Patrick O. Zalupski - Mar 5, 2025 Form 4 Insider Report for Dream Finders Homes, Inc. (DFH)

Role: President and CEO, Director, 10%+ Owner
Signature: /s/ Robert E. Riva by Power of Attorney
Stock symbol: DFH
Transactions as of: Mar 5, 2025
Transactions value $: -$316,461
Form type: 4
Date filed: 3/7/2025, 05:25 PM
Previous filing: Dec 19, 2024
Next filing: Mar 10, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DFH	Class A common stock, par value $0.01 per share	Award	$0	+198K	+10.23%	$0.00	2.14M	Mar 5, 2025	Direct	F1, F2
transaction	DFH	Class A common stock, par value $0.01 per share	Tax liability	-$316K	-12.7K	-0.59%	$24.93	2.12M	Mar 6, 2025	Direct	F2, F3
holding	DFH	Class B common stock, par value $0.01 per share						56.3M	Mar 5, 2025	Direct	F4
holding	DFH	Class B common stock, par value $0.01 per share						809K	Mar 5, 2025	By Trust	F4, F5
holding	DFH	Class B common stock, par value $0.01 per share						596K	Mar 5, 2025	See Footnote	F4, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	DFH	Prepaid Variable Forward Sale Contract						2M	Mar 5, 2025	Class A Common Stock	2M		Direct	F7, F8, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The restricted stock will vest in three equal annual installments beginning on March 5, 2026 and each anniversary thereof.
F2	Includes 6,141 shares held in a 401(k) account.
F3	Withholding of shares upon vesting by the Company to satisfy tax liability.
F4	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.
F5	Trust established for the benefit of the reporting person's children.
F6	Shares held by POZ Holdings, Inc., which is controlled by the reporting person.
F7	Mr. Zalupski entered into prepaid variable forward sale contracts on August 14, 2024 and December 5, 2024, respectively, whereby Mr. Zalupski pledged an aggregate of 2,000,000 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.
F8	(Continued from footnote 9) 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 and 5/15/2028 to 5/26/2028 with respect to 1,000,000 shares (each, a "Settlement Price") is less than or equal to $22.12 or $24.01, as applicable, (the "Floor Price"), Mr. Zalupski will deliver to the buyer all of the Pledged Shares for the applicable component; (b) if such Settlement Price is
F9	(Continued from Footnote 10) greater than the Floor Price but less than or equal to $55.30 or $66.02, 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. In connection with the entry into the forward contracts, Mr. Zalupski received aggregate upfront cash payments of approximately $33.2 million.