NexPoint (NXDT) Amends Form 4: LTIP Grant and Immediate Vesting Details

Rhea-AI Filing Summary

Brian Mitts, a director of NexPoint Diversified Real Estate Trust (NXDT), was granted 33,071.85 LTIP Units on 04/17/2025. Of those units, 28,936 vested immediately on the grant date; the remaining 4,133.85 units vest on 12/13/2025 and do not expire. Each LTIP Unit may be redeemed for cash or common shares at the issuer's option and is subject to adjustment for corporate actions. The LTIP Units were issued as replacement equity under a November 22, 2024 merger agreement using a specified exchange rate tied to the 10-day VWAP prior to closing. This filing is an amendment correcting the number of units that vested immediately and was originally reported on 04/21/2025.

Positive

• Grant of 33,071.85 LTIP Units to a director strengthens alignment of management and stockholders by granting equity-linked incentives.
• Immediate vesting of 28,936 units provides the reporting person with immediate economic interest and clarifies current beneficial ownership.
• Amendment corrects prior disclosure, improving transparency and accuracy of public filings.

Negative

• Initial Form 4 required correction, indicating a prior reporting error which may raise oversight or compliance questions.
• Potential dilution if the LTIP Units are settled in common shares rather than cash, increasing outstanding shares.

Insights

Financial Analyst

TL;DR: Insider received 33,071.85 LTIP Units with most vesting immediately, a moderate compensation event for shareholders to note.

The grant of 33,071.85 LTIP Units, with 28,936 vested immediately, represents a meaningful executive/director equity compensation action tied to a prior merger consideration formula. Immediate vesting of the majority of units accelerates potential dilution or future share issuance if units are settled in common shares, though settlement may occur in cash at the Compensation Committee's discretion. The replacement nature of the award (from the merger) clarifies this is a transactional conversion rather than a standalone new incentive program.

Corporate Governance Expert

TL;DR: Amendment corrects prior disclosure; shows attention to reporting accuracy but highlights an earlier filing error.

The amendment corrects the number of LTIP Units that vested immediately, improving disclosure accuracy. While corrective amendments are common, they indicate initial reporting errors that investors and compliance teams monitor. The award terms—no expiration for unvested units and issuer discretion to settle in cash—are notable governance features affecting how compensation translates to equity ownership.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mitts Brian

Role Director

Type	Security	Shares	Price	Value
Other	Profits LTIP Units	4,133.85	$0.00	$0.00
Other	Profits LTIP Units	28,936	$0.00	$0.00

Holdings After Transaction: Profits LTIP Units — 37,205.7 shares (Direct)

Footnotes (4)

1. F1. Represents LTIP Units in NexPoint Diversified Real Estate Trust Operating Partnership, L.P., a Delaware limited partnership and the OP. Each LTIP Unit can ultimately be redeemed by the reporting person for cash or common shares of the Issuer at the option of the Issuer.
2. F2. Acquired pursuant to that certain Agreement and Plan of Merger, dated as of November 22, 2024, by and among the Issuer, OP, and those certain other parties thereto as replacement for previously granted equity interests in one of the target entities, 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.
3. F3. On April 17, 2025, the reporting person was granted 33,071.85 LTIP Units of which 28,936 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. F4. Subject to adjustment for certain events including stock splits, reverse stock splits, stock dividends and recapitalizations of Issuer.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/16/2025 - 05:03 PM Learn about SEC filing dates

FAQ

What LTIP Units did Brian Mitts receive according to the NXDT Form 4/A?

The filing reports a grant of 33,071.85 LTIP Units, of which 28,936 vested immediately on 04/17/2025 and 4,133.85 vest on 12/13/2025.

When were the LTIP Units granted and when did they vest?

The LTIP Units were granted on 04/17/2025; 28,936 units vested immediately and the remainder vests on 12/13/2025.

How can LTIP Units be settled for NXDT?

Each LTIP Unit may be redeemed by the reporting person for cash or common shares of the issuer at the issuer's option, with settlement generally within 10 days of vesting; cash settlement is at the Compensation Committee's discretion.

Why was this Form 4 amended?

The amendment, filed after the original Form 4, was submitted to correct the number of LTIP Units that vested immediately as of the grant date.

Was the LTIP grant related to a prior transaction?

Yes, the LTIP Units were acquired pursuant to an Agreement and Plan of Merger dated November 22, 2024 as replacement for previously granted equity interests, using a specified exchange rate tied to the 10-day VWAP prior to the merger closing.

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^*

Mitts Brian

(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		10% Owner
	Officer (give title below)		Other (specify below)

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(1)	(1)	04/17/2025		J(2)		4,133.85		(3)	(3)	Common Shares	4,133.85(4)	(2)	4,133.85	D
Profits LTIP Units(1)	(1)	04/17/2025		J(2)		28,936		(3)	(3)	Common Shares	28,936(4)	(2)	33,071.85	D

Explanation of Responses:

1. Represents LTIP Units in NexPoint Diversified Real Estate Trust Operating Partnership, L.P., a Delaware limited partnership and the OP. Each LTIP Unit can ultimately be redeemed by the reporting person for cash or common shares of the Issuer at the option of the Issuer.

2. Acquired pursuant to that certain Agreement and Plan of Merger, dated as of November 22, 2024, by and among the Issuer, OP, and those certain other parties thereto as replacement for previously granted equity interests in one of the target entities, 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.

3. On April 17, 2025, the reporting person was granted 33,071.85 LTIP Units of which 28,936 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:

On April 21, 2025, the reporting person filed a Form 4 (the "Form") that reported that 24,803.55 Profits LTIP Units ("LTIP Units") in NexPoint Diversified Real Estate Trust Operating Partnership, L.P., a Delaware limited partnership and 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 Brian Mitts	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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