NXDT: Morgan Stanley Files 13G for 205,457 Series A Preferred Shares

Rhea-AI Filing Summary

Morgan Stanley and its subsidiary Morgan Stanley Smith Barney LLC filed a Schedule 13G reporting passive ownership of NexPoint Diversified Real Estate Trust’s 5.50% Series A cumulative preferred shares (CUSIP 65340G304). As of 30 June 2025 they beneficially own 205,457 shares, equal to 6.1 % of the class. The filing shows shared dispositive power over all shares and shared voting power over 3 shares, with no sole voting or dispositive authority. The shares were acquired in the ordinary course of business and are not intended to influence control of the issuer. Both entities are Delaware-organized and list their principal office at 1585 Broadway, New York. Certifications note that the disclosure aggregates positions of certain Morgan Stanley operating units as permitted under SEC Release 34-39538.

Insights

Securities Analyst

TL;DR: 6.1 % stake signals modest institutional support; no control intent.

The 13G shows Morgan Stanley passively holding 205,457 preferred shares, just above the 5 % reporting threshold. While the absolute dollar value is unstated, a 6.1 % position in this low-liquidity preferred security may enhance trading depth and demonstrates institutional appetite. The absence of sole voting power and the ordinary-course certification confirm that this is not an activist move, limiting governance impact. For investors, the key takeaway is incremental validation of the security’s investability rather than a catalyst for strategic change.

Corporate Governance Expert

TL;DR: Disclosure is routine; governance influence remains negligible.

Because voting rights on the Series A preferred are minimal (only 3 votes shared), Morgan Stanley’s stake does not shift control dynamics. The filing’s passive intent language and lack of group activity under Items 5-9 further reduce governance significance. Consequently, board composition, dividends and strategic direction at NexPoint Diversified Real Estate Trust remain unaffected. Compliance with Release 34-39538 indicates transparent aggregation practices, but overall impact on issuer governance is neutral.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/05/2025 - 11:53 AM Learn about SEC filing dates

FAQ

What percentage of NexPoint Diversified Real Estate Trust’s Series A preferred does Morgan Stanley own?

The filing reports 6.1 % ownership, equal to 205,457 shares.

Does Morgan Stanley have voting control over NXDT’s preferred shares?

It holds shared voting power over only 3 shares and no sole voting authority.

Is this an activist position by Morgan Stanley in NXDT?

No. The certification states the shares were acquired in the ordinary course of business with no intent to influence control.

Which entities are listed as reporting persons in the Schedule 13G?

Both Morgan Stanley and Morgan Stanley Smith Barney LLC are reporting persons.

When was the ownership position measured for this Schedule 13G?

The event date is 30 June 2025.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NEXPOINT DIVERSIFIED REAL ESTATE TRUST

(Name of Issuer)

5.50% Series A Cumulative Preferred Shares

(Title of Class of Securities)

65340G304

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 65340G304

1

Names of Reporting Persons

Morgan Stanley

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 205,457.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

205,457.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.1 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. 65340G304

1

Names of Reporting Persons

Morgan Stanley Smith Barney LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 205,457.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

205,457.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.1 %

12

Type of Reporting Person (See Instructions)

BD, IA, CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NEXPOINT DIVERSIFIED REAL ESTATE TRUST
(b)	Address of issuer's principal executive offices: 300 CRESCENT COURT, SUITE 700, DALLAS, TX, 75201
Item 2.
(a)	Name of person filing: 1: Morgan Stanley 2: Morgan Stanley Smith Barney LLC
(b)	Address or principal business office or, if none, residence: 1: 1585 Broadway, New York, NY 10036 ;2: 1585 Broadway, New York, NY 10036
(c)	Citizenship: 1: Delaware 2: Delaware
(d)	Title of class of securities: 5.50% Series A Cumulative Preferred Shares
(e)	CUSIP No.: 65340G304
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 6.1 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99.2
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

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.

Morgan Stanley

Signature:	Christopher O'Hara
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	08/05/2025

Morgan Stanley Smith Barney LLC

Signature:	David Galasso
Name/Title:	Authorized Signatory, Morgan Stanley Smith Barney LLC
Date:	08/05/2025

Exhibit Information

EXHIBIT NO. EXHIBITS ------------------ ------------------------------------ 99.1 Joint Filing Agreement 99.2 Item 7 Information * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).