DONDERO JAMES D 4
4 · NexPoint Real Estate Finance, Inc. · Filed Apr 6, 2026
Research Summary
AI-generated summary of this filing
NREF James Dondero Receives RSUs, Exercises/Converts Derivatives
What Happened
James D. Dondero (reported as a 10% owner) received a grant of 197,789 restricted stock units (RSUs) on April 2, 2026. The Form 4 also shows exercises/conversions of derivative instruments on April 3 and April 4, 2026 for a combined 70,114 shares (36,830 on April 3 and 33,284 on April 4). The reported transactions list $0.00 as the per-share amount for the grant and for the reported dispositions/conversions.
Key Details
- Transaction dates: Grant (A) on 2026-04-02; Exercises/Conversions (M) on 2026-04-03 and 2026-04-04.
- Share counts: 197,789 RSUs granted; 36,830 and 33,284 shares exercised/converted (70,114 total).
- Prices/Value: Reported at $0.00 per share in the filing for these items (typical for RSU grants and many conversions reported as derivative settlements). No cash value is listed in the Form 4 excerpt.
- Filing/timeliness: Form covers period ending 2026-04-02 and was filed 2026-04-06; the filing appears timely.
- Footnotes of note:
- F1/F8: Each RSU represents a contingent right to one share; the April 2, 2026 RSUs vest in four installments (2027–2030) and settlement generally occurs within 10 days of vesting (may be cash at committee’s discretion).
- F9/F10: Earlier RSU grants (2023 and 2025) and their vest schedules are disclosed.
- F3–F7: Many shares are held by funds/vehicles managed by NexPoint-related entities; Mr. Dondero may be deemed an indirect beneficial owner of those shares but disclaims beneficial ownership except to the extent of his pecuniary interest.
- Shares owned after transaction: Not specified in the provided excerpt of the filing.
Context
These entries are primarily grants of RSUs and conversions/exercises of derivative awards rather than open-market purchases or discretionary sales. For RSUs, the common pattern is grant → vest → conversion/settlement; the Form 4 shows both acquisition and immediate disposition entries for the exercised amounts, which often reflect settlement mechanics (for example, shares issued and then withheld or surrendered as part of settlement/tax withholding), though the filing itself does not state the precise reason for the dispositions. As a 10% owner with holdings across managed funds and trusts, Mr. Dondero’s Form 4 reflects both personal and entity-related disclosures rather than a straightforward insider “buy” signal.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1][F2]2026-04-03+36,830→ 458,966 total - Exercise/Conversion
Common Stock
[F1]2026-04-04+33,284→ 492,250 total - Award
Restricted Stock Units
[F1][F8]2026-04-02+197,789→ 197,789 total→ Common Stock (197,789 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F9]2026-04-03−36,830→ 110,489 total→ Common Stock (36,830 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F10]2026-04-04−33,284→ 33,283 total→ Common Stock (33,284 underlying)
- 5,694,671(indirect: See Footnote)
Common Stock
[F3] - 3,649,759(indirect: See Footnote)
Common Stock
[F4] - 327,286(indirect: See Footnote)
Common Stock
[F5] - 1,800(indirect: See Footnote)
Common Stock
[F6] - 248,996(indirect: By Trust)
Common Stock
[F2][F7]
Footnotes (10)
- [F1]Each restricted stock unit represents a contingent right to receive one share of common stock of NexPoint Real Estate Finance, Inc. (the "Issuer").
- [F2]Includes shares acquired under the dividend reinvestment plan of the Issuer.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]These shares are held by a limited liability company in which the trust referenced in footnote 5 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.
- [F7]These shares are held by a trust. Mr. Dondero disclaims beneficial ownership of such shares.
- [F8]On April 2, 2026, the reporting person was granted 197,789 restricted stock units. The restricted stock units vest one-fourth on April 2, 2027, one-fourth on February 15, 2028, one-fourth on February 15, 2029 and one-fourth on February 15, 2030. 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 3, 2025, the reporting person was granted 147,319 restricted stock units. The restricted stock units vested one-fourth on April 3, 2026 and will vest 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.
- [F10]On April 4, 2023, the reporting person was granted 133,135 restricted stock units. The restricted stock units vested one-fourth on April 4, 2024, one-fourth on April 4, 2025 and one-fourth on April 4, 2026 and will vest 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.