{"filing":{"accession_number":"0001628280-26-061981","cik":"0001825088","ticker":"DFH","company_name":"Dream Finders Homes, Inc.","form":"8-K","filing_date":"2026-09-15","report_date":"2026-09-14","primary_document":"dream-20260914.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1825088/000162828026061981/dream-20260914.htm"},"events":[{"id":33540,"run_id":30843,"accession_number":"0001628280-26-061981","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Dream Finders Homes entered into Subscription Agreements on September 14, 2026, to sell 225,000 shares of Series B Convertible Preferred Stock at $1,000 per share for $225 million in immediate proceeds, with an additional 450,000 shares contingent on merger closing (totaling $675 million potential). The preferred stock is convertible into Class A common stock at a discount (20% post-sixth anniversary, 25% upon covenant breach), making this an unregistered private placement under Section 4(a)(2) that is dilutive to common shareholders.","company_name":"Dream Finders Homes, Inc.","ticker":"DFH","filing_date":"2026-09-15","form":"8-K","submitted_at":null,"items":[{"id":37012,"accession_number":"0001628280-26-061981","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Dream Finders Homes entered into Subscription Agreements to sell 225,000 shares of Series B Convertible Preferred Stock at $1,000 per share for $225 million in aggregate proceeds on September 14, 2026, with an additional 450,000 shares contingent on merger closing. The preferred stock is convertible into Class A common stock at a discount (20% post-sixth anniversary, 25% upon covenant breach), making this a dilutive equity issuance. The transaction is material—it raises substantial capital ($225M immediately, potentially $675M total), involves conversion rights that will dilute common shareholders, and is explicitly tied to the pending Beazer merger financing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T13:28:03.260708+00:00","company_name":"","ticker":null,"filing_date":""},{"id":37013,"accession_number":"0001628280-26-061981","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Dream Finders Homes sold 225,000 shares of Series B Convertible Preferred Stock on September 14, 2026, with an additional 450,000 shares committed at a second closing, totaling 675,000 shares. The sale is explicitly made in reliance on Section 4(a)(2) exemption from Securities Act registration, indicating an unregistered private placement. Convertible preferred stock is inherently dilutive to common shareholders and represents a material capital raise typical of small- to mid-cap issuers.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T13:28:03.260708+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":33541,"run_id":30843,"accession_number":"0001628280-26-061981","anchor_item_number":"5.03","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.8,"summary":"The Series B Convertible Preferred Stock issuance is explicitly tied to a pending merger with Beazer, with 450,000 shares contingent on merger closing and forward-looking statements discussing merger-related risks, shareholder approvals, and integration benefits. This preferred stock financing is part of the material acquisition transaction.","company_name":"Dream Finders Homes, Inc.","ticker":"DFH","filing_date":"2026-09-15","form":"8-K","submitted_at":null,"items":[{"id":37015,"accession_number":"0001628280-26-061981","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Although Item 5.03 formally addresses the filing of a Certificate of Designations for Series B Convertible Preferred Stock, the disclosure explicitly incorporates by reference Item 1.01 content regarding \"Subscription Agreements and Certificate of Designations for Series B Convertible Preferred Stock.\" The forward-looking statements section repeatedly references a \"Merger Agreement\" with Beazer and discusses merger-related risks, shareholder approvals, and integration benefits, indicating this preferred stock issuance is part of a material acquisition or merger transaction. The substance of the disclosure centers on M\u0026A activity rather than a routine bylaw amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T13:28:03.260708+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":33542,"run_id":30843,"accession_number":"0001628280-26-061981","anchor_item_number":"3.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.65,"summary":"Dream Finders Homes redeemed all outstanding Series A Convertible Preferred Stock ($154.3 million) and replaced it with Series B Convertible Preferred Stock, materially modifying the rights and structure of the preferred equity class and affecting existing security holders.","company_name":"Dream Finders Homes, Inc.","ticker":"DFH","filing_date":"2026-09-15","form":"8-K","submitted_at":null,"items":[{"id":37014,"accession_number":"0001628280-26-061981","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.65,"reasoning":"This Item 3.03 discloses a material modification to the rights of security holders through the redemption of all outstanding Series A Convertible Preferred Stock ($154.3 million) and its replacement with Series B Convertible Preferred Stock. While the core transaction involves capital structure changes (which could be financial_other), the Item 3.03 classification and the explicit focus on modification of security holder rights suggests a governance-oriented disclosure. The event is material to investors as it fundamentally alters the preferred equity structure and rights of existing security holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T13:28:03.260708+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":37012,"accession_number":"0001628280-26-061981","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Dream Finders Homes entered into Subscription Agreements to sell 225,000 shares of Series B Convertible Preferred Stock at $1,000 per share for $225 million in aggregate proceeds on September 14, 2026, with an additional 450,000 shares contingent on merger closing. The preferred stock is convertible into Class A common stock at a discount (20% post-sixth anniversary, 25% upon covenant breach), making this a dilutive equity issuance. The transaction is material—it raises substantial capital ($225M immediately, potentially $675M total), involves conversion rights that will dilute common shareholders, and is explicitly tied to the pending Beazer merger financing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T13:28:03.260708+00:00","company_name":"Dream Finders Homes, Inc.","ticker":"DFH","filing_date":"2026-09-15"},{"id":37013,"accession_number":"0001628280-26-061981","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Dream Finders Homes sold 225,000 shares of Series B Convertible Preferred Stock on September 14, 2026, with an additional 450,000 shares committed at a second closing, totaling 675,000 shares. The sale is explicitly made in reliance on Section 4(a)(2) exemption from Securities Act registration, indicating an unregistered private placement. Convertible preferred stock is inherently dilutive to common shareholders and represents a material capital raise typical of small- to mid-cap issuers.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T13:28:03.260708+00:00","company_name":"Dream Finders Homes, Inc.","ticker":"DFH","filing_date":"2026-09-15"},{"id":37014,"accession_number":"0001628280-26-061981","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.65,"reasoning":"This Item 3.03 discloses a material modification to the rights of security holders through the redemption of all outstanding Series A Convertible Preferred Stock ($154.3 million) and its replacement with Series B Convertible Preferred Stock. While the core transaction involves capital structure changes (which could be financial_other), the Item 3.03 classification and the explicit focus on modification of security holder rights suggests a governance-oriented disclosure. The event is material to investors as it fundamentally alters the preferred equity structure and rights of existing security holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T13:28:03.260708+00:00","company_name":"Dream Finders Homes, Inc.","ticker":"DFH","filing_date":"2026-09-15"},{"id":37015,"accession_number":"0001628280-26-061981","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Although Item 5.03 formally addresses the filing of a Certificate of Designations for Series B Convertible Preferred Stock, the disclosure explicitly incorporates by reference Item 1.01 content regarding \"Subscription Agreements and Certificate of Designations for Series B Convertible Preferred Stock.\" The forward-looking statements section repeatedly references a \"Merger Agreement\" with Beazer and discusses merger-related risks, shareholder approvals, and integration benefits, indicating this preferred stock issuance is part of a material acquisition or merger transaction. The substance of the disclosure centers on M\u0026A activity rather than a routine bylaw amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-15T13:28:03.260708+00:00","company_name":"Dream Finders Homes, Inc.","ticker":"DFH","filing_date":"2026-09-15"}]}