NexPoint Diversified Real Estate Trust (NXDT) officer exercises RSUs, covers taxes with shares

Rhea-AI Filing Summary

NexPoint Diversified Real Estate Trust officer Paul Richards reported routine equity compensation activity rather than open‑market trading. On March 18, 2026, he exercised 8,929 restricted share units into the same number of common shares and another 8,989 common shares through derivative exercise transactions at a stated price of $0.00 per share. To cover tax obligations, 5,072 common shares were withheld at $4.41 per share, a non‑market disposition. Following these transactions, Richards directly owns 128,295 common shares and 17,858 restricted share units, each RSU representing a contingent right to one common share. The RSUs derive from a 35,714‑unit grant on March 18, 2024, vesting in four equal annual installments from 2025 through 2028, with settlement generally within 10 days of each vesting date.

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

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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^*

Richards Paul

(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		8,989	A	(1)	133,367(2)	D
Common Stock	03/18/2026		F		5,072	D	$4.41	128,295	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)	03/18/2026		M			8,929	(3)	(3)	Common Shares	8,929	$0	17,858	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 35,714 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:

Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary

	/s/ Paul Richards	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 transactions did Paul Richards report for NXDT on March 18, 2026?

Paul Richards exercised restricted share units and related derivatives on March 18, 2026, acquiring 17,918 common shares in total. The filing also shows 5,072 shares withheld at $4.41 per share to satisfy tax obligations.

Did the NXDT insider Form 4 show any open-market buying or selling?

The Form 4 for NXDT shows no open‑market purchases or sales. It records equity compensation events: RSU and derivative exercises at $0.00 per share and a tax‑withholding share disposition at $4.41 per share.

How many NexPoint Diversified Real Estate Trust shares does Paul Richards hold after this Form 4?

After these transactions, Paul Richards directly holds 128,295 common shares of NexPoint Diversified Real Estate Trust. He also has 17,858 restricted share units outstanding, each representing a contingent right to receive one additional common share upon settlement.

What are the key terms of Paul Richards’ restricted share unit grant at NXDT?

Richards received 35,714 restricted share units on March 18, 2024. The grant vests in four equal parts each March 18 from 2025 through 2028, with settlement generally within 10 days and possible cash settlement at the Compensation Committee’s discretion.

How were taxes handled for the NXDT insider’s RSU and share exercises?

To satisfy tax obligations tied to the equity compensation events, 5,072 common shares of NexPoint Diversified Real Estate Trust were withheld at $4.41 per share. This is recorded as a tax‑withholding disposition, not an open‑market sale.