Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Richards Paul 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 (Month/Day/Year) 04/17/2025 (Street) DALLAS, TX 75201 4. If Amendment, Date Original Filed (Month/Day/Year) 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 (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) Code V Amount (A) or (D) Price

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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 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(1)

(1)

04/17/2025

J(2)

3,307.14

(3)

(3)

Common Shares

3,307.14(4)

(2)

3,307.14

D

Profits LTIP Units(1)

(1)

04/17/2025

J(2)

9,921.42

(3)

(3)

Common Shares

9,921.42(4)

(2)

13,228.56

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Richards Paul 300 CRESCENT COURT, SUITE 700 DALLAS, TX 75201			See Remarks

Signatures

/s/ Paul Richards		04/21/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents Profits LTIP Units ("LTIP Units") in NexPoint Diversified Real Estate Trust Operating Partnership, L.P., a Delaware limited partnership and NexPoint Diversified Real Estate Trust's (the "Issuer") operating partnership (the "OP"). Each LTIP Unit can ultimately be redeemed by the reporting person for cash or common shares of the Issuer at the option of the Issuer.
(2)	Acquired pursuant to that certain Agreement and Plan of Merger, dated as of November 22, 2024, by and among the Issuer, OP, and those certain other parties thereto as replacement for previously granted equity interests in one of the target entities, 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.
(3)	On April 17, 2025, the reporting person was granted 13,228.56 LTIP Units of which 9,921.42 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.
(4)	Subject to adjustment for certain events including stock splits, reverse stock splits, stock dividends and recapitalizations of Issuer.
Remarks: Chief Financial Officer, Executive VP-Finance, Treasurer and Assistant Secretary

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