DONDERO JAMES D 4
4 · NEXPOINT DIVERSIFIED REAL ESTATE TRUST · Filed Apr 7, 2026
Research Summary
AI-generated summary of this filing
NXDT President James Dondero Converts 106,276 RSUs to Shares
What Happened
- James D. Dondero, President of NexPoint Diversified Real Estate Trust (NXDT), had restricted share units (RSUs) vest and converted into 59,360 shares on April 3, 2026 and 46,916 shares on April 4, 2026 — a total of 106,276 shares. The Form 4 records these as "exercise or conversion of derivative" (code M) with $0.00 per-share price, meaning the RSUs settled into shares rather than being purchased for cash.
Key Details
- Transaction dates and type: Apr 3, 2026 (59,360 shares) and Apr 4, 2026 (46,916 shares); reported as derivative conversion (code M).
- Price/value: $0.00 per share on the reported dispositions — indicates RSU settlement, not a market purchase or cash sale.
- Shares owned after transaction: The Form 4 excerpt provided does not list a single consolidated “owned after” total; footnotes show substantial indirect holdings through entities Mr. Dondero controls (see notable footnotes below).
- Notable footnotes:
- F1: Each restricted share unit represents a contingent right to one common share.
- F7 & F8: These transactions correspond to prior RSU grants (Apr 3, 2025 and Apr 4, 2023) with scheduled vesting; portions vested on Apr 3–4, 2026.
- F2–F6: Many shares are held through entities, trusts, and custodial accounts (including holdings for a child under UTMA and entities Mr. Dondero controls). He disclaims beneficial ownership except to the extent of pecuniary interest.
- Filing: Report filed Apr 7, 2026 (Form 4 accession 0001437749-26-011660).
Context
- What this means: These entries reflect RSU vesting/settlement (derivative conversion), not an open-market purchase or sale. The $0.00 price indicates conversion from RSUs into ordinary shares rather than a cash purchase.
- For investors: RSU vesting is routine compensation-related activity and doesn’t necessarily signal a buy-or-sell view by the insider. As a significant controller of related entities, Mr. Dondero’s broader ownership is largely held indirectly through funds and companies referenced in the footnotes.
Insider Transaction Report
Form 4
DONDERO JAMES D
DirectorSee Remarks10% Owner
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-04-03+59,360→ 5,762,058.06 total - Exercise/Conversion
Common Stock
[F1]2026-04-04+46,916→ 5,808,974.06 total - Exercise/Conversion
Restricted Share Units
[F1][F7]2026-04-03−59,360→ 178,086 total→ Common Shares (59,360 underlying) - Exercise/Conversion
Restricted Share Units
[F1][F8]2026-04-04−46,916→ 46,916 total→ Common Shares (46,916 underlying)
Holdings
- 7,098.869(indirect: By Children)
Common Stock
[F2] - 7,083.035(indirect: By Children)
Common Stock
[F2] - 7,098.88(indirect: By Children)
Common Stock
[F2] - 5,263.478(indirect: By Children)
Common Stock
[F2] - 5,037.917(indirect: By Children)
Common Stock
[F2] - 7,098.88(indirect: By Children)
Common Stock
[F2] - 2,827,561.05(indirect: See Footnote)
Common Stock
[F3] - 821,015(indirect: See Footnote)
Common Stock
[F4] - 2,231,103(indirect: See Footnote)
Common Stock
[F5] - 628,351(indirect: See Footnote)
Common Stock
[F6] - 87,330.648(indirect: By employee benefit plan)
Common Stock
Footnotes (8)
- [F1]Each restricted share unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust.
- [F2]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.
- [F3]41,733 shares are held by Drugcrafters, L.P. ("Drugcrafters"), 92,230.17 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 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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]On April 3, 2025, the reporting person was granted 237,446 restricted share units. The restricted share 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.
- [F8]On April 4, 2023, the reporting person was granted 187,662 restricted share units. The restricted share 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.
Signature
/s/ Paul Richards, as attorney-in-fact for James Dondero|2026-04-07