DONDERO JAMES D 4

What Happened

• James D. Dondero, President and reported 10% owner, disclosed two acquisitions (awards) totaling 212,863.17 common shares of NexPoint Diversified Real Estate Trust. The shares were issued to NexPoint Real Estate Advisers X, L.P. (the Adviser) as payment of advisory fees (not an open‑market purchase). The Company issued 93,380.41 shares for July fees at a VWAP of $4.7863 ($446,946.66) and 119,482.76 shares for August fees at a VWAP of $3.8346 ($458,168.59), for a combined value of about $905,115.

Key Details

• Transaction dates and values:
  • 2026-01-16: 93,380.41 shares issued to Adviser at VWAP $4.7863 ≈ $446,946.66 (footnote F1).
  • 2026-01-16: 119,482.76 shares issued to Adviser at VWAP $3.8346 ≈ $458,168.59 (footnote F4).
• Shares reported after these transactions (per filing, footnote F3): Adviser holds 2,388,118.17 shares; other related entities hold additional amounts (Drugcrafters, PCMG, Governance Re Ltd., HCM — see filing). Mr. Dondero is the ultimate controller of those entities and may be deemed an indirect beneficial owner but disclaims beneficial ownership except to the extent of his pecuniary interest.
• Nature of transaction: Code "A" — award/grant/acquisition as fee payment to the Adviser under the Advisory Agreement (fees paid in stock prior to Sept 2025).
• Filing timeliness: Transaction date 2026-01-16; Form filed 2026-01-21 (appears late — filed 5 days after the reported transaction).

Context

• These were stock issuances to the Adviser as compensation under an advisory agreement (valued at a 10‑day VWAP), not personal open‑market buys or sales by Mr. Dondero. As a 10% owner who controls the Adviser and related entities, Dondero may be considered an indirect beneficial owner of shares held by those entities; he disclaims direct beneficial ownership except for his pecuniary interest. Such fee‑for-stock issuances are routine corporate compensation and do not necessarily signal personal trading intent.