Sec Form 4 Filing - Sauter Dennis Charles Jr @ NEXPOINT DIVERSIFIED REAL ESTATE TRUST - 2025-04-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sauter Dennis Charles Jr 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 (Last) (First) (Middle) 300 CRESCENT COURT, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 04/17/2025 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 04/17/2025 J( 1 ) 6,367 A 6,367 I See Footnote ( 2 ) Common Stock 5,072 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Profits LTIP Units ( 3 ) ( 3 ) 04/17/2025 J( 1 ) 1,813.125 ( 4 ) ( 4 ) Common Shares 1,813.125 ( 5 ) ( 1 ) 1,813.125 D Profits LTIP Units ( 3 ) ( 3 ) 04/17/2025 J( 1 ) 5,439.375 ( 4 ) ( 4 ) Common Shares 5,439.375 ( 5 ) ( 1 ) 7,252.5 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sauter Dennis Charles Jr 300 CRESCENT COURT, SUITE 700 DALLAS, TX75201 See Remarks Signatures /s/ Paul Richards, as attorney-in-fact for D.C. Sauter 04/21/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquired pursuant to that certain Agreement and Plan of Merger, dated as of November 22, 2024, by and among NexPoint Diversified Real Estate Trust (the "Issuer"), the Issuer's operating partnership (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. ( 2 )The reporting person holds these shares indirectly through a limited partnership the reporting person controls. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 3 )Represents Profits LTIP Units ("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. ( 4 )On April 17, 2025, the reporting person was granted 7,252.5 LTIP Units of which 5,439.375 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. ( 5 )Subject to adjustment for certain events including stock splits, reverse stock splits, stock dividends and recapitalizations of Issuer.

Remarks: General Counsel and Secretary

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).

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