Dream Finders Homes (NYSE: DFH) wins shareholder approval to reincorporate in Texas

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Dream Finders Homes, Inc. has completed a legal reincorporation from Delaware to Texas, effective June 9, 2026 at 5 p.m. Eastern Time. Each outstanding share of Delaware Class A and Class B common stock automatically converted into one corresponding share of Texas common stock with the same par value.

The company states that the move does not change its business, management, assets, liabilities, or contracts, and its Class A common stock continues to trade on the NYSE under the symbol DFH. All equity and equity-based awards similarly converted into equivalent Texas-based instruments on the same terms.

Stockholders approved the director nominees, ratified KPMG LLP as auditor for 2026, backed a non-binding say-on-pay resolution for 2025, approved the reincorporation, and supported potential conversion of Series A preferred stock into Class A common stock in accordance with NYSE rules. The board also adopted new Texas-law indemnification agreements for directors and executive officers.

8-K Event Classification

6 items: 1.01, 3.03, 5.03, 5.07, 8.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Reincorporation effective time: June 9, 2026, 5 p.m. Eastern Votes for Zalupski director election: 182,696,628 votes Auditor ratification votes for KPMG: 195,174,848 votes +4 more

7 metrics

Reincorporation effective time June 9, 2026, 5 p.m. Eastern Effective time of Delaware-to-Texas conversion

Votes for Zalupski director election 182,696,628 votes Proposal 1 director nominee Patrick O. Zalupski

Auditor ratification votes for KPMG 195,174,848 votes Ratification of independent registered public accounting firm for 2026

Say-on-pay support 185,113,740 votes for Non-binding advisory vote on 2025 executive compensation

Reincorporation proposal support 177,311,616 votes for Approval of reincorporation to Texas by conversion

Series A conversion proposal support 185,352,150 votes for Potential conversion of Series A preferred into Class A common

Par value per share $0.01 per share Class A and Class B common stock, Delaware and Texas

Key Terms

Reincorporation, Plan of Conversion, Texas Charter, Texas Bylaws, +2 more

6 terms

Reincorporation regulatory

"the reincorporation of the Company from the State of Delaware to the State of Texas (the “Reincorporation”)"

Plan of Conversion regulatory

"A more detailed description of the Plan of Conversion (the “Plan of Conversion”)"

A plan of conversion is a legal blueprint that lays out how a company or a class of securities will be changed from one form into another — for example converting a business type or swapping one kind of share or note for another — listing the steps, approvals required and what each owner will receive. Investors care because it can change ownership percentages, voting rights, tax treatment and whether shares remain tradable; think of it like a remodeling plan that shows who keeps which rooms and how the house will function afterwards.

Texas Charter regulatory

"the certificate of formation filed with the Secretary of State of the State of Texas (the “Texas Charter”)"

Texas Bylaws regulatory

"the bylaws approved by the Company’s Board of Directors (the “Texas Bylaws”)"

non-binding, advisory vote on executive compensation financial

"The Company’s stockholders approved the non-binding, advisory resolution on executive compensation for fiscal year 2025"

Series A preferred stock financial

"approved the potential conversion of the Company’s Series A preferred stock into shares of Class A common stock"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

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Understanding 8-K Material Events →

06/10/2026 - 05:06 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 8, 2026

Dream Finders Homes, Inc.

(Exact name of registrant as specified in its charter)

Texas

001-39916

85-2983036

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


14701 Phillips Highway, Suite 300 Jacksonville, Florida						32256
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (904) 644-7670

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	DFH	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

In connection with the Reincorporation (as defined below) of Dream Finders Homes, Inc. (the “Company”), effective June 9, 2026, the board of directors of the Company (the “Board of Directors”) approved a new form of indemnification agreement to be entered into with each of the Company’s directors and executive officers. The information set forth under Item 3.03 regarding the form of indemnification agreement is incorporated by reference into this Item 1.01.

Item 3.03. Material Modification to Rights of Security Holders.

The Company filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) a certificate of conversion with the Secretary of State of the State of Texas, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Texas (the “Reincorporation”) became effective on June 9, 2026, at 5 p.m. Eastern Time (the “Effective Time”). At the Effective Time:

•the Company’s state of incorporation changed from the State of Delaware to the State of Texas; and

•the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and the Company’s existing amended and restated certificate of incorporation and amended and restated bylaws, and instead became governed by the laws of the State of Texas and the certificate of formation filed with the Secretary of State of the State of Texas (the “Texas Charter”) and the bylaws approved by the Company’s Board of Directors (the “Texas Bylaws”).

The Reincorporation did not result in any change in the business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities, or net worth (other than as a result of the transaction costs related to the Reincorporation). The Reincorporation did not adversely affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under such material contractual arrangements continue to be the rights and obligations of the Company after the Reincorporation.

At the Effective Time, each outstanding share of Class A common stock, par value $0.01 per share, of the Delaware corporation (the “Delaware Corporation Class A common stock”) automatically converted into one outstanding share of Class A common stock, par value $0.01 per share, of the Texas corporation (the “Texas Corporation Class A common stock”), and each outstanding share of Class B common stock, par value $0.01 per share, of the Delaware corporation (the “Delaware Corporation Class B common stock”) automatically converted into one outstanding share of Class B common stock, par value $0.01 per share, of the Texas corporation. Stockholders do not need to exchange their existing stock certificates or book entry entitlements for new stock certificates or book entry entitlements, respectively.

At the Effective Time, each outstanding share of restricted stock, equity or equity-based award, or other right to acquire, or any instrument to convert into or exchange for, or that was based on the value of, the Delaware Corporation Class A common stock or other equity securities of the Company, became a share of restricted stock, equity or equity-based award or other right to acquire, or instrument to convert into or exchange for, or that is based on the value of, the same amount of Texas Corporation Class A common stock or other equity securities of the Company, respectively, under the same terms and conditions.

The Texas Corporation Class A common stock continues to be traded on the New York Stock Exchange (“NYSE”) under the symbol “DFH.”

Certain rights of the Company’s stockholders changed as a result of the Reincorporation. A more detailed description of the Plan of Conversion (the “Plan of Conversion”), Texas Charter, Texas Bylaws, and the effects of the Reincorporation is set forth in the Proxy Statement filed by the Company with the Securities and Exchange Commission on April 16, 2026.

In connection with the Reincorporation, the Board of Directors approved a new form of indemnification agreement to be entered into with each of the Company’s directors and executive officers that is governed by Texas law. The indemnification agreements require the Company, among other things, to indemnify the director or executive officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines and settlements incurred or suffered by the individual in connection with any action, suit or proceeding by reason of the fact that the individual was a director or executive officer of the Company, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company.

The foregoing descriptions of the Plan of Conversion, Texas Charter, Texas Bylaws and Form of Indemnification Agreement are qualified in their entirety by the full text of such documents which are filed herewith as Exhibits 2.1, 3.1, 3.2 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on June 8, 2026 (the “Annual Meeting”). The matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, are as stated below.

Proposal 1 – Election of Directors

The Company’s stockholders elected the following nominees for director to serve one-year terms expiring at the Company’s 2027 Annual Meeting of Stockholders and until such director’s successor is duly elected or appointed and qualified, or until such director’s earlier death, resignation or removal:


Nominee	For	Against	Abstentions	Broker Non-Votes
Patrick O. Zalupski	182,696,628	3,369,925	8,038	9,196,678
Justin W. Udelhofen	178,628,196	7,434,532	11,863	9,196,678
Megha H. Parekh	177,890,891	8,151,073	32,627	9,196,678
Leonard M. Sturm	180,018,674	6,044,229	11,688	9,196,678
William W. Weatherford	182,344,221	3,699,865	30,505	9,196,678

Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the following vote:


For	Against	Abstentions	Broker Non-Votes
195,174,848	86,094	10,327	—

Proposal 3 – Non-Binding, Advisory Vote on Executive Compensation

The Company’s stockholders approved the non-binding, advisory resolution on executive compensation for fiscal year 2025 by the following vote:


For	Against	Abstentions	Broker Non-Votes
185,113,740	947,413	13,438	9,196,678

Proposal 4 – Reincorporation Proposal

The Company’s stockholders approved the reincorporation of the Company to the State of Texas by conversion by the following vote:


For	Against	Abstentions	Broker Non-Votes
177,311,616	8,738,593	24,382	9,196,678

Proposal 5 – Series A Preferred Stock Proposal

The Company’s stockholders approved the potential conversion of the Company’s Series A preferred stock into shares of Class A common stock in accordance with NYSE rules by the following vote:


For	Against	Abstentions	Broker Non-Votes
185,352,150	699,271	23,170	9,196,678

Item 8.01. Other Events.

In connection with the Reincorporation, a legal opinion of Foley & Lardner LLP is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-252525 and 333-270234) and a legal opinion of Foley & Lardner LLP is filed as Exhibit 5.2 to this Current Report on Form 8-K and is incorporated by reference into the Company’s Registration Statement on Form S-3 (File No. 333-263603).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Number						Description
2.1						Plan Conversion of Dream Finders Homes, Inc.
3.1						Certificate of Formation of Dream Finders Homes, Inc.
3.2						Bylaws of Dream Finders Homes, Inc.
5.1						Opinion of Foley & Lardner LLP.
5.2						Opinion of Foley & Lardner LLP.
10.1						Form of Director and Officer Indemnification Agreement
23.1						Consent of Foley & Lardner LLP (contained in Exhibits 5.1 and 5.2).
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	DREAM FINDERS HOMES, INC.

Date: June 10, 2026	By:	/s/ Robert E. Riva
		Robert E. Riva
		Vice President, General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What corporate change did Dream Finders Homes (DFH) approve in this 8-K?

Dream Finders Homes completed a reincorporation from Delaware to Texas effective June 9, 2026. The company notes this legal change does not alter its business operations, management team, assets, liabilities, or material contracts, and primarily affects the governing law and charter/bylaws framework.

How were Dream Finders Homes (DFH) shares affected by the reincorporation?

Each share of Delaware Class A and Class B common stock automatically became one share of the corresponding Texas corporation stock. Par value remains $0.01 per share, and stockholders are not required to exchange existing certificates or book-entry positions because the conversion was automatic on the same terms.

Did Dream Finders Homes (DFH) shareholders approve the reincorporation to Texas?

Yes. Shareholders approved the reincorporation proposal with 177,311,616 votes for, 8,738,593 against, and 24,382 abstentions, plus 9,196,678 broker non-votes. This approval authorized the company’s conversion to a Texas corporation under the Plan of Conversion and related Texas governing documents.

What governance proposals passed at the Dream Finders Homes (DFH) 2026 annual meeting?

Shareholders elected all director nominees, ratified KPMG LLP as independent auditor for 2026, approved a non-binding advisory vote on 2025 executive compensation, approved the reincorporation to Texas, and approved potential conversion of Series A preferred stock into Class A common stock under applicable NYSE rules.

How did Dream Finders Homes (DFH) shareholders vote on executive compensation?

Shareholders approved the non-binding advisory resolution on 2025 executive compensation with 185,113,740 votes for, 947,413 against, and 13,438 abstentions, along with 9,196,678 broker non-votes. This say-on-pay vote provides advisory feedback on the company’s executive pay program for the 2025 fiscal year.

What changes were made to director and officer protections at Dream Finders Homes (DFH)?

The board approved a new Texas-law indemnification agreement form for directors and executive officers. These agreements require the company to indemnify covered individuals for specified expenses and liabilities and to advance expenses in proceedings related to their service, subject to the agreements’ detailed terms and conditions.

Filing Exhibits & Attachments

9 documents

Agreements & Contracts

EX-10.1 EX-10.1 79.6 KB