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

Rhea-AI Filing Summary

James Dondero, a director, 10% owner and president of NexPoint Diversified Real Estate Trust (NXDT), amended a Form 4 to report receipt of 57,323.76 LTIP Units in the issuer's operating partnership on April 17, 2025. Of those units, 50,157 vested immediately and 7,166.76 remain unvested and will vest on December 13, 2025. Each LTIP Unit can be redeemed for cash or common shares at the issuer's option. The units were issued pursuant to a merger agreement tied to an exchange formula using $0.36 divided by a 10-day VWAP of $3.7228. This filing corrects the number of units that vested as of the grant date.

Positive

• Corrected disclosure improves transparency by stating the accurate number of LTIP Units vested as of the grant date
• Majority of units vested immediately (50,157 of 57,323.76), aligning executive interests with shareholders without delayed vesting for most units

Negative

• Potential future dilution or cash outflow due to ability to settle LTIP Units in common shares or cash at issuer's option
• Compensation tied to prior merger exchange formula which may reflect transaction-specific valuations rather than current market price

Insights

Corporate Governance Expert

TL;DR: Insider amendment clarifies executive compensation via equity-linked LTIP units; no immediate cash impact disclosed.

The amendment corrects the record of LTIP Units granted and vested to a senior insider, improving transparency on executive remuneration. The grant structure allows settlement in cash or common shares and links part of the award to a merger exchange formula, which ties award size to prior transaction pricing. Vesting timing is explicit with a majority vested immediately and a small tranche vesting later, which affects potential dilution timing. The filing does not disclose any sales, purchases of stock, option exercises, or cash proceeds.

Compensation Analyst

TL;DR: 57,323.76 LTIP Units granted, 50,157 vested now; remaining 7,166.76 vest Dec 13, 2025—structure allows share or cash settlement.

The award is a mix of immediately vested and time-vested unit awards with redemption flexibility, typical of long-term incentive plans. The settlement window (generally within 10 days of vesting) and Committee discretion to settle in cash are noted, which may influence future share count or cash outflows. The amendment solely corrects the vesting quantity and does not indicate any change to the plan terms or additional compensation beyond the grant described.

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

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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^*

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)
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)		7,166.76		(3)	(3)	Common Shares	7,166.76(4)	(1)	7,166.76	D
Profits LTIP Units(2)	(2)	04/17/2025		J(1)		50,157		(3)	(3)	Common Shares	50,157(4)	(1)	57,323.76	D

Explanation of Responses:

1. Acquired pursuant to that certain Agreement and Plan of Merger, dated as of November 22, 2024, by and among NexPoint Diversified Real Estate Trust (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 Unit 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 57,323.76 LTIP Units of which 50,157 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:

President On April 21, 2025, the reporting person filed a Form 4 (the "Form") that reported that 42,992.82 Profits LTIP Units ("LTIP Units") in NexPoint Diversified Real Estate Trust Operating Partnership, L.P. (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 James Dondero	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.
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FAQ

What did James Dondero report in the NXDT Form 4/A?

He reported receiving 57,323.76 LTIP Units on April 17, 2025, of which 50,157 vested immediately and 7,166.76 vest on December 13, 2025.

How can the LTIP Units be settled?

Each LTIP Unit may be redeemed for cash or common shares of NexPoint Diversified Real Estate Trust at the issuer's option, with settlement generally within 10 days of vesting.

Why was this Form 4 amended?

The amendment corrects the number of LTIP Units that vested immediately as of the April 17, 2025 grant date.

Was the grant related to a merger?

Yes. The units were acquired pursuant to an Agreement and Plan of Merger and used an exchange rate equal to $0.36 divided by a 10-day VWAP of $3.7228.

What roles does the reporting person hold at NXDT?

James Dondero is listed as a director, a 10% owner, and President in the Form 4/A.