NXDT officer corrects tax withholding share count

NexPoint Diversified Real Estate Trust officer Matt McGraner filed an amended Form 4 to correct a prior tax-withholding entry.

Accepted by SEC EDGAR 06/15/2026 - 06:27 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust officer Matt McGraner filed an amended Form 4 to correct a prior tax-withholding entry. The filing clarifies that upon vesting of 73,125 restricted share units on March 18, 2026, 24,837 shares of common stock were withheld to cover tax liability, rather than the 27,821 shares previously reported. Following this correction, McGraner is shown as directly holding 238,999.9675 shares of common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 24,837 shares

Exercise Price or Tax Liability 1 txn

Insider McGraner Matt

Role See Remarks

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	24,837	$4.41	$110K

Holdings After Transaction: Common Stock — 238,999.9675 shares (Direct)

Footnotes (1)

1. F1. On April 6, 2026, the reporting person filed a Form 4 (the "Form 4") which inadvertently reported that 27,821 shares were withheld to satisfy tax liability upon the vesting of 73,125 restricted share units. The number of shares actually withheld was 24,837. This amendment is being filed to correctly state the number of shares withheld upon the vesting of the restricted share units on March 18, 2026 reported on the Form 4 and the number of shares directly held thereafter.

Key Figures

Shares withheld for taxes: 24,837 shares Incorrect prior withheld amount: 27,821 shares RSUs vested: 73,125 units +2 more

5 metrics

Shares withheld for taxes 24,837 shares Tax-withholding disposition on March 18, 2026

Incorrect prior withheld amount 27,821 shares Originally reported in April 6, 2026 Form 4

RSUs vested 73,125 units Restricted share units vested on March 18, 2026

Withholding reference price $4.41 per share Price used for tax-withholding disposition

Shares held after transaction 238,999.9675 shares Direct NXDT common stock holdings after correction

Key Terms

restricted share units, tax liability, Form 4, tax-withholding disposition

4 terms

restricted share units financial

"upon the vesting of 73,125 restricted share units"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

tax liability financial

"shares were withheld to satisfy tax liability upon the vesting"

Form 4 regulatory

"the reporting person filed a Form 4 (the "Form 4") which inadvertently reported"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

tax-withholding disposition financial

"tax-withholding disposition related to RSU vesting, not an open-market sale"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the NXDT Form 4/A amendment for Matt McGraner change?

The Form 4/A corrects a prior tax-withholding entry for restricted share units. It revises the number of NXDT shares withheld for taxes and updates McGraner’s directly held common stock balance to accurately reflect the vesting event and resulting share ownership.

How many NEXPOINT DIVERSIFIED REAL ESTATE TRUST shares were actually withheld for taxes?

The amendment states that 24,837 NXDT common shares were withheld to satisfy tax liability. This replaced an earlier report that 27,821 shares were withheld, ensuring the recorded tax-related share disposition aligns with the actual number tied to the RSU vesting.

What RSU vesting event is referenced in the NXDT Form 4/A filing?

The filing refers to the vesting of 73,125 restricted share units on March 18, 2026. That vesting triggered the tax-withholding disposition of NexPoint Diversified Real Estate Trust common shares to cover associated taxes, which this amendment now reports with corrected share figures.

How many NXDT shares does Matt McGraner hold directly after the correction?

After correcting the tax-withholding amount, the Form 4/A reports that Matt McGraner directly holds 238,999.9675 NXDT common shares. This updated figure reflects the accurate impact of the March 18, 2026 restricted share unit vesting and related tax-withholding transaction.

Does the NXDT Form 4/A reflect an open-market sale of shares?

No, the Form 4/A describes a tax-withholding disposition related to RSU vesting, not an open-market sale. Shares were withheld to satisfy tax obligations upon vesting, which is a mechanical administrative process rather than a discretionary purchase or sale in the open market.

Why was the original NXDT Form 4 filing considered inaccurate?

The original filing reported 27,821 shares withheld for tax liability, which the amendment notes was inadvertent. The actual number withheld was 24,837 shares, so the Form 4/A was submitted to align the reported tax-withholding and post-vesting share ownership with the correct figures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

McGraner Matt

(Last) (First) (Middle)

300 CRESCENT COURT, SUITE 700

(Street)

DALLAS TEXAS 75201

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/06/2026

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
Common Stock	03/18/2026		F		24,837(1)	D	$4.41	238,999.9675	D

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

Explanation of Responses:

1. On April 6, 2026, the reporting person filed a Form 4 (the "Form 4") which inadvertently reported that 27,821 shares were withheld to satisfy tax liability upon the vesting of 73,125 restricted share units. The number of shares actually withheld was 24,837. This amendment is being filed to correctly state the number of shares withheld upon the vesting of the restricted share units on March 18, 2026 reported on the Form 4 and the number of shares directly held thereafter.

Remarks:

Executive VP and Chief Investment Officer

	/s/ Paul Richards, as attorney-in-fact for Matt McGraner	06/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)