SEC Form 4 · accession 0001437749-26-020548

NEXPOINT DIVERSIFIED REAL ESTATE TRUST · NXDT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James D Dondero

Officer — See Remarks · Director · 10% Owner

Period of report

Jun 10, 2026

Accepted (ET)

Jun 12, 2026 · 8:54 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001356115

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jun 10, 2026	M	36,692	—	A	6,046,963	D
Common Stock^F2,F3	holding	—	—		—	7,386	I	As custodian of UTMA account for child 1
Common Stock^F2,F3	holding	—	—		—	7,370	I	As custodian of UTMA account for child 2
Common Stock^F2,F3	holding	—	—		—	7,386	I	As custodian of UTMA account for child 3
Common Stock^F2,F3	holding	—	—		—	5,477	I	As custodian of UTMA account for child 4
Common Stock^F2,F3	holding	—	—		—	5,242	I	As custodian of UTMA account for child 5
Common Stock^F2,F3	holding	—	—		—	7,386	I	As custodian of UTMA account for child 6
Common Stock^F2,F4	holding	—	—		—	2,895,808	I	See Footnote
Common Stock^F2,F5	holding	—	—		—	850,356	I	See Footnote
Common Stock^F2,F6	holding	—	—		—	2,283,589	I	See Footnote
Common Stock^F2,F7	holding	—	—		—	643,132	I	See Footnote
Common Stock^F2	holding	—	—		—	90,471	I	By employee benefit plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Share Units^F1,F8	—	Jun 10, 2026	M	36,692	D	—	—	Common Shares	36,692	110,076	D

Explanation of responses

F1Each restricted share unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust (the "Company").
F2Includes shares acquired under a dividend reinvestment plan and shares received pursuant to an elective stock dividend paid on the Company's common shares.
F3The 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.
F443,224 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.
F5These 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.
F61,595,828 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.
F7These 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.
F8On 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