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

Rhea-AI Filing Summary

Matt McGraner, Executive VP and Chief Investment Officer of NexPoint Diversified Real Estate Trust (NXDT), was granted 57,323.76 LTIP Units on 04/17/2025. Of the total award, 50,157 LTIP Units vested immediately as of the grant date and 7,166.76 LTIP Units remain subject to future vesting on December 13, 2025. Each LTIP Unit may be redeemed for cash or common shares at the issuer's option and is subject to adjustment for corporate events. The grant arose under an Agreement and Plan of Merger tied to the closing of NHT Hospitality, Inc.'s merger, with an exchange rate derived from $0.36 divided by the ten-day VWAP of $3.7228. This filing is an amendment to correct the number of LTIP Units that vested immediately.

Positive

• Immediate vesting of 50,157 LTIP Units provides near-term alignment between the reporting person and shareholders
• Total grant of 57,323.76 LTIP Units is a meaningful equity award tied to the merger consideration
• Remaining units vest on a defined date (December 13, 2025) and do not expire, supporting retention

Negative

• Amendment was required to correct the originally reported vested unit count, indicating an earlier reporting error

Insights

Compensation & Equity Analyst

TL;DR: Significant equity grant with immediate vesting aligns executive pay to merger outcomes.

This award of 57,323.76 LTIP Units, of which 50,157 vested immediately, represents a material equity-based payment tied to the merger consideration. Immediate vesting increases the reporting person’s current economic exposure to NXDT common shares because LTIP Units are redeemable for cash or shares at the issuer's option. The remaining 7,166.76 units vest on a known future date (December 13, 2025) and have no expiration, which preserves retention value. The grant’s conversion formula references a $0.36 numerator over a 10-day VWAP of $3.7228, linking unit counts to market price at merger close.

Corporate Governance Specialist

TL;DR: Amendment corrects reporting but does not change the substance of the grant.

The filing is an amendment to accurately state vested units, indicating administrative correction rather than a change in economic terms. The form clarifies vesting mechanics and settlement windows (generally within 10 days of vesting and possibly settled in cash). The signature by an attorney-in-fact and the explicit explanation of conversion and adjustment provisions are consistent with required Section 16 disclosure practices.

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
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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^*

McGraner Matt

(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)		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:

Executive VP and Chief Investment Officer 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 Matt McGraner	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.

FAQ

What did Matt McGraner report on Form 4/A for NXDT?

He reported a grant of 57,323.76 LTIP Units on 04/17/2025, of which 50,157 vested immediately and 7,166.76 vest on December 13, 2025.

How can the LTIP Units be settled for NXDT (symbol NXDT)?

Each LTIP Unit may be redeemed 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 at the Compensation Committee's discretion.

Why was this Form 4 amended (Form 4/A)?

The amendment corrects the number of LTIP Units that vested immediately as of the grant date; the original filing misstated the vested amount.

What triggered the award of LTIP Units to McGraner?

The award was granted pursuant to an Agreement and Plan of Merger related to the closing of NHT Hospitality, Inc.'s merger with an exchange rate based on $0.36 divided by a ten-day VWAP of $3.7228.

Who signed the amended Form 4 on behalf of Matt McGraner and when?

The form was signed by Paul Richards as attorney-in-fact for Matt McGraner on 09/16/2025.