NEXPOINT (NXDT) amends Form 4 to correct vested LTIP Units count

Rhea-AI Filing Summary

NEXPOINT DIVERSIFIED REAL ESTATE TRUST (NXDT) reporting person D.C. Sauter Jr. was granted 7,252.5 Profits LTIP Units in the issuer's operating partnership on 04/17/2025, of which 6,345 LTIP Units vested immediately at grant and 907.5 vested immediately as well for a combined 7,252.5 units. The grant was issued pursuant to the merger agreement related to NHT Hospitality, Inc., using an exchange rate equal to $0.36 divided by the 10‑day VWAP prior to the merger close, which equaled $3.7228. Each LTIP Unit can be redeemed for cash or common shares at the issuer's option; settlement generally occurs within 10 days of vesting and may be settled in cash at the Compensation Committee's discretion. This Form 4/A amends a prior filing to correct the number of LTIP Units that vested immediately as of the grant date.

Positive

• Clear economic alignment: LTIP Units are redeemable for cash or common shares, aligning executive interests with shareholders
• Majority vested immediately: 6,345 of 7,252.5 units vested at grant, providing immediate compensation alignment

Negative

• Corrective amendment filed: prior Form 4 misstated the number of LTIP Units that vested immediately, indicating an earlier reporting inaccuracy

Insights

Corporate Governance Expert

TL;DR: Amendment corrects vested LTIP unit count; routine executive equity grant tied to merger consideration.

The filing documents a corrected insider disclosure showing a total grant of 7,252.5 Profits LTIP Units, with 6,345 units vested immediately. The units arise from the merger consideration mechanics and are redeemable for cash or shares at the issuer's option, which aligns incentives between management and public shareholders. The amendment indicates prior reporting inaccuracy but does not change the underlying economic terms of the award. For governance, accurate and timely disclosures matter; this correction restores clarity on outstanding insider economic exposure without signaling a substantive change in compensation policy.

Compensation / Equity Analyst

TL;DR: Material quantum: 7,252.5 LTIP Units granted; majority vested immediately—affects near-term potential share dilution or cash settlement exposure.

The grant converts to common shares using a specified exchange formula tied to a $3.7228 VWAP reference and is structured as LTIP Units redeemable for cash or stock. Immediate vesting of 6,345 units increases near-term settlement cadence since settlement generally occurs within 10 days of vesting. The presence of discretionary cash settlement authority may affect short‑term cash requirements and share count volatility, depending on the Compensation Committee's decisions, but the filing itself is a routine equity award disclosure and the amendment simply corrects the reported vested quantity.

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

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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^*

Sauter Dennis Charles Jr

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/21/2025

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

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
Profits LTIP Units(2)	(2)	04/17/2025		J(1)		907.5		(3)	(3)	Common Shares	907.5(4)	(1)	907.5	D
Profits LTIP Units(2)	(2)	04/17/2025		J(1)		6,345		(3)	(3)	Common Shares	6,345(4)	(1)	7,252.5	D

Explanation of Responses:

1. Acquired pursuant to that certain Agreement and Plan of Merger, dated as of November 22, 2024, by and among the Issuer, the OP, and those certain other parties thereto, with the exchange rate being equal to the quotient of $0.36 divided by the volume weighted average price of the shares of Common Stock quoted on the New York Stock Exchange for the ten (10) trading days prior to the closing of the merger of NHT Hospitality, Inc. with and into one of the Issuer's wholly owned subsidiaries which equaled $3.7228.

2. Represents LTIP Units in the OP. Each LTIP Units can ultimately be redeemed by the reporting person for cash or common shares of the Issuer at the option of the Issuer.

3. On April 17, 2025, the reporting person was granted 7,252.5 LTIP Units of which 6,345 were vested immediately as of the grant date. The remaining LTIP Units will vest on December 13, 2025 and are not subject to expiration. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

4. Subject to adjustment for certain events including stock splits, reverse stock splits, stock dividends and recapitalizations of Issuer.

Remarks:

General Counsel and Secretary On April 21, 2025, the reporting person filed a Form 4 (the "Form") that reported that 5,439.375 Profits LTIP Units ("LTIP Units") in NexPoint Diversified Real Estate Trust's (the "Issuer") operating partnership (the "OP") were vested immediately as of April 17, 2025, the grant date. This amendment is being filed to correctly state the number of LTIP Units that vested immediately as of the grant date.

	/s/ Paul Richards, as attorney-in-fact for D.C. Sauter	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What LTIP award did NXDT insider D.C. Sauter Jr. receive?

The reporting person was granted 7,252.5 Profits LTIP Units in the operating partnership, with 6,345 units vested immediately as of the 04/17/2025 grant.

How are the LTIP Units settled for NXDT (NXDT)?

Each LTIP Unit is redeemable for cash or common shares of the issuer at the issuer's option; settlement generally occurs within 10 days of vesting and may be settled in cash.

Why does the Form 4/A amend the prior filing for NXDT?

The amendment corrects the number of LTIP Units that vested immediately as of the grant date; the prior Form 4 reported an incorrect vested amount.

What merger-related formula affected the award conversion?

The exchange rate for the award used the quotient of $0.36 divided by the 10‑day VWAP prior to the merger close, where the VWAP equaled $3.7228.

Did any LTIP Units remain unvested after the grant?

Yes. Of the 7,252.5 LTIP Units granted, 907.5 units did not vest immediately and are scheduled to vest on 12/13/2025, with no expiration stated.