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Get filing alertsDream Finders raises $225M via 12% Series B preferred stock to fund Series A redemption and Beazer merger
Filed September 15, 2026 · Period ending September 14, 2026 · ~2 min read
Key Changes
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Sold 225,000 shares of newly-created Series B Convertible Preferred Stock at $1,000 per share for $225.0 million, with a 2.50% original issue discount.
Item 1.01 verify on EDGAR → -
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Series B carries a 12.00% cumulative dividend, stepping up 0.50% after year six and every six months thereafter, capped at 15.00%.
Item 1.01 verify on EDGAR → -
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After a six-year non-convertible period, holders can convert into Class A common stock at a 20.0% discount to the 90-day average closing price, with a floor conversion price of $4.19.
Item 1.01 verify on EDGAR → -
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Committed to sell an additional 450,000 Series B shares at the same price and discount, contingent on satisfaction of conditions to the Beazer Homes merger.
Item 1.01 verify on EDGAR → -
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Redeemed all outstanding Series A Convertible Preferred Stock at $1,028.50 per share, totaling approximately $154.3 million.
Item 3.03 verify on EDGAR →
Summary
Dream Finders Homes raised $225.0 million by selling 225,000 shares of newly-created Series B Convertible Preferred Stock at $1,000 per share, with a 2.50% original issue discount. The proceeds were used to redeem all outstanding Series A Convertible Preferred Stock at $1,028.50 per share, totaling approximately $154.3 million, with the remainder for general corporate purposes.
The company also committed to sell an additional 450,000 Series B shares at the same price and discount, contingent on satisfaction of conditions to the Beazer Homes merger, with proceeds funding a portion of the merger consideration. The new preferred stock carries a 12.00% cumulative dividend, stepping up 0.50% after year six and every six months thereafter, capped at 15.00%.
After a six-year non-convertible period, holders can convert into Class A common stock at a 20.0% discount to the 90-day average closing price, with a floor conversion price of $4.19. Conversions are capped at 19.99% of outstanding Class A common stock until shareholders approve the issuance under NYSE rules, and each purchaser is subject to a 4.99% beneficial ownership limitation, which can be raised to 19.99% with 60 days' notice. For retail holders, this financing replaces the Series A preferred with a new instrument carrying a higher dividend rate and a conversion discount that could dilute common shareholders if converted. The second closing tied to the Beazer merger adds another potential source of dilution. The company has agreed to seek shareholder approval for the conversion issuance at the first annual meeting after the first closing.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Dream Finders sold $225M of 12% Series B convertible preferred stock to fund a Series A redemption and the Beazer merger.
Added in current filing · verify on EDGAR →
the Company agreed to sell, and the Purchasers agreed to purchase, an aggregate of 450,000 additional shares of Series B Convertible Preferred Stock (the “Additional Shares”) at a second closing (the “Second Closing”) at the same purchase price per share and original issue discount.
The company has committed to sell an additional 450,000 shares of Series B Convertible Preferred Stock at the same $1,000 per share price and 2.50% original issue discount, contingent on satisfaction of the conditions to the Beazer Homes merger. Proceeds from the second closing will fund a portion of the merger consideration.
Added in current filing · verify on EDGAR →
unless and until approval of a majority of the Company’s shareholders is obtained as contemplated by New York Stock Exchange listing rules (the “Requisite Shareholder Approval”), no shares of Class A common stock will be issued or delivered upon conversion of any Series B Convertible Preferred Stock to the extent that such issuance would exceed 19.99% of the outstanding shares of Class A common stock as of the date of execution of the Subscription Agreements in the aggregate.
Conversions are capped at 19.99% of outstanding Class A common stock until shareholders approve the issuance under NYSE rules. Each purchaser is also subject to a 4.99% beneficial ownership limitation, which can be raised to 19.99% with 60 days' notice. The company has agreed to seek shareholder approval at the first annual meeting after the First Closing.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Dream Finders sold 225,000 Series B preferred shares and agreed to sell 450,000 more upon merger closing.
Added in current filing · verify on EDGAR →
on September 14, 2026, the Company sold 225,000 shares of Series B Convertible Preferred Stock to the Purchasers at the First Closing and agreed to sell 450,000 additional shares of Series B Convertible Preferred Stock in connection with the consummation of the Merger at the Second Closing
The company issued 225,000 shares of Series B Convertible Preferred Stock at the first closing and committed to sell 450,000 more shares at a second closing tied to a merger. The shares were sold under a private placement exemption from registration.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Dream Finders Homes filed a Certificate of Designations for Series B Convertible Preferred Stock effective September 14, 2026.
Added in current filing · verify on EDGAR →
The Company filed the Certificate of Designations with respect to the Series B Convertible Preferred Stock with the Secretary of State of Texas effective September 14, 2026.
The company filed a Certificate of Designations creating a new Series B Convertible Preferred Stock. This is a corporate governance action that establishes the rights and preferences of the new preferred shares. The filing references Item 1.01 for details on the subscription agreements and certificate terms.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 16, 2026 · How we verify