KAVANAUGH SCOTT F 4

What Happened

• Scott F. Kavanaugh, a director of NexPoint Diversified Real Estate Trust (NXDT), had 4,830 restricted share units (RSUs) vest on June 10, 2026. The RSUs were converted/exercised into 4,830 common shares and those shares were immediately transferred (disposed) at $0 — not sold on the open market.

Key Details

• Transaction date: June 10, 2026 (reported on Form 4 filed June 16, 2026).
• Nature: Derivative conversion/exercise (code M) resulting in 4,830 shares acquired; simultaneous disposition of 4,830 shares recorded at $0 (not a market sale).
• Price/Value: Acquisition recorded as N/A; disposition reported at $0 — no cash proceeds from an open-market sale.
• Shares owned after transaction: Not specified in the filing.
• Relevant footnotes:
  • F1: Each restricted share unit converts to one common share.
  • F3: The shares are held in a defined plan for the benefit of the reporting person.
  • F4: The 4,830 RSUs were granted on June 10, 2025 and vested on June 10, 2026; settlement generally occurs within 10 days and may be settled in cash at the Compensation Committee's discretion.
• Timeliness: Form 4 was filed June 16, 2026 — six days after the transaction date (Form 4s are generally required within two business days), so this filing appears late.

Context

• This was not an open-market sale or purchase; it reflects RSU vesting and internal transfer/settlement into a defined plan (or similar non-sale disposition), which does not directly signal a buy or sell opinion by the insider.
• For retail investors, purchases are typically more actionable than routine vesting/plan transfers; this filing documents compensation settlement rather than market trading.