SEC FORM 4

SEC FORM 4SEC 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

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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^*

McGraner Matt

(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)
03/18/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/18/2026		M		73,125	A	⁽¹⁾	263,836.8675	D
Common Stock	03/18/2026		F		27,821	D	$4.41	236,015.8675	D
Common Stock	04/03/2026		M		59,360	A	⁽¹⁾	295,375.8675	D
Common Stock	04/03/2026		F		16,412	D	$4.43	278,963.8675	D
Common Stock	04/04/2026		M		45,125	A	⁽¹⁾	324,088.8675	D
Common Stock	04/04/2026		F		15,453	D	$4.43	308,635.8675	D
Common Stock								2,127	I	See Footnote⁽³⁾
Common Stock								965.9183⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽¹⁾	03/18/2026		M			73,125	⁽⁴⁾	⁽⁴⁾	Common Shares	73,125	$0	146,250	D
Restricted Share Units	⁽¹⁾	04/03/2026		M			59,360	⁽⁵⁾	⁽⁵⁾	Common Shares	59,360	$0	178,086	D
Restricted Share Units	⁽¹⁾	04/04/2026		M			45,125	⁽⁶⁾	⁽⁶⁾	Common Shares	45,125	$0	45,125	D

Explanation of Responses:

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

2. Includes shares received pursuant to elective stock dividends paid on the Company's common shares.

3. The reporting person holds these shares indirectly through a trust for the benefit of certain of the reporting person's family members. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. On March 18, 2024, the reporting person was granted 292,500 restricted shares units. The restricted shares units vested one-fourth on March 18, 2025 and one-fourth on March 18, 2026, and will vest one-fourth on March 18, 2027 and one-fourth on March 18, 2028. Settlement will generally occur within 10 days of vesting and may at the discretion of the Compensation Committee be settled in cash.

5. On April 3, 2025, the reporting person was granted 237,446 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.

6. On April 4, 2023, the reporting person was granted 180,498 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 VP and Chief Investment Officer

	/s/ Paul Richards, as attorney-in-fact for Matt McGraner	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)

SEC Form 4 filed by Mcgraner Matt