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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

DFH$12.40-0.5%Stored close · as of Nov 6, 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

Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

(Exact name of registrant as specified in its charter)

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Payment of Filing Fee (Check the appropriate box):

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oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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:

  1. To elect the nominees named in the accompanying proxy statement to our Board of Directors;

  2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

  3. To approve a non-binding advisory resolution approving executive compensation for fiscal year 2025;

  4. To approve the reincorporation of Dream Finders Homes, Inc. to the State of Texas by conversion (the “Reincorporation Proposal”);

  5. 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

  6. 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 Statement1
Proposal 1 - Election of Directors7
Proposal 2 - Ratification of the Independent Auditors11
Proposal 3 - Non-binding, Advisory Vote on Executive Compensation13
Proposal 4 - Reincorporation Proposal14
Proposal 5 - Series A Proposal70
Corporate Governance and Director Independence71
Code of Business Conduct and Ethics73
Board’s Leadership Structure and Role in Risk Oversight73
Board and Committee Meetings75
Non-Employee Director Compensation78
Stock Ownership Policy for Non-Employee Directors79
Compensation Committee Interlocks and Insider Participation80
Certain Relationships and Related Party Transactions80
Contacting the Board82
Security Ownership of Certain Beneficial Owners82
Insider Trading Policy85
Executive Officers86
Compensation Discussion and Analysis87
Compensation Committee Report96
Executive Compensation97
Additional Information106
Appendix A: Plan of ConversionA-1
Appendix B: Reincorporation ResolutionsB-1
Appendix C: Delaware CharterC-1
Appendix D: Delaware BylawsD-1
Appendix E: Texas CharterE-1
Appendix F: Texas BylawsF-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.