Zalupski Patrick O. 4
4 · Dream Finders Homes, Inc. · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
Dream Finders (DFH) 10% Owner Zalupski Pledges 1,000,000 Shares
What Happened
- Patrick O. Zalupski, a 10% owner of Dream Finders Homes, entered into a prepaid variable forward sale contract and pledged 1,000,000 Class B shares on 2026-03-16. The filing reports this as an "other acquisition or disposition" (derivative) and shows an upfront cash payment of $9.7 million to the reporting person (POZ BR, LLC), of which Mr. Zalupski is the sole equity owner.
- This is not an ordinary open-market sale: the shares are pledged to secure the forward contract, and Mr. Zalupski retained dividend and voting rights during the pledge period.
Key Details
- Transaction date: 2026-03-16; Form 4 filed: 2026-03-17 (timely).
- Instrument: Prepaid variable forward sale contract; 1,000,000 Class B shares pledged.
- Upfront cash received: $9.7 million.
- Settlement mechanics (summary): settlement occurs across 10 components with valuation dates in Dec 3–14, 2029. Depending on the settlement price:
- If price ≤ $12.02 (Floor) → all pledged shares for that component are deliverable.
- If price > $12.02 and ≤ $26.29 (Cap) → shares delivered = pledged shares × (Floor / Settlement Price).
- If price > $26.29 → shares delivered = pledged shares × ((Floor + (Settlement Price − Cap)) / Settlement Price).
- Reporting vehicle: Mr. Zalupski assigned rights to POZ BR, LLC (his wholly owned entity).
- Shares owned after transaction: not specified in this filing.
- Filing code: “J” (other acquisition/disposition — derivative). Not a stock purchase or straightforward sale.
Context
- Plainly: Mr. Zalupski received cash now in exchange for agreeing to potentially deliver up to the pledged shares (or cash equivalent) at future settlement dates in 2029, depending on Dream Finders’ share price then. He kept voting and dividend rights during the pledge, so control and income flow remain unchanged for now.
- For investors: this is a liquidity/financing transaction by a large holder, not an immediate market sale. Such prepaid forward arrangements provide cash today while deferring (and potentially limiting) share delivery depending on future prices; they do not necessarily signal a definitive view on the stock.
Insider Transaction Report
Form 4
Zalupski Patrick O.
DirectorPresident and CEO10% Owner
Transactions
- OtherSwap
Prepaid Variable Forward Sale Contract
[F1][F2][F3][F4][F5]2026-03-16+1,000,000→ 1,000,000 total(indirect: By LLC)→ Class A Common Stock (1,000,000 underlying)
Footnotes (5)
- [F1]POZ BR, LLC (the "reporting person"), of which Mr. Zalupski is the sole equity owner, entered into a prepaid variable forward sale contract with an unaffiliated third party buyer whereby the reporting person pledged an aggregate of 1,000,000 shares (the "Pledged Shares") of Dream Finders Homes, Inc. Class B common stock to secure its obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge.
- [F2]The contract obligates the reporting person 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 the reporting person's option, an equivalent amount of cash. The number of shares of Common Stock 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 closing price of the Common Stock on the designated valuation date for the applicable component within the period from December 3, 2029 to December 14, 2029 (each, a "Settlement Price") is less than or equal to $12.02 (the "Floor Price"), the reporting person will deliver to the buyer all of the Pledged Shares for the applicable component;
- [F3](Continued from Footnote 2) (b) if such Settlement Price is greater than the Floor Price but less than or equal to $26.29 (the "Cap Price"), the reporting person 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, the reporting person 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.
- [F4]In connection with the entry into the forward contract, the reporting person is entitled to receive an upfront cash payment of $9.7 million.
- [F5]Mr. Zalupski is the sole equity holder of POZ BR, LLC and has assigned his rights to the Pledged Shares and the shares of Class A Common Stock issuable in conversion therefor to POZ BR, LLC.
Signature
/s/ Robert E. Riva by Power of Attorney|2026-03-17