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[Form 4] NEXPOINT DIVERSIFIED REAL ESTATE TRUST Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust director and officer James D. Dondero exercised restricted share units into common shares. On April 3 and 4, 2026, he converted a total of 106,276 restricted share units into 106,276 common shares at a stated price of $0.00 per share.

Following these settlements, his direct holdings increased to 5,808,974.06 common shares. The restricted share units stem from grants of 237,446 units on April 3, 2025 and 187,662 units on April 4, 2023, which vest in four installments, with settlement generally within 10 days of vesting and potentially in cash at the Compensation Committee’s discretion.

The filing also records indirect holdings, including shares held in custodial Uniform Transfers to Minors Act accounts for six of his children and significant positions held by various partnerships, funds and trusts that are ultimately controlled by or associated with him. He may be deemed an indirect beneficial owner of those shares 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 46,916 $0.00 --
Exercise Common Stock 46,916 $0.00 --
Exercise Restricted Share Units 59,360 $0.00 --
Exercise Common Stock 59,360 $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 — 46,916 shares (Direct); Common Stock — 5,808,974.06 shares (Direct); Common Stock — 7,098.869 shares (Indirect, As custodian of UTMA account for child 1)
Footnotes (1)
  1. Each restricted share unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust. 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. 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. 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. 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. 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. On April 3, 2025, the reporting person was granted 237,446 restricted share units. The restricted share units vested one-fourth on April 3, 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. On April 4, 2023, the reporting person was granted 187,662 restricted share units. The restricted share units vested one-fourth on April 4, 2024, one-fourth on April 4, 2025 and one-fourth on April 4, 2026, and will vest one-fourth on April 4, 2027. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
RSUs exercised April 3, 2026 59,360 units / shares Restricted share units converted into common shares at $0.00
RSUs exercised April 4, 2026 46,916 units / shares Restricted share units converted into common shares at $0.00
Total RSUs exercised 106,276 units / shares Exercise or conversion of derivative securities reported in Form 4
Direct common shares after transactions 5,808,974.06 shares Total direct NXDT common stock holding following April 2026 exercises
2025 RSU grant size 237,446 units Restricted share units granted on April 3, 2025, vesting in four tranches
2023 RSU grant size 187,662 units Restricted share units granted on April 4, 2023, vesting in four tranches
Indirect UTMA holding example 7,098.8689 shares Common stock held as custodian of UTMA account for child 1
Indirect fund holding example 1,559,149 shares Held by Highland Opportunities and Income Fund managed by an entity he controls
restricted share units financial
"Each restricted share unit represents a contingent right to receive one common share"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
Uniform Transfer to Minors Act financial
"through a custodial account established pursuant to the Uniform Transfer to Minors Act"
pecuniary interest financial
"disclaims beneficial ownership of such shares except to the extent of his pecuniary interest"
indirect beneficial owner financial
"Mr. Dondero may be deemed to be an indirect beneficial owner of shares held by such entities"
employee purchase plan financial
"These shares are held by The Dugaboy Investment Trust of which Mr. Dondero is the beneficiary pursuant to an employee purchase plan"
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)
04/03/2026
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 Stock04/03/2026M59,360A(1)5,762,058.06D
Common Stock04/04/2026M46,916A(1)5,808,974.06D
Common Stock7,098.8689IAs custodian of UTMA account for child 1(2)
Common Stock7,083.0353IAs custodian of UTMA account for child 2(2)
Common Stock7,098.8799IAs custodian of UTMA account for child 3(2)
Common Stock5,263.4776IAs custodian of UTMA account for child 4(2)
Common Stock5,037.9168IAs custodian of UTMA account for child 5(2)
Common Stock7,098.8799IAs custodian of UTMA account for child 6(2)
Common Stock2,827,561.05ISee Footnote(3)
Common Stock821,015ISee Footnote(4)
Common Stock2,231,103ISee Footnote(5)
Common Stock628,351ISee Footnote(6)
Common Stock87,330.648IBy 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)04/03/2026M59,360 (7) (7)Common Shares59,360$0178,086D
Restricted Share Units(1)04/04/2026M46,916 (8) (8)Common Shares46,916$046,916D
Explanation of Responses:
1. Each restricted share unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. On April 3, 2025, the reporting person was granted 237,446 restricted share units. The restricted share units vested one-fourth on April 3, 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.
8. On April 4, 2023, the reporting person was granted 187,662 restricted share units. The restricted share units vested one-fourth on April 4, 2024, one-fourth on April 4, 2025 and one-fourth on April 4, 2026, and will vest one-fourth on April 4, 2027. 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 Dondero04/07/2026
** 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)