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 vest on June 10, 2026 and converted into 6,036 common shares. To cover tax withholding, 3,014 of those shares were surrendered at a reported withholding price of $5.07 per share, totaling $15,281. The result was a net issuance of 3,022 shares to Sauter. The derivative conversion shows $0 exercise price (these were RSU settlements, not option exercises requiring cash).

Key Details

• Transaction date: June 10, 2026; Form 4 filed June 12, 2026 (timely).
• Shares received on vesting/conversion: 6,036.
• Shares withheld for taxes (disposed): 3,014 at $5.07/share = $15,281.
• Net increase to insider holdings from this event: +3,022 shares.
• Footnotes: F1 confirms each restricted share unit converts to one common share; F3 notes the RSU grant (24,150 RSUs granted 6/10/2025) vested one-fourth on 6/10/2026 with remaining vesting installments through 2029 and settlement may be in cash at the Compensation Committee’s discretion.
• Filing timeliness: Filing appears timely (reported transaction date 6/10/2026; Form 4 filed 6/12/2026).

Context

• This was a scheduled RSU vesting/settlement (award conversion), not an open-market purchase or voluntary sale. The withholding of shares for taxes is a routine disposition (code F) and is common when companies settle equity awards in stock. The RSU grant schedule indicates additional future vesting dates through 2029; this transaction represents the one-fourth vest that occurred on 6/10/2026.