DFH Announces Private Placement of 2030 Notes Under Rule 144A/Reg S

Rhea-AI Filing Summary

Dream Finders Homes, Inc. disclosed a material financing event: the company arranged an offering of debt securities due 2030 (the "2030 Notes") that will be sold in a transaction exempt from registration under the Securities Act. The Initial Purchasers intend to resell the 2030 Notes to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The filing states the 2030 Notes are not registered under U.S. or state securities laws and cannot be offered or sold in the United States absent registration or an applicable exemption. The Purchase Agreement is filed as Exhibit 10.1 and a pricing press release is filed as Exhibit 99.1.

Positive

• Financing transaction completed and priced, with a press release filed as Exhibit 99.1 indicating the offering pricing was announced
• Purchase Agreement filed as Exhibit 10.1, providing formal documentation of the offering

Negative

• 2030 Notes are not registered under the Securities Act or state securities laws, restricting public resale
• Resale limitations: sales rely on Rule 144A and Regulation S, limiting immediate access to retail U.S. investors

Insights

Securities Analyst

TL;DR Debt offering structured under Rule 144A/Reg S provides private-market financing but limits U.S. resale without registration.

The company has executed a private placement of 2030 Notes using standard institutional channels: resale to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The filing confirms the notes are unregistered and cites the Purchase Agreement and a pricing press release as exhibits, which suggests documentation and pricing have been finalized. Material details such as principal amount, coupon, covenants, use of proceeds and definitive pricing terms are not included in the provided excerpt and must be referenced in the exhibits for full assessment.

Corporate Finance Expert

TL;DR The transaction is a material financing step; documentation is filed but key economic terms are absent in the excerpt.

Filing of the Purchase Agreement as Exhibit 10.1 and a pricing press release as Exhibit 99.1 is consistent with completing a debt issuance process. The structure—exempt sale with Rule 144A and Regulation S resale—indicates targeted institutional distribution and cross-border placement. However, the excerpt lacks amount, interest rate, maturity details beyond year, and any covenants or events of default; those specifics will determine credit impact and should be reviewed in the exhibits.

0001825088FALSE00018250882025-09-022025-09-02

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): September 2, 2025

Dream Finders Homes, Inc.

(Exact name of registrant as specified in its charter)

Delaware

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			New York Stock Exchange

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.

Purchase Agreement

On September 2, 2025, Dream Finders Homes, Inc. (the “Company”) and certain of its subsidiaries (the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with BofA Securities, Inc. (“BofA”), as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), pursuant to which the Company agreed to issue and sell $300 million in aggregate principal amount of the Company’s 6.875% senior unsecured notes due 2030 (the “2030 Notes”). The 2030 Notes will be sold to investors at a price of 100% of the principal amount thereof. The Company expects to receive net proceeds from the issuance and sale of the 2030 Notes (the “Offering”) of $295 million, after deducting the Initial Purchasers’ discounts and estimated offering expenses.

The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company and the Guarantors have also agreed not to offer or sell certain debt securities for a period of 90 days after September 2, 2025, without the prior consent of BofA.

The 2030 Notes are to be sold in a transaction exempt from the registration requirements under the Securities Act. The Initial Purchasers intend to resell the 2030 Notes to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons in reliance on Regulation S. The 2030 Notes have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

The foregoing descriptions are qualified in their entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

On September 2, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of such press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number						Description
10.1						Purchase Agreement, dated as of September 2, 2025, by and among the Company, the Guarantors and BofA Securities, Inc., as representative of the several initial purchasers named therein.
99.1						Press Release dated September 2, 2025
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

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.

Date: September 2, 2025			DREAM FINDERS HOMES, INC.
			By:			/s/ Robert E. Riva
						Robert E. Riva
						Vice President, General Counsel and Corporate Secretary

FAQ

What did Dream Finders Homes (DFH) announce in this 8-K?

The company announced an offering of debt securities due 2030 (the "2030 Notes") sold in a transaction exempt from registration and filed the Purchase Agreement and a pricing press release as exhibits.

Are the 2030 Notes registered for sale to the general public?

No. The filing states the 2030 Notes have not been registered under the Securities Act or applicable state laws and may not be offered or sold in the United States absent registration or an applicable exemption.

How will the Initial Purchasers resell the 2030 Notes?

The Initial Purchasers intend to resell the 2030 Notes to qualified institutional buyers in reliance on Rule 144A and to non-U.S. persons in reliance on Regulation S.

Where can I find the full terms of the offering?

The filing refers to the Purchase Agreement filed as Exhibit 10.1 and a pricing press release filed as Exhibit 99.1; those exhibits should contain the detailed terms.

Does the excerpt disclose the amount or interest rate of the 2030 Notes?

No. The provided excerpt does not include the principal amount, interest rate, coupon, or specific economic terms.