DONDERO JAMES D 4

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.