Dream Finders (DFH) Form 4: CEO Sales and 3M-Share Forward Contract Disclosed

Rhea-AI Filing Summary

Patrick O. Zalupski, President, CEO and 10% owner of Dream Finders Homes, Inc. (DFH) reported sales of Class A common stock on 08/26/2025 (5,686 shares at a weighted average price of $28.74; prices ranged $28.48–$29.11) and on 08/27/2025 (5,259 shares at a weighted average price of $28.09; prices ranged $27.88–$28.71). After those sales, he directly owned 1,946,898 shares of Class A common stock (including 6,141 shares in a 401(k)). He holds 56,320,586 shares of Class B common stock directly and additional indirect holdings of 809,409 and 596,158 shares through a trust and POZ Holdings, Inc., respectively. Mr. Zalupski disclosed prepaid variable forward sale contracts entered into in 2024 and 2025 that pledge an aggregate of 3,000,000 Class B shares to secure obligations, while he retains dividend and voting rights. The contracts define settlement windows between 2027 and 2029 with specified floor and cap prices that determine the number of shares or cash delivery.

Positive

• Reporting person retains substantial control: 56,320,586 Class B shares direct plus indirect holdings indicate continued governance influence
• Dividend and voting rights retained on the 3,000,000 pledged Class B shares, preserving control during the pledge term
• Disclosure includes 10b5-1 plan checkbox and detailed contract mechanics, improving transparency

Negative

• Insider sold 10,945 Class A shares on 08/26–08/27/2025, reducing direct Class A ownership to 1,946,898
• 3,000,000 Class B shares pledged under prepaid variable forward contracts and potentially deliverable between 2027–2029, creating future share supply risk

Insights

Financial Analyst

TL;DR: Insider sales were modest relative to very large Class B ownership; 3,000,000 Class B shares are pledged under forward contracts, which can affect future share supply.

The reported open-market dispositions on 08/26/2025 and 08/27/2025 total 10,945 Class A shares at weighted-average prices near $28.4, reducing direct Class A holdings to 1,946,898. More materially, Mr. Zalupski retains dominant economic and voting exposure through 56.3 million Class B shares plus indirect holdings, while 3,000,000 Class B shares are pledged under prepaid variable forward contracts with settlement windows spanning 2027–2029 and defined floor and cap prices that govern share vs. cash settlement. For valuation and potential future share overhang analysis, these contracts and their settlement mechanics are key quantifiable items disclosed in the filing.

Corporate Governance Expert

TL;DR: Reporting person remains controller-level with voting and dividend rights retained on pledged shares; filings show standard Section 16 disclosures and 10b5-1 plan usage.

The form shows Mr. Zalupski as Director, President and CEO and a >10% owner, maintaining dividend and voting rights on pledged shares which preserves governance influence. The filing flags transactions pursuant to a 10b5-1 plan and documents power-of-attorney signature. From a governance perspective, the disclosure is comprehensive on beneficial ownership, pledges, and contractual settlement mechanisms, enabling shareholders to assess control continuity and potential future dilution risk tied to the prepaid variable forward contracts.

SEC 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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^*

Zalupski Patrick O.

(Last) (First) (Middle)

14701 PHILIPS HIGHWAY

SUITE 300

(Street)

JACKSONVILLE FL 32256

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dream Finders Homes, Inc. [ DFH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

4. If Amendment, Date of 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

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
Class A common stock, par value $0.01 per share	08/26/2025		S		5,686	D	$28.74(1)	1,952,157(2)	D
Class A common stock, par value $0.01 per share	08/27/2025		S		5,259	D	$28.09(3)	1,946,898(2)	D
Class B common stock, par value $0.01 per share(4)								56,320,586	D
Class B common stock, par value $0.01 per share(4)								809,409	I	By Trust(5)
Class B common stock, par value $0.01 per share(4)								596,158	I	See Footnote(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Prepaid Variable Forward Sale Contract	(7)(8)(9)							(8)	(8)	Class A Common Stock	3,000,000		3,000,000	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The prices sold ranged from $28.48 to $29.11. The reporting person will provide the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.

2. Includes 6,141 shares held in a 401(k) account.

3. The price reported in Column 4 is a weighted average price. The prices sold ranged from $27.88 to $28.71. The reporting person will provide the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range.

4. Each share of Class B Common Stock is convertible at the option of the reporting person into one share of Class A Common Stock ("Common Stock") of Dream Finders Homes, Inc. and has no expiration date.

5. Trust established for the benefit of the reporting person's children.

6. Shares held by POZ Holdings, Inc., which is controlled by the reporting person.

7. Mr. Zalupski entered into prepaid variable forward sale contracts on August 14, 2024, December 5, 2024, and June 5, 2025, respectively, whereby Mr. Zalupski pledged an aggregate of 3,000,000 shares (the "Pledged Shares") of Class B Common Stock to secure obligations under the contracts, and retained dividend and voting rights in the Pledged Shares during the term of the pledge.

8. (Continued from footnote 7) The contracts obligate Mr. Zalupski to deliver to the buyer, on the applicable settlement date for each of the 10 components, up to one hundred percent (100%) of the number of Pledged Shares for such component or, at Mr. Zalupski's option, an equivalent amount of cash. The number of shares to be delivered to the buyer on the settlement date (or on which to base the amount of cash to be delivered to the buyer on the settlement date) is to be determined as follows: (a) if the volume-weighted average price of the Class A Common Stock on the designated valuation date for the applicable component within the period from 8/16/2027 to 8/27/2027 with respect to 1,000,000 shares, 5/15/2028 to 5/26/2028 with respect to 1,000,000 shares, and 3/20/2029 to 4/3/2029 with respect to 1,000,000 shares (each, a "Settlement Price") is less than or equal to $22.12, $24.01 or $17.27, as applicable, (the "Floor Price"),

9. (Continued from Footnote 8) Mr. Zalupski will deliver to the buyer all of the Pledged Shares for the applicable component; (b) if such Settlement Price is greater than the Floor Price but less than or equal to $55.30, $66.02 or $37.78, as applicable (the "Cap Price"), Mr. Zalupski will deliver to the buyer the number of shares equal to one hundred percent (100%) of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and (c) if such Settlement Price is greater than the Cap Price, Mr. Zalupski will deliver to the buyer the number of shares equal to one hundred percent (100%) of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price.

	/s/ Robert E. Riva by Power of Attorney	08/28/2025
	** 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).
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FAQ

What shares did Patrick O. Zalupski sell on 08/26–08/27/2025 in DFH?

He sold 5,686 shares on 08/26/2025 at a weighted average price of $28.74 (range $28.48–$29.11) and 5,259 shares on 08/27/2025 at a weighted average price of $28.09 (range $27.88–$28.71).

How many DFH shares does Zalupski beneficially own after these transactions?

He directly owns 1,946,898 shares of Class A common stock (including 6,141 shares in a 401(k)) and 56,320,586 shares of Class B common stock directly, plus indirect holdings.

What prepaid variable forward contracts did the Form 4 disclose for DFH insider holdings?

Prepaid variable forward sale contracts pledge an aggregate of 3,000,000 Class B shares; settlement windows are 8/16–8/27/2027, 5/15–5/26/2028, and 3/20–4/3/2029, with specified floor and cap prices determining share/cash delivery.

Does Zalupski retain voting or dividend rights on pledged DFH shares?

Yes; the filing states he retained dividend and voting rights in the pledged shares during the term of the pledge.

Is this Form 4 filed under a 10b5-1 plan for DFH trades?

Yes; the form indicates the transaction was made pursuant to a contract, instruction or written plan intended to satisfy Rule 10b5-1(c).