Dream Finders Homes Inc.
06/10/2026 | Press release | Distributed by Public on 06/10/2026 15:07
Material Agreement, Corporate Action, Amendments to Bylaws (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
In connection with the Reincorporation (as defined below) of Dream Finders Homes, Inc. (the "Company"), effective June 9, 2026, the board of directors of the Company (the "Board of Directors") approved a new form of indemnification agreement to be entered into with each of the Company's directors and executive officers. The information set forth under Item 3.03 regarding the form of indemnification agreement is incorporated by reference into this Item 1.01.
Item 3.03. Material Modification to Rights of Security Holders.
The Company filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) a certificate of conversion with the Secretary of State of the State of Texas, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Texas (the "Reincorporation") became effective on June 9, 2026, at 5 p.m. Eastern Time (the "Effective Time"). At the Effective Time:
•the Company's state of incorporation changed from the State of Delaware to the State of Texas; and
•the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and the Company's existing amended and restated certificate of incorporation and amended and restated bylaws, and instead became governed by the laws of the State of Texas and the certificate of formation filed with the Secretary of State of the State of Texas (the "Texas Charter") and the bylaws approved by the Company's Board of Directors (the "Texas Bylaws").
The Reincorporation did not result in any change in the business, jobs, management, properties, location of any of the Company's offices or facilities, number of employees, obligations, assets, liabilities, or net worth (other than as a result of the transaction costs related to the Reincorporation). The Reincorporation did not adversely affect any of the Company's material contracts with any third parties, and the Company's rights and obligations under such material contractual arrangements continue to be the rights and obligations of the Company after the Reincorporation.
At the Effective Time, each outstanding share of Class A common stock, par value $0.01 per share, of the Delaware corporation (the "Delaware Corporation Class A common stock") automatically converted into one outstanding share of Class A common stock, par value $0.01 per share, of the Texas corporation (the "Texas Corporation Class A common stock"), and each outstanding share of Class B common stock, par value $0.01 per share, of the Delaware corporation (the "Delaware Corporation Class B common stock") automatically converted into one outstanding share of Class B common stock, par value $0.01 per share, of the Texas corporation. Stockholders do not need to exchange their existing stock certificates or book entry entitlements for new stock certificates or book entry entitlements, respectively.
At the Effective Time, each outstanding share of restricted stock, equity or equity-based award, or other right to acquire, or any instrument to convert into or exchange for, or that was based on the value of, the Delaware Corporation Class A common stock or other equity securities of the Company, became a share of restricted stock, equity or equity-based award or other right to acquire, or instrument to convert into or exchange for, or that is based on the value of, the same amount of Texas Corporation Class A common stock or other equity securities of the Company, respectively, under the same terms and conditions.
The Texas Corporation Class A common stock continues to be traded on the New York Stock Exchange ("NYSE") under the symbol "DFH."
Certain rights of the Company's stockholders changed as a result of the Reincorporation. A more detailed description of the Plan of Conversion (the "Plan of Conversion"), Texas Charter, Texas Bylaws, and the effects of the Reincorporation is set forth in the Proxy Statement filed by the Company with the Securities and Exchange Commission on April 16, 2026.
In connection with the Reincorporation, the Board of Directors approved a new form of indemnification agreement to be entered into with each of the Company's directors and executive officers that is governed by Texas law. The indemnification agreements require the Company, among other things, to indemnify the director or executive officer against specified expenses and liabilities, such as attorneys' fees, judgments, fines and settlements incurred or suffered by the individual in connection with any action, suit or proceeding by reason of the fact that the individual was a director or executive officer of the Company, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company.
The foregoing descriptions of the Plan of Conversion, Texas Charter, Texas Bylaws and Form of Indemnification Agreement are qualified in their entirety by the full text of such documents which are filed herewith as Exhibits 2.1, 3.1, 3.2 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.
Dream Finders Homes Inc. published this content on June 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 10, 2026 at 21:07 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]