Dennis Charles Sauter Jr. - 17 Apr 2025 Form 4/A - Amendment Insider Report for NEXPOINT DIVERSIFIED REAL ESTATE TRUST (NXDT)

Role
Officer
Signature
/s/ Paul Richards, as attorney-in-fact for D.C. Sauter
Issuer symbol
NXDT
Transactions as of
17 Apr 2025
Net transactions value
$0
Form type
4/A - Amendment
Filing time
16 Sep 2025, 17:02:14 UTC
Date Of Original Report
21 Apr 2025
Previous filing
07 Apr 2025
Next filing
13 May 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Sauter Dennis Charles Jr Officer 300 CRESCENT COURT, SUITE 700, DALLAS /s/ Paul Richards, as attorney-in-fact for D.C. Sauter 16 Sep 2025 0001803863

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NXDT Profits LTIP Units Other +908 908 17 Apr 2025 Common Shares 908 Direct F1, F2, F3, F4
transaction NXDT Profits LTIP Units Other +6,345 +699% 7,252 17 Apr 2025 Common Shares 6,345 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Acquired pursuant to that certain Agreement and Plan of Merger, dated as of November 22, 2024, by and among the Issuer, the OP, and those certain other parties thereto, with the exchange rate being equal to the quotient of $0.36 divided by the volume weighted average price of the shares of Common Stock quoted on the New York Stock Exchange for the ten (10) trading days prior to the closing of the merger of NHT Hospitality, Inc. with and into one of the Issuer's wholly owned subsidiaries which equaled $3.7228.
F2 Represents LTIP Units in the OP. Each LTIP Units can ultimately be redeemed by the reporting person for cash or common shares of the Issuer at the option of the Issuer.
F3 On April 17, 2025, the reporting person was granted 7,252.5 LTIP Units of which 6,345 were vested immediately as of the grant date. The remaining LTIP Units will vest on December 13, 2025 and are not subject to expiration. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.
F4 Subject to adjustment for certain events including stock splits, reverse stock splits, stock dividends and recapitalizations of Issuer.

Remarks:

General Counsel and Secretary On April 21, 2025, the reporting person filed a Form 4 (the "Form") that reported that 5,439.375 Profits LTIP Units ("LTIP Units") in NexPoint Diversified Real Estate Trust's (the "Issuer") operating partnership (the "OP") were vested immediately as of April 17, 2025, the grant date. This amendment is being filed to correctly state the number of LTIP Units that vested immediately as of the grant date.