| 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 | Sale | -$409K | -15K | -0.76% | $27.30 | 1.96M | Dec 17, 2024 | Direct | F1, F2 |
| transaction | DFH | Class A common stock, par value $0.01 per share | Sale | -$91.6K | -3.25K | -0.17% | $28.21 | 1.96M | Dec 17, 2024 | Direct | F2, F3 |
| transaction | DFH | Class A common stock, par value $0.01 per share | Sale | -$274K | -10.6K | -0.54% | $25.93 | 1.95M | Dec 18, 2024 | Direct | F2, F4 |
| transaction | DFH | Class A common stock, par value $0.01 per share | Sale | -$212K | -7.86K | -0.4% | $26.92 | 1.94M | Dec 18, 2024 | Direct | F2, F5 |
| holding | DFH | Class B common stock, par value $0.01 per share | 56.3M | Dec 17, 2024 | Direct | F6 | |||||
| holding | DFH | Class B common stock, par value $0.01 per share | 809K | Dec 17, 2024 | By Trust | F6, F7 | |||||
| holding | DFH | Class B common stock, par value $0.01 per share | 596K | Dec 17, 2024 | See Footnote | F6, F8 |
| 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 | Dec 17, 2024 | Class A Common Stock | 2M | Direct | F9, F10, F11 |
Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.
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).
| Id | Content |
|---|---|
| F1 | The price reported in Column 4 is a weighted average price. The prices sold ranged from $26.91 to $27.90. 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. |
| F2 | Includes 6,141 shares held in a 401(k) account. |
| F3 | The price reported in Column 4 is a weighted average price. The prices sold ranged from $27.91 to $28.79. 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. |
| F4 | The price reported in Column 4 is a weighted average price. The prices sold ranged from $25.57 to $26.56. 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. |
| F5 | The price reported in Column 4 is a weighted average price. The prices sold ranged from $26.57 to $27.48. 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. |
| F6 | 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. |
| F7 | Trust established for the benefit of the reporting person's children. |
| F8 | Shares held by POZ Holdings, Inc., which is controlled by the reporting person. |
| F9 | 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. |
| F10 | (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 |
| F11 | (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. |