Every material Form 8-K Dream Finders Homes has filed with the SEC since May 12, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Dream Finders Homes said that as of 5:00 p.m. New York City time on November 4, 2026, holders had tendered 99.22% of Beazer's 7.500% notes due 2031 and 98.28% of its 8.000% notes due 2032 in an exchange for new Dream Finders notes, and it received the majority consents needed to amend the Beazer indentures. The amendments would eliminate substantially all restrictive covenants and events of default, and would bind all holders of each series once operative. The exchange offer expires November 20, 2026, with settlement expected November 23, 2026, and the filing does not include any financial results.
7.500% notes due 2031: $248,062,000 of $250,000,000 principal tendered (about 99.22%) as of November 4, 2026.
8.000% notes due 2032: $393,125,000 of $400,000,000 principal tendered (about 98.28%) as of November 4, 2026.
Early participants receive $1,000 of new Dream Finders notes, a $50 early participation premium and $1.00 in cash per $1,000 exchanged; later tenders receive $950 of new notes per $1,000.
Expiration is 5:00 p.m. New York City time on November 20, 2026; settlement is expected November 23, 2026.
Dream Finders Homes reported third-quarter 2026 homebuilding revenue up 3% to $942 million and home closings up 3% to 1,967, but net income attributable to the company fell to $7 million, or less than a one cent loss per basic share, from $47 million, or $0.47 per share, a year earlier. Results were hurt by $23 million of Beazer acquisition costs and a homebuilding gross margin of 14.9% versus 17.5%, and the company said it expects further deal abandonment charges in the fourth quarter after completing the $2.2 billion Beazer acquisition on October 20, 2026.
Net income attributable to DFH was $7 million, or less than a one cent loss per basic share, versus $47 million, or $0.47 per share; excluding $23 million of Beazer acquisition costs, it was $27 million, or $0.22 per share.
Homebuilding revenues rose 3% to $942 million; homebuilding gross margin fell to 14.9% from 17.5%, and adjusted gross margin fell to 24.1% from 26.7%.
Beazer Homes USA acquisition was completed October 20, 2026, in an all-cash deal with an enterprise value of about $2.2 billion.
The company reiterated its 2026 guidance of about 9,250 home closings and expects deal abandonment charges in the fourth quarter.
Dream Finders Homes is offering to exchange any and all of Beazer Homes' 7.500% notes due 2031 ($250 million) and 8.000% notes due 2032 ($400 million) for new Dream Finders notes, following its October 20, 2026 completion of the Beazer acquisition. The offer also asks noteholders to consent to amendments that would eliminate substantially all restrictive covenants and events of default on the Beazer notes, which the company says is meant to simplify its capital structure.
Exchange offers cover $250 million of 2031 Beazer Notes and $400 million of 2032 Beazer Notes, open to eligible holders only.
Holders who tender by 5:00 p.m. New York time on November 4, 2026 receive $1,000 principal of new Dream Finders notes plus $1.00 cash per $1,000, including a $50 early participation premium.
Tenders after November 4 and through the November 20, 2026 expiration date receive $950 principal of new notes plus $1.00 cash per $1,000.
Consents would remove substantially all restrictive covenants and events of default from the Beazer notes and indentures.
Dream Finders Homes completed its acquisition of Beazer Homes USA on October 20, 2026, paying $33.50 in cash per Beazer share, for aggregate consideration of approximately $878.4 million and an enterprise value of approximately $2.2 billion. The deal was funded partly by $450.0 million from a second closing of Series B Convertible Preferred Stock and $572.1 million from a land bank facility with Millrose Properties, which also repaid Beazer's $350 million 7.250% notes due 2029. The company expects over $100 million of annual run-rate cost synergies and double-digit percentage EPS accretion in year one, and it has committed to reducing leverage within 18 to 24 months.
Beazer shareholders received $33.50 in cash per share; aggregate consideration was approximately $878.4 million.
The company sold 450,000 Series B Convertible Preferred Stock shares for $450.0 million at the second closing, on October 20, 2026.
Land bank facility proceeds of $572.1 million were used to redeem Beazer's $350 million 7.250% Senior Notes due 2029 and repay its credit facility.
Beazer's common stock was delisted from the New York Stock Exchange; the company says the combination makes it the nation's sixth-largest homebuilder.
Dream Finders Homes entered subscription agreements on September 14, 2026, selling 225,000 shares of Series B Convertible Preferred Stock for $225.0 million, and used the proceeds to redeem its Series A preferred stock. The company also agreed to sell 450,000 more Series B shares at a second closing, contingent on completing its previously announced merger with Beazer Homes USA, Inc., which would fund part of the merger consideration. The preferred stock ranks senior to common stock on dividends and liquidation, carries a 12.00% cumulative dividend, and can convert to Class A common stock at a discount after six years, so it adds a senior claim and potential dilution for common shareholders.
225,000 Series B shares sold at a first closing on September 14, 2026, for an aggregate $225.0 million, with a 2.50% original issue discount
Cumulative dividend of 12.00% per year, payable quarterly, with a maximum rate of 15.00% after step-ups
Additional 450,000 Series B shares to be sold at a second closing tied to the Beazer Homes USA merger conditions
Conversion not permitted by purchasers before the sixth anniversary of the First Closing, except in a Fundamental Change; conversion price floor of $4.19
Dream Finders Homes' board approved amendments to its 2021 Equity Incentive Plan, including a higher $400,000 annual cap on non-employee director compensation for the Chairman, Co-Chairman, Lead Director or similar roles. A majority shareholder approved the director pay change by written consent on August 20, 2026, with a Schedule 14C information statement to follow before it takes effect. The other changes are administrative: moving governing law from Delaware to Texas and revising the definition of Fair Market Value.
Director Compensation Limit for chair-level and lead director roles set at $400,000 per fiscal year
Majority shareholder approved the director pay amendment by written consent on August 20, 2026
Director pay change takes effect at least 20 calendar days after the information statement is mailed to shareholders
Governing law changed from Delaware to Texas and Fair Market Value definition revised, effective August 20, 2026
On August 6, 2026, Dream Finders Homes agreed to acquire Beazer Homes in an all-cash deal at an enterprise value of approximately $2.2 billion, with Beazer shareholders receiving $33.50 per share. The deal is expected to close in the fourth quarter of 2026, subject to Beazer stockholder approval and regulatory clearance, and Dream Finders reaffirmed its 2026 outlook of 9,250 home closings.
Beazer shareholders to receive $33.50 in cash per share; implied purchase price-to-book multiple of 0.8x
Enterprise value of approximately $2.2 billion; no financing condition in the merger agreement
Expected over $100 million in annual run-rate cost synergies and double-digit percentage accretion to EPS in year one, per the company
Closing expected in Q4 2026, subject to Beazer stockholder approval and Hart-Scott-Rodino waiting period expiration
Dream Finders Homes reported second-quarter 2026 results with net sales up 15% to 2,232 homes, but net income attributable to the company fell to $28 million, or $0.27 per basic share, from $57 million, or $0.57, a year earlier. Homebuilding revenues fell 8% to $1.0 billion as average selling prices declined, and the company reiterated its 2026 guidance of approximately 9,250 home closings.
Net income attributable to DFH was $28 million, or $0.27 per basic share, versus $57 million, or $0.57, in Q2 2025.
Homebuilding revenues were $1.0 billion, down 8%; homebuilding gross margin was 14.2% versus 16.5%.
Net sales rose 15% to 2,232 homes and home closings rose 3% to 2,290 compared with Q2 2025.
The company reiterated its full-year 2026 guidance of approximately 9,250 home closings.
On July 13, 2026, Dream Finders Homes expanded its board from five to seven members and appointed Richard Beckwitt, former Co-Chief Executive Officer and Co-President of Lennar Corporation, as a director and Co-Chairman alongside CEO Patrick Zalupski. The board also appointed Steven Fischer, former President and CEO of TIAA Bank, as a director and member of the Audit Committee. The changes alter the company's board leadership structure and add a director the board has designated as an audit committee financial expert.
Board expanded from five to seven members; Beckwitt and Fischer appointed effective immediately on July 13, 2026
Beckwitt named Co-Chairman with CEO Patrick Zalupski and will receive 400,000 restricted stock units, subject to stockholder approval of an amendment to the 2021 Equity Incentive Plan
Fischer joins the Audit Committee, replacing Megha Parekh, and the board determined he is an audit committee financial expert
Press releases announcing the appointments are dated July 14, 2026 (Beckwitt) and July 17, 2026 (Fischer), furnished as Exhibits 99.1 and 99.2
Dream Finders Homes completed its reincorporation from Delaware to Texas, effective June 9, 2026, with its Class A and Class B shares converting one-for-one and continuing to trade on the NYSE under DFH. The company states the move did not change its business, management, offices, employees, or material contracts, but stockholder rights changed as a result, and its internal affairs are now governed by Texas law.
Reincorporation effective June 9, 2026, at 5 p.m. Eastern Time
Stockholders approved the reincorporation 177,311,616 for and 8,738,593 against at the June 8, 2026 Annual Meeting
Each Delaware Class A and Class B share converted into one Texas Class A or Class B share; no certificate exchange needed
New director and officer indemnification agreements governed by Texas law were approved
Dream Finders Homes appointed Clint Szubinski as Chief Operating Officer effective immediately, with an employment agreement that includes an $800,000 base salary and a $6,000,000 restricted stock signing bonus. Doug Moran, formerly COO, is now National President and will continue to provide guidance, and Szubinski will direct the Company's strategic vision and operational performance.
Appointment announced June 1, 2026; effective immediately
Base salary of $800,000 and one-time signing bonus of restricted stock valued at $6,000,000, vesting annually over three years
Szubinski previously served as Chief Operating Officer and Executive Vice President of Meritage Homes Corporation from January 2021 to May 2025
Severance includes 12 months of base salary if terminated without Cause during the first three years
Dream Finders Homes reported first quarter 2026 results for the three months ended March 31, 2026. Net income attributable to the company fell to $13 million, or $0.11 per basic share, from $55 million, or $0.55 per basic share, a year earlier, while net sales rose 19% to a record 2,408 and homebuilding revenues fell 14% to $837 million. The company reiterated its full-year 2026 guidance of approximately 9,250 home closings.
Net income attributable to DFH was $13 million, or $0.11 per basic share, versus $55 million, or $0.55, in Q1 2025.
Homebuilding revenues were $837 million, down 14%, and homebuilding gross margin was 14.5% versus 19.2%.
Net sales were 2,408, up 19%, and the cancellation rate improved to 7.5% from 11.7%.
The company reiterated its 2026 guidance of approximately 9,250 home closings.
Dream Finders Homes reported fourth quarter and full year 2025 results on February 23, 2026. Fourth quarter homebuilding revenues fell 24% and net income attributable to the company fell to $59 million from $129 million, while full year net sales rose 15% to 7,747 but full year net income fell to $217 million from $335 million. The company expects approximately 9,250 home closings for 2026, and shareholders will weigh that outlook against lower margins and profit.
Q4 2025 homebuilding revenues were $1.2 billion versus $1.5 billion in Q4 2024; net income attributable to DFH was $59 million ($0.60 basic per share) versus $129 million ($1.35).
Full year 2025 net income attributable to DFH was $217 million ($2.19 basic per share) versus $335 million ($3.44), while full year net sales rose 15% to 7,747.
Homebuilding gross margin was 16.7% in Q4 2025 versus 17.7% and 17.4% for the full year versus 18.3%.
The company initiated 2026 guidance of approximately 9,250 home closings.
Dream Finders Homes reported third-quarter 2025 results with homebuilding revenue down 7% to $917 million and net income attributable to the company down to $47 million from $71 million. It also cut its full-year 2025 outlook to approximately 8,500 home closings from a prior outlook of approximately 9,250, citing challenging market conditions.
Q3 homebuilding revenues were $917 million, down 7% from $986 million, while home closings rose 1% to 1,915.
Net income attributable to DFH was $47 million, or $0.47 per basic share, versus $71 million, or $0.72 per basic share a year earlier.
Full-year 2025 home closings guidance was revised to approximately 8,500 from approximately 9,250.
The company issued $300 million of 6.875% senior unsecured notes and had total liquidity of $625 million as of September 30, 2025.
Dream Finders Homes and certain subsidiaries entered into an indenture governing $300 million of 6.875% senior unsecured notes maturing September 15, 2030. The company may redeem up to 40% of the notes before September 15, 2027, and the notes carry a 101% change-of-control repurchase right, so the debt terms are set out in full for holders. The filing adds $300 million of new debt obligations and does not state how the proceeds will be used.
Principal: $300 million of 6.875% senior unsecured notes due September 15, 2030
Interest is payable semiannually on March 15 and September 15, with the first payment on March 15, 2026
Early redemption: up to 40% of principal before September 15, 2027 at 106.875%, funded from certain equity offerings; call prices step down to 103.438%, 101.719% and 100.000% in later years
Change of control: holders may require repurchase at 101% of principal plus accrued interest; trustee is U.S. Bank Trust Company, National Association
Dream Finders Homes agreed on September 2, 2025 to sell $300 million of 6.875% senior unsecured notes due 2030 at 100% of principal, with expected net proceeds of $295 million. The company plans to use the proceeds to repay part of its revolving credit facility and for general corporate purposes, which adds debt that will carry interest until repaid; the offering is expected to close September 5, 2025.
Principal amount: $300 million of 6.875% senior unsecured notes due 2030, sold at 100% of principal
Expected net proceeds: approximately $295 million after initial purchasers' discounts and offering expenses
Proceeds to repay part of borrowings under the existing revolving credit facility and for general corporate purposes
Offering expected to close September 5, 2025; notes sold privately under Rule 144A and Regulation S
Dream Finders Homes entered into an amendment on August 21, 2025 to its revolving credit facility, increasing aggregate commitments to $1.475 billion, subject to a borrowing base. The amendment also extends the maturity date to August 21, 2028 for lenders holding $1.240 billion of those commitments and raises the base minimum tangible net worth covenant from $739 million to $981 million.
Aggregate revolving commitments increased to $1.475 billion, subject to a borrowing base
Maturity extended from June 4, 2027 to August 21, 2028 for lenders holding $1.240 billion of commitments
Base minimum tangible net worth covenant increased from $739 million to $981 million
Bank of America, N.A. is administrative agent; the amendment is filed as Exhibit 10.1
Dream Finders Homes reported second quarter 2025 results, with homebuilding revenue up 4% to $1.1 billion and home closings up 10% to 2,232. Net income attributable to the company fell to $57 million, or $0.57 per basic share, from $81 million, or $0.83, a year earlier, as homebuilding gross margin narrowed to 16.5% from 19.0%. The company reiterated its full-year 2025 guidance of approximately 9,250 home closings.
Homebuilding revenue rose 4% to $1.1 billion; home closings rose 10% to 2,232 from 2,031.
Net income attributable to Dream Finders Homes was $57 million, or $0.57 per basic share, versus $81 million, or $0.83, in the prior-year quarter.
Homebuilding gross margin was 16.5% versus 19.0%, citing increased incentives, higher land and financing costs, and product mix.
Full-year 2025 guidance of approximately 9,250 home closings was reiterated; the company repurchased 705,404 Class A shares for $16 million in the quarter.
Dream Finders Homes director W. Radford Lovett II notified the company on May 8, 2025, that he will retire from the Board of Directors effective June 9, 2025, the date of the annual shareholder meeting, citing competing business and personal commitments. The filing describes him as a director since January 2021 and a company director, investor and advisor for over eleven years, and it does not name a replacement.
Lovett notified the company on May 8, 2025 of his intent to retire.
Retirement is effective June 9, 2025, the date of the annual shareholder meeting.
Lovett, age 65, has been a board member since January 2021 and served on the board of managers of DFH LLC from December 2014 to January 2021.
The filing cites competing business and personal commitments as the reason and does not name a successor.
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