James Dondero - Apr 3, 2025 Form 4 Insider Report for NEXPOINT DIVERSIFIED REAL ESTATE TRUST (NXDT)

Role: President, Director, 10%+ Owner
Signature: /s/ Paul Richards, as attorney-in-fact for James Dondero
Stock symbol: NXDT
Transactions as of: Apr 3, 2025
Transactions value $: $0
Form type: 4
Date filed: 4/7/2025, 07:00 PM
Previous filing: Apr 1, 2025
Next filing: Apr 14, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NXDT	Common Stock	Award		+46.9K	+0.97%		4.88M	Apr 4, 2025	Direct	F1, F2
holding	NXDT	Common Stock						1.67M	Apr 3, 2025	See Footnote	F2, F3
holding	NXDT	Common Stock						6.24K	Apr 3, 2025	As custodian of UTMA account for child 1	F2, F4
holding	NXDT	Common Stock						6.23K	Apr 3, 2025	As custodian of UTMA account for child 2	F2, F4
holding	NXDT	Common Stock						6.24K	Apr 3, 2025	As custodian of UTMA account for child 3	F2, F4
holding	NXDT	Common Stock						4.63K	Apr 3, 2025	As custodian of UTMA account for child 4	F2, F4
holding	NXDT	Common Stock						4.43K	Apr 3, 2025	As custodian of UTMA account for child 5	F2, F4
holding	NXDT	Common Stock						6.24K	Apr 3, 2025	As custodian of UTMA account for child 6	F2, F4
holding	NXDT	Common Stock						283K	Apr 3, 2025	See Footnote	F2, F5
holding	NXDT	Common Stock						2.05M	Apr 3, 2025	See Footnote	F2, F6
holding	NXDT	Common Stock						567K	Apr 3, 2025	See Footnote	F7
holding	NXDT	Common Stock						75.4K	Apr 3, 2025	By employee benefit plan

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NXDT	Restricted Shares Units	Award	$0	+237K		$0.00	237K	Apr 3, 2025	Common Shares	237K		Direct	F1, F8
transaction	NXDT	Restricted Shares Units	Options Exercise	$0	-46.9K	-33.33%	$0.00	93.8K	Apr 4, 2025	Common Shares	46.9K		Direct	F1, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted shares unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust.
F2	Includes shares acquired under a dividend reinvestment plan and received pursuant to an elective stock dividend paid on the Company's common shares.
F3	35,935 shares are held by Drugcrafters, L.P. ("Drugcrafters"), 78,004.5881,039.19 shares are held by PCMG Trading Partners XXIII, L.P., 198,980 shares are held by Governance Re Ltd. and 1,356,532.24 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 PCMG owns 99% of Drugcrafters. Drugcrafters, PCMG, Governance Re Ltd. 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.
F4	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.
F5	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.
F6	1,444,014 shares are held by Highland Opportunities and Income Fund and 606,269 shares are held by Highland Global Allocation Fund. These entities are managed by NexPoint Asset Management, L.P. ("NexPoint Asset Management"), 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.
F7	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.
F8	April 3, 2025, the reporting person was granted 237,446 restricted shares units. The restricted shares units will vest one-fourth on April 3, 2026, 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.
F9	On April 4, 2023, the reporting person was granted 187,662 restricted shares units. The restricted shares units vested one-fourth on April 4, 2024 and one-fourth on April 4, 2025, and will vest one-fourth on April 4, 2026 and 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