NXDT director reports RSU vesting and share return

NexPoint Diversified Real Estate Trust director Carol Swain reported routine equity compensation activity involving restricted share units and common shares.

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust director Carol Swain reported routine equity compensation activity involving restricted share units and common shares. On April 3, 2026, 7,813 restricted share units converted into an equal number of common shares at a stated price of $0.00 per share, reflecting vesting of a grant originally awarded on April 3, 2025. The filing shows 3,906 common shares were then returned to the company in a disposition to the issuer, and Swain now directly holds 25,278.855 common shares, including shares received through elective stock dividends on the company’s common shares.

Insider Trade Summary

7,813 shares exercised/converted

Exercise 3 txns

Insider Swain Carol

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	7,813	$0.00	$0.00
Exercise	Common Stock	7,813	$0.00	$0.00
Disposition	Common Stock	3,906	$0.00	$0.00

Holdings After Transaction: Restricted Share Units — 0 contracts (Direct); Common Stock — 25,278.855 shares (Direct)

Footnotes (4)

1. F1. Each restricted shares unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust (the "Company").
2. F2. Includes shares received pursuant to elective stock dividends paid on the Company's common shares.
3. F3. Represents the portion of previously reported restricted share unit grant that vested on April 3, 2026 and settled in cash.
4. F4. On April 3, 2025, the reporting person was granted 7,813 restricted share units which vested on April 3, 2026. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

Key Figures

RSUs vested and converted: 7,813 units/shares Shares disposed to issuer: 3,906 shares Post-transaction holdings: 25,278.855 shares +2 more

5 metrics

RSUs vested and converted 7,813 units/shares Restricted share units granted April 3, 2025 and vested April 3, 2026

Shares disposed to issuer 3,906 shares Common stock disposition to NexPoint Diversified Real Estate Trust on April 3, 2026

Post-transaction holdings 25,278.855 shares Common shares directly owned by Carol Swain after reported transactions

Exercise/settlement price $0.00 per share Stated transaction price for RSU conversion and related common stock entries

RSU-to-share ratio 1:1 Each restricted share unit represents a contingent right to receive one common share

Key Terms

Restricted Share Units, elective stock dividends, disposition to issuer, contingent right, +1 more

5 terms

Restricted Share Units financial

"Each restricted shares unit represents a contingent right to receive one common share"

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.

elective stock dividends financial

"Includes shares received pursuant to elective stock dividends paid on the Company's common shares"

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

contingent right financial

"represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust"

settled in cash financial

"portion of previously reported restricted share unit grant that vested on April 3, 2026 and settled in cash"

FAQ

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

What insider transactions did NXDT director Carol Swain report on April 3, 2026?

Carol Swain reported vesting and conversion of 7,813 restricted share units into common shares, followed by a disposition of 3,906 common shares back to the issuer. After these compensation-related transactions, she directly holds 25,278.855 common shares of NexPoint Diversified Real Estate Trust.

How many NexPoint (NXDT) restricted share units vested for Carol Swain and when were they granted?

7,813 restricted share units vested for Carol Swain on April 3, 2026. These units were originally granted on April 3, 2025, and each unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust upon vesting, generally settled within 10 days.

What does the Form 4 say about Carol Swain’s NXDT share ownership after the transactions?

Following the reported transactions, Carol Swain directly owns 25,278.855 common shares of NexPoint Diversified Real Estate Trust. This figure includes common shares received under elective stock dividends, where shareholders can choose to receive stock instead of cash for certain dividend payments.

Were Carol Swain’s NexPoint restricted share units settled in stock or cash?

The filing notes that the vested restricted share units represented a previously reported grant that vested and settled in cash, with settlement generally occurring within 10 days of vesting. The Compensation Committee has discretion to settle such awards in cash rather than issuing common shares.

What is the nature of the 3,906-share transaction reported by Carol Swain in NXDT stock?

The 3,906-share transaction is coded as a disposition to the issuer, meaning these common shares were returned to NexPoint Diversified Real Estate Trust. The transaction is recorded at a price of $0.00 per share, reflecting a non-market, issuer-related adjustment rather than an open-market sale.

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

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Accepted by SEC EDGAR 04/07/2026 - 09:49 PM EDT Learn about SEC filing dates

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^*

Swain Carol

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

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)

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	04/03/2026		M		7,813	A	(1)	29,184.855(2)	D
Common Stock	04/03/2026		D		3,906	D	(3)	25,278.855	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
Restricted Share Units	(1)	04/03/2026		M			7,813	(4)	(4)	Common Shares	7,813	$0	0	D

Explanation of Responses:

1. Each restricted shares unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust (the "Company").

2. Includes shares received pursuant to elective stock dividends paid on the Company's common shares.

3. Represents the portion of previously reported restricted share unit grant that vested on April 3, 2026 and settled in cash.

4. On April 3, 2025, the reporting person was granted 7,813 restricted share units which vested on April 3, 2026. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

	/s/ Paul Richards as attorney-in-fact for Carol Swain	04/07/2026
	** 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)