Dream Finders Homes (DFH) CEO reports major stock grant and tax withholdings
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Dream Finders Homes, Inc. President and CEO Patrick O. Zalupski reported several equity changes in company stock. On March 6, 2026, he acquired 287,119 shares of Class A common stock as a grant at $0.00 per share. According to a footnote, this restricted stock is scheduled to vest in three equal annual installments beginning March 6, 2027.
To satisfy tax obligations upon vesting, he disposed of 26,000 shares on March 5, 2026 at $17.25, 17,424 shares on March 6, 2026 at $16.40, and 48,348 shares on March 8, 2026 at $15.71 through tax-withholding transactions. Footnotes also describe previously entered prepaid variable forward sale contracts secured by 3,000,000 pledged Class B shares, under which he retains dividend and voting rights during the pledge term.
Positive
- None.
Negative
- None.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
Zalupski Patrick O.
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class A common stock, par value $0.01 per share | 48,348 | $15.71 | $760K |
| Grant/Award | Class A common stock, par value $0.01 per share | 287,119 | $0.00 | -- |
| Tax Withholding | Class A common stock, par value $0.01 per share | 17,424 | $16.40 | $286K |
| Tax Withholding | Class A common stock, par value $0.01 per share | 26,000 | $17.25 | $449K |
| holding | Prepaid Variable Forward Sale Contract | -- | -- | -- |
| holding | Class B common stock, par value $0.01 per share | -- | -- | -- |
| holding | Class B common stock, par value $0.01 per share | -- | -- | -- |
| holding | Class B common stock, par value $0.01 per share | -- | -- | -- |
Holdings After Transaction:
Class A common stock, par value $0.01 per share — 2,092,819 shares (Direct);
Prepaid Variable Forward Sale Contract — 3,000,000 shares (Direct);
Class B common stock, par value $0.01 per share — 56,320,586 shares (Direct);
Class B common stock, par value $0.01 per share — 809,409 shares (Indirect, By Trust)
Footnotes (1)
- Withholding of shares upon vesting by the Company to satisfy tax liability. Includes 11,941 shares held in a 401(k) account. The restricted stock will vest in three equal annual installments beginning on March 6, 2027 and each anniversary thereof. 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. Trust established for the benefit of the reporting person's children. Shares held by POZ Holdings, Inc., which is controlled by the reporting person. 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. (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"), (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.
FAQ
What insider transactions did DFH CEO Patrick Zalupski report on this Form 4?
Patrick Zalupski reported a large restricted stock grant and related tax-withholding dispositions. He received 287,119 Class A shares as a grant, then disposed of shares on three dates to cover tax liabilities associated with vesting, at prices between $15.71 and $17.25 per share.
How will the DFH CEO’s new restricted stock grant vest over time?
According to a footnote, the 287,119 restricted shares will vest in three equal annual installments. Vesting begins on March 6, 2027, with additional tranches vesting on each subsequent anniversary date, assuming conditions for vesting are satisfied.
What do the prepaid variable forward sale contracts involving DFH Class B stock cover?
Footnotes state Mr. Zalupski entered prepaid variable forward sale contracts pledging 3,000,000 Class B shares as collateral. He retains dividend and voting rights during the pledge, and future share or cash delivery will depend on the Class A share price within specified valuation periods and price thresholds.