Dream Finders Homes, Inc.
For the period ended Jun 8, 2026. Filed Apr 16, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 8, 2026 · Filed Apr 16, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrantx
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| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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From our Chairman & CEO
Dear Fellow Owners,
2025 concluded our 17 th year of business and our fifth as a public company. We pride ourselves on always being honest with our analysis of the business and clearly 2025 was a challenging year. We expect this difficult backdrop to continue for the homebuilding industry; still, we believe the best operators find a way to navigate any environment. Our annual results included total revenues of $4.1 billion, supported by closings of 8,608 homes, an increase in deliveries over the prior year. Our 2025 full year pretax income was $284 million, net income attributable to Dream Finders was $217 million and basic earnings per share was $2.19. We are pleased with the results from our 2025 acquisitions of Liberty Communities, Alliant Title and Green River Builders, with contributions to total revenues of $250 million, $86 million and $22 million, respectively.
While we are proud that our 2025 year demonstrated the resiliency of our business, as well as the perseverance of our team in a challenging environment, we have shifted our focus to 2026 and our commitment to further scaling our business and delivering long-term returns to our shareholders.
My full 2025 thoughts and the year ahead will be included in my forthcoming annual letter, which will be accessible on the Company’s Investor Relations website.
About Dream Finders Homes, Inc.
Dream Finders Homes (NYSE: DFH), headquartered in Jacksonville, Florida, was recognized as the 2025 National Builder of the Year by Builder magazine. Dream Finders Homes builds single-family homes throughout the Southeast, Mid-Atlantic and Midwest, including Florida, Texas, Tennessee, North Carolina, South Carolina, Georgia, Colorado, Arizona, and the Washington, D.C. metropolitan area, which comprises Washington D.C., Northern Virginia and Maryland. As the Official Home Builder of the PGA TOUR, the Jacksonville Jaguars and the Tampa Bay Rays, Dream Finders Homes is deeply committed to excellence beyond homebuilding and into the communities it serves. Through its wholly owned subsidiaries, DFH also provides mortgage financing as well as title agency and underwriting services to homebuyers. Dream Finders Homes achieves its growth and returns by maintaining an asset-light homebuilding model. As of April 10, 2026, DFH operated in 10 states, as depicted below.
i
14701 Philips Highway, Suite 300
Jacksonville, Florida 32256
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
to be held on:
June 8, 2026
10:00 a.m. Eastern Time
Dear Stockholder:
You are cordially invited to attend our 2026 Annual Meeting of Stockholders, which will be held at 10:00 a.m., Eastern Time, on Monday, June 8, 2026 (the “Annual Meeting”), at our headquarters located at 14701 Philips Highway, Jacksonville, Florida 32256 in Suite 300.
We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:
To elect the nominees named in the accompanying proxy statement to our Board of Directors;
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
To approve a non-binding advisory resolution approving executive compensation for fiscal year 2025;
To approve the reincorporation of Dream Finders Homes, Inc. to the State of Texas by conversion (the “Reincorporation Proposal”);
To approve the potential conversion of our Series A Preferred Stock into shares of Class A common stock in accordance with New York Stock Exchange (“NYSE”) rules (the “Series A Proposal”); and
To transact such other business as may properly come before the Annual Meeting, or any adjournment or postponement thereof.
Only stockholders of record as of the close of business on April 10, 2026 are entitled to notice and to vote at the Annual Meeting or any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our headquarters during the 10-day period prior to the Annual Meeting. If you would like to view this stockholder list at our headquarters, please contact Investor Relations at investors@dreamfindershomes.com.
Each share of our Class A common stock entitles the holder thereof to cast one vote on each matter brought before the Annual Meeting and each share of our Class B common stock entitles the holder thereof to cast three votes on each matter brought before the Annual Meeting. Your vote as a stockholder of Dream Finders Homes, Inc. is very important. If you are a registered stockholder and have questions regarding your stock ownership, you may contact our transfer agent, Broadridge Corporate Issuer Solutions, Inc., by email at shareholder@broadridge.com, through its website at www.broadridge.com or by phone at 1-844-998-0339 (within the U.S. and Canada) or 1-303-562-9304 (outside the U.S. and Canada).
ii
Our Board of Directors has approved the proposals described in the accompanying proxy statement and recommends that you vote:
FOR the election of all nominees for director in Proposal 1;
FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 in Proposal 2;
FOR the approval of the advisory resolution on executive compensation for fiscal year 2025 in Proposal 3;
FOR the approval of the Reincorporation Proposal in Proposal 4; and
FOR the approval of the Series A Proposal in Proposal 5.
BY ORDER OF THE BOARD OF DIRECTORS
Robert E. Riva
Vice President, General Counsel and Corporate Secretary
Jacksonville, Florida
April 16, 2026
YOUR VOTE IS IMPORTANT
Instructions for submitting your proxy are provided in the Notice of Internet Availability of Proxy Materials, the accompanying proxy statement and your proxy card. It is important that your shares of our common stock be represented and voted at the Annual Meeting. Please submit your proxy through the Internet, by telephone or by completing the proxy card. You may revoke your proxy at any time prior to its exercise at the Annual Meeting. Please do not return the proxy card if you are voting through the Internet or by telephone.
Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to be Held on June 8, 2026:
The accompanying proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025 are available for review online at www.proxyvote.com or https://investors.dreamfindershomes.com.
iii
TABLE OF CONTENTS
| Proxy Statement | 1 |
|---|---|
| Proposal 1 - Election of Directors | 7 |
| Proposal 2 - Ratification of the Independent Auditors | 11 |
| Proposal 3 - Non-binding, Advisory Vote on Executive Compensation | 13 |
| Proposal 4 - Reincorporation Proposal | 14 |
| Proposal 5 - Series A Proposal | 70 |
| Corporate Governance and Director Independence | 71 |
| Code of Business Conduct and Ethics | 73 |
| Board’s Leadership Structure and Role in Risk Oversight | 73 |
| Board and Committee Meetings | 75 |
| Non-Employee Director Compensation | 78 |
| Stock Ownership Policy for Non-Employee Directors | 79 |
| Compensation Committee Interlocks and Insider Participation | 80 |
| Certain Relationships and Related Party Transactions | 80 |
| Contacting the Board | 82 |
| Security Ownership of Certain Beneficial Owners | 82 |
| Insider Trading Policy | 85 |
| Executive Officers | 86 |
| Compensation Discussion and Analysis | 87 |
| Compensation Committee Report | 96 |
| Executive Compensation | 97 |
| Additional Information | 106 |
| Appendix A: Plan of Conversion | A-1 |
|---|---|
| Appendix B: Reincorporation Resolutions | B-1 |
| Appendix C: Delaware Charter | C-1 |
| Appendix D: Delaware Bylaws | D-1 |
| Appendix E: Texas Charter | E-1 |
| Appendix F: Texas Bylaws | F-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.