CEO’s POZ BR, LLC pledges 1M Dream Finders (NYSE: DFH) shares in $9.7M forward

Rhea-AI Filing Summary

Dream Finders Homes, Inc. insider reporting centers on a prepaid variable forward sale contract entered into by POZ BR, LLC, an entity solely owned by President and CEO Patrick O. Zalupski. The LLC pledged 1,000,000 shares of Class B common stock as collateral and retains dividend and voting rights during the pledge.

The contract is split into 10 components with settlement dates tied to valuation dates between December 3, 2029 and December 14, 2029. On each settlement date, the LLC must deliver up to 100% of the pledged shares for that component, or an equivalent amount of cash, depending on the stock’s closing price. If the price is at or below $12.02 (the floor), all pledged shares for that component are delivered. Between $12.02 and $26.29 (the cap), the share delivery is reduced by a floor-price-based fraction, and above $26.29, delivery is further reduced based on a formula using the floor and cap. In return, the LLC receives an upfront cash payment of $9.7 million. Mr. Zalupski has assigned his rights in the pledged shares and related Class A common stock issuable on conversion to POZ BR, LLC.

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
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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).

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)
03/16/2026

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

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	(1)(2)(3)(4)	03/16/2026		J/K(1)(2)(3)(4)		1,000,000		(2)	(2)	Class A Common Stock	1,000,000	(1)(2)(3)(4)	1,000,000	I	Owned by POZ BR, LLC(5)

Explanation of Responses:

1. POZ BR, LLC (the "reporting person"), of which Mr. Zalupski is the sole equity owner, entered into a prepaid variable forward sale contract with an unaffiliated third party buyer whereby the reporting person pledged an aggregate of 1,000,000 shares (the "Pledged Shares") of Dream Finders Homes, Inc. Class B common stock to secure its obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge.

2. The contract obligates the reporting person 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 the reporting person's option, an equivalent amount of cash. The number of shares of Common Stock 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 closing price of the Common Stock on the designated valuation date for the applicable component within the period from December 3, 2029 to December 14, 2029 (each, a "Settlement Price") is less than or equal to $12.02 (the "Floor Price"), the reporting person will deliver to the buyer all of the Pledged Shares for the applicable component;

3. (Continued from Footnote 2) (b) if such Settlement Price is greater than the Floor Price but less than or equal to $26.29 (the "Cap Price"), the reporting person 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, the reporting person 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.

4. In connection with the entry into the forward contract, the reporting person is entitled to receive an upfront cash payment of $9.7 million.

5. Mr. Zalupski is the sole equity holder of POZ BR, LLC and has assigned his rights to the Pledged Shares and the shares of Class A Common Stock issuable in conversion therefor to POZ BR, LLC.

	/s/ Robert E. Riva by Power of Attorney	03/17/2026
	** 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 did Dream Finders Homes (DFH) disclose about Patrick Zalupski’s recent transaction?

Dream Finders Homes disclosed that POZ BR, LLC, solely owned by CEO Patrick Zalupski, entered a prepaid variable forward sale contract pledging 1,000,000 Class B shares. The LLC retains dividend and voting rights while receiving $9.7 million in upfront cash under the contract terms.

How many Dream Finders Homes (DFH) shares are involved in the prepaid variable forward?

The contract involves 1,000,000 shares of Dream Finders Homes Class B common stock pledged by POZ BR, LLC. These pledged shares secure the LLC’s obligations and may be delivered, in whole or part, or settled in cash depending on future stock prices and contractual formulas.

What cash payment does POZ BR, LLC receive under the Dream Finders Homes (DFH) forward contract?

POZ BR, LLC is entitled to an upfront cash payment of $9.7 million under the prepaid variable forward sale contract. This payment is received now, while final share or cash delivery obligations will be determined by Dream Finders Homes’ stock price on specified 2029 valuation dates.

How is the number of Dream Finders Homes (DFH) shares delivered under the contract determined?

The number of shares delivered depends on Dream Finders Homes’ stock price on each component’s valuation date between December 3 and December 14, 2029. Prices at or below $12.02 trigger full delivery, while prices between $12.02 and $26.29, or above $26.29, use specified formulas to reduce share delivery.

Who actually entered the prepaid variable forward related to Dream Finders Homes (DFH) shares?

The prepaid variable forward contract was entered into by POZ BR, LLC, which is solely owned by Patrick O. Zalupski. The Form 4 attributes the transaction to this LLC, and Zalupski has assigned his rights in the pledged shares and related Class A conversion shares to POZ BR, LLC.

What rights does POZ BR, LLC retain over the pledged Dream Finders Homes (DFH) shares?

POZ BR, LLC retains dividend and voting rights in the 1,000,000 pledged Dream Finders Homes Class B shares during the term of the pledge. Although the shares secure the contract obligations, these retained rights allow the LLC to continue participating in governance and distributions until settlement.