Sauter Dennis Charles Jr 4

What Happened

• Dennis Charles Sauter Jr., General Counsel and Secretary of NexPoint Diversified Real Estate Trust (NXDT), had restricted share units (RSUs) vest and be settled into common shares on April 3–4, 2026. A total of 12,256 RSUs vested (9,768 on Apr 3 and 2,488 on Apr 4).
• To satisfy tax obligations, 4,952 shares were withheld on Apr 3 and 1,562 shares on Apr 4 at $4.43 per share, totaling $28,857 withheld. The net shares issued to Sauter were 4,816 on Apr 3 and 926 on Apr 4 (total 5,742 shares).
• These transactions are the conversion/settlement of RSUs (derivative conversions), not open-market purchases or discretionary sales; the withholding of shares for taxes (code F) is a routine settlement method.

Key Details

• Transaction dates: April 3, 2026 and April 4, 2026. Form filed April 7, 2026 (timely).
• Vesting/conversion (code M): 9,768 RSUs converted on Apr 3; 2,488 RSUs converted on Apr 4.
• Tax withholding (code F): 4,952 shares withheld on Apr 3 and 1,562 withheld on Apr 4 at $4.43/share; total value withheld ≈ $28,857.
• Net shares issued to insider: 4,816 (Apr 3) + 926 (Apr 4) = 5,742 shares.
• Footnotes: The 9,768 RSUs stem from a 39,069 RSU grant on Apr 3, 2025 (one‑fourth vested Apr 3, 2026); the 2,488 RSUs stem from a 9,950 RSU grant on Apr 4, 2023 (one‑fourth vested Apr 4, 2026). Settlement generally occurs within 10 days and may be settled in cash at the Compensation Committee’s discretion.
• Role: Reporting person listed as General Counsel and Secretary (per Remarks).
• No indication of a 10% owner, 10b5‑1 plan, or late filing in this report.

Context

• Code M indicates conversion/exercise of derivatives — here, vested RSUs converting to common shares. Code F indicates shares were withheld/surrendered to cover tax withholding (a routine, non‑market sale settlement).
• These transactions reflect compensation vesting and tax withholding, not a directional bet by the insider through an open-market buy or voluntary sale.