Zalupski Patrick O. 4
4 · Dream Finders Homes, Inc. · Filed Mar 9, 2026
Research Summary
AI-generated summary of this filing
Dream Finders Homes (DFH) 10% Owner Patrick Zalupski Receives Award, Withholds Shares
What Happened
- Patrick O. Zalupski, a 10% owner of Dream Finders Homes (DFH), received a grant of 287,119 restricted shares on March 6, 2026 (reported 3/9/2026). To satisfy tax withholding related to vesting, the company withheld a total of 91,772 shares across transactions on March 5–8, 2026, with reported values of $448,500 (26,000 @ $17.25 on 3/5), $285,754 (17,424 @ $16.40 on 3/6), and $759,547 (48,348 @ $15.71 on 3/8) — about $1.49M total. The 287,119 grant was reported at $0 purchase price (restricted stock award).
Key Details
- Transaction dates/prices:
- 2026-03-05: 26,000 shares withheld @ $17.25 = $448,500 (tax withholding)
- 2026-03-06: 287,119 shares awarded @ $0 (restricted stock grant)
- 2026-03-06: 17,424 shares withheld @ $16.40 = $285,754 (tax withholding)
- 2026-03-08: 48,348 shares withheld @ $15.71 = $759,547 (tax withholding)
- Total withheld/disposed: 91,772 shares; total value reported ≈ $1,493,801.
- Vesting: The restricted stock vests in three equal annual installments beginning March 6, 2027 (footnote).
- Ownership/holdings noted in footnotes: includes 11,941 shares in a 401(k), shares held by POZ Holdings, a trust for his children, and Class B shares convertible into Class A common stock.
- Hedging/pledge: Mr. Zalupski previously pledged an aggregate of 3,000,000 Class B shares under prepaid variable forward contracts; he retained voting and dividend rights but may have to deliver shares or cash on future settlement dates per contract terms.
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Filing: Report filed 2026-03-09 reporting transactions from 2026-03-05 to 2026-03-08; no late-filing flag indicated in the excerpt.
Context
- These entries reflect a restricted stock award (A) and related tax-withholding disposals (F). Withholding by the company on vesting is routine (shares are often retained to satisfy tax obligations) and is different from an open-market sale signaling sentiment.
- As a 10% owner (not just an employee), Mr. Zalupski’s transactions may be part of compensation, vesting mechanics, and previously disclosed hedging arrangements rather than an immediate buy/sell sentiment indicator.
Insider Transaction Report
Form 4
Zalupski Patrick O.
DirectorPresident and CEO10% Owner
Transactions
- Tax Payment
Class A common stock, par value $0.01 per share
[F1][F2]2026-03-05$17.25/sh−26,000$448,500→ 1,871,472 total - Award
Class A common stock, par value $0.01 per share
[F3][F2]2026-03-06+287,119→ 2,158,591 total - Tax Payment
Class A common stock, par value $0.01 per share
[F1][F2]2026-03-06$16.40/sh−17,424$285,754→ 2,141,167 total - Tax Payment
Class A common stock, par value $0.01 per share
[F1][F2]2026-03-08$15.71/sh−48,348$759,547→ 2,092,819 total
Holdings
- 56,320,586
Class B common stock, par value $0.01 per share
[F4] - 809,409(indirect: By Trust)
Class B common stock, par value $0.01 per share
[F4][F5] - 596,158(indirect: See Footnote)
Class B common stock, par value $0.01 per share
[F4][F6] - 3,000,000
Prepaid Variable Forward Sale Contract
[F7][F8][F9]→ Class A Common Stock (3,000,000 underlying)
Footnotes (9)
- [F1]Withholding of shares upon vesting by the Company to satisfy tax liability.
- [F2]Includes 11,941 shares held in a 401(k) account.
- [F3]The restricted stock will vest in three equal annual installments beginning on March 6, 2027 and each anniversary thereof.
- [F4]Each share of Class B Common Stock is convertible at the option of the reporting person into one share of Class A Common Stock ("Common Stock") of Dream Finders Homes, Inc. and has no expiration date.
- [F5]Trust established for the benefit of the reporting person's children.
- [F6]Shares held by POZ Holdings, Inc., which is controlled by the reporting person.
- [F7]Mr. Zalupski entered into prepaid variable forward sale contracts on August 14, 2024, December 5, 2024, and June 5, 2025, respectively, whereby Mr. Zalupski pledged an aggregate of 3,000,000 shares (the "Pledged Shares") of Class B Common Stock to secure obligations under the contracts, and retained dividend and voting rights in the Pledged Shares during the term of the pledge.
- [F8](Continued from footnote 7) The contracts obligate Mr. Zalupski 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 Mr. Zalupski's option, an equivalent amount of cash. The number of shares 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 volume-weighted average price of the Class A Common Stock on the designated valuation date for the applicable component within the period from 8/16/2027 to 8/27/2027 with respect to 1,000,000 shares, 5/15/2028 to 5/26/2028 with respect to 1,000,000 shares, and 3/20/2029 to 4/3/2029 with respect to 1,000,000 shares (each, a "Settlement Price") is less than or equal to $22.12, $24.01 or $17.27, as applicable, (the "Floor Price"),
- [F9](Continued from Footnote 8) Mr. Zalupski will deliver to the buyer all of the Pledged Shares for the applicable component; (b) if such Settlement Price is greater than the Floor Price but less than or equal to $55.30, $66.02 or $37.78, as applicable (the "Cap Price"), Mr. Zalupski 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, Mr. Zalupski 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.
Signature
/s/ Robert E. Riva by Power of Attorney|2026-03-09