[Form 4] NexPoint Diversified Real Estate Trust Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview: Director Arthur B. Laffer of NexPoint Diversified Real Estate Trust (NXDT) reported two open-market purchases on 25-26 June 2025. He acquired 5,500 shares at $4.14 and 5,750 shares at $4.20, totaling 11,250 shares for roughly $46.9  thousand.

Following the transactions, Laffer’s direct holdings rose to 70,737 shares. In addition, he indirectly controls 101,874 shares through a limited-liability company, bringing his aggregate beneficial ownership to approximately 172,611 shares. The filing notes that indirect ownership is disclaimed except for his pecuniary interest.

No derivative security activity was reported. The transactions were coded "P" (open-market purchases) and were not flagged as part of a Rule 10b5-1 trading plan.

Investor takeaways:

• Insider buying generally signals confidence in future performance, though the dollar amount (<$50k) is modest relative to NXDT’s market capitalization.
• The director now owns roughly 0.8 % of NXDT’s outstanding shares (based on ~22 M shares outstanding as of the last 10-K), a small but increasing stake.
• No concurrent sales were disclosed, and no negative commentary accompanied the filing.

Positive

• Director insider purchases signal confidence in NXDT’s prospects.
• Increased alignment between board member and shareholders via expanded direct stake.

Negative

• Dollar value is modest (~$47k), unlikely to materially affect share supply-demand dynamics.
• Purchase size remains below 1 % ownership, limiting strategic influence.

Insights

Securities Analyst

TL;DR: Small but clear insider purchase—positive governance signal, immaterial to valuation.

The purchases add just 11,250 shares, so the immediate earnings or NAV impact is zero. Yet insider buying, especially by a board member, often precedes favorable news or reflects undervaluation perceptions. The lack of a 10b5-1 plan suggests discretionary conviction. Still, the sub-$50k outlay is negligible versus NXDT’s market cap and daily trading volume, limiting market impact. I view the filing as a mild positive sentiment indicator, not a thesis-changing event.

Corporate Governance Expert

TL;DR: Director increases ownership; aligns incentives, but scale too small to shift control.

Laffer’s growing stake enhances board-shareholder alignment, reinforcing best-practice governance. The continued indirect holding via an LLC, with proper disclosure, keeps transparency intact. However, ownership remains below 1 %, so influence dynamics stay unchanged. No red flags—no accelerated filings, no derivative overlays. Net governance effect: marginally positive.

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^*

LAFFER ARTHUR B

(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)
06/25/2025

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

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
Common Stock	06/25/2025		P		5,500	A	$4.14	70,737	D
Common Stock	06/26/2025		P		5,750	A	$4.2	76,487	D
Common Stock								101,874	I	By limited liability company(1)

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. The reporting person holds these shares indirectly through a limited liability company which the reporting person controls. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	/s/ Paul Richards, as attorney-in-fact for Arthur Laffer	06/27/2025
	** 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

How many NXDT shares did Arthur B. Laffer buy in June 2025?

He purchased 11,250 common shares across two transactions on 25-26 June 2025.

At what prices were the NXDT shares purchased?

The shares were bought at $4.14 and $4.20 per share.

What is Arthur B. Laffer’s total NXDT ownership after the transactions?

He now beneficially owns 70,737 shares directly and 101,874 shares indirectly, totaling about 172,611 shares.

Were any NXDT derivative securities involved in this Form 4?

No. No derivative securities were acquired or disposed of in the reported period.

Was the transaction executed under a Rule 10b5-1 trading plan?

The filing did not indicate use of a Rule 10b5-1 plan; the purchases appear discretionary.