NexPoint director exercises RSUs, disposes shares

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 June 10, 2026, she exercised 4,830 restricted share units into 4,830 common shares, reflecting the vesting of a prior RSU grant tied to elective stock dividends and prior awards.

As part of the same event, 2,415 common shares were disposed back to the issuer at $0.00 per share in a non-market transaction, consistent with cash settlement mechanics described in the RSU footnotes. Following these transactions, Swain directly holds 28,196.6308 common shares and has no remaining RSU balance from this grant.

Insider Trade Summary

4,830 shares exercised/converted

Exercise 3 txns

Insider Swain Carol

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	4,830	$0.00	$0.00
Exercise	Common Stock	4,830	$0.00	$0.00
Disposition	Common Stock	2,415	$0.00	$0.00

Holdings After Transaction: Restricted Share Units — 0 contracts (Direct); Common Stock — 28,196.6308 shares (Direct)

Footnotes (4)

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. 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 June 10, 2026 and settled in cash.
4. F4. On June 10, 2025, the reporting person was granted 4,830 restricted share units which vested on June 10, 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

Shares disposed to issuer: 2,415 shares RSUs exercised: 4,830 units Common shares held after transactions: 28,196.6308 shares +2 more

5 metrics

Shares disposed to issuer 2,415 shares Common Stock, code D disposition at $0.00 per share on June 10, 2026

RSUs exercised 4,830 units Restricted share units converted into 4,830 common shares on June 10, 2026

Common shares held after transactions 28,196.6308 shares Direct ownership of NexPoint common stock following June 10, 2026 activity

RSU grant size 4,830 units Grant made on June 10, 2025, vested on June 10, 2026 per footnote

Exercise price per RSU $0.00 per unit Conversion of restricted share units into common shares at no stated exercise price

Key Terms

restricted share unit, elective stock dividends, disposition to issuer, derivative security, +1 more

5 terms

restricted share unit financial

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

A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.

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""

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.

settled in cash financial

"portion of previously reported restricted share unit grant that vested on June 10, 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?

Director Carol Swain reported routine equity compensation changes. She exercised 4,830 restricted share units into common stock and disposed 2,415 common shares back to NexPoint Diversified Real Estate Trust in a non-market transaction tied to RSU vesting and cash settlement provisions.

How many NexPoint (NXDT) shares does Carol Swain hold after this Form 4?

After the reported transactions, Carol Swain holds 28,196.6308 NexPoint Diversified Real Estate Trust common shares directly. This figure reflects the net result of exercising 4,830 restricted share units and returning 2,415 shares to the issuer as part of the settlement mechanics.

What was the size of Carol Swain’s RSU exercise in the NXDT Form 4?

The filing shows Carol Swain exercised 4,830 restricted share units into 4,830 common shares. These RSUs were originally granted on June 10, 2025, vested on June 10, 2026, and were eligible to be settled in cash at the Compensation Committee’s discretion.

Why did some of Carol Swain’s NexPoint RSUs settle in cash?

A footnote states that a portion of a previously reported restricted share unit grant vested on June 10, 2026 and settled in cash. Settlement generally occurs within 10 days of vesting and, at the Compensation Committee’s discretion, may be satisfied in cash instead of solely in shares.

What does the ‘disposition to issuer’ mean in the NXDT Form 4?

The disposition to issuer entry covers 2,415 common shares returned to NexPoint Diversified Real Estate Trust at $0.00 per share. This is a non-market transaction recorded under code D, consistent with RSU-related cash settlement arrangements rather than an open-market sale of shares.

What are restricted share units in the context of NexPoint (NXDT)?

Restricted share units are awards representing a contingent right to receive NexPoint common shares. Each RSU equals one common share when it vests, subject to plan terms. For this grant, settlement generally occurs within 10 days after vesting and can be made in cash at the Compensation Committee’s discretion.

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

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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^*

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)
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		4,830	A	(1)	30,611.6308(2)	D
Common Stock	06/10/2026		D		2,415	D	(3)	28,196.6308	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			4,830	(4)	(4)	Common Shares	4,830	$0	0	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. 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 June 10, 2026 and settled in cash.

4. On June 10, 2025, the reporting person was granted 4,830 restricted share units which vested on June 10, 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	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)