| 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 |
