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  4. [Form 4] NEXPOINT DIVERSIFIED REAL ESTATE TRUST Insider Trading Activity

NexPoint (NYSE: NXDT) director receives 3,247 restricted share units as compensation

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Swain Carol reported acquisition or exercise transactions in this Form 4 filing.

NexPoint Diversified Real Estate Trust director Carol Swain received a compensation grant of restricted share units. On April 2, 2026, she was awarded 3,247 restricted share units, each representing a contingent right to receive one common share of the trust. These units will vest on April 2, 2027, and settlement will generally occur within 30 days after vesting, either in common shares or, at the Compensation Committee’s discretion, in cash. Following this grant, she holds 3,247 restricted share units directly.

Positive

  • None.

Negative

  • None.
Insider Swain Carol
Role Director
Type Security Shares Price Value
Grant/Award Restricted Share Units 3,247 $0.00 $0.00
Holdings After Transaction: Restricted Share Units — 3,247 shares (Direct)
Footnotes (2)
  1. F1. Each restricted share unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust.
  2. F2. On April 2, 2026, the reporting person was granted 3,247 restricted share units which will vest on April 2, 2027. Settlement will generally occur within 30 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
RSUs granted 3,247 restricted share units Grant on April 2, 2026 to director Carol Swain
RSU-to-share ratio 1 RSU = 1 common share Each unit represents a contingent right to one NXDT common share
Vesting date April 2, 2027 Restricted share units vesting schedule
Post-grant RSU holdings 3,247 restricted share units Total derivative holdings following the reported transaction
Settlement window Within 30 days Settlement period after vesting of restricted share units
Restricted Share Units financial
"Each restricted share 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.
contingent right financial
"represents a contingent right to receive one common share"
vest financial
"granted 3,247 restricted share units which will vest on April 2, 2027"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
settlement financial
"Settlement will generally occur within 30 days of vesting"
Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.
Compensation Committee financial
"may at the discretion of the Compensation Committee be settled in cash"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

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

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did NXDT director Carol Swain report on this Form 4?
Carol Swain reported receiving 3,247 restricted share units as compensation. The award was granted on April 2, 2026, and represents a contingent right to receive common shares of NexPoint Diversified Real Estate Trust, subject to future vesting conditions and settlement terms.

How many restricted share units did Carol Swain receive from NexPoint Diversified Real Estate Trust (NXDT)?
She received an award of 3,247 restricted share units. Each unit corresponds to a potential future common share of NXDT, depending on vesting and settlement. After this grant, her reported derivative holdings consist of these 3,247 restricted share units.

When do Carol Swain’s NXDT restricted share units vest?
The 3,247 restricted share units granted to Carol Swain vest on April 2, 2027. Vesting is the date when the contingent rights become earned, after which settlement into common shares or cash can generally occur within the stated timeframe.

How will the NXDT restricted share units granted to Carol Swain be settled?
Settlement will generally occur within 30 days after the April 2, 2027 vesting date. The units may be settled in common shares of NexPoint Diversified Real Estate Trust or, at the Compensation Committee’s discretion, may instead be settled in cash of equivalent value.

Does this NXDT Form 4 filing show a stock purchase or sale by Carol Swain?
No open-market purchase or sale is shown; it reports a grant of 3,247 restricted share units. The transaction is coded as an acquisition related to compensation, not a buy or sell in the public market for NexPoint Diversified Real Estate Trust shares.

What does each restricted share unit in Carol Swain’s NXDT award represent?
Each restricted share unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust. This right becomes effective upon vesting and is then settled in either common shares or cash, following the Compensation Committee’s determination.
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units(1)04/02/2026A3,247 (2) (2)Common Shares3,247$03,247D
Explanation of Responses:
1. Each restricted share unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust.
2. On April 2, 2026, the reporting person was granted 3,247 restricted share units which will vest on April 2, 2027. Settlement will generally occur within 30 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 Swain04/06/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR