NexPoint (NYSE: NXDT) director exercises 7,813 RSUs, returns shares to issuer

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust director Edward N. Constantino exercised 7,813 restricted share units into the same number of common shares on April 3, 2026. He then returned 3,906 common shares to the issuer, resulting in a net increase of 3,907 shares and direct holdings of 37,569 common shares.

Insights

Insider transactions analyst

Routine RSU vesting with partial share return to issuer.

Director Edward N. Constantino exercised 7,813 restricted share units into common shares, a standard compensation-related event. A portion of the resulting shares, 3,906, was disposed back to the issuer, often reflecting plan mechanics rather than an open-market sale.

After these transactions, he directly holds 37,569 common shares. With no remaining derivatives reported and no open-market buying or selling, this filing mainly documents equity compensation vesting and a modest net increase in his share position.

Insider Trade Summary

Net Buyer: 3,907 shares

Net Buy 3 txns

Insider Constantino Edward N.

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	7,813	$0.00	$0.00
Exercise	Common Stock	7,813	$0.00	$0.00
Disposition	Common Stock	3,906	$0.00	$0.00

Holdings After Transaction: Restricted Share Units — 0 shares (Direct); Common Stock — 37,569 shares (Direct)

Footnotes (4)

1. F1. Each restricted shares 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 April 3, 2026 and settled in cash.
4. F4. On April 3, 2025, the reporting person was granted 7,813 restricted share units which vested on April 3, 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

RSUs exercised: 7,813 units Common shares acquired: 7,813 shares Shares disposed to issuer: 3,906 shares +3 more

6 metrics

RSUs exercised 7,813 units Restricted share units converted to common shares on April 3, 2026

Common shares acquired 7,813 shares Shares received from RSU exercise on April 3, 2026

Shares disposed to issuer 3,906 shares Disposition to issuer coded as D on April 3, 2026

Net increase in shares 3,907 shares Difference between RSU shares acquired and shares disposed

Shares held after transaction 37,569 shares Direct common share ownership following April 3, 2026 transactions

Derivative positions remaining 0 units No remaining derivatives shown in derivativeSummary after exercise

Key Terms

Restricted Share Units, Disposition to issuer, elective stock dividends, settled in cash

4 terms

Restricted Share Units financial

"Each restricted shares 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.

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

elective stock dividends financial

"Includes shares received pursuant to elective stock dividends paid on the Company's common shares."

settled in cash financial

"portion of previously reported restricted share unit grant that vested on April 3, 2026 and settled in cash."

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/07/2026 - 09:46 PM Learn about SEC filing dates

FAQ

What insider transactions did NXDT director Edward N. Constantino report?

He exercised 7,813 restricted share units into common shares and returned 3,906 common shares to the issuer. The transactions reflect equity compensation vesting and an internal disposition, not open-market buying or selling activity in NexPoint Diversified Real Estate Trust shares.

How many NXDT shares does Edward N. Constantino hold after this Form 4?

Following the reported transactions, he directly owns 37,569 common shares of NexPoint Diversified Real Estate Trust. This reflects a net increase of 3,907 shares after exercising 7,813 restricted share units and disposing 3,906 shares back to the issuer under the company’s compensation arrangements.

What was the size of the restricted share unit exercise for NXDT?

The director exercised 7,813 restricted share units, each representing a right to receive one common share of NexPoint Diversified Real Estate Trust. These units were granted on April 3, 2025 and vested on April 3, 2026, consistent with the vesting schedule described in the accompanying footnotes.

Did the NXDT Form 4 show any open-market purchases or sales?

No open-market purchases or sales were reported. The filing shows an exercise of restricted share units and a disposition of 3,906 common shares back to the issuer. These are internal compensation-related movements rather than trades executed in the open market for NexPoint shares.

What do the NXDT Form 4 footnotes say about the restricted share units?

The footnotes explain each restricted share unit equals one common share of NexPoint Diversified Real Estate Trust. They note the 7,813-unit grant on April 3, 2025 vested on April 3, 2026, with settlement generally within 10 days and potentially in cash at the Compensation Committee’s discretion.

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^*

Constantino Edward N.

(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)
04/03/2026

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	04/03/2026		M		7,813	A	(1)	41,475(2)	D
Common Stock	04/03/2026		D		3,906	D	(3)	37,569	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)	04/03/2026		M			7,813	(4)	(4)	Common Shares	7,813	$0	0	D

Explanation of Responses:

1. Each restricted shares 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 April 3, 2026 and settled in cash.

4. On April 3, 2025, the reporting person was granted 7,813 restricted share units which vested on April 3, 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 Edward Constantino	04/07/2026
	** 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)