SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* DONDERO JAMES D (Last) (First) (Middle) 300 CRESCENT COURT, SUITE 700 (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NEXPOINT DIVERSIFIED REAL ESTATE TRUST [ NXDT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 05/15/2025
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2025		A		84,735.06	A	(1)	1,849,656.49(5)	I	See Footnote(2)
Common Stock	05/15/2025		A		94,657.16	A	(3)	1,944,313.65	I	See Footnote(2)
Common Stock	05/15/2025		A		119,491.06	A	(4)	2,063,804.71	I	See Footnote(2)
Common Stock								738,415(5)	I	See Footnote(6)
Common Stock								2,066,462(5)	I	See Footnote(7)
Common Stock								4,883,822.9489	D
Common Stock								6,276.26(5)	I	As custodian of UTMA account for child 1(8)
Common Stock								6,262.13(5)	I	As custodian of UTMA account for child 2(8)
Common Stock								6,276.27(5)	I	As custodian of UTMA account for child 3(8)
Common Stock								4,655.15(5)	I	As custodian of UTMA account for child 4(8)
Common Stock								4,454.51(5)	I	As custodian of UTMA account for child 5(8)
Common Stock								6,276.27(5)	I	As custodian of UTMA account for child 6(8)
Common Stock								581,919(5)	I	See Footnote(9)
Common Stock								78,290.2864(5)	I	By employee benefit plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Under the terms of the Advisory Agreement, dated July 1, 2022, by and between NexPoint Diversified Real Estate Trust (the "Company") and NexPoint Real Estate Advisers X, L.P. (the "Adviser"), as amended by that First Amendment to Advisory Agreement dated October 25, 2022, as amended by that Second Amendment to Advisory Agreement, dated April 11, 2023 and as amended by that Third Amendment to Advisory Agreement dated July 22, 2024 (the "Advisory Agreement"), the Adviser receives payment for a portion of its monthly fees under the Advisory Agreement in common shares of the Company. Such common shares received as payment are valued at the volume-weighted average price ("VWAP") of the shares for the 10 trading days prior to the end of the month for which such fees will be paid. The Company issued 84,735.06 common shares to the Adviser as payment of its fees for the month of January at a VWAP of $5.4762 per share.

2. Following the transactions disclosed herein, 37,333 shares are held by Drugcrafters, L.P. ("Drugcrafters"), 81,039.19 shares are held by PCMG Trading Partners XXIII, L.P., 269,139 shares are held by Governance Re Ltd., 5,920 shares are held by NexPoint Real Estate Advisors, L.P., 14,958 shares are held by Highland Capital Management Services, L.P. ("HCM") and 1,661,335.52 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.

3. Under the terms of the Advisory Agreement, the Adviser receives payment for a portion of its monthly fees under the Advisory Agreement in common shares of the Company. Such common shares received as payment are valued at the VWAP of the shares for the 10 trading days prior to the end of the month for which such fees will be paid. The Company issued 94,657.16 common shares to the Adviser as payment of its fees for the month of February at a VWAP of $5.0254 per share.

4. Under the terms of the Advisory Agreement, the Adviser receives payment for a portion of its monthly fees under the Advisory Agreement in common shares of the Company. Such common shares received as payment are valued at the VWAP of the shares for the 10 trading days prior to the end of the month for which such fees will be paid. The Company issued 119,491.06 common shares to the Adviser as payment of its fees for the month of March at a VWAP of $3.9774 per share.

5. Includes shares acquired under a dividend reinvestment plan and shares received pursuant to an elective stock dividend paid on the Company's common shares.

6. 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.

7. Following the transactions disclosed herein, 1,444,014 shares are held by Highland Opportunities and Income Fund, 622,448 shares are held by Highland Global Allocation Fund (each of which are managed by NexPoint Asset Management, L.P. ("NexPoint Asset Management"), 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.

8. 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.

9. 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.

Remarks:

President

	/s/ Paul Richards, as attorney-in-fact for James Dondero	05/19/2025
	** Signature of Reporting Person	Date
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