Zalupski Patrick O. 4

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.