NexPoint (NXDT) executive exercises 2,679 RSUs, withholds 1,522 shares for tax

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust executive Dennis Charles Sauter Jr exercised 2,679 restricted share units into an equal number of common shares. These restricted share units, each representing one common share, were part of a grant made on March 18, 2024 with scheduled vesting through March 18, 2028.

On the same date, 1,522 common shares were withheld at $4.41 per share to cover tax obligations, a non-market disposition coded as a tax-withholding transaction. After these transactions, Sauter directly held 6,630 common shares and 5,358 restricted share units, indicating a routine compensation-related exercise and associated tax withholding rather than an open-market trade.

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

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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^*

Sauter Dennis Charles Jr

(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)

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		M		2,679	A	(1)	8,152(2)	D
Common Stock	03/18/2026		F		1,522	D	$4.41	6,630	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)	03/18/2026		M			2,679	(3)	(3)	Common Shares	2,679	$0	5,358	D

Explanation of Responses:

1. Each restricted share unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust.

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

3. On March 18, 2024, the reporting person was granted 2,679 restricted share units. The restricted share units vested one-fourth on March 18, 2025 and one-fourth on March 18, 2026, and will vest one-fourth on March 18, 2027 and one-fourth on March 18, 2028. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

Remarks:

General Counsel and Secretary

	/s/ Paul Richards, as attorney-in-fact for D.C. Sauter	03/20/2026
	** 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)

FAQ

What did NXDT executive Dennis Sauter do in this Form 4 transaction?

Dennis Sauter exercised 2,679 restricted share units into common shares. These units were part of a March 18, 2024 grant with scheduled vesting through 2028, reflecting a routine compensation-related equity conversion rather than an open-market stock purchase.

How many NexPoint (NXDT) shares were used to cover taxes in this transaction?

1,522 common shares were withheld to cover tax obligations. The shares were valued at $4.41 each, and this tax-withholding disposition is coded as an "F" transaction, meaning it is not an open-market sale by the executive.

How many NexPoint (NXDT) common shares does Dennis Sauter hold after this Form 4?

After the reported transactions, Dennis Sauter directly holds 6,630 common shares. This figure reflects the net position following the exercise of restricted share units and the separate tax-withholding share disposition on March 18, 2026.

What restricted share unit position does Dennis Sauter retain in NexPoint (NXDT)?

Sauter holds 5,358 restricted share units after the transactions. Each restricted share unit represents a contingent right to receive one common share, tied to the vesting schedule from the March 18, 2024 equity grant.

Was there any open-market buying or selling of NexPoint (NXDT) shares in this Form 4?

No open-market purchases or sales were reported. The activity consists of exercising 2,679 restricted share units and a tax-withholding disposition of 1,522 shares, both standard compensation and tax events rather than discretionary market trades.