDT common stock and shared voting and dispositive power over 6,546,070.5656 shares, held directly and indirectly through managed accounts, an employee benefit plan, custodial accounts, and a trust.

What voting and dispositive power does Nancy Marie Dondero report over NXDT shares?

Nancy Marie Dondero reports sole voting and dispositive power over 25,509.8617 shares and shared voting and dispositive power over 1,449,366 shares of NXDT common stock, including shares held directly, in a joint account, and indirectly through a trust where she serves as trustee.

Does the filing describe recent NXDT stock transactions by the Donderos?

Yes. The filing notes that aside from 367,472.22 shares acquired under the Dividend Reinvestment Plan and common stock dividend payments, all transactions in the past 60 days are listed in Appendix A. It also states that, except as described in Item 5, the reporting persons did not acquire or dispose of additional shares in that period.

What percentage of NXDT does this Schedule 13D/A say is owned in total by each reporting person?

The filing states that James D. Dondero holds about 24.02% of NXDT’s outstanding common stock, while Nancy Marie Dondero holds about 2.9%, based on their reported beneficial ownership.