Dream Finders Homes Announces Series B Preferred Financing; Redeems Series A

What Happened
Dream Finders Homes, Inc. announced on September 14, 2026 that it closed a First Closing under Subscription Agreements selling 225,000 newly created Series B Convertible Preferred Stock for an aggregate purchase price of $225.0 million. The Company filed a Certificate of Designations for the Series B shares the same day. Proceeds from the First Closing were used to redeem all outstanding Series A Convertible Preferred Stock; the redemption totaled approximately $154.3 million.

Key Details

• First Closing: September 14, 2026 — 225,000 Series B shares issued; $1,000 initial liquidation preference and $0.01 par value per share; aggregate purchase price $225.0M. Purchasers received an original issue discount of 2.50% (netted at closing).
• Series A Redemption: All outstanding Series A Convertible Preferred Stock redeemed at $1,028.50 per share for a cumulative redemption of ~ $154.3M.
• Contingent Additional Financing: Subject to the Merger Agreement with Beazer Homes USA, Inc., the Company and Purchasers agreed to a Second Closing to sell up to an additional 450,000 Series B shares (same price and discount); Second Closing to occur within three business days after the Company notifies Purchasers that merger conditions are satisfied or waived. Proceeds of any Additional Shares would help fund part of the merger consideration.
• Transfer limitations: Purchasers are generally restricted from transferring Series B shares or any Class A common stock issued on conversion until the earlier of (i) 18 months after the First Closing or (ii) announcement of a “Fundamental Change,” and transfers to competitors or other disqualified holders are prohibited.

Why It Matters
This transaction materially changes Dream Finders’ capital structure by introducing a large block of convertible preferred stock (Series B) with a high liquidation preference and by eliminating the prior Series A preferred through redemption. The contingent additional financing is explicitly tied to the company’s pending merger with Beazer Homes, so the outcome and timing of that merger will affect whether further preferred shares are issued and how the merger is funded. Investors should note potential dilution from conversion features, the 18‑month transfer restrictions on these new shares, and the company’s use of proceeds (redemption and general corporate/merger funding) when assessing capital structure and near‑term financing risk.