01/21/2026 | Press release | Distributed by Public on 01/21/2026 17:00
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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DONDERO JAMES D 300 CRESCENT COURT, SUITE 700 DALLAS, TX 75201 |
X | X | See Remarks | |
| /s/ Paul Richards, as attorney-in-fact for James Dondero | 01/21/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Under the terms of the Advisory Agreement, dated July 1, 2022, by and between NexPoint Diversified Real Estate Trust (the "Company") 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 common shares of the Company. Such common shares received as payment are valued at the volume-weighted average price ("VWAP") of the shares for the 10 trading days prior to the end of the month for which such fees will be paid. The Company issued 93,380.41 common shares to the Adviser as payment of its fees for the month of July at a VWAP of $4.7863 per share. |
| (2) | Includes shares acquired under a dividend reinvestment plan and shares received pursuant to elective stock dividends paid on the Company's common shares. |
| (3) | Following the transactions disclosed herein, 41,733 shares are held by Drugcrafters, L.P. ("Drugcrafters"), 91,778.57 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 2,388,118.17 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) | Under the terms of the Advisory Agreement, prior to September 2025, the Adviser received payment for a portion of its monthly fees under the Advisory Agreement in common shares of the Company. Such common shares received as payment are valued at the VWAP of the shares for the 10 trading days prior to the end of the month for which such fees will be paid. The Company issued 119,482.76 common shares to the Adviser as payment of its fees for the month of August at a VWAP of $3.8346 per share. |
| (5) | 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. |
| (6) | 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. |
| (7) | 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. |
| (8) | 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. |
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Remarks: President |
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