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  4. [Form 4/A] NEXPOINT DIVERSIFIED REAL ESTATE TRUST Amended Insider Trading Activity

NexPoint (NXDT) Amends Form 4 to Correct LTIP Vesting Amounts

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust reported an amended Form 4 showing that Paul Richards, an officer and director, was granted a total of 13,228.56 LTIP Units in the Issuer's operating partnership, of which 11,574 LTIP Units vested immediately at grant. The remaining LTIP Units vest on December 13, 2025 and do not expire. Each LTIP Unit can be redeemed for cash or common shares at the Issuer's option, and settlement generally occurs within 10 days of vesting though the Compensation Committee may elect cash settlement. The amendment corrects a prior filing that misstated the number of units that vested on the grant date.

Positive

  • Improved disclosure: Amendment corrects previously misstated vesting figures, increasing transparency.
  • Alignment with issuer: LTIP Units can be redeemed for cash or common shares, aligning executive compensation with shareholder outcomes.
  • Clear vesting schedule: Remaining units vest on December 13, 2025 and do not expire, providing predictable timing for settlement.

Negative

  • Large immediate vesting: 11,574 of 13,228.56 units vested immediately, which may reduce retention incentives compared with fully time‑vested awards.
  • Potential near-term dilution or cash outlay: Units are redeemable for common shares or cash at the issuer's option, creating a possible increase in share count or cash requirements.
  • Prior reporting error: Initial Form 4 misstated the number of vested units, indicating a disclosure control lapse that required amendment.

Insights

TL;DR: Corrected disclosure shows substantial immediate vesting, improving transparency but raising governance and disclosure considerations.

The amended Form 4 clarifies that 11,574 of 13,228.56 LTIP Units granted to an officer vested immediately, rectifying a prior misstatement. Immediate vesting of the bulk of a grant can reduce retention incentives unless other conditions exist; however, the disclosure improves transparency by specifying vesting schedule, settlement timing and the issuer's option to settle in cash or shares. The filing also explains conversion mechanics and adjustment protections for corporate actions, which is helpful for assessing potential dilution and payout mechanics.

TL;DR: A substantial LTIP grant with most units vested at grant affects compensation expense timing and potential near-term dilution.

The grant of 13,228.56 LTIP Units, with 11,574 vested immediately and the remainder vesting later in the year, indicates a mix of immediate and deferred compensation. Settlement generally occurs within 10 days of vesting and may be in cash at the Compensation Committee's discretion, which creates flexibility in how the award impacts cash flows and share count. The agreement references a merger-related exchange formula used to determine the grant amount, providing context for the award's origin and valuation basis.

Insider Richards Paul
Role See Remarks
Type Security Shares Price Value
Other Profits LTIP Units 1,654.56 $0.00 $0.00
Other Profits LTIP Units 11,574 $0.00 $0.00
Holdings After Transaction: Profits LTIP Units — 14,883.12 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 13,228.56 LTIP Units of which 11,574 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 →

FAQ

What did Paul Richards report on the amended Form 4 for NXDT?
The amendment reports a grant of 13,228.56 LTIP Units, of which 11,574 vested immediately and the remainder vests on December 13, 2025.

How can the LTIP Units be settled for NXDT awards?
Each LTIP Unit can be redeemed by the reporting person for cash or common shares of the Issuer at the Issuer's option; settlement generally occurs within 10 days of vesting.

Why was an amendment filed to the Form 4 for NXDT?
The amendment was filed to correct the number of LTIP Units that vested immediately as of the grant date, updating a prior misstatement.

When do the unvested LTIP Units vest for NXDT?
The unvested portion of the grant vests on December 13, 2025 and those units are not subject to expiration.

How was the number of LTIP Units determined in this NXDT transaction?
The units were issued as replacement equity under an Agreement and Plan of Merger using an exchange rate tied to $0.36 divided by a ten‑day VWAP that equaled $3.7228 at the referenced 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*
Richards Paul
(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(1) (1) 04/17/2025 J(2) 1,654.56 (3) (3) Common Shares 1,654.56(4) (2) 1,654.56 D
Profits LTIP Units(1) (1) 04/17/2025 J(2) 11,574 (3) (3) Common Shares 11,574(4) (2) 13,228.56 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 13,228.56 LTIP Units of which 11,574 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:
Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary On April 21, 2025, the reporting person filed a Form 4 (the "Form") that reported that 9,921.42 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR