NexPoint executive exercises RSUs; shares withheld for tax

NexPoint Diversified Real Estate Trust officer Dennis Charles Sauter Jr reported compensation-related share activity, combining an option/RSU exercise with tax withholding.

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust officer Dennis Charles Sauter Jr reported compensation-related share activity, combining an option/RSU exercise with tax withholding. On June 10, 2026, he exercised derivative awards covering 6,036 restricted share units, each convertible into one common share at $0.00 per unit.

To cover tax obligations, 3,014 common shares were disposed of at $5.07 per share as a tax-withholding transaction, not an open-market sale. Following these transactions, he directly holds 15,522 common shares. A prior grant on June 10, 2025 of 24,150 restricted share units vests in four equal installments through February 15, 2029, with settlement generally within 10 days of each vesting date and potentially in cash at the Compensation Committee’s discretion.

Insider Trade Summary

6,036 shares exercised/converted

Exercise 3 txns

Insider Sauter Dennis Charles Jr

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	6,036	$0.00	$0.00
Exercise	Common Stock	6,036	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,014	$5.07	$15K

Holdings After Transaction: Restricted Share Units — 18,114 contracts (Direct); Common Stock — 15,522 shares (Direct)

Footnotes (3)

1. F1. Each restricted share unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust (the "Company").
2. F2. 2. Includes shares received pursuant to an elective stock dividend paid on the Company's common shares.
3. F3. On June 10, 2025, the reporting person was granted 24,150 restricted share units. The restricted share units vested one-fourth on June 10, 2026 and will vest one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. 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 exercised: 6,036 units Tax-withholding shares: 3,014 shares Tax-withholding price: $5.07 per share +3 more

6 metrics

RSUs exercised 6,036 units Restricted share units converted to common shares on June 10, 2026

Tax-withholding shares 3,014 shares Common shares disposed of for tax withholding on June 10, 2026

Tax-withholding price $5.07 per share Price used for 3,014-share tax-withholding disposition

Shares held after transactions 18,536 shares Direct common share ownership following Form 4 transactions

RSU grant size 24,150 units Restricted share units granted on June 10, 2025

RSU vesting schedule 4 equal installments Vesting on June 10, 2026 and February 15 of 2027, 2028, 2029

Key Terms

restricted share units, elective stock dividend, tax-withholding disposition, derivative security

4 terms

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.

elective stock dividend financial

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

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

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.

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

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

What insider transactions did NXDT officer Dennis Charles Sauter Jr report?

Dennis Charles Sauter Jr reported exercising 6,036 restricted share units into NexPoint Diversified Real Estate Trust common shares, alongside a tax-withholding disposition of 3,014 common shares at $5.07 per share. These actions reflect compensation-related vesting rather than open-market trading.

How many NexPoint (NXDT) shares does the reporting person hold after these Form 4 transactions?

After the reported transactions, Dennis Charles Sauter Jr directly holds 18,536 NexPoint Diversified Real Estate Trust common shares. This figure reflects his updated ownership following the derivative exercise of 6,036 restricted share units and the related tax-withholding disposition of 3,014 common shares.

Were the NXDT Form 4 transactions open-market buys or sells?

The Form 4 for NexPoint Diversified Real Estate Trust shows no open-market buys or sells. Instead, it reports a derivative exercise of 6,036 restricted share units and a tax-withholding disposition of 3,014 shares, both typical compensation and tax-related events for an executive.

What are the vesting terms of the 24,150 restricted share units reported for NXDT?

The 24,150 restricted share units granted on June 10, 2025 vest in four equal installments: one-fourth on June 10, 2026, and one-fourth on February 15 of 2027, 2028, and 2029. Settlement generally occurs within 10 days of each vesting date.

Can the NexPoint (NXDT) restricted share units be settled in cash?

Yes, settlement of the restricted share units can be made in cash. The filing states settlement generally occurs within 10 days of vesting and may, at the Compensation Committee’s discretion, be settled in cash rather than in common shares of NexPoint Diversified Real Estate Trust.

Does the NXDT Form 4 mention elective stock dividends?

Yes. The filing notes that the reporting person’s holdings include shares received through an elective stock dividend paid on NexPoint Diversified Real Estate Trust common shares. This indicates part of the reported position comes from stock dividends rather than direct market purchases.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/12/2026 - 08:56 PM 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^*

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)
06/10/2026

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	06/10/2026		M		6,036	A	(1)	18,536(2)	D
Common Stock	06/10/2026		F		3,014	D	$5.07	15,522	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)	06/10/2026		M			6,036	(3)	(3)	Common Shares	6,036	$0	18,114	D

Explanation of Responses:

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

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

3. On June 10, 2025, the reporting person was granted 24,150 restricted share units. The restricted share units vested one-fourth on June 10, 2026 and will vest one-fourth on February 15, 2027, one-fourth on February 15, 2028 and one-fourth on February 15, 2029. 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	06/12/2026
	** 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)