Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 2, 2024

Dream Finders Homes, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39916

85-2983036

(State or other jurisdiction of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


14701 Phillips Highway, Suite 300 Jacksonville, Florida						32256
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (904) 644-7670

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	DFH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On February 2, 2024, the Company issued a press release announcing the acquisition of the core homebuilding assets of Crescent Ventures, LLC, a privately held homebuilder operating in the markets of Charleston and Greenville, South Carolina and Nashville, Tennessee. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

None of the information furnished in Item 7.01 or the accompanying Exhibit 99.1 will be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor will such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Number						Description
99.1						Press Release dated February 2, 2024
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	DREAM FINDERS HOMES, INC.

	By:	/s/ Robert E. Riva

		Robert E. Riva
		Vice President, General Counsel and Corporate Secretary

Date: February 2, 2024


Exhibit 99.1

Dream Finders Homes Acquires the Assets of Crescent Homes

Jacksonville, FL. — February 2, 2024 — Dream Finders Homes, Inc. (the “Company”, “Dream Finders Homes”, “Dream Finders” or “DFH”) (NYSE: DFH) announced today that it has acquired the core homebuilding assets of privately held homebuilder, Crescent Ventures, LLC (“Crescent Homes” or “Crescent”).

The acquisition will meaningfully enhance Dream Finders’ geographic footprint and allow the Company to expand into the markets of Charleston and Greenville, South Carolina, and Nashville, Tennessee. Assets acquired include 457 homesites in varying stages of construction, a sales order backlog of approximately 460 homes with a value in excess of $265 million, and approximately 6,200 lots under control.

Patrick Zalupski, Dream Finders’ Chairman and CEO, said, “We are excited about this acquisition and our partnership with Crescent’s founder and CEO, Ted Terry, and the Crescent Homes team. We are impressed by Ted’s vision and his ability to deliver high-quality homes with exemplary craftsmanship over the past 15 years, growing from their headquarters in Charleston to the equally desirable housing markets of Greenville and Nashville. Our access to capital and efficient operations will enable Crescent to grow faster and achieve significant scale in each market. This transaction enhances our geographic reach and strategically diversifies our operations into three new metropolitan areas. We are looking forward to welcoming the Crescent team to the Dream Finders family!”

Ted Terry, Crescent Homes’ Founder and CEO, said, “Our partnership with Dream Finders Homes will allow the Crescent Homes Team to build upon an already successful track record and provide us with a tremendous platform for growth. I am truly excited to join forces with a team who is so closely aligned with our core values, operating philosophy and commitment to professional growth and development. With Dream Finders’ access to the public capital markets, diverse operational expertise, and history of successful homebuilder integration, we are confident that we will be able to achieve superior operational performance and take the company to new heights.”

Crescent Homes was founded in 2009 by Ted Terry and builds single-family homes in the South Carolina markets of Charleston and Greenville, and in Nashville, Tennessee. Since inception, Crescent has closed approximately 5,000 homes. Crescent serves entry-level, as well as first and second-time move-up homebuyers with price points starting in the low-$300,000s, and has over 25 active selling communities.

DFH funded the transaction with cash on hand and borrowings under its existing senior unsecured revolving credit facility. Simultaneously with the acquisition closing, DFH paid off Crescent’s vertical lines of credit associated with the assets acquired.

About Dream Finders Homes, Inc.

Dream Finders Homes (NYSE: DFH) is a homebuilder based in Jacksonville, FL. Dream Finders Homes builds single-family homes throughout the Southeast, Mid-Atlantic and Midwest, including Florida, Texas, North Carolina, South Carolina, Georgia, Tennessee, Colorado, and the Washington, D.C. metropolitan area, which comprises Northern Virginia and Maryland. Through its financial services joint ventures, DFH also provides mortgage financing and title services to homebuyers. Dream Finders Homes achieves its industry-leading growth and returns by maintaining an asset-light homebuilding model. For more information, please visit www.dreamfindershomes.com.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” under the federal securities laws. These forward-looking statements are intended to be covered by the safe harbors created by the Private Securities Litigation Reform Act of 1995. When we use words such as “anticipate,” “intend,” “plan,” “believe,” “estimate,” “expect,” or similar expressions, we do so to identify forward-looking statements. These forward-looking statements regarding future events include, but are not limited to, the expected timetable, and our ability, to close and fund the Crescent acquisition, the number of homes and finished lots to be acquired at closing, the number of selling communities at and after closing, capital investment in new markets, standing in the South Carolina and Tennessee markets, expectations for employees, the ability to integrate the Crescent acquisition and to achieve the expected operational and financial benefit of such acquisition and the timing of such benefits; and market conditions and possible or assumed future results of operations, including statements regarding the Company’s strategies and expectations as they relate to market opportunities and growth. All forward-looking statements are based on Dream Finders Homes’ beliefs as well as assumptions made by and information currently available to Dream Finders Homes. These statements reflect Dream Finders Homes’ current views with respect to future events and are subject to various risks, uncertainties, and assumptions. These risks, uncertainties and assumptions are discussed in Dream Finders Homes’ Annual Report on Form 10-K for the year ended December 31, 2022, and other filings with the U.S. Securities and Exchange Commission. Dream Finders Homes undertakes no obligation to update or revise any forward-looking statement except as may be required by applicable law.

Contacts:

Investor Contact: investors@dreamfindershomes.com

Media Contact: mediainquiries@dreamfindershomes.com

Cover	Feb. 02, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 02, 2024
Entity Registrant Name	Dream Finders Homes, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39916
Entity Tax Identification Number	85-2983036
Entity Address, Address Line One	14701 Phillips Highway
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Jacksonville
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32256
City Area Code	904
Local Phone Number	644-7670
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	DFH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001825088
Amendment Flag	false