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NexPoint Diversified Real Estate Trust (NYSE: NXDT) officer converts RSUs and adjusts stock, 869,858 shares held

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust officer Dustin David Norris reported vesting and conversion of 7,245 restricted share units into an equal number of common shares on June 10, 2026. To cover taxes, 1,973 common shares were withheld at $5.07 per share.

After these transactions he holds 869,858.37 common shares directly and 85,073.91 shares indirectly through a 401(k) plan. He previously received 28,980 restricted share units granted June 10, 2025, vesting in four equal installments through February 15, 2029.

Positive

  • None.

Negative

  • None.
Insider NORRIS DUSTIN DAVID
Role See Remarks
Type Security Shares Price Value
Exercise Restricted Share Units 7,245 $0.00 $0.00
Exercise Common Stock 7,245 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 1,973 $5.07 $10K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Share Units — 21,735 shares (Direct); Common Stock — 869,858.37 shares (Direct); Common Stock — 85,073.91 shares (Indirect, By 401(k) Plan)
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 June 10, 2025, the reporting person was granted 28,980 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.
RSUs exercised 7,245 units Restricted share units converted to common shares on June 10, 2026
Tax-withholding shares 1,973 shares Common shares withheld to satisfy tax obligations at $5.07 per share
Tax-withholding price $5.07 per share Per-share value for common stock used in tax-withholding disposition
Direct common stock holding 869,858.37 shares Direct post-transaction common stock position reported for Dustin Norris
401(k) plan holding 85,073.91 shares Common shares held indirectly through a 401(k) plan after the transactions
RSUs granted 28,980 units Restricted share units granted on June 10, 2025 with four vesting dates
Vesting dates 2026-06-10; 2027-02-15; 2028-02-15; 2029-02-15 Scheduled vesting for the 28,980-unit RSU grant
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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
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.
401(k) Plan financial
"Common Stock held indirectly with nature of ownership "By 401(k) Plan""
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
Compensation Committee financial
"Settlement 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.
contingent right financial
"Each restricted share unit represents a contingent right to receive one common share"

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FAQ

What did Dustin Norris report in his latest Form 4 for NXDT?

Dustin Norris reported vesting and conversion of 7,245 restricted share units into common shares, with 1,973 shares withheld at $5.07 per share for taxes, and updated direct and 401(k) plan share holdings.

How many NXDT restricted share units did Dustin Norris exercise?

He exercised 7,245 restricted share units, each representing a contingent right to receive one common share of NexPoint Diversified Real Estate Trust. These units vested on June 10, 2026 as part of a larger 28,980-unit grant.

How many NXDT shares were withheld for taxes in this Form 4?

The filing shows 1,973 common shares were disposed of as a tax-withholding transaction at $5.07 per share. This followed the conversion of restricted share units into common stock on June 10, 2026.

What are Dustin Norris’s current NXDT share holdings after the transactions?

After the reported transactions, Norris holds 869,858.37 common shares directly and 85,073.91 shares indirectly through a 401(k) plan. These figures reflect positions as of June 10, 2026 in the Form 4 data.

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

Norris was granted 28,980 restricted share units on June 10, 2025. They vest one-fourth on June 10, 2026, and one-fourth on February 15, 2027, February 15, 2028, and February 15, 2029, with settlement generally within 10 days.

Are Dustin Norris’s NXDT transactions under a Rule 10b5-1 plan?

The Form 4’s Rule 10b5-1 checkbox is unchecked, indicating these NXDT transactions were not affirmed as being made pursuant to a Rule 10b5-1 trading plan based on the filing’s disclosure.
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*
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)
Director10% Owner
XOfficer (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)
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
Common Stock06/10/2026M7,245A(1)871,831.37D
Common Stock06/10/2026F1,973D$5.07869,858.37D
Common Stock85,073.91IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units(1)06/10/2026M7,245 (2) (2)Common Shares7,245$021,735D
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 June 10, 2025, the reporting person was granted 28,980 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:
Executive Vice President
/s/ Paul Richards, as attorney-in-fact for Dustin Norris06/12/2026
** 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)