STOCK TITAN

NexPoint (NYSE: NXDT) exec vests RSUs, uses company shares to cover tax

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust officer Matt McGraner reported compensation-related share movements involving restricted share units and common stock. He exercised 36,692 common shares via a derivative transaction and 6,036 restricted share units that each convert into one common share. To cover tax obligations, 15,849 common shares were disposed of at $5.07 per share as a tax-withholding transaction rather than an open-market sale. After these transactions, he directly holds 338,420 common shares and 110,076 restricted share units. He also has indirect interests in 965.9183 common shares through a 401(k) plan and 2,127 common shares held in a family trust, where he disclaims beneficial ownership except for his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider McGraner Matt
Role See Remarks
Type Security Shares Price Value
Exercise Restricted Share Units 6,036 $0.00 $0.00
Exercise Common Stock 36,692 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 15,849 $5.07 $80K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Share Units — 110,076 shares (Direct); Common Stock — 338,420 shares (Direct); Common Stock — 2,127 shares (Indirect, See Footnote); Common Stock — 965.9183 shares (Indirect, By 401(k) Plan)
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. The reporting person holds these shares indirectly through a trust for the benefit of certain of the reporting person's family members. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
  4. F4. On June 10, 2025, the reporting person was granted 146,768 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.
Shares exercised (common) 36,692 shares M-code derivative exercise into common stock on June 10, 2026
RSUs exercised 6,036 units Restricted share units converting into 6,036 common shares
Tax-withheld shares 15,849 shares at $5.07 F-code tax-withholding disposition of common stock
Direct common shares after 338,420 shares Direct holdings of common stock following transactions
RSUs remaining 110,076 units Restricted share units outstanding after reported vesting/exercise
401(k) indirect shares 965.9183 shares Common stock held indirectly via 401(k) plan
Family trust shares 2,127 shares Indirect holdings in a family trust; beneficial ownership disclaimed except pecuniary interest
RSU grant size 146,768 units Restricted share units granted on June 10, 2025 with multi-year vesting
restricted share units financial
"On June 10, 2025, the reporting person was granted 146,768 restricted share units."
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.
pecuniary interest financial
"disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein"
elective stock dividends financial
"Includes shares received pursuant to elective stock dividends paid on the Company's common shares."
derivative security financial
"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.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What did NXDT officer Matt McGraner report in this Form 4?

Matt McGraner reported routine equity compensation activity involving restricted share units and common stock. He exercised derivative awards into common shares and used a portion of shares to satisfy tax obligations, updating his direct and indirect ownership positions in NexPoint Diversified Real Estate Trust.

How many NXDT shares were withheld for Matt McGraner’s taxes?

A total of 15,849 NexPoint common shares were disposed of at $5.07 per share to cover tax obligations. This F-code transaction represents tax-withholding by delivering shares, not an open-market sale, and is a common mechanism tied to equity compensation vesting or exercises.

How many NXDT shares did Matt McGraner acquire through derivative exercises?

McGraner exercised derivative awards for 36,692 common shares and 6,036 restricted share units that each convert into one common share. These M-code transactions reflect equity awards becoming common stock as part of his compensation structure, rather than open-market purchases of shares.

What are Matt McGraner’s direct holdings after these NXDT transactions?

Following the reported transactions, McGraner directly holds 338,420 common shares of NexPoint Diversified Real Estate Trust and 110,076 restricted share units. The restricted units represent a right to receive an equal number of common shares upon future vesting and settlement events described in the compensation terms.

What indirect NXDT holdings are associated with Matt McGraner?

The filing shows 965.9183 common shares held indirectly through a 401(k) plan and 2,127 common shares held through a family trust. For the trust position, he disclaims beneficial ownership except for his pecuniary interest, meaning his economic stake may be limited relative to total trust holdings.

What is the vesting schedule for Matt McGraner’s restricted share units at NXDT?

He was granted 146,768 restricted share units on June 10, 2025. They vest one-fourth on June 10, 2026, and one-fourth on each of February 15, 2027, February 15, 2028, and February 15, 2029. Settlement generally occurs within 10 days of vesting and may be in cash.
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*
McGraner Matt

(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 Stock06/10/2026M36,692A(1)354,269(2)D
Common Stock06/10/2026F15,849D$5.07338,420D
Common Stock2,127ISee Footnote(3)
Common Stock965.9183IBy 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)06/10/2026M6,036 (4) (4)Common Shares6,036$0110,076D
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. The reporting person holds these shares indirectly through a trust for the benefit of certain of the reporting person's family members. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
4. On June 10, 2025, the reporting person was granted 146,768 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 VP and Chief Investment Officer
/s/ Paul Richards, as attorney-in-fact for Matt McGraner06/12/2026
** 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)