[Form 4] NEXPOINT DIVERSIFIED REAL ESTATE TRUST Insider Trading Activity

Rhea-AI Filing Summary

NEXPOINT DIVERSIFIED REAL ESTATE TRUST officer Dustin David Norris exercised restricted share units that settled into common shares and triggered tax withholding. On April 3 and 4, 2026 he converted 24,158 restricted share units into 24,158 common shares at $0.00 per share.

To cover tax obligations, 8,476 common shares were disposed of at $4.43 per share through tax-withholding transactions, which are not open-market sales. After these transactions, he held 793,002.07 common shares directly and 82,414.16 common shares indirectly through a 401(k) plan, and 35,163 restricted share units remained outstanding.

Insider Trade Summary

Net Buyer: 15,682 shares

Net Buy 7 txns

Insider NORRIS DUSTIN DAVID

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	12,438	$0.00	$0.00
Exercise	Common Stock	12,438	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,918	$4.43	$22K
Exercise	Restricted Share Units	11,720	$0.00	$0.00
Exercise	Common Stock	11,720	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,558	$4.43	$16K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Share Units — 47,601 shares (Direct); Common Stock — 793,002.07 shares (Direct); Common Stock — 82,414.16 shares (Indirect, By 401(k) Plan)

Footnotes (3)

1. F1. Each restricted share unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust.
2. F2. On April 3, 2025, the reporting person was granted 46,883 restricted share units. The restricted share units vested one-fourth on April 3, 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.
3. F3. On April 4, 2023, the reporting person was granted 49,751 restricted share units. The restricted share units vested one-fourth on April 4, 2024, one-fourth on April 4, 2025 and one-fourth on April 4, 2026, and will vest one-fourth on April 4, 2027. 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: 24,158 units Tax-Withheld Shares: 8,476 shares Direct Common Shares After: 793,002.07 shares +3 more

6 metrics

RSUs Exercised 24,158 units Restricted share units converted into common shares on April 3–4, 2026

Tax-Withheld Shares 8,476 shares Common shares delivered to cover tax liabilities at $4.43 per share

Direct Common Shares After 793,002.07 shares Direct NXDT common stock holdings following reported transactions

Indirect 401(k) Shares 82,414.16 shares Indirect NXDT common stock held through a 401(k) plan

Remaining RSUs 35,163 units Restricted share units remaining outstanding after April 3, 2026 exercise

Tax Withholding Price $4.43 per share Price used for tax-withholding dispositions on April 3–4, 2026

Key Terms

Restricted Share Units, tax-withholding disposition, 401(k) Plan, Exercise or conversion of derivative security, +1 more

5 terms

Restricted Share Units financial

"Each restricted share unit represents a contingent right to receive one common share of NexPoint Diversified Real Estate Trust."

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 ... indirect ... 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.

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

contingent right financial

"Each restricted share unit represents a contingent right to receive one common share"

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/07/2026 - 09:48 PM Learn about SEC filing dates

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^*

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)
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		11,720	A	(1)	789,040.07	D
Common Stock	04/03/2026		F		3,558	D	$4.43	785,482.07	D
Common Stock	04/04/2026		M		12,438	A	(1)	797,920.07	D
Common Stock	04/04/2026		F		4,918	D	$4.43	793,002.07	D
Common Stock								82,414.16	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)	04/03/2026		M			11,720	(2)	(2)	Common Shares	11,720	$0	35,163	D
Restricted Share Units	(1)	04/04/2026		M			12,438	(3)	(3)	Common Shares	12,438	$0	12,438	D

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 April 3, 2025, the reporting person was granted 46,883 restricted share units. The restricted share units vested one-fourth on April 3, 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.

3. On April 4, 2023, the reporting person was granted 49,751 restricted share units. The restricted share units vested one-fourth on April 4, 2024, one-fourth on April 4, 2025 and one-fourth on April 4, 2026, and will vest one-fourth on April 4, 2027. 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	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)