DONDERO JAMES D 4
4 · NexPoint Real Estate Finance, Inc. · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
NREF (NexPoint) 10% Owner James Dondero Converts 38,438 RSUs
What Happened
- James D. Dondero (reported as a 10% owner) converted/exercised a derivative award (reported as code M) to acquire 38,438 shares of NexPoint Real Estate Finance, Inc. (NREF) on March 13, 2026. The filing also shows the corresponding derivative instrument disposed at $0.00, indicating conversion/settlement rather than a cash sale of the underlying shares.
- The transaction reflects the vesting/settlement of restricted stock units (RSUs) — each RSU represents a contingent right to one share — and no cash was reported as paid or received in the conversion.
Key Details
- Transaction date: 2026-03-13; Form 4 filed: 2026-03-17 (timely filed).
- Shares acquired: 38,438 shares via exercise/conversion (derivative code M). Disposition entry shows 38,438 at $0.00 (derivative converted).
- Price/Value: $0.00 reported for the derivative disposition; no cash proceeds reported for share sales.
- Shares owned after transaction: Not specified in the provided excerpt of the filing.
- Relevant footnotes:
- F1: Each restricted stock unit converts to one share.
- F7: These RSUs were part of a 153,750 grant on March 13, 2024 with staggered vesting; the March 13, 2026 vesting likely produced the 38,438 shares settled within 10 days (settlement may be in cash at the committee's discretion).
- F2–F6: Large holdings are reported through funds and entities managed or advised by NexPoint affiliates; Mr. Dondero may be deemed an indirect owner of those holdings but disclaims beneficial ownership except to the extent of his pecuniary interest.
Context
- This was a conversion/settlement of vested RSUs (derivative exercise), not an open‑market buy or sale of outstanding shares. There is no indication in the filing that the acquired shares were immediately sold (i.e., it was not a cashless exercise followed by a sale).
- As a reported 10% owner with securities held through affiliated funds and trusts, these filings often reflect routine vesting and settlement mechanics rather than direct trading intent.
Insider Transaction Report
Form 4
DONDERO JAMES D
DirectorPresident10% Owner
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-03-13+38,438→ 408,412 total - Exercise/Conversion
Restricted Stock Units
[F1][F7]2026-03-13−38,438→ 76,874 total→ Common Stock (38,438 underlying)
Holdings
- 5,694,671(indirect: See Footnote)
Common Stock
[F2] - 3,649,759(indirect: See Footnote)
Common Stock
[F3] - 327,286(indirect: See Footnote)
Common Stock
[F4] - 1,800(indirect: See Footnote)
Common Stock
[F5] - 240,124(indirect: By Trust)
Common Stock
[F6]
Footnotes (7)
- [F1]Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Real Estate Finance, Inc.
- [F2]1,322,385 shares are held by Highland Global Allocation Fund and 4,372,286 shares are held by Highland Opportunities and Income Fund. These entities are managed by NexPoint Asset Management, L.P. ("NexPoint Asset Management"). Mr. Dondero is the sole stockholder and director of Strand Advisors XVI, Inc., NexPoint Asset Management's general partner, and may be deemed to be an indirect beneficial owner of securities held by NexPoint Asset Management. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F3]2,952,273 shares are held by NexPoint Diversified Real Estate Trust Operating Partnership, L.P., 281,817 shares are held by NexPoint Real Estate Strategies Fund and 415,669 shares are held by NexPoint Capital, Inc. These entities are managed or advised, directly or indirectly, by NexPoint Advisors, L.P. ("NP"). Mr. Dondero is the sole member of NP's general partner, and may be deemed to be an indirect beneficial owner of securities held by NP. Mr. Dondero disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F4]95,207 shares are held by a company which is an indirect wholly owned subsidiary of a trust of which Mr. Dondero is the beneficiary. The remaining shares of common stock are held directly by the trust. Mr. Dondero disclaims beneficial ownership of the shares held directly or indirectly by the trust except to the extent of his pecuniary interest therein.
- [F5]These shares are held by a limited liability company in which the trust referenced in footnote 4 to this Form 4 owns a majority interest. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- [F6]These shares are held by a trust. Mr. Dondero disclaims beneficial ownership of such shares.
- [F7]On March 13, 2024, the reporting person was granted 153,750 restricted stock units. The restricted stock units vested one-fourth on March 13, 2025 and one-fourth on March 13, 2026 and will vest one-fourth on March 13, 2027 and one-fourth on March 13, 2028. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
Signature
/s/ Paul Richards as attorney-in-fact for James Dondero|2026-03-17