Patrick O. Zalupski - Apr 1, 2025 Form 4 Insider Report for Dream Finders Homes, Inc. (DFH)

Signature
/s/ Robert E. Riva by Power of Attorney
Stock symbol
DFH
Transactions as of
Apr 1, 2025
Transactions value $
-$312,243
Form type
4
Date filed
4/2/2025, 06:04 PM
Previous filing
Mar 12, 2025

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 Tax liability -$312K -13.9K -0.68% $22.42 2.02M Apr 1, 2025 Direct F1, F2
holding DFH Class B common stock, par value $0.01 per share 56.3M Apr 1, 2025 Direct F3
holding DFH Class B common stock, par value $0.01 per share 809K Apr 1, 2025 By Trust F3, F4
holding DFH Class B common stock, par value $0.01 per share 596K Apr 1, 2025 See Footnote F3, F5

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 Apr 1, 2025 Class A Common Stock 2M Direct F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Withholding of shares upon vesting by the Company to satisfy tax liability.
F2 Includes 6,141 shares held in a 401(k) account.
F3 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.
F4 Trust established for the benefit of the reporting person's children.
F5 Shares held by POZ Holdings, Inc., which is controlled by the reporting person.
F6 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.
F7 (Continued from footnote 6) 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
F8 (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 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