NexPoint (NYSE: NXDT) officer exercises RSUs, covers tax with shares

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust officer Dustin David Norris exercised restricted share units into common stock and had shares withheld to cover taxes. On March 18, 2026, he exercised 17,857 restricted share units at $0.00 per share, receiving the same number of common shares.

To satisfy tax obligations, 6,551 common shares were withheld at $4.41 per share. After these transactions, Norris held 777,320.07 common shares directly and 82,414.16 common shares indirectly through a 401(k) plan. The exercised units are part of a 71,429-unit grant that vests in four annual installments from March 18, 2025 through March 18, 2028.

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

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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^*

NORRIS DUSTIN DAVID

(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		17,857	A	(1)	783,871.07(2)	D
Common Stock	03/18/2026		F		6,551	D	$4.41	777,320.07	D
Common Stock								82,414.16(2)	I	By 401(k) Plan

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			17,857	(3)	(3)	Common Shares	17,857	$0	35,714	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. On March 18, 2024, the reporting person was granted 71,429 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:

Executive Vice President

	/s/ Paul Richards, as attorney-in-fact for Dustin Norris	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 insider transaction did Dustin David Norris report for NXDT?

Dustin David Norris exercised restricted share units into NexPoint Diversified Real Estate Trust common stock and had shares withheld for taxes. On March 18, 2026, he converted 17,857 restricted share units into 17,857 common shares and then used 6,551 shares to satisfy tax obligations.

How many NexPoint (NXDT) restricted share units did Norris exercise?

Norris exercised 17,857 restricted share units into an equal number of NexPoint Diversified Real Estate Trust common shares. Each restricted share unit represents a contingent right to receive one common share, so the entire 17,857-unit block converted directly into 17,857 common shares on March 18, 2026.

How were taxes paid on Dustin Norris’s NXDT equity award?

Taxes were paid through share withholding rather than a cash sale. After exercising restricted share units into common stock, 6,551 NexPoint Diversified Real Estate Trust shares were delivered at $4.41 per share to satisfy tax liabilities, a common non-market mechanism that does not represent an open-market sale.

What are Dustin Norris’s NexPoint (NXDT) share holdings after the Form 4?

Following the reported transactions, Norris directly held 777,320.07 NexPoint Diversified Real Estate Trust common shares. He also held an additional 82,414.16 common shares indirectly through a 401(k) plan, giving him both direct and retirement-plan exposure to the company’s equity after the award settlement.

What is the vesting schedule of Norris’s NexPoint restricted share units?

On March 18, 2024, Norris was granted 71,429 restricted share units that vest in four equal parts. One-fourth vested on March 18, 2025, another fourth on March 18, 2026, with the remaining quarters scheduled to vest on March 18, 2027 and March 18, 2028.

Can Norris’s NexPoint restricted share units be settled in cash instead of shares?

Yes, settlement of the restricted share units may be in cash at the Compensation Committee’s discretion. Generally, settlement occurs within 10 days of each vesting date, and the committee can choose whether the vested units are paid in NexPoint common shares or in cash.