What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-25 · 478 added, 332 removed, 541 unchanged (60% of the section changed)

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Consolidated Balance Sheets

Consolidated Statements of Comprehensive Income

Consolidated Statements of Operations

Consolidated Statements of Equity

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Notes to Consolidated Financial Statements

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Report of Independent Registered Public Accounting Firm

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We have audited the accompanying consolidated balance sheets of Dream Finders Homes, Inc.

and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the "consolidated financial statements").

and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded Crescent Ventures, LLC (Crescent Homes) and Jet HomeLoans, LLC (Jet HomeLoans) from its assessment of internal control over financial reporting as of December 31, 2024, because they were acquired by the Company in 2024.

We have also excluded Crescent Homes and Jet HomeLoans from our audit of internal control over financial reporting.

Crescent Homes and Jet HomeLoans are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 9% and 10% of total assets, respectively and approximately 11% and 1% of total revenues, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded Alliant Title and Liberty Communities from its assessment of internal control over financial reporting as of December 31, 2025 because they were acquired by the Company in a purchase business combination during 2025.

We have also excluded Alliant Title and Liberty Communities from our audit of internal control over financial reporting.

Alliant Title and Liberty Communities are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 2% and 4% of total assets, respectively, and approximately 2% and 6% of total revenues, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

Definition and Limitations of Internal Control over Financial Reporting

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A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

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principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Contingent Consideration related to the McGuyer Homebuilders, Inc.

As described in Notes 1 and 2, in connection with applicable business combinations, the Company records the fair value of contingent consideration as a liability as of the acquisition date as prescribed by the underlying agreement.

The initial measurement of contingent consideration is based on projected cash flows such as revenues, homebuilding gross margin, overhead expenses and pre-tax income of the acquired business and is discounted to present value using the discounted cash flow method.

The remaining estimated contingent consideration payments are subsequently remeasured to fair value as of each reporting date based on actual pre-tax income results achieved, estimated future earnings of the acquired entities and the re-assessment of risk-adjusted discount rates that reflect current market conditions.

As of December 31, 2024, the Company remeasured the fair value of contingent consideration related to the 2021 acquisition of McGuyer Homebuilders, Inc.

(“MHI”) and adjusted the liability to $68.0 million based on actual results achieved, revised pre-tax income forecasts and revised discount rates as of the balance sheet date and from accretion of the liability.

The principal considerations for our determination that performing procedures relating to the valuation of contingent consideration related to the McGuyer Homebuilders, Inc.

acquisition is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the contingent consideration relating to the McGuyer Homebuilders, Inc.

acquisition in connection with the December 31, 2024 remeasurement and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenues, homebuilding gross margin, overhead expenses, and pre-tax income.

Indicators of Potential Impairment of Inventories

As described in Notes 1 and 4 to the consolidated financial statements, the Company’s inventories were $2.026 billion as of December 31, 2025 and consist of construction in progress and finished homes, including capitalized interest costs incurred under certain of the Company’s debt obligations, owned land and lots, and pre-acquisition land costs.

Inventories are carried at the lower of accumulated cost or net realizable value.

On a quarterly basis, Management reviews the performance and outlook of its communities to identify any indicators of potential impairment.

Such indicators include gross margins or sales paces significantly below expectations, significant delays or changes in the planned development for the community, and other known qualitative factors.

In addition to considering market and economic conditions, Management assesses current sales absorption levels, recent profitability as well as future plans including cost management initiatives and remaining life cycle of the community.

Management looks for instances where sales prices for homes in a community or potential sales prices for the future sale of homes within a community would be at a level at which the carrying value of the inventory related to that community may not be recoverable.

The principal considerations for our determination that performing procedures relating to the indicators of potential impairment of inventories is a critical audit matter are (i) the significant judgment by management when identifying indicators of potential impairment and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s identification of indicators of potential impairment related to a community’s performance and general market conditions.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s valuation of the contingent consideration, including controls over the projected revenues, homebuilding gross margin, overhead expenses and pre-tax income applied in the McGuyer Homebuilders, Inc.

contingent consideration valuation calculation.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimate of contingent consideration in connection with the December 31, 2024 remeasurement, (ii) evaluating the appropriateness of the discounted cash flow method, (iii) testing the completeness and accuracy of data used in the discounted cash flow method, and (iv) evaluating the reasonableness of management’s significant assumptions related to projected revenues, homebuilding gross margin, overhead expenses, and pre-tax income, which involved considering the past performance of the acquired business, as well as economic and industry forecasts.

These procedures included testing the effectiveness of controls relating to management’s assessment of inventories for indicators of potential impairment.

These procedures also included, among others, (i) testing management’s process for identifying indicators of potential impairment of inventories, (ii) testing the completeness and accuracy of the underlying data used in the analysis, and (iii) evaluating the reasonableness of management’s identification of indicators of potential impairment related to a community’s performance and general market conditions.

Evaluating the reasonableness of management’s identification of indicators of potential impairment related to (i) a community’s performance involved considering the current and past performance of certain communities by reviewing quarter-over-quarter trends in gross margins and aged speculative inventory and (ii) general market conditions involved considering changes in the housing market, including comparing recent comparable sales within the applicable communities, and evidence obtained in other areas of the audit.

/s/ PricewaterhouseCoopers LLP

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We have served as the Company’s auditor since 2019, which includes periods before the Company became subject to SEC reporting requirements.

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DREAM FINDERS HOMES, INC.

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Lot deposits 545,253 458,303

Mortgage loans held for sale 205,089 303,393

Other assets 223,999 165,880

Investments in unconsolidated entities 26,610 11,454

Mortgage loans held for sale 303,393 —

Property and equipment, net 26,317 7,043

Right-of-use assets 17,172 20,280

Goodwill 377,361 300,313

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Accounts payable $ 126,130 $ 147,143

Accrued expenses 263,317 207,389

Accrued liabilities 321,457 281,465

Customer deposits 69,593 125,601

Construction lines of credit 701,386 530,384

Revolving credit facility and other borrowings 822,296 701,386

Senior unsecured notes, net 591,060 295,049

Mortgage warehouse facilities 192,837 289,617

Lease liabilities 18,148 21,114

Contingent consideration — 68,030

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Redeemable preferred stock 148,500 148,500

Redeemable noncontrolling interest 21,451 —

Redeemable noncontrolling interests 29,539 21,451

Class A common stock, $ 0.01 per share;

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Class B common stock, $ 0.01 per share;

61,000,000 authorized, 57,726,153 and 60,226,153 issued as of December 31, 2024 and 2023, respectively

61,000,000 authorized, 57,726,153 issued as of December 31, 2025 and 2024

Accumulated other comprehensive income

Additional paid-in capital 298,594 281,559

Retained earnings 1,173,950 970,253

Treasury stock, at cost, 291,229 shares and no shares of Class A common stock as of December 31, 2024 and 2023, respectively

Treasury stock, at cost, 2,124,094 and 291,229 shares of Class A common stock as of December 31, 2025 and 2024 respectively

( 49,526 ) ( 7,827 )

Total Dream Finders Homes, Inc.

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The accompanying notes are an integral part of these consolidated financial statements.

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DREAM FINDERS HOMES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share and share amounts)

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Income tax expense ( 66,698 ) ( 97,272 ) ( 96,483 )

Net and comprehensive income 340,582 307,942 274,297

Net and comprehensive income attributable to noncontrolling interests ( 5,241 ) ( 12,042 ) ( 11,984 )

Net and comprehensive income attributable to Dream Finders Homes, Inc.

Net income 217,404 340,582 307,942

Net income attributable to noncontrolling interests ( 207 ) ( 5,241 ) ( 12,042 )

Net income attributable to Dream Finders Homes, Inc.

$ 217,197 $ 335,341 $ 295,900

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The accompanying notes are an integral part of these consolidated financial statements.

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DREAM FINDERS HOMES, INC.

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Stockholders' Equity

Common Stock - Class A Common Stock - Class B Additional

Common Stock Class B

Common Stock Accumulated Other Comprehensive Income Additional

Capital Retained

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Interests Total Equity Redeemable Preferred

Stock Redeemable Noncontrolling Interest

Stock Redeemable Noncontrolling Interests

Shares Outstanding Amount Shares Outstanding Amount Shares Amount

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Stock-based compensation — — — — — 14,098 — — — 14,098 — — —

Vesting of stock-based compensation 371,841 4 — — — ( 4 ) — — — — — — —

Withholding of common stock for taxes ( 23,600 ) — — — — ( 322 ) — — — ( 322 ) — — —

Distributions — — — — — — — — ( 11,946 ) ( 11,946 ) — — —

Redemption of Series B preferred units — — — — — ( 3,288 ) 343 — — ( 2,945 ) ( 7,143 ) ( 8,132 ) —

Preferred stock dividends declared — — — — — — ( 13,238 ) — — ( 13,238 ) — — —

Net and comprehensive income — — — — — 261,488 — 11,984 273,472 — 825 —

Net income — — — — — — 295,313 — 12,042 307,355 — 587 —

Balance as of December 31, 2023 32,882,124 $ 329 60,226,153 $ 602 — $ 275,241 $ 648,412 $ — $ 13,066 $ 937,650 150,000 $ 148,500 $ —

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Withholding of common stock for taxes ( 332,716 ) ( 3 ) — — — ( 12,461 ) — — — ( 12,464 ) — — —

Class B common stock exchanged for Class A common stock 2,500,000 25 ( 2,500,000 ) ( 25 ) — — — — — — — — —

Repurchases of common stock ( 291,229 ) — — — — — — ( 7,827 ) — ( 7,827 ) — — —

Distributions — — — — — — — — ( 12,820 ) ( 12,820 ) — — —

Redemption of Series B preferred units — — — — ( 3,288 ) 343 — — ( 2,945 ) ( 7,143 ) ( 8,132 ) —

Preferred stock dividends declared — — — — — — ( 13,500 ) — — ( 13,500 ) — — —

Net and comprehensive income — — — — — 295,313 — 12,042 307,355 — 587 —

Noncontrolling interest issued in business combination — — — — — — — — — — — — 21,451

Net income — — — — — — 335,341 — 5,241 340,582 — — —

Balance as of December 31, 2024 35,710,848 $ 360 57,726,153 $ 577 $ — $ 281,559 $ 970,253 $ ( 7,827 ) $ 5,487 $ 1,250,409 150,000 $ 148,500 $ 21,451

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Withholding of common stock for taxes ( 317,456 ) ( 3 ) — — — ( 7,879 ) — — — ( 7,882 ) — — —

Class B common stock exchanged for Class A common stock 2,500,000 25 ( 2,500,000 ) ( 25 ) — — — — — — — —

Repurchases of common stock ( 1,832,865 ) — — — — — — ( 41,699 ) — ( 41,699 ) — — —

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Noncontrolling interest issued in business combination — — — — — — — — — — — — 8,088

Net and comprehensive income — — — — — 335,341 — 5,241 340,582 — — —

Net income — — — — — — 217,197 — 207 217,404 — — —

Other comprehensive income, net of tax — — — — 613 — — — — 613 — — —

Balance as of December 31, 2025 34,543,383 $ 367 57,726,153 $ 577 $ 613 $ 298,594 $ 1,173,950 $ ( 49,526 ) $ 1,497 $ 1,426,072 150,000 $ 148,500 $ 29,539

The accompanying notes are an integral part of these consolidated financial statements.

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DREAM FINDERS HOMES, INC.

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Cash flows from operating activities

Net and comprehensive income $ 340,582 $ 307,942 $ 274,297

Adjustments to reconcile net and comprehensive income to net cash (used in)/provided by operating activities

Net income $ 217,404 $ 340,582 $ 307,942

Adjustments to reconcile net income to net cash (used in) provided by operating activities

Depreciation and amortization 15,076 10,227 10,651

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Stock-based compensation 24,924 18,788 14,098

Deferred income tax benefit ( 14,124 ) ( 22,345 ) ( 294 )

Deferred income tax expense (benefit) 35,495 46,166 ( 22,344 )

Contingent consideration revaluation ( 9,820 ) 13,939 46,590

Payments of contingent consideration ( 21,014 ) ( 34,872 ) ( 12,331 )

Inventory and lot deposit impairment

8,244 1,487 3,300

Changes in operating assets and liabilities, net of effects of acquisition

Other, net 1,672 ( 2,758 ) ( 1,342 )

Changes in operating assets and liabilities, net of effects of acquisitions

Accounts receivable ( 924 ) ( 2,634 ) 12,616

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Mortgage loans held for sale 98,304 ( 188,662 ) —

Accounts payable and accrued expenses 41,629 22,750 65,748

Accounts payable and accrued liabilities ( 115,147 ) ( 23,057 ) 19,204

Customer deposits ( 56,661 ) ( 55,777 ) 26,921

Lease liabilities ( 6,866 ) ( 6,988 ) ( 5,730 )

Net cash (used in) provided by operating activities ( 100,574 ) ( 256,648 ) 374,234

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Purchase of property and equipment ( 25,792 ) ( 25,345 ) ( 4,781 )

Proceeds from disposal of property and equipment 32 367 152

Proceeds from disposals of property and equipment 74 32 367

Investments in unconsolidated entities ( 16,937 ) ( 8,117 ) ( 300 )

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Deposits on pending acquisitions — ( 11,003 ) —

Purchase of investment securities

( 11,939 ) — —

Proceeds from sales and maturities of investment securities

Net cash used in investing activities ( 225,845 ) ( 221,672 ) ( 4,484 )

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Proceeds from senior unsecured notes 300,000 — 300,000

Proceeds from construction lines of credit 861,386 5,410,000 11,023,077

Repayments on construction lines of credit ( 690,384 ) ( 5,845,864 ) ( 10,820,121 )

Proceeds from revolving credit facility and other borrowings 1,564,667 861,386 5,410,000

Repayments on revolving credit facility and other borrowings ( 1,443,757 ) ( 690,384 ) ( 5,845,864 )

Proceeds from mortgage warehouse facilities 202,537 1,272,536 —

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Payments of debt issuance costs ( 11,328 ) ( 7,343 ) ( 11,385 )

Proceeds from borrowings related to consolidated inventory not owned

Redemption of Series B preferred units — — ( 11,077 )

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Net cash provided by (used in) financing activities 270,984 269,689 ( 216,424 )

Net decrease in cash, cash equivalents and restricted cash ( 208,631 ) 153,326 113,808

Net (decrease) increase in cash, cash equivalents and restricted cash ( 55,435 ) ( 208,631 ) 153,326

Cash, cash equivalents and restricted cash at beginning of period 339,825 548,456 395,130

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The accompanying notes are an integral part of these consolidated financial statements.

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DREAM FINDERS HOMES, INC.

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Noncash investing activities

Noncontrolling interest issued in business combination $ 21,451 $ — $ —

Accrued cash consideration for business combination 22,406 — —

Noncash financing activities

Contingent consideration — — ( 1,841 )

Total noncash investing and financing activities $ 43,857 $ — $ ( 1,841 )

(1) Includes purchased tax credits of $ 12 million for the year ended December 31, 2024 .

Subsequently, in January 2025, the Company purchased approximately $ 37 million in tax credits related to 2024 income tax expense.

Noncontrolling interests issued in business combinations (2)

8,088 21,451 —

Accrued cash consideration for business combinations

6,712 22,406 —

Total noncash investing activities $ 14,800 $ 43,857 $ —

(1) Refer to Note 8, Income Taxes for more information.

(2) Based on the estimated acquisition date fair value of the redeemable noncontrolling interests as of the reporting period date.

Refer to Note 2, Acquisitions for more information.

The accompanying notes are an integral part of these consolidated financial statements.

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DREAM FINDERS HOMES, INC.

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Nature of Business

Dream Finders Homes, Inc., a Delaware corporation incorporated in 2020, (together with its subsidiaries, “Dream Finders”, “DFH, Inc.”, or the “Company”) designs, builds and sells homes in markets throughout the United States.

The Company also provides title insurance and mortgage banking s olutions through its wholly owned subsidiaries, Golden Dog Title & Trust (“DF Title”) and Jet HomeLoans, LLC (“Jet HomeLoans”).

Dream Finders Homes, Inc., a Delaware corporation incorporated in 2020, (together with its subsidiaries, “Dream Finders”, “DFH”, or the “Company”) designs, builds and sells homes in markets throughout the United States.

The homebuilding operations are structured regionally into three reportable segments—Southeast, Mid-Atlantic, and Midwest.

The Company also operates a financial services reportable segment, which provides mortgage banking solutions and title insurance services—inclusive of agency and underwriting services—through its wholly-owned subsidiaries Jet HomeLoans, LP (“Jet HomeLoans”), DF Title, LLC doing business as Golden Dog Title & Trust and Golden Dog Title (“DF Title”) and Alliant National Title Insurance Company, Inc.

(“Alliant Title”).

Additionally, the Financial Services segment offers homeowners insurance and ancillary products to homebuyers through the Company’s wholly-owned insurance broker.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and instructions to Form 10-K and Regulation S-X.

The consolidated financial statements include the accounts of DFH, Inc., its wholly owned subsidiaries and any investments that may qualify for consolidation treatment.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and instructions to Form 10-K and Regulation S-X.

The consolidated financial statements include the accounts of DFH, its wholly owned subsidiaries and any investments that may qualify for consolidation treatment.

The noncontrolling interests represent equity interests held by others in certain of the Company’s subsidiaries.

All intercompany accounts and transactions have been eliminated in consolidation.

There are no other components of comprehensive income not already reflected in net and comprehensive income on the Consolidated Statements of Comprehensive Income.

Use of Estimates

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Reclassifications

Certain reclassifications have been made in the prior period consolidated financial statements to conform to 2024 presentation.

Certain reclassifications have been made in the prior period consolidated financial statements to conform to 2025 presentation, including the reclassifications of right-of-use assets and property and equipment, net into other assets, and lease liabilities into accrued liabilities—all reported on the Consolidated Balance Sheets.

These reclassifications had no impact on the Company’s total assets, total equity, revenues, net income, and operating or total cash flows in its consolidated financial statements.

Cash and Cash Equivalents and Concentration Risk

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Inventories and Homebuilding Cost of Sales

Inventories inclu de the costs of direct land acquisition, land development, construction, capitalized interest on qualifying assets, lot option fees, real estate taxes and direct overhead costs incurred related to land acquisition and development, home construction, and sales commissions.

Indirect overhead costs are charged to selling, general, and administrative expense (“SG&A”) on the Consolidated Statements of Comprehensive Income as incurred.

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Inventories inclu de the costs of direct land acquisition, land development, home construction, capitalized interest on qualifying assets, lot option fees, real estate taxes and direct overhead costs incurred related to land acquisition, land development, home construction and sales commissions.

Indirect overhead costs are charged to selling, general, and administrative expense (“SG&A”) on the Consolidated Statements of Operations as incurred.

Land and development costs are typically allocated to individual residential lots on a pro rata basis based on the number of lots in the development.

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Inventories are carried at the lower of accumulated cost or net realizable value.

The Company reviews the performance and outlook of its inventories for indicators of potential impairment at the community level on a quarterly basis.

In addition to considering market and economic conditions, the Company assesses current sales absorption levels and recent profitability.

The Company looks for instances where sales prices for homes in backlog or potential sales prices for future sold homes (expected undiscounted future cash flows) would be at a level at which the carrying value of the home may not be recoverable.

On a quarterly basis, t he Company reviews the performance and outlook of its communities to identify any indicators of potential impairment.

Such indicators include gross margins or sales paces significantly below expectations, significant delays or changes in the planned development for the community, and other known qualitative factors.

In addition to considering market and economic conditions, the Company assesses current sales absorption levels, recent profitability as well as future plans including cost management initiatives and remaining life cycle of the community.

The Company looks for instances where sales prices for homes in a community or potential sales prices for the future sale of homes within a community would be at a level at which the carrying value of the inventory related to that community may not be recoverable.

Recoverability is measured by comparing the expected undiscounted future cash flows of the inventory to its carrying amount.

Inventory impairment charges are included in SG&A on the Consolidated Statements of Comprehensive Income.

There were no impairment charges recorded for the year ended December 31, 2024, and $ 2.0 million and $ 1.8 million in inventory impairment charges recorded for the years ended December 31, 2023 and 2022 , respectively.

If indicators of potential impairment exist and the carrying value of the inventory related to a community is determined to not be recoverable based on the fact that expected undiscounted cash flows to be generated by the community are lower than its carrying amount, impairment charges are recorded to write down the associated inventory to its estimated fair value.

Inventory impairment charges, with the exception of charges related to pre-acquisition land costs, are included in homebuilding cost of sales on the Consolidated Statements of Operations.

There were $ 2.3 million of these charges for the year ended December 31, 2025, and none for the years ended December 31, 2024 and 2023.

Inventory impairment charges related to pre-acquisition land costs, similar to lot deposit impairment described below, are included in SG&A on the Consolidated Statements of Operations.

No such charges were recorded for the years ended December 31, 2025 and 2024, and $ 2.0 million of these charges were recorded for the year ended December 31, 2023.

Lot deposits represent amounts paid by the Company to secure the ability to acquire finished lots or land for development through an option contract.

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After this period, the deposit may be partially or completely forfeited should the Company decide not to proceed.

The Company reviews lot deposits for impairment on a quarterly basis and will record an impairment charge if it believes it will forfeit its deposit on an individual or portfolio of lots.

Impairment charges are included in SG&A on the Consolidated Statements of Comprehensive Income.

There were impairment charges of $ 1.5 million, $ 3.3 million and $ 3.0 million for lot deposits recorded for the years ended December 31, 2024, 2023 and 2022 , respectively .

The Company reviews lot deposits for impairment on a quarterly basis and will record an impairment charge when it intends to forfeit its deposit on an individual lot or portfolio of lots.

Impairment charges are included in SG&A on the Consolidated Statements of Operations.

There were lot deposit impairment charges of $ 5.9 million, $ 1.5 million and $ 3.3 million for the years ended December 31, 2025, 2024 and 2023 , respectively .

Mortgage Loans Held for Sale and Financial Services Revenue Recognition

Mortgage loans held for sale are carried at fair value under the fair value option, with changes in fair value recorded in financial services revenues on the Consolidated Statement of Comprehensive Income.

Mortgage loans held for sale are carried at fair value under the fair value option, with changes in fair value recorded in financial services revenues on the Consolidated Statement of Operations.

Management believes that carrying the mortgage loans held for sale at fair value and the derivative instruments used to economically hedge them enhances financial reporting by reducing volatility in reported earnings.

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Mortgage loans held for sale are generally sold within 15 - 45 days of origination.

Net gains and losses from the sale of mortgage loans held for sale are recognized based upon the difference between the sales proceeds and carrying value of the related loans and are recorded in financial services revenues on the Consolidated Statement of Comprehensive Income.

The Company enters into interest rate lock commitments (“IRLCs”) when originating mortgage loans with customers who have applied for a loan and meet certain credit and underwriting criteria.

The IRLCs, which may either be derivative assets or derivative liabilities based on changes in market and interest rate risk, are carried at fair value within other assets on the Company’s Consolidated Balance Sheets.

Changes in fair value of these instruments, as well as any gains or losses upon settlement, are reflected in financial services revenues on the Consolidated Statement of Comprehensive Income.

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The Company enters into interest rate lock commitments (“IRLC”) when originating mortgage loans with customers who have applied for a loan and meet certain credit and underwriting criteria.

In addition to the IRLC, the Company uses forward sales of mortgage backed securities (“MBS”) contracts to hedge its mortgage-related interest rate exposure.

The IRLC and MBS, which may either be derivative assets or derivative liabilities based on changes in market and interest rate risk, are carried at fair value within other assets on the Consolidated Balance Sheets.

Changes in fair value of these instruments, as well as any gains or losses upon settlement, are reflected in financial services revenues on the Consolidated Statement of Operations.

Title insurance premiums are recognized as revenue at the time of settlement of the related real estate transaction, as the earnings process is then considered complete.

Title insurance premium revenue is included within financial services revenues on the Consolidated Statements of Operations.

Expenses typically associated with premiums, including agent commissions, premium taxes and a provision for future claims are recognized concurrent with the recognition of the related premium revenue and are included within financial services expense on the Consolidated Statements of Operations.

Available-For-Sale Debt Securities

Investments in available-for-sale (“AFS”) debt securities are reported at fair value within other assets on the Consolidated Balance Sheets.

Changes in unrealized gains and losses, net of tax, are recorded as a component of accumulated other comprehensive income.

Realized gains and losses on sales and maturities of securities are reported within other income or other expense on the Consolidated Statements of Operations.

Realized gains and losses on sales of AFS debt securities are determined on the basis of the cost of the specific investments sold and are credited or charged to income on a trade-date basis.

The Company evaluates AFS debt securities in an unrealized loss position on a regular basis for potential credit loss.

Factors considered in determining whether a loss is credit-related include, but are not limited to, the financial condition and prospects of the issuer, including credit ratings and analyst reports.

If the Company has the intent to sell an AFS debt security or it is more likely than not it will be required to sell the security before recovery, the security will be written down to its current fair value, with a corresponding impairment loss recorded within other expense in the Consolidated Statements of Operations, net of any amount previously recognized as an allowance for expected credit loss.

If the Company does not have the intent to sell or it is more likely than not that it will not be required to sell the security before recovery, an allowance for expected credit loss is established and recorded within other expense in the Consolidated Statements of Operations, net of any amount previously recognized as an allowance for expected credit loss.

All non-credit related portions of potential loss, typically due to changes in market interest rates and other market conditions, are considered unrealized losses and are recorded in accumulated other comprehensive income.

Reserve for Title Claim Losses

The reserve for title claim losses is based on the prior period reserve balance for title claim losses, increased by the current period provision for title claim losses and reduced by actual paid claims.

The reserve for title claim losses is included within accrued liabilities on the Consolidated Balance Sheets.

The current provision for estimated future claim payments is calculated by applying an estimated loss provision rate to current period title insurance premiums.

The estimated loss provision rate is based on estimated amounts required to settle claims which have been reported and claims that have been incurred but not reported (“IBNR”), which may be reported in the future.

The Company continually refines its reserve estimates as current loss experience develops and credible data emerges.

Due to variances between actual and expected loss payments, loss development is subject to variability.

In the ordinary course of business, the Company limits its maximum claim loss exposure by ceding certain risks to other insurers, including through excess of loss risk policies which are issued by accredited reinsurers.

Variable Interest Entities and Investmen ts in Unconsolidated Entities

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Additionally, in the ordinary course of business, the Company enters into option contracts with third-party land bank entities and certain unconsolidated entities for the ability to acquire rights to finished lots for the construction of homes.

Pursuant to ASC Topic 810 and subtopics related to the consolidation of variable interest entities (“VIEs”), m anagement analyzes the Company’s investments in these entities first under the variable interest model to determine if they are VIEs and, if so, whether the Company is the primary beneficiary.

Pursuant to ASC Topic 810 and subtopics related to the consolidation of variable interest entities (“VIEs”), m anagement analyzes the investments in these entities first under the variable interest model to determine if they are VIEs and, if so, whether the Company is the primary beneficiary.

Management determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion if changes to the Company’s involvement arise.

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Equity method investments and investments recorded at cost are classified as investments in unconsolidated entities on the Consolidated Balance Sheets.

Earnings (losses) from the Company’s investments in unconsolidated entities are reported net on the Consolidated Statements of Comprehensive Income.

Earnings (losses) from investments in unconsolidated entities are reported net on the Consolidated Statements of Operations.

For equity method investments, the Company shares in the earnings (losses) of these unconsolidated entities generally in accordance with its respective equity interests.

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Distributions up to the amount of cumulative equity in earnings recognized are treated as returns on investment within operating cash flows and those in excess of that amount represent returns of investments included within investing cash flows.

Wh en applicable dividends are declared for the Company’s investments at cost, the Company records them as income from unconsolidated entities on the Consolidated Statements of Comprehensive Income.

The carrying amounts of the Company’s investments in unconsolidated entities, other than the lot option contracts discussed below, were $ 11.5 million and $ 15.4 million as of December 31, 2024 and 2023, respectively.

The Company’s maximum exposure to loss is limited to its investment in the entities because the Co mpany is not obligated to provide them with any additional capital and does not guarantee any of their debt or other liabilities.

Wh en applicable dividends are declared for investments at cost, the Company records them as income from unconsolidated entities on the Consolidated Statements of Operations.

The carrying amounts of investments in unconsolidated entities, other than the lot option contracts discussed below, were $ 26.6 million and $ 11.5 million as of December 31, 2025 and 2024, respectively.

The Company’s maximum exposure to loss is limited to its investment in the entities because the Company is not obligated to provide them with any additional capital and does not fully and unconditionally guarantee any of their debt or other liabilities.

Under the aforementioned lot option contracts, the Company typically makes a specified earnest money deposit in consideration for the right to purchase finished lots in the future, usually at a predetermined price.

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The Company’s risk of loss related to finished lot option and land bank option deposits and related fees was $ 773.4 million and $ 551.9 million as of December 31, 2025 and 2024, respectivel y.

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Jet HomeLoans, previously an investment in unconsolidated VIEs accounted for under the equity method, is consolidated on the Company’s consolidated financial statements beginning July 1, 2024.

Refer to Note 2, Acquisitions for more information.

Goodwill represents the excess of purchase price over the fair value of the assets acquired less the liabilities assumed in a business combination.

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No goodwill impairment was recognized during the years ended December 31, 2025, 2024 or 2023 .

Intangible Assets

The Company has intangible assets that consist of trade names that are recorded in connection with acquisitions at their fair value based on the results of valuation analyses.

Trademarks acquired in business combinations are generally valued using the relief-from-royalty method, which is a Level 3-type measurement.

Trademarks with finite lives are amortized over no more than five-year periods.

Intangible assets are subject to impairment testing whenever events or conditions suggest that the asset's carrying amount may not be recoverable.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation.

Property and equipment are stated at cost less accumulated depreciation and are included within other assets on the Consolidated Balance Sheets.

Maintenance and repairs are charged to expense as incurred and betterments are capitalized.

When items of property and equipment are sold or otherwise disposed, the asset and related accumulated depreciation accounts are eliminated and any gain or loss is included in operations.

Depreciation expense is included within SG&A on the Consolidated Statements of Comprehensive Income.

Depreciation expense is included within SG&A on the Consolidated Statements of Operations.

Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows:

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Aircraft and other vehicles 5

Business Combinations, Contingent Consideration and Redeemable Noncontrolling Interest

Business Combinations, Redeemable Noncontrolling Interest and Contingent Consideration

Business combinations are evaluated and accounted for in accordance with guidance set forth in ASC Topic 805.

Once a business combination has been identified, all material assets and liabilities of the business are recognized at fair value as of the acquisition date.

The Company has intangible assets that are recorded in connection with business combinations at their fair value based on the results of valuation analyses.

Intangible assets are subject to impairment testing whenever events or conditions suggest that the asset's carrying amount may not be recoverable.

Any residual amount remaining of the purchase price in excess of the fair value of the net assets is recognized as goodwill.

In connection with applicable business combinations, the Company records the fair value of contingent consideration as a liability as of the acquisition date as prescribed by the underlying agreement.

The adjustments made as a result of the remeasurements at each reporting date are included in contingent consideration revaluation on the Consolidated Statements of Comprehensive Income.

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Contingent consideration payments are included within cash flows from financing on the Consolidated Statements of Cash Flows to the extent these payments do not exceed the initial liability recorded at the acquisition date for each arrangement.

Payments exceeding the initial contingent consideration liability estimated at acquisition are classified as cash used in operating activities.

Maximum potential exposure for the contingent consideration payments is not estimable based on the contractual terms, as the contingent consideration arrangements allow a percentage payout based on a potentially unlimited range of pre-tax net income.

For certain business combinations, the agreements may include certain put and call options that, upon the occurrence of certain events, are not solely in the control of the Company.

As a result, a noncontrolling interest is redeemable and reported within mezzanine equity on the Company’s Consolidated Balance Sheets at the greater of the initial carrying amount (its fair value on the acquisition date) adjusted for the noncontrolling interest’s share of net income (loss) or its redemption value.

After achieving the minimum earnings threshold, the amount of net and comprehensive income that is attributable to the redeemable noncontrolling interest will be presented within net and comprehensive income attributable to noncontrolling interests on the Consolidated Statements of Comprehensive Income.

As a result, a noncontrolling interest is redeemable and reported within mezzanine equity on the Consolidated Balance Sheets at the greater of the initial carrying amount (its fair value on the acquisition date) adjusted for the noncontrolling interest’s share of net income (loss) less distributions, or its redemption value.

After achieving the minimum earnings threshold, the amount of net income that is attributable to the redeemable noncontrolling interest will be presented within net income attributable to noncontrolling interests on the Consolidated Statements of Operations.

In connection with certain previous business combinations, the Company recorded the fair value of contingent consideration as a liability as of the acquisition date as prescribed by the underlying agreement.

The initial measurement of contingent consideration was based on projected cash flows such as revenues, homebuilding gross margin, overhead expenses and pre-tax income of the acquired business and is discounted to present value using the discounted cash flow method.

The remaining estimated contingent consideration payments were subsequently remeasured to fair value as of each reporting date based on actual pre-tax income results achieved, estimated future earnings of the acquired entities and the re-assessment of risk-adjusted discount rates that reflect current market conditions.

The adjustments made as a result of the remeasurements at each reporting date were included in contingent consideration revaluation on the Consolidated Statements of Operations.

As of December 31, 2025, there were no remaining contingent consideration liabilities related to prior business combinations.

Refer to Note 11, Fair Value Disclosures for more information.

Contingent consideration payments are included within cash flows from financing on the Consolidated Statements of Cash Flows to the extent payments did not exceed the initial liability recorded at the acquisition date for each arrangement.

Payments that exceeded the initial contingent consideration liability estimated at acquisition are classified as cash used in operating activities.

Warranty Reserves

The Company provides a limited warranty for its homes for a period of one year .

The Company’s standard warranty requires the Company or its subcontractors to repair or replace defective construction during such warranty period at no cost to the homebuyer.

The Company also provides warranties covering structural systems for eight to ten years from the time of closing.

The standard warranty requires the Company or its subcontractors to repair or replace defective construction during such warranty period at no cost to the homebuyer.

The Company also provides warranties covering structural systems for up to ten years from the time of closing.

The Company establishes warranty reserves to provide for estimated future expenses as a result of construction and product defects, product recalls and litigation incidental to its homebuilding business.

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With the assistance of an actuary, the Company also estimates reserves for the structural warranty based on the number of homes under warranty, historical data and geographic trends.

The warranty reserve is classified on the Consolidated Balance Sheets as an accrued expense.

The warranty reserves are classified on the Consolidated Balance Sheets within accrued liabilities.

Refer to Note 6 , Warranty Reserves for additional information.

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Debt issuance costs that are recorded to capitalized interest are amortized to interest expense over the estimated economic life of the underlying debt instrument using the straight-line method, which approximates the effective interest method.

Debt issuance costs related to our revolving credit facility and senior unsecured notes discussed in Note 3, Debt are recorded to capitalized interest within inventories on the Consolidated Balance Sheets and are subsequently expensed in homebuilding cost of sales as the homes close.

Debt issuance costs related to the revolving credit facility and senior unsecured notes discussed in Note 3, Debt are recorded to capitalized interest within inventories on the Consolidated Balance Sheets and are subsequently expensed in homebuilding cost of sales as the homes close.

Homebuilding Revenue Recognition

Homebuilding revenues consist primarily of home sales recognized in accordance with ASC Topic 606.

Home sale transactions are made pursuant to contracts under which the Company typically has a single performance obligation to deliver a completed home to the homebuyer when closing conditions are met.

Home sale transactions are made pursuant to contracts under which the Company typically has a single performance obligation to deliver a completed home to the homebuyer, or third party investor, when closing conditions are met.

The Company generally determines the selling price per home based on the expected cost-plus margin.

The Company has performed an assessment and its contracts do not contain significant financing terms.

A large portion of the Company’s contracts with customers and the related performance obligations have an original expected duration of one year or less.

A large portion of the contracts with customers and the related performance obligations have an original expected duration of one year or less.

For the majority of contracts, performance obligations are satisfied and revenue is recognized at the point in time when control of the asset is transferred to the customer, which is generally when title to and possession of the home and the risks and rewards of ownership are transferred to the homebuyer on the closing date.

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Under home sale contracts, the Company typically receives an initial cash deposit from the homebuyer, known as as customer deposit, at the time the sales contract is executed and receives the remaining consideration to which the Company is entitled, through an escrow agent, at closing.

When the cash is received, customer deposits are recorded on the Company’s Consolidated Balance Sheets, representing a contract liability.

Under home sale contracts, the Company typically receives an initial cash deposit from the homebuyer, known as a customer deposit, at the time the sales contract is executed and receives the remaining consideration to which the Company is entitled, through an escrow agent, at closing.

When the cash is received, customer deposits are recorded on the Consolidated Balance Sheets, representing a contract liability.

Customer deposits are applied against the final settlement due at the home clos ing.

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As of December 31, 2025 and 2024 , the contract asset related to percentage of completion contracts was $ 3.6 million and $ 5.2 million , respectively, and is included in other assets on the Consolidated Balance Sheets.

As of December 31, 2024 and 2023 , the contract liability related to percentage of completion contracts was $ 0.5 million and $ 1.2 million , respectively, and is included in accrued expenses on the Consolidated Balance Sheets.

As of December 31, 2025 and 2024 , the contract liability related to percentage of completion contracts was $ 0.5 million and is included in accrued liabilities on the Consolidated Balance Sheets.

Refer to Note 9, Segment Reporting for a more detailed disaggregation of revenues by reportable segments.

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The Company records expense for restricted stock granted to employees in return for employee service.

The cost for these awards is measured on the grant date and recognized as stock-based compensation on a straight-line basis over the employee service period, which is normally the vesting period.

The cost for these awards is measured at fair value on the grant date and recognized as stock-based compensation on a straight-line basis over the employee service period, which is normally the vesting period.

Forfeitures of these awards are recognized as a reduction to stock-based compensation in the period in which they occur .

Stock-based compensation is included within SG&A on the Consolidated Statements of Comprehensive Income.

Stock-based compensation is included within SG&A on the Consolidated Statements of Operations.

Our deferred income tax assets and liabilities are computed for differences between the asset and liability method and financial statement amounts that will result in taxable or deductible amounts in the future.

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In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations.

If it’s determined that the deferred tax assets will be realized for which a valuation allowance had been recorded, then the deferred tax asset allowance will be adjusted, which reduces the provision for income taxes.

If determined that the deferred tax assets will be realized for which a valuation allowance had been recorded, then the deferred tax asset allowance will be adjusted, which reduces the provision for income taxes.

The Company evaluates the tax positions taken on income tax returns that remain open and positions expected to be taken on the current year tax returns to identify uncertain tax positions.

Unrecognized tax benefits on uncertain tax positions are recorded on the basis of a two-step process in which (1) it is determined whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50% likely to be realized is recognized.

Interest and penalties related to unrecognized tax benefits are recorded in income tax expense on the Consolidated Statements of Comprehensive Income.

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Interest and penalties related to unrecognized tax benefits are recorded in income tax expense on the Consolidated Statements of Operations.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU Number 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures” (“ASU 2024-03”).

In November 2024, the FASB issued Accounting Standard Update (“ASU”) Number 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures” (“ASU 2024-03”).

ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements.

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The Company is currently evaluating the adoption of ASU 2024-03 on its consolidated financial statements.

In March 2024, the Securities and Exchange Commission (the “SEC”) issued its final rules aimed at standardizing climate-related disclosures.

These rules require the disclosure of material climate-related risks, strategies to mitigate or adapt to these risks, governance practices overseeing such risks and the disclosure of substantial greenhouse gas emissions stemming from operations owned and controlled and/or indirectly influenced through purchased energy consumed in operations.

Furthermore, the final rules require disclosures within financial statement notes concerning the impacts of severe weather events and other natural circumstances, contingent upon specified thresholds of materiality.

Subsequent to the issuance of the final rules, on March 15, 2024, a federal appellate court imposed a temporary stay pending judicial review of these regulations, followed by a voluntary stay by the SEC on April 4, 2024, pending the conclusion of this review process.

The initial annual disclosure requirements may require compliance as early as the year ending December 31, 2025 depending on filing status.

The Company is currently evaluating the impact of these final rules on the consolidated financial statements.

In December 2023, the FASB issued ASU Number 2023-09, “Income Taxes (Topic 740):

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ASU 2023-09 requires more disaggregated income tax disclosures, including additional information in the rate reconciliation and additional disclosures about income taxes paid.

ASU 2023-09 will become effective for the fiscal year ending December 31, 2025.

Early adoption is permitted, and guidance should be applied prospectively, with an option to apply guidance retrospectively.

The Company is currently evaluating the impact of the adoption of ASU 2023-09 and does not expect it to have a material effect on the consolidated financial statements.

In November 2023, the FASB issued ASU Number 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker(s) that are included within each reported measure of segment profit or loss.

The guidance also expands disclosure requirements for interim periods, as well as requires disclosure of other segment items, including the title and position of the entity’s chief operations decision maker(s).

ASU 2023-07 became effective for the fiscal year ended December 31, 2024, and for interim periods starting in our first quarter of 2025.

The Company adopted the new standard for the annual requirements for the fiscal year ended December 31, 2024 which did not have a material effect on the consolidated financial statements.

Refer to Note 9 , Segment Reporting for the required additional disclosures.

During the year ended December 31, 2025, the Company implemented the provisions of ASU 2023-09 applicable to annual reportin g retrospectively.

The adoption did not result in any material changes to the consolidated financial statements.

Refer to Note 8, Income Taxes for the required additional disclosures.

Financial Services

Alliant Title

On April 18, 2025, the Company acquired Colorado-based title insurance underwriter, Alliant National Title Insurance Company, Inc.

and a related affiliate (collectively, “Alliant Title”), the operations of which are included in the Financial Services segment as of that date.

The cash consideration paid for the Alliant Title acquisition was $ 37.2 million, net of $ 3.0 million of cash acquired.

The purpose of this acquisition was to expand the Company’s financial services offerings to include title insurance underwriting.

The acquisition was accounted for as a business combination under ASC Topic 805.

As of December 31, 2025, the total fair value of the assets acquired and the liabilities assumed (“acquired net assets”) resulted in $ 46.2 million of other assets and $ 35.4 million in accrued liabilities on the Consolidated Balance Sheet as of the date of acquisition, mostly related to AFS debt securities and reserve for title claim losses, respectively.

Primarily based on new information obtained related to the fair value of separately identifiable intangible assets, the Company recognized measurement period adjustments during the year ended December 31, 2025, which increased other assets and decreased goodwill by $ 1.7 million as of the acquisition date.

As of December 31, 2025, the excess of the aggregate purchase price over the aggregate fair value of the acquired net assets resulted in goodwill of $ 22.6 million, all of which was assigned to the Financial Services segment.

Goodwill consists primarily of expected synergies from vertical integration with the Company’s title and homebuilding operations, the acquired workforce and growth opportunities.

Our evaluations to assign fair values to the assets acquired are ongoing, including our assessments of Alliant Title’s tax return to income tax provision.

These evaluations may result in changes to the provisional amounts recorded.

Green River Builders

On May 2, 2025, the Company acquired Atlanta, Georgia-based homebuilder, Green River Builders, Inc.

(“Green River Builders”), the operations of which are included in the Southeast segment as of that date.

The cash consideration paid for the Green River Builders acquisition was $ 34.1 million.

Based on the fair value of the acquired net assets pursuant to ASC Topic 805, as of December 31, 2025, the Company primarily recorded $ 26.8 million of inventories on the Consolidated Balance Sheet as of the date of acquisition.

The excess of the aggregate purchase price over the aggregate fair value of the acquired net assets of $ 8.8 million was recorded as goodwill, all of which was assigned to the Southeast segment.

Liberty Communities

On January 23, 2025, the Company acquired certain assets and assumed certain liabilities, comprising the majority of the Atlanta, Georgia-based homebuilder, Liberty Communities, LLC (“Liberty Communities” or “Liberty”), primarily through wholly-owned DFH subsidiaries, Dream Finders Holdings, LLC, and DFH Liberty, LLC (“DFH Liberty”).

This acquisition allowed the Company to enter the Atlanta, Georgia market and expand its operations in the Greenville, South Carolina market.

The cash consideration paid for the Liberty acquisition was $ 112.7 million.

Additionally, as part of the consideration, the former owner of Liberty Communities received a redeemable noncontrolling interest in DFH Liberty and contractual rights to a portion of its future earnings upon exceeding a minimum earnings threshold.

The purchase agreement includes put and call options relating to the noncontrolling interest that, upon the occurrence of certain events, are not solely in the control of the Company.

As a result, the noncontrolling interest is redeemable and reported within mezzanine equity on the Consolidated Balance Sheet at the greater of the initial carrying amount (its fair value on the acquisition date), adjusted for the noncontrolling interest’s share of net income (loss) less distributions, or its redemption value.

The acquisition was accounted for as a business combination under ASC Topic 805.

In determining the purchase price allocation, the Company evaluated Liberty’s acquired net assets based on their estimated fair values as of January 23, 2025.

Goodwill was recorded as the residual amount by which the purchase price plus the fair value of the noncontrolling interest exceeded the provisional fair value of the acquired net assets and is expected to be fully deductible for tax purposes.

Goodwill consists primarily of expected synergies of combining operations, the acquired workforce and growth opportunities, none of which qualify as separately identifiable intangible assets.

The fair value of the redeemable noncontrolling interest, inclusive of put and call options, was determined using an income-based approach, coupled with Monte Carlo simulations, which were impacted by various inputs, including projected future cash flows, discount rates and market volatility.

The consideration for the final purchase price and related purchase price allocation as of December 31, 2025, inclusive of measurement period adjustments, was as follows (in thousands):

Cash consideration $ 112,720

Fair value of the redeemable noncontrolling interest as of the acquisition date 8,088

Total consideration $ 120,808

Inventories $ 75,387

Other assets 2,572

Accounts payable ( 7,018 )

Accrued liabilities

Customer deposits ( 385 )

Acquired net assets

Goodwill 45,599

Total purchase price $ 120,808

Measurement period adjustments of $ 1.8 million were recorded during the three months ended June 30, 2025, which related to and reflect the final valuation of the post-closing balances of the acquired net assets.

Unaudited Pro Forma Information

The following unaudited pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if the three acquisitions discussed above had occurred on January 1, 2024 (in thousands):

Unaudited Pro Forma (1)

Total revenues $ 4,370,943 $ 4,754,398

Net income attributable to Dream Finders Homes, Inc.

214,001 350,475

(1) This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor of the results that may be obtained in the future.

For the year ended December 31, 2025, Liberty contributed $ 249.8 million in homebuilding revenues and $ 19.5 million in income before taxes.

Liberty’s Atlanta operations are included in the Southeast segment and Liberty’s Greenville operations are included in the Mid-Atlantic segment from the acquisition date.

Refer to Note 9, Segment Reporting for more information.

For the year ended December 31, 2025, Alliant Title contributed $ 86.3 million in financial services revenues and a $ 1.0 million loss before taxes.

Alliant Title’s operations are included in the Financial Services segment from the acquisition date.

Refer to Note 9, Segment Reporting for more information.

Previous Acquisitions

Jet HomeLoans

On July 1, 2024, the Company acquired the remaining 40 % equity interest in the previously unconsolidated mortgage banking joint venture, Jet HomeLoans, which was consolidated as of that date in the consolidated financial statements.

Cash acquired of $ 9.9 million from the acquisition was net of the cash consideration paid of $ 9.3 million.

The majority of the acquired net assets assumed on July 1, 2024 included mortgage loans held for sale of $ 114.7 million and mortgage warehouse facilities of $ 109.1 million, which were reported on the Consolidated Balance Sheet as of that date.

The acquisition was accounted for as an asset acquisition under ASC Topic 805.

Crescent Homes

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The cash consideration for the Crescent acquisition was $ 210.4 million.

Payments through December 31, 2024 were made with cash on hand and proceeds from borrowings under the Company’s revolving credit facility.

Additionally, as part of the consideration, the former owner of Crescent Homes received a redeemable noncontrolling interest in DFH Crescent and contractual rights to a portion of its future earnings upon exceeding a minimum earnings threshold.

The purchase agreement includes put and call options relating to the noncontrolling interest that, upon the occurrence of certain events, are not solely in the control of the Company.

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The acquisition was accounted for as a business combination under ASC Topic 805.

In determining the purchase price allocation, the Company evaluated Crescent Homes’ assets acquired and liabilities assumed based on their estimated fair values as of February 1, 2024.

Goodwill was recorded as the residual amount by which the purchase price plus the fair value of the noncontrolling interest exceeded the provisional fair value of the net assets acquired and is expected to be fully deductible for tax purposes.

In determining the purchase price allocation, the Company evaluated Crescent Homes’ acquired net assets based on their estimated fair values as of February 1, 2024.

Goodwill was recorded as the residual amount by which the purchase price plus the fair value of the noncontrolling interest exceeded the fair value of the acquired net assets and is expected to be fully deductible for tax purposes.

Goodwill consists primarily of expected synergies of combining operations, the acquired workforce, and growth opportunities, none of which qualify as separately identifiable intangible assets.

The fair value of the redeemable noncontrolling interest, inclusive of put and call options, was determined using an income-based approach, coupled with Monte Carlo simulations, which were impacted by various inputs including projected future cash flows, discount rates and market volatility.

The consideration for the total purchase price and related purchase price allocation as of December 31, 2024 was as follows (in thousands):

The consideration for the total purchase price and related final purchase price allocation as of February 1, 2025, inclusive of measurement period adjustments, was as follows (in thousands):

Cash consideration $ 210,449

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Total consideration $ 231,900

As Originally

March 31, 2024 Measurement

Adjustments (1)

Inventories $ 122,053

Other assets 2,245

Property and equipment 418 37 455

Accounts payable ( 9,543 )

Customer deposits

Accrued expenses ( 2,036 ) ( 121 ) ( 2,157 )

Net assets acquired $ 102,739 $ 1,055 $ 103,794

Accrued liabilities ( 2,157 )

Acquired net assets $ 103,794

Goodwill 128,106

Total purchase price $ 231,900

(1) The above measurement period adjustments were recorded during the three months ended June 30, 2024.

These adjustments were related to and reflect the most current provisional valuation of the post-closing balances of the acquired net assets.

The purchase price was finalized on February 1, 2025.

Jet HomeLoans

On July 1, 2024, the Company acquired the remaining 40 % equity interest in the previously unconsolidated mortgage banking joint venture Jet HomeLoans, which was consolidated as of that date on the Company’s consolidated financial statements.

Cash consideration was $ 9.3 million, subject to customary post-closing adjustments.

The majority of the assets acquired and liabilities assumed on July 1, 2024 included mortgage loans held for sale of $ 114.7 million and mortgage warehouse facilities of $ 109.1 million, which were reported within the Company’s Consolidated Balance Sheets as of that date.

The acquisition was accounted for as an asset acquisition under ASC Topic 805.

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Unaudited Pro Forma Information

The following unaudited pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if the Crescent and Jet HomeLoans acquisitions had occurred on January 1, 2023 (in thousands):

Unaudited Pro Forma (1)

Total revenues $ 4,502,636 $ 4,119,907

Net and comprehensive income attributable to Dream Finders Homes, Inc.

In March 2025, the Company accrued for a $ 6.7 million expense from purchase price adjustments relating to the net asset value of the Crescent Homes acquisition within other income, net on the Consolidated Statement of Operations, as these adjustments were recognized outside of the measurement period for the acquisition, which ended February 1, 2025.

The outstanding debt obligations included the following as of December 31, 2025 and 2024 (in thousands):

December 31, 2025 As of

December 31, 2024

Revolving credit facility

$ 798,000 $ 700,000

(1) This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had occurred on that date, nor of the results that may be obtained in the future.

For the year ended December 31, 2024, Crescent Homes contributed $ 469.7 million in homebuilding revenues and $ 67.2 million in net and comprehensive income, all of which is attributable to the Company.

Crescent Homes operations are included in the Mid-Atlantic segment from the date of acquisition.

Refer to Note 9, Segment Reporting for information.

For the year ended December 31, 2024, Jet HomeLoans contributed $ 34.8 million in financial services revenues and $ 21.7 million in net and comprehensive income.

Following the acquisition on July 1, 2024, Jet HomeLoans’ operations continue to be included within the Financial Services segment.

Refer to Note 9, Segment Reporting for information.

Contingent Consideration from Previous Business Combinations

The earnout period related to the 2020 acquisition of H&H Constructors of Fayetteville, LLC concluded in the third quarter of 2024 and final payment for the contingent consideration agreement was made in the fourth quarter of 2024 resulting in no liability or future obligations relating to this arrangement as of December 31, 2024.

As of December 31, 2023, the Company remeasured the fair value of contingent consideration and adjusted the liability to $ 11.7 million based on actual results achieved, revised pre-tax income forecasts and revised discount rates as of the balance sheet date and from accretion of the liability.

The Company recorded contingent consideration adjustments resulting in $ 0.9 million and $ 2.9 million of expense and $ 2.0 million of income for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024 and 2023, the Company remeasured the fair value of contingent consideration related to the 2021 acquisition of McGuyer Homebuilders, Inc.

(“MHI”) and adjusted the liability to $ 68.0 million and $ 105.1 million , respectively, based on actual results achieved, revised pre-tax income forecasts and revised discount rates as of the balance sheet date and from accretion of the liability .

The Company recorded contingent consideration adjustments resulting in expense of $ 13.0 million, $ 43.3 million and $ 12.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, there were 9 months remaining under the contingent consideration agreement.

Refer to Note 10, Fair Value Disclosures for the fair value measurement of contingent consideration.

6.875 % senior unsecured notes, due September 2030

8.250 % senior unsecured notes, due August 2028

296,302 295,049

Mortgage warehouse facilities

192,837 289,617

Other borrowings

$ 1,606,193 $ 1,286,052

The Company is subject to specified financial covenants as part of its debt obligations.

The Company was in compliance with these financial covenants as of December 31, 2025 and December 31, 2024, as applicable, and expects to remain in compliance over the next 12 months.

Senior Unsecured Notes

On August 22, 2023, the Company issued $ 300.0 million in aggregate principal amount of 8.25 % senior unsecured notes due August 15, 2028 (the “2028 Notes”), which were issued pursuant to an indenture (the “Indenture”).

Interest on the 2028 Notes is payable in arrears semiannually on each February 15 and August 15, beginning February 15, 2024.

The Company had the following senior unsecured notes (collectively, the “Senior Notes”) outstanding as of December 31, 2025:

On September 5, 2025, the Company issued $ 300.0 million in aggregate principal amount of 6.875 % senior unsecured notes due September 15, 2030 (the “2030 Notes”) pursuant to an indenture.

Interest on the 2030 Notes is payable in arrears semiannually on each March 15 and September 15, beginning March 15, 2026.

The 2030 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of the Company’s subsidiaries.

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The Company received net proceeds from the issuance and sale of the 2028 Notes of $ 293.5 million after unamortized debt issuance costs of $ 6.5 million, which reduce the carrying value of the 2028 Notes reported on the Consolidated Balance Sheets.

The net proceeds from the 2028 Notes were used to repay a portion of the then outstanding balance under the existing revolving credit facility.

As of December 31, 2024 and 2023, unamortized debt issuance costs were $ 5.0 million and $ 6.1 million, respectively.

The 2028 Notes are redeemable by the Company prior to August 15, 2025 through the payment of the principal amount due, which can be accomplished through the issuance of certain restricted equity offerings for specified portions of principal notes outstanding, plus specified rates and accrued and unpaid interest, and a make-whole premium in the event 100 % of the principal amount is redeemed.

On or after August 15, 2025, the 2028 Notes are redeemable at specified rates equal to 104.1 % of the principal balance, plus accrued and unpaid interest, which periodically decrease to 100 % on August 15, 2027.

Upon the occurrence of a Change of Control (as defined in the Indenture), the holders of the 2028 Notes will have the right to require the Company to repurchase all or a portion of the 2028 Notes at a price equal to 101 % of the aggregate principal amount of the 2028 Notes, plus any accrued and unpaid interest.

The Indenture includes customary events of default.

Subject to specified exceptions, the Indenture contains certain restrictive covenants that, among other things, limit the Company’s ability to incur or guarantee certain indebtedness, issue certain equity interests or engage in certain capital stock transactions.

In addition, the Indenture contains certain limitations related to mergers, consolidations, and transfers of assets.

The net proceeds from the 2030 Notes were used to repay a portion of the then outstanding balance under the revolving credit facility.

The 2030 Notes are redeemable by the Company prior to September 15, 2027 by the payment of the principal amount due, which can be accomplished through the issuance of certain restricted equity offerings for specified portions of the principal balance of notes outstanding, plus specified rates and accrued and unpaid interest, and a make-whole premium in the event 100.0 % of the principal amount is redeemed.

On or after September 15, 2027, the 2030 Notes are redeemable at specified rates, initially equal to 103.4 % of the principal balance, plus accrued and unpaid interest, which periodically decreases to 100.0 % on September 15, 2029.

Upon the occurrence of a Change of Control (as defined in the indenture governing the 2030 Notes), the holders of the 2030 Notes will have the right to require the Company to repurchase all or a portion of the 2030 Notes at a price equal to 101 % of the aggregate principal amount of the 2030 Notes, plus any accrued and unpaid interest.

On August 22, 2023, the Company issued $ 300.0 million in aggregate principal amount of 8.250 % senior unsecured notes due August 15, 2028 (the “2028 Notes”) pursuant to an indenture.

Interest on the 2028 Notes is payable in arrears semiannually on each February 15 and August 15.

The 2028 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of the Company’s subsidiaries.

The 2028 Notes are redeemable at specified rates, currently equal to 104.1 % of the principal balance, plus accrued and unpaid interest, which periodically decreases to 100.0 % on August 15, 2027.

Upon the occurrence of a Change of Control (as defined in the indenture governing the 2028 Notes), the holders of the 2028 Notes will have the right to require the Company to repurchase all or a portion of the 2028 Notes at a price equal to 101.0 % of the aggregate principal amount of the 2028 Notes, plus any accrued and unpaid interest.

The indentures for the Senior Notes include customary events of default.

Subject to specified exceptions, the indentures contain certain restrictive covenants that, among other things, limit the Company’s ability to incur or guarantee certain indebtedness, issue certain equity interests or engage in certain capital stock transactions.

In addition, the indentures contain certain limitations related to mergers, consolidations, and transfers of assets.

As of December 31, 2025 and December 31, 2024, unamortized debt issuance costs were $ 8.9 million and $ 5.0 million, respectively.

Unamortized debt issuance costs reduce the carrying value of the Senior Notes reported on the Consolidated Balance Sheets within senior unsecured notes, net.

Credit Agreement

On June 6, 2024, the Company entered into an amendment to its existing revolving credit facility (as amended, the “Credit Agreement”).

The amendment, among other things, (i) provides for an increase in the aggregate commitments under the revolving credit facility to $ 1.4 billion, subject to a borrowing base;

(ii) extends the maturity date from July 17, 2026 to June 4, 2027 for certain new and existing lenders comprising $ 1.3 billion of the $ 1.4 billion of aggregate commitments under the Credit Agreement;

and (iii) provides the Company with the ability to incur certain additional unsecured debt.

The Company has a revolving credit facility with aggregate commitments of $ 1.5 billion and a maturity date of August 21, 2028 for lenders comprising $ 1.2 billion of the aggregate commitments (the “Credit Agreement”), with the remaining aggregate commitments maturing June 4, 2027.

Certain of the Company’s subsidiaries guaranteed the Company’s obligations under the Credit Agreement.

The amendments also updated the Company’s minimum tangible net worth covenant, which resulted in an increase to the base component of such covenant from $ 607.0 million to $ 739.0 million.

The Credit Agreement includes an accordion feature that allows the aggregate commitments to increase to up to $ 2.0 billion, subject to a borrowing base.

Under the Credit Agreement, the Company has the ability to draw “Term SOFR Rate Loans” or “Daily Simple SOFR Rate Loans”.

Term SOFR Rate Loans bear interest based on Term SOFR rates for one or three-month interest periods and include a SOFR adjustment of 10 basis points for each interest period.

Daily Simple SOFR Rate Loans bear interest based on Daily Simple SOFR rates and include a SOFR adjustment of 10 basis points.

Interest under Term SOFR Rate Loans and Daily Simple SOFR Rate Loans also include an “applicable rate margin” determined based on the Company’s net debt to capitalization ratio, equivalent to credit spreads of 2.00 % to 2.95 %.

As of December 31, 2024 and 2023, the outstanding balance under the Credit Agreement was $ 700.0 million and $ 530.0 million, respectively.

Under the Credit Agreement, the funds available are unsecured and availability under the borrowing base is calculated based on specific advance rates for finished lots, construction in process homes, and finished homes inventory on the Consolidated Balance Sheets, and reduced for any outstanding unsecured indebtedness permitted under the Credit Agreement, including the 2028 Notes.

The Company had capitalized debt issuance costs related to construction lines of credit, net of amortization, of $ 10.3 million and $ 7.0 million as of December 31, 2024 and 2023, respectively, which were included in other assets on the Consolidated Balance Sheets.

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The Credit Agreement contains covenants that, among other things, require that we (i) maintain a maximum debt to capitalization ratio, as of the last day of each fiscal quarter, of 60.0 %;

The Credit Agreement includes an accordion feature that allows the aggregate commitments to increase to up to $ 2.0 billion, subject to the borrowing base.

Under the Credit Agreement, the Company has the ability to draw “Term SOFR Rate Loans” or “Daily Simple SOFR Rate Loans.” Term SOFR Rate Loans bear interest based on Term SOFR rates for one or three-month interest periods and include a SOFR adjustment of 10 basis points (“bps”) for each interest period.

Daily Simple SOFR Rate Loans bear interest based on Daily Simple SOFR rates and include a SOFR adjustment of 10 bps.

Interest under Term SOFR Rate Loans and Daily Simple SOFR Rate Loans also include an “applicable rate margin” determined based on the Company’s debt to capitalization ratio as defined within the Credit Agreement, equivalent to credit spreads of 2.00 % to 2.95 %.

The Credit Agreement contains covenants that, among other things, require that the Company (i) maintain a maximum debt to capitalization ratio, as of the last day of each fiscal quarter, of 60.0 %;

(ii) maintain an interest coverage ratio, as of the last day of each fiscal quarter, of not less than 2.0 to 1.0;

(iii) maintain a liquidity ratio, as of the last day of each fiscal quarter, of not less than 1.0 to 1.0;

(iv) maintain tangible net worth of not less than the sum of (A) $ 739.0 million, (B) 50.0 % of net income earned in each fiscal quarter after March 31, 2024 and (C) 50.0 % of the aggregate increases in shareholders’ equity of the consolidated group after March 31, 2024 by reason of the issuance and sale of equity interests of the members of the consolidated group;

(iv) maintain tangible net worth of not less than the sum of (A) $ 981.3 million, (B) 50.0 % of net income earned in each fiscal quarter and (C) 50.0 % of the aggregate increases in shareholders’ equity of the consolidated group by reason of the issuance and sale of equity interests of the members of the consolidated group;

(v) maintain a risk assets ratio (defined as (A) the sum of the GAAP net book value for all finished lots, lots under development and land held for future development or disposition to (B) tangible net worth), as of the last day of each fiscal quarter, of no more than 1.0 to 1.0;

(vi) not allow aggregate investments in unconsolidated affiliates to exceed 15.0 % of tangible net worth, as of the last day of any fiscal quarter;

and (vii) not incur indebtedness other than, among other things, (A) the obligations under the Credit Agreement, (B) non-recourse indebtedness in an amount not to exceed 15.0 % of tangible net worth, as of the last day of each fiscal quarter, (C) operating lease liabilities, finance lease liabilities and purchase money obligations for fixed or capital assets not to exceed $ 5.0 million in the aggregate, (D) indebtedness of financial services subsidiaries and variable interest entities, (E) indebtedness under hedge contracts entered into for purposes other than for speculative purposes, and (F) permitted unsecured indebtedness (including the 2028 Notes).

and (vi) not incur indebtedness other than certain permitted indebtedness.

Under the Credit Agreement, the funds available are unsecured and availability under the borrowing base is calculated based on specific advance rates for finished lots, construction in process homes, and finished homes inventory on the Consolidated Balance Sheets, plus available cash and escrow receivables in excess of $ 25.0 million, as applicable, and reduced for any outstanding unsecured indebtedness permitted under the Credit Agreement, including the Senior Notes.

The Company had unamortized debt issuance costs primarily related to the Credit Agreement of $ 11.4 million and $ 10.3 million as of December 31, 2025 and December 31, 2024.

Unamortized debt issuance costs are included within other assets on the Consolidated Balance Sheets.

Mortgage Warehouse Facilities

As a result of the acquisition of Jet HomeLoans discussed in Note 2, Acquisitions, the Company has the following mortgage warehouse lines of credit and repurchase agreements with various financial institutions as of December 31, 2024.

Amounts outstanding under the mortgage warehouse facilities are not guaranteed by DFH, Inc.

or any of its other subsidiaries and the agreements contain various affirmative and negative covenants applicable solely to Jet HomeLoans that are customary for arrangements of this type.

All of the outstanding balances for the borrowings as of December 31, 2024 below were collateralized by the mortgage loans held for sale reported on the Consolidated Balance Sheets (dollars presented in thousands):

Outstanding Balance Facility Amount Interest Rate

Warehouse A $ 51,147 $ 150,000 6.63 %

Warehouse B 62,783 150,000 6.24 %

The Company had the following mortgage warehouse lines of credit and repurchase agreements (“mortgage warehouse facilities”) with various financial institutions as of December 31, 2025 and December 31, 2024 related to Jet HomeLoans, which are used to finance its mortgage loans held for sale.

All of the outstanding balances for the borrowings below were collateralized by the mortgage loans held for sale reported on the Consolidated Balance Sheets (dollars presented in thousands):

Outstanding Balance

December 31, 2025 As of

December 31, 2024 Facility Amount Interest Rate

Warehouse A $ 59,985 $ 125,532 $ 100,000 SOFR + 2.00 %;

floor rate of 5.50 %

Warehouse B 42,777 62,783 105,000 SOFR + 1.85 %

Warehouse C (1)

Warehouse D 50,155 100,000 6.87 %

44,274 51,147 125,000 SOFR + 2.00 %;

floor rate of 4.50 %

Warehouse D 45,801 50,155 100,000 SOFR + 2.00 %;

floor rate of 3.00 %

Total $ 192,837 $ 289,617 $ 430,000

(1) As of December 31, 2024, the warehouse facilities had various expiry dates ranging from November 12, 2025 through February 15, 2026.

For Warehouses A, B and C, the facility renewal amounts will be $ 120.0 million, $ 100.0 million and $ 150.0 million, respectively, subject to final negotiations.

The Company was in compliance with all debt covenants as of December 31, 2024 and 2023.

The Company expects to remain in compliance with all debt covenants over the next 12 months.

Inventories consist of construction in process (“CIP”) and finished homes, including capitalized interest costs incurred under certain of our debt obligations discussed in Note 3, owned land and lots and pre-acquisition land costs .

(1) On December 23, 2025, the Company replaced its previous warehouse C with a new agreement.

Amounts outstanding under the mortgage warehouse facilities are not guaranteed by DFH, or any of its other subsidiaries and the agreements contain various affirmative and negative covenants applicable solely to Jet HomeLoans that are customary for arrangements of this type.

Inventories consist of construction in process (“CIP”) and finished homes, including capitalized interest costs incurred under certain of the debt obligations discussed in Note 1, owned land and lots and pre-acquisition land costs .

CIP represents homes under construction or completed, including sold, speculative (“spec”) and model homes.

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The cost of homes is expensed on a specific identification basis when the home is delivered to the customer.

Finished lots are generally purchased just-in-time for construction, whether for spec or sold homes, and are included within owned land and lots until construction begins when the finished lot cost is transferred to CIP.

Costs related to finished lots or land under development held by third-party land bank partners incurred prior to the Company’s purchase of the land, including lot option fees, property taxes and due diligence costs are capitalized into pre-acquisition land costs.

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Finished lots are generally purchased just-in-time for construction through existing lot option contracts with land developers or third-party landbanks, whether for spec or sold homes, and are included within owned land and lots until construction begins when the finished lot cost is transferred to CIP.

Costs related to finished lots or land under development held by third-party land bank partners incurred prior to the purchase of the finished lots, including due diligence costs, lot option fees and property taxes in relation to the Company’s existing controlled lot pipeline, are capitalized into pre-acquisition land costs.

Inventories consisted of the following as of December 31, 2025 and 2024 (in thousands) :

Construction in process and finished homes $ 1,563,922 $ 1,456,053

Owned land and lots 133,311 110,957

Finished lots (1)

268,849 164,736

Pre-acquisition land costs

192,891 94,568

Inventories $ 2,025,662 $ 1,715,357

Capitalized interest activity related to the Company’s construction lines of credit and senior unsecured notes, net is summarized in the table below for the years ended December 31, 2024, 2023 and 2022 (in thousands):

(1) As of December 31, 2025, included $ 70.0 million of consolidated inventory not owned in relation to finished lot sales to land bank partners.

As part of the transaction, the Company received cash of $ 62.7 million, net of the lot deposit and closing costs.

Capitalized interest activity related to the Credit Agreement and Senior Notes is summarized in the table below for the years ended December 31, 2025, 2024 and 2023 (in thousands):

Year Ended December 31,

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Aircraft and other vehicles (1)

14,758 14,075

Office equipment and software 10,954 3,373

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Property and equipment, net $ 54,677 $ 39,689

(1) In September of 2024, the Company purchased an aircraft for corporate use with cash on hand at a purchase price of $ 13.5 million.

(1) In September 2024, the Company purchased an aircraft for corporate use at a purchase price of $ 13.5 million.

Depreciation expense was $ 11.8 million , $ 6.4 million and $ 4.8 million for the years ended December 31, 2025 , 2024 and 2023 , respectively.

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Warranty Reserves

The table below presents the activity related to warranty reserves as of December 31, 2024 and 2023 (in thousands):

The table below presents the activity related to warranty reserves for the years ended December 31, 2025 and 2024 (in thousands):

Warranty reserves as of beginning of the period

$ 27,638 $ 20,620

Additions to reserve from home closings

Additions to reserves from home closings

10,002 10,486

Warranty expenditures

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Adjustments to pre-existing reserves

( 10,896 ) 3,350

Warranty reserves as of end of the period

$ 20,588 $ 27,638

Warranty reserves include amounts for work routinely performed by third-party vendors at no cost to the Company pursuant to subcontractor agreements.

Commitments and Contingencies

Legal Proceedings

The Company is party to legal matters from time to time that typically are derived from the Company’s general business practices, primarily related to the construction of homes.

The Company is party to legal matters from time to time that are typically derived from the Company’s general business practices, primarily related to the construction and sale of homes.

The Company believes that if a claim has merit, parties other than the Company would be, at least in part, liable for the claim, and the eventual outcome of the claim would not have a material adverse effect upon the consolidated financial statements.

When it is believed that a loss is probable and estimable, the Company records the estimated contingency loss in SG&A on the Consolidated Statements of Comprehensive Income.

When it is believed that a loss is probable and estimable, the Company records the estimated loss contingency within other income, net on the Consolidated Statements of Operations.

On April 28, 2025, the former owner of Crescent Homes and his affiliates filed a complaint in Chancery Court in Delaware against the Company for an alleged breach of contract claim related to the Crescent Homes acquisition.

The Company intends to defend the lawsuit.

Earlier mediation was not successful and the former owner has filed a motion for summary judgment.

The Company has opposed this filing, and the matter is still awaiting consideration in Chancery Court in Delaware as of February 23, 2026.

At this time, it is not possible to reasonably estimate the probability that either party will prevail.

The Company does not believe that any future outcomes of any claims or lawsuits currently outstanding will have a material adverse effect upon the consolidated financial statements.

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Leases are recognized when the contract provides the right to use an identified asset for a period of time in exchange for consideration.

Leases are included in right-of-use (“ROU”) assets and lease liabilities in the Consolidated Balance Sheets.

ROU assets represent the right to use an underlying asset for the lease term, while lease liabilities reflect the obligation to make lease payments.

Leases are included within other assets and accrued liabilities on the Consolidated Balance Sheets.

Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term, while lease liabilities reflect the obligation to make lease payments.

Both are recognized at the commencement date based on the present value of lease payments.

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Leases with terms of 12 months or less are not recorded on the Consolidated Balance Sheets.

The Company has operating leases primarily associated with office space that is used by its homebuilding divisions, model home sale-leasebacks and a corporate office building sale-leaseback in Jacksonville, Florida.

The Company has operating leases primarily associated with office space that is used by its homebuilding and financial services divisions, model home sale-leasebacks and a corporate office building sale-leaseback in Jacksonville, Florida.

This corporate office building lease has a remaining lea se term of 8 years with potential renewal options.

There are no significant operating or finance leases that have not yet commenced as of December 31, 2024 .

For the years ended December 31, 2024 , 2023 and 2022, o perating lease costs for these leases were $ 14.1 million , $ 12.4 million and $ 11.5 million , respectively, and were recorded within SG&A on the Consolidated Statements of Comprehensive Income.

For the years ended December 31, 2025 , 2024 and 2023, o perating lease costs for these leases were $ 20.8 million , $ 14.1 million and $ 12.4 million , respectively, and were recorded within SG&A on the Consolidated Statements of Operations.

For the years ended December 31, 2025 , 2024 and 2023, l eased assets obtained in exchange for new operating leases were $ 22.7 million , $ 3.9 million and $ 3.4 million , respectively.

As of December 31, 2024 and 2023 , the weighted average remaining lease term was 6 years for both periods, and the weighted average discount rate was 5.8 % and 6.3 % , respectively.

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The following table shows the maturities of our lease liabilities as of December 31, 2024 (in thousands):

As of December 31, 2025 and 2024, the weighted-average remaining lease term was 4 years and 6 years, respectively , and the weighted-average discount rate was 5.4 % and 5.8 % , respectively.

The following table shows the maturities of lease liabilities as of December 31, 2025 (in thousands):

Maturity of Lease Liabilities Operating

2026 $ 12,508

Thereafter 3,427

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Surety Bonds and Letters of Credit

In the ordinary course of business, we obtain surety bonds and letters of credit to cover our land development performance obligations with local municipalities.

In the ordinary course of business, the Company obtains surety bonds and letters of credit to cover the Company’s land development performance obligations with local municipalities.

While substantial development and construction work may already be complete concerning the improvements at these sites, the letters of credit and surety bonds are typically not fully released until all development and construction activities have been completed.

As of December 31, 2024 and 2023, we had outstanding surety bonds of $ 298 million and $ 195 million, respectively, and outstanding letters of credit of $ 21 million and $ 1 million, respectively, which are not included within the Company’s Consolidated Balance Sheets.

As of December 31, 2025 and 2024, the Company had outstanding surety bonds of $ 358.7 million and $ 297.8 million, respectively, and outstanding letters of credit of $ 27.0 million and $ 20.9 million, respectively, which are not reported on the Consolidated Balance Sheets.

The Company is a corporation subject to U.S.

federal income taxes, in addition to state and local income taxes.

Income tax expense for the years ended December 31, 2024 , 2023 and 2022 , consists of the following (in thousands):

Income tax expense for the years ended December 31, 2025, 2024 and 2023, consisted of the following (in thousands):

Year Ended December 31,

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Total income tax expense $ 66,698 $ 97,272 $ 96,483

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The following table reconciles the statutory federal income tax rate to the effective income tax rate for the years ended December 31, 2024 , 2023 and 2022 :

The following table reconciles the statutory federal income tax rate to the effective income tax rate for the years ended December 31, 2025 , 2024 and 2023 (dollars presented in thousands) :

Year Ended December 31,

2025 2024 2023

Amount Percent Amount Percent Amount Percent

Income taxes at federal statutory rate

State and local income taxes, net of federal tax 3.1 2.8 3.5

Federal tax credits ( 2.9 ) ( 0.6 ) ( 3.9 )

Non-deductible executive compensation 1.1 1.0 1.3

Other ( 0.1 ) ( 0.3 ) 1.1

Effective tax rate 22.2 % 23.9 % 23.0 %

The significant components of deferred income tax assets and liabilities presented net within other assets on the Consolidated Balance Sheets as of December 31, 2024 and 2023 , consist of the following (in thousands):

$ 59,661 21.0 % $ 91,952 21.0 % $ 84,932 21.0 %

State income taxes, net of federal income tax effect (1)

12,488 4.4 13,524 3.1 11,740 2.9

45L energy-efficiency ( 11,220 ) ( 3.9 ) ( 11,830 ) ( 2.7 ) ( 3,158 ) ( 0.8 )

( 1,106 ) ( 0.4 ) ( 3,499 ) ( 0.8 ) ( 17 ) —

Nontaxable or nondeductible items:

Executive compensation

3,383 1.2 4,985 1.1 3,996 1.0

45L energy-efficiency tax credits

2,356 0.8 2,484 0.6 663 0.2

1,136 0.4 ( 344 ) ( 0.1 ) ( 1,673 ) ( 0.4 )

Total income tax expense and effective tax rate

$ 66,698 23.5 % $ 97,272 22.2 % $ 96,483 23.9 %

(1) State taxes in Florida and Texas made up the majority (greater than 50.0%) of the tax effect in this category.

The One Big Beautiful Bill Act (the “OBBBA”) was enacted on July 4, 2025.

Based on the Company’s current structure and operations, the OBBBA does not have a material impact as of December 31, 2025.

However, the OBBBA will eliminate Section 45L tax credits after June 30, 2026, at which time the income tax expense and effective rate will not include the benefit from these tax credits.

The Company will continue to monitor the impact of the OBBBA on its consolidated financial statements.

The significant components of deferred income tax assets and liabilities presented net within other assets on the Consolidated Balance Sheets as of December 31, 2025 and 2024 , consisted of the following (in thousands):

Deferred tax assets:

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Lease liabilities 6,508 4,311

Warranty reserves

Other 1,130 4,050

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Deferred tax liabilities:

( 11,604 ) ( 5,709 )

( 9,132 ) ( 4,318 )

Right-of-use assets ( 6,246 ) ( 3,945 )

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As of December 31, 2025 and 2024, the Company had no valuation allowance recorded against deferred tax assets, no uncertain tax positions that qualify for inclusion in the consolidated financial statements, and has not recognized or accrued for any interest or penalties.

Cash paid for income taxes, net of refunds, for the years ended December 31, 2025, 2024 and 2023 consisted of the following (in thousands):

Year Ended December 31,

2025 2024 2023

Federal $ 98,242 $ 104,785 $ 62,972

22,495 22,762 18,348

Cash paid for income taxes, net of refunds (2)

$ 120,737 $ 127,547 $ 81,320

(1) State taxes paid in Florida (net of refunds received) were $ 10.4 million, $ 11.7 million and $ 7.5 million for the years ended December 31, 2025, 2024 and 2023, respectively, and were equal to or greater than 5.0% of total income taxes paid (net of refunds received).

(2) Includes payments for purchased tax credits of $ 17.6 million and $ 36.6 million related to 2025 and 2024 income tax expense, respectively, during the year ended December 31, 2025.

Includes payments for purchased tax credits of $ 12.0 million related to 2024 income tax expense during the year ended December 31, 2024.

Segment Reporting

The Company predominately operates in the homebuilding business and is organized and reported primarily by region.

The Company’s four reportable segments include the Southeast, Mid-Atlantic, Midwest and Financial Services, which are comprised of the following:

• Southeast (Jacksonville, Orlando and Tampa, Florida, the southeast coast of Florida and southwest Florida;

Savannah, Georgia;

The Company primarily operates in the homebuilding business and is organized and reported mainly by region.

The Company’s four reportable segments consist of the three homebuilding segments—the Southeast, Mid-Atlantic and Midwest—as well as the Financial Services segment.

The homebuilding segments produce the majority of their homebuilding revenues through the sale and delivery of completed homes.

The Financial Services segment generates the majority of its revenues from originating and selling mortgages, and collecting premiums and fees for closing services and title insurance.

The Company’s four reportable segments are comprised of the following:

• Southeast (Jacksonville, Orlando and Tampa, Florida and operations in the southeast coast of Florida and southwest Florida;

Atlanta and Savannah, Georgia;

Hilton Head and Bluffton, South Carolina;

Active Adult and Custom Homes operations in northeast Florida)

custom homes operations in northeast Florida)

• Mid-Atlantic (DC Metro;

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• Midwest (Austin, Dallas, Houston and San Antonio, Texas;

Denver, Colorado and Phoenix, Arizona)

• Financial Services (primarily Jet HomeLoans and Golden Dog Title and Trust)

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The corporate component, which is not considered an operating segment, is reported separately as “Corporate”.

Denver, Colorado;

Phoenix, Arizona)

• Financial Services (primarily Jet HomeLoans, DF Title and Alliant Title)

The corporate component, which is not considered an operating segment, is reported separately as “Corporate.” Certain corporate SG&A expenses are charged to the segments and eliminated in consolidation.

In accordance with ASC Topic 280, operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision-makers, which include the Chief Executive Officer and the National President (“CODM”), in deciding how to allocate resources and in assessing performance.

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Segment profitability, a component of performance, is primarily measured by income before taxes.

The CODM compares actual segment income before taxes to historical results and projections to assess segment profitability.

As part of the Company’s budgeting and forecasting process, the CODM uses forecasted income before taxes to allocate resources during the annual budget process, and then on a recurring basis during their review of budget to actual amounts.

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The following table summarizes revenues, significant expenses and income before taxes by segment for the years ended December 31, 2024, 2023 and 2022 (in thousands):

Southeast Mid-Atlantic

Midwest Financial Services Corporate (1)

The CODM compare actual segment income before taxes to historical results and projections to assess segment profitability.

Resources are allocated by the CODM during the annual budget process, primarily according to forecasted income before taxes.

These allocations undergo recurring evaluation by the CODM throughout the year and are reallocated, as needed, based on actual results.

The following tables summarize revenues, significant expenses and income before taxes by segment for the years ended December 31, 2025, 2024 and 2023 (in thousands):

Southeast (1)

Mid-Atlantic Midwest Financial Services Corporate (2)

Reconciling Items (3)

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Contingent consideration revaluation — — ( 9,820 ) — — — ( 9,820 )

Other segment items (4)

Other segment (income) expense, net (5)

( 328 ) 6,944 ( 6 ) ( 2,249 ) ( 9,089 ) — ( 4,728 )

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Contingent consideration revaluation — 922 13,017 — — — 13,939

Other segment items (4)

Other segment expense (income), net (5)

487 374 ( 2,737 ) ( 1,943 ) ( 7,315 ) ( 7,827 ) ( 18,961 )

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Contingent consideration revaluation 432 2,901 43,257 — — — 46,590

Other segment items (4)

Other segment expense (income), net (5)

765 518 ( 1,561 ) ( 5,111 ) ( 6,989 ) ( 10,659 ) ( 23,037 )

Income before taxes $ 176,947 $ 50,891 $ 150,942 $ 28,916 $ 6,183 $ ( 9,454 ) $ 404,425

(1) Corporate includes operations of the corporate component, including certain contingent consideration, that the Company does not charge to the segments.

(1) The Southeast segment had inventory and lot deposit impairments of $ 5.7 million, $ 0.6 million and $ 3.0 million, respectively, for the years ended December 31, 2025, 2024 and 2023.

The Southeast segment results exclude profits related to the manufacturing of panels used in homebuilding operations within the Southeast segment, which are eliminated in consolidation.

(2) Corporate includes operations and investments of the corporate component.

In the first quarter of 2025, the Company retrospectively changed its expense allocation method to include corporate SG&A expenses that are homebuilding related within the respective homebuilding segment, as the Company believes this provides a more representative view of segment profitability.

(3) As of result of the Jet HomeLoans acquisition on July 1, 2024, represents reconciling items related to Jet HomeLoans prior to its consolidation.

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(4) Financial services expense primarily consists of salaries, commissions and benefits.

(4) Other segment items primarily consist of income from unconsolidated entities.

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(5) Other segment items primarily consist of (income) loss from unconsolidated entities, interest income, investment income, management fees and rental income.

In March 2025, other segment items for the Mid-Atlantic segment included $ 6.7 million of accrued expense from purchase price adjustments related to the Crescent Homes acquisition.

See Note 2, Acquisitions for more information.

The following table summarizes total assets and goodwill by segment as of December 31, 2025, and 2024 (in thousands):

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Southeast (1)

$ 1,010,715 $ 793,998 $ 68,467 $ 14,003

Mid-Atlantic 904,598 730,843 144,959 144,959

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Financial Services (2)

Corporate (1)

347,791 386,326 22,864 280

Reconciling items from equity method investments (2)

Corporate (3)

377,982 392,492 — —

Consolidated $ 3,727,484 $ 3,328,651 $ 377,361 $ 300,313

(1) Corporate assets are comprised of, but are not limited to, operating and restricted cash, deferred tax assets, and prepaids and other assets not directly attributable to a reportable segment.

(2) As a result of the Jet HomeLoans acquisition on July 1, 2024, represents reconciling items related to Jet HomeLoans prior to its consolidation.

(1) As of December 31, 2025, the Liberty Communities acquisition resulted in $ 45.6 million of goodwill, predominantly attributable to the acquired Atlanta, Georgia operations included in the Southeast segment.

Refer to Note 2, Acquisitions for more information.

(2) As of December 31, 2025, the Alliant Title acquisition resulted in $ 22.6 million of goodwill.

Refer to Note 2, Acquisitions for more information.

(3) Corporate assets are comprised of, but are not limited to, operating and restricted cash, deferred tax assets, prepaids and other assets not directly attributable to a reportable segment.

Title Insurance

On April 18, 2025, the Company acquired Colorado-based title insurance underwriter, Alliant Title.

Alliant Title is subject to extensive regulation under applicable state laws, including, among other things, restrictions on ability to pay dividends to its parent and oversight of certain investment policies.

The laws of each of the states in which Alliant Title transacts business establish supervisory agencies with broad administrative powers relating to issuing and revoking licenses to transact business;

regulating trade practices;

licensing agents;

approving policy forms;

prescribing accounting principles and financial practices;

establishing reserves, capital and surplus as regards policyholders (“capital and surplus”) requirements;

defining suitable investments, and;

approving rate schedules.

The Company is required to submit financial statements using statutory accounting principles to insurance regulatory authorities (“statutory financial statements”).

Statutory financial statements differ in some respects to these GAAP consolidated financial statements.

Alliant Title’s capital and surplus on a statutory basis was $ 13.0 million as of December 31, 2025.

The amount of statutory capital and surplus necessary to satisfy regulatory requirements based on Alliant Title’s current operations was $ 7.0 million as of December 31, 2025.

On a statutory basis, Alliant Title had a net loss of $ 4.2 million for the year ended December 31, 2025, as reported in their statutory financial statements.

As of December 31, 2025, retained earnings cannot be transferred in the form of dividends, loans or advances to the parent company under statutory regulations without prior insurance department approval.

Alliant Title was in compliance with its respective minimum net worth and working capital requirements as of December 31, 2025.

Reserve For Title Claim Losses

As of December 31, 2025, the reserve for title claim losses was $ 32.7 million, of which $ 27.4 million, or 84 %, represents the IBNR component.

For the year ended December 31, 2025, the Company had a title claim loss provision of $ 5.4 million, and claims paid, net of recoveries, of $ 5.3 million.

Fair Value Disclosures

Fair value represents the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair values are determined using a fair value hierarchy based on the inputs used to measure fair value.

Fair value is determined using a fair value hierarchy established by GAAP, based on the inputs used to measure fair value.

Level 1 inputs are unadjusted quoted prices in active markets for identical assets and liabilities.

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Level 3 inputs are unobservable and significant to the fair value.

The Company applies the fair value hierarchy to certain assets and liabilities remeasured or disclosed at fair value on a recurring basis, including mortgage loans held for sale, derivative assets and liabilities, senior unsecured notes, net and contingent consideration liabilities related to the acquisition of businesses.

The fair value of mortgage loans held for sale are based on either investor commitments or quoted secondary-market prices.

Derivative assets and liabilities are associated with IRLCs, whose fair values are derived from forward sale commitment prices, as well as certain unobservable inputs such as estimated costs to originate the loans and the probability that the mortgage loan will fund within the terms of the IRLC (the “pull-through rate”).

Mortgage loans in process for IRLCs totaled approximately $ 24.1 million as of December 31, 2024 and carried a weighted average interest rate of approximately 6.2 %.

The esti mated fair value of the 2028 Notes is based on recent trades or quoted market prices for debt of similar terms, including maturity, to achieve comparable yields.

Refer to Note 2, Acquisitions for discussion of contingent consideration remeasurement.

The Company applies the fair value hierarchy to certain assets and liabilities remeasured or disclosed at fair value on a recurring basis, including mortgage loans held for sale, derivative assets and liabilities, AFS debt securities, senior unsecured notes, net, and contingent consideration in connection with certain acquisitions.

The fair value of mortgage loans held for sale is based on either investor commitments or quoted secondary-market prices.

Derivative assets and liabilities are associated with mandatory and best effort IRLC and MBS used to hedge interest rate risk on certain of the IRLC.

The fair values for IRLC are derived from market pricing for instruments with similar characteristics or forward sale commitment prices, as well as certain unobservable inputs such as estimated costs to originate the loans and the probability that the mortgage loan will fund within the terms of the IRLC, known as the pull-through rate.

The Company estimates the fair value of forward sales of MBS contracts based on quoted MBS prices.

As of December 31, 2025 and 2024, the total notional amount of mortgage loans locked and approved through IRLC totaled approximately $ 59.0 million and $ 24.1 million, respectively, and carried weighted-average interest rates of approximately 5.2 % and 6.2 %, respectively.

As of December 31, 2025, the total notional amount of MBS sales totaled approximately $ 48.8 million and carried a weighted-average interest rate of approximately 4.2 %.

There were no outstanding MBS as of December 31, 2024.

Management believes that carrying the mortgage loans held for sale and the derivative instruments used to economically hedge them at fair value enhances financial reporting by reducing volatility in reported earnings.

The fair value of AFS debt securities is principally a function of current market conditions and is primarily determined based on quoted prices in markets that are not active or model inputs that are observable or unobservable.

The fair values of the Senior Notes are based on recent trades or quoted market prices for debt of similar terms, including maturity, to achieve comparable yields.

The fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, customer deposits and mortgage warehouse facilities, approximate their carrying amounts due to the short-term nature of these instruments.

The fair value of the construction lines of credit approximates their carrying amounts since they are subject to short-term floating interest rates that reflect current market rates.

The fair value of the Credit Agreement approximates its carrying amount since it is subject to short-term floating interest rates that reflect current market rates.

Fair value measurements may also be utilized on a nonrecurring basis, such as for the accounting for acquisitions or the impairment of long-lived assets and inventory.

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The following table outlines the carrying value and fair value of certain of the Company’s financial instruments (in thousands) as of December 31, 2024 and 2023:

As of December 31, 2025, the inventories for which the carrying value was determined to not be recoverable had a fair value of $ 11.6 million, and there were none as of December 31, 2024.

These values are a level 3 in the fair value hierarchy.

The following tables outline the carrying value and fair value of certain other of the Company’s financial instruments with respect to the established fair value hierarchy level, and present a summary of the changes in fair value measurement of contingent consideration (in thousands) for the periods indicated :

As of December 31,

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Mortgage loans held for sale Level 2 $ 205,089 $ 205,089 $ 303,393 $ 303,393

IRLCs Level 3 487 487 — —

Level 3 1,449 1,449 487 487

AFS debt securities

30,704 30,704 — —

Senior unsecured notes, net Level 2 591,060 610,944 295,049 312,876

Contingent consideration Level 3 68,030 68,030 116,795 116,795

The following table presents a summary of the changes in fair value measurement of contingent consideration (in thousands):

Beginning balance, December 31, 2023 $ 116,795

Contingent consideration (1)

— — 68,030 68,030

Year Ended December 31,

2025 2024 2023

Beginning balance

$ 68,030 $ 116,795 $ 115,128

Fair value adjustments related to prior year acquisitions (1)(2)

( 9,820 ) 13,939 46,590

Contingent consideration payments (3)

Ending balance, December 31, 2024 $ 68,030

( 58,210 ) ( 62,704 ) ( 44,923 )

Ending balance (1)

$ — $ 68,030 $ 116,795

(1) As of December 31, 2025, there were no remaining contingent consideration liabilities.

At each previous reporting date, contingent consideration was remeasured to fair value based on actual results, updated earnings estimates and revised risk-adjusted discount rates (Level 3 inputs).

The earnout period for MHI concluded on September 30, 2025.

The final fair value adjustment for the earnout period was recorded during the three months ended September 30, 2025.

(2) C ontingent consideration adjustments related to MHI resulted in income of $ 9.8 million for the year ended December 31, 2025, and expense of $ 13.0 million and $ 43.3 million for the years ended December 31, 2024 and 2023, respectively.

Additionally, the earnout period related to the 2020 acquisition of H&H Constructors of Fayetteville, LLC concluded in the third quarter of 2024.

(3) On April 15, 2025, the Company made a contingent consideration payment of $ 42.5 million related to the 2024 adjusted pre-tax income results of the MHI acquisition.

On December 15, 2025, the Company made the final earnout payment for the MHI contingent consideration agreement of $ 15.7 million.

The following table presents additional information related to the AFS debt securities, including the largest major security type, corporate bonds, (in thousands) for the period indicated:

December 31, 2025

Amortized cost

Years to maturity:

Due in one year or less

$ 1,080 $ 1,166

Due after one year through five years

Due after five years through ten years

Due after ten years

Asset-backed securities

Total AFS debt securities $ 30,091 $ 30,704

AFS corporate bonds

$ 16,384 $ 16,775

Related Party Transactions

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Amounts due to and from the funds are based on the timing and amount of capital calls as well as distributions of capital and earnings, all of which, as applicable, are made on a periodic basis over several years, consistent with the typical lifecycle of any land bank financing project.

DF Residential II, LP (DF Capital’s “Fund II”) has an exclusive right of first offer on any land bank financing projects that meet its investment criteria and are undertaken by the Company during Fund II’s investment period.

The Company, its executive officers and certain directors have investments in Fund II.

DF Residential II, LP (DF Capital’s “Fund II”) has an exclusive right of first offer on any land bank financing projects that meet its investment criteria and are undertaken by the Company.

Fund II is currently in the harvesting period.

The Company, its executive officers, and a former director have investments in Fund II.

As of December 31, 2025 and 2024, the Company had $ 17.6 million and $ 37.0 million, respectively, in outstanding lot deposits related to Fund II, controlling 1,479 lots and 3,271 lots, respectively.

On July 30, 2024, DF Capital initiated its first close on DF Residential III, LP (“Fund III”), which included $ 54.5 million in investments from the Company’s executive officers and a director.

DF Residential III, LP (“Fund III”) has an exclusive right of first offer on any land bank financing projects that meet its investment criteria and are undertaken by the Company.

Fund III is currently in the investment period.

As of December 31, 2025, the Company's executive officers and a former director have committed to make investments in Fund III of $ 54.0 million, of which 40.5 % was contributed as of December 31, 2025.

The Company’s investment in Fund III will be determined as part of the final closing.

As of December 31, 2024, the Company had $ 47.0 million in outstanding lot deposits related to Fund III, controlling 3,417 lots.

As of December 31, 2025 and 2024, the Company had $ 53.6 million and $ 47.0 million, respectively, in outstanding lot deposits related to Fund III, controlling 4,111 lots and 3,417 lots, respectively.

Aircraft Agreement

Beginning in November 2023, the Company leases an airplane from a company owned by Patrick Zalupski, DFH Inc.’s President, Chief Executive Officer and Chairman of the Board.

The airplane is leased on a non-exclusive basis at a fixed monthly rate, plus allocable variable costs for usage.

The Company incurred $ 4.8 million and $ 1.3 million in expenses related to the use of the airplane during the years ended December 31, 2024 and 2023, respectively, included in SG&A on the Consolidated Statement of Comprehensive Income.

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The airplane is leased on a non-exclusive basis at a fixed monthly rate, plus allocable variable costs per hour, not to exceed a per-hour cap in the aggregate on a lease year basis.

The Company incurred $ 4.6 million, $ 4.8 million and $ 1.3 million in expenses related to the use of the airplane during the years ended December 31, 2025, 2024 and 2023, respectively, included in SG&A on the Consolidated Statement of Operations.

Series B Preferred Units

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Share Buyback Program

In June 2023, the Company’s Board of Directors (the “Board”) approved a share buyback program under which the Company can repurchase up to $ 25.0 million of its Class A common stock through June 30, 2026 in open market purchases, privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

The actual timing, number and value of shares repurchased under the share buyback program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities.

In June 2023, the Company’s Board of Directors approved a share buyback program under which the Company can repurchase up to $ 25.0 million of Class A common stock through June 30, 2026 in open market purchases, privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

The repurchase limit under the share buyback program was increased to $ 50.0 million during the second quarter of 2025 and further increased to $ 100.0 million through June 30, 2027, during the fourth quarter of 2025.

The actual timing, number and value of shares repurchased under the share buyback program depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities.

The share buyback program does not obligate the Company to acquire any specific number of shares in any period and may be expanded, extended, modified or discontinued at any time.

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Treasury stock is not considered outstanding.

As of December 31, 2024, approximately $ 17.2 million in shares remain available for purchase under the share buyback program.

During the year ended December 31, 2024, under the share buyback program, the Company repurchased 291,229 shares of Class A common stock for an aggregate purchase price of $ 7.8 million.

There were no shares repurchases during the year ended December 31, 2023.

As of December 31, 2025 and 2024, approximately $ 50.5 million and $ 17.2 million, respectively, remained available for purchase under the share buyback program, inclusive of the recent program increase.

During the years ended December 31, 2025 and 2024, under the share buyback program, the Company repurchased 1,832,865 and 291,229 shares of Class A common stock for an aggregate purchase price of $ 41.7 million and $ 7.8 million respectively.

There were no shares repurchased during the year ended December 31, 2023.

Redeemable Preferred Stock

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The redeemable preferred stock is perpetual with call and conversion rights.

The Company can call the outstanding redeemable preferred stock at any time for one-hundred and two percent ( 102 %) of its liquidation preference during the fourth year following its issuance and for one-hundred and one percent ( 101 %) of its liquidation preference during the fifth year following its issuance, plus accrued but unpaid dividends, if any.

Subsequent to the fifth anniversary of its issuance, a Purchaser can convert the redeemable preferred stock into Class A common stock of the Company.

The Company can call the outstanding redeemable preferred stock at any time for 102.0 % of its liquidation preference during the fourth year following its issuance and for 101.0 % of its liquidation preference during the fifth year following its issuance, plus accrued but unpaid dividends, if any.

Subsequent to the fifth anniversary of its issuance, a purchaser, as defined in the registration rights agreement, can convert the redeemable preferred stock into Class A common stock of the Company.

The conversion price will be based on the average closing price of Class A common stock for the 90 trading days immediately preceding the conversion date, less 20 % of the average and subject to a floor conversion price.

The redeemable preferred stock will be redeemed, contingent upon and concurrently with the consummation of a change of control of the Company.

Shares of redeemable preferred stock will be redeemed in a change of control of the Company at a price, in cash, equal to the liquidation preference, subject to adjustment, plus all accumulated and unpaid dividends, plus, if the change of control occurs before the fourth anniversary of the date of issuance of the redeemable preferred stock, a premium equal to the dividends that would have accumulated on such share of redeemable preferred stock from and after the change of control redemption date and through the fourth anniversary of the issuance of the redeemable preferred stock.

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The redeemable preferred stock will be redeemed, contingent upon and concurrently with the consummation of a change of control of the Company at a price, in cash, equal to the liquidation preference, subject to adjustment, plus all accumulated and unpaid dividends.

Stock-Based Compensation

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The Company grants restricted stock to certain executives, directors and members of management, primarily as incentive awards.

These stock grants typically vest over a period of one to five years of continuous service, commencing on the date of the grant and vesting ratably in approximately one, one-third or one-fifth increments at the end of each year of the term.

These stock grants typically vest ratably over a period of one , three or five years of continuous service, commencing on the date of the grant.

The fair value of these grants is derived by using the closing stock price on the date of the grant.

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As of December 31, 2025 and 2024 , the total unrecognized stock-based compensation under the 2021 Plan was $ 26.6 million and $ 33.3 million , respectively.

The unrecognized stock-based compensation will be recognized over a weighted-average period o f 2 years.

The Company’s restricted stock units as of December 31, 2024 and changes during the year then ended are presented below (in thousands, except share amounts):

Shares Weighted Average Grant Date Fair Value

As of December 31, 2025, t he unrecognized stock-based compensation will be recognized over a weighted-average period o f 2 years.

The unvested restricted stock units as of December 31, 2025 and changes during the three years then ended are presented below:

Shares Weighted-Average

Balance as of December 31, 2022 892,556 $ 20.29

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Balance as of December 31, 2025 1,951,148 $ 24.51

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Earnings Per Share

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2025 2024 2023

Net and comprehensive income attributable to Dream Finders Homes, Inc.

Net income attributable to Dream Finders Homes, Inc.

$ 217,197 $ 335,341 $ 295,900

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13,500 13,500 13,482

Net and comprehensive income available to common stockholders (1)

Net income available to common stockholders (1)

$ 203,697 $ 321,841 $ 282,418

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Weighted-average number of shares outstanding - diluted 101,296,630 100,297,139 106,027,548

(1) For the diluted earnings per share calculation, $ 13.5 million, $ 13.2 million and $ 13.7 million in preferred dividends associated with redeemable preferred stock that are assumed to be converted have been added back to the numerator for the years ended December 31, 2024, 2023 and 2022, respectively.

(1) For the diluted earnings per share calculation, amounts of preferred dividends associated with redeemable preferred stock that are assumed to be converted are added back to the numerator.

Amounts of preferred dividends added back included $ 13.5 million, $ 13.5 million and $ 13.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

(2) Since the conversion price of the Company’s redeemable preferred stock is based on an average of the closing price of Class A common stock for the 90 trading days immediately preceding the end of the current period, changes in the price of the Class A common stock may significantly affect the number of additional assumed common shares outstanding under the if-converted method for diluted EPS, while the number of redeemable preferred stock shares outstanding is unchanged.

Stock-based compensation awards are excluded from the calculation of diluted EPS in the event they are antidilutive.

There were 0.4 million, 0.6 million and 0.8 million common stock equivalent shares considered antidilutive that were excluded from the diluted earnings per share calculation for the years ended December 31, 2024, 2023 and 2022, respectively.

Subsequent Events

Liberty Communities Acquisition

On January 23, 2025, DFH acquired the majority of the homebuilding assets of privately held homebuilder, Liberty Communities, LLC (“Liberty Communities” or “Liberty”) through DFH subsidiaries, Dream Finders Holdings LLC, and DFH Liberty (“DFH Liberty”), a newly formed entity for purposes of consummating this transaction.

The consideration given for the Liberty Communities acquisition was cash in the amount of $ 112 million, subject to customary post-closing adjustments, of which $ 8 million was paid as of December 31, 2024.

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

As part of the transaction, the former owner of Liberty Communities received a redeemable noncontrolling interest in DFH Liberty and contractual rights to a portion of its future earnings according to the terms of the agreement.

The Company has not yet completed its evaluation and determination of consideration paid and certain assets and liabilities acquired in accordance with ASC 805.

The operations of Liberty Communities, which are located in Atlanta, Georgia and Greenville, South Carolina, will be included in our Southeast segment as of the date of acquisition.

There were 0.7 million, 0.4 million and 0.6 million of antidilutive common stock equivalent shares that were excluded from the diluted earnings per share calculation for the years ended December 31, 2025, 2024 and 2023, respectively.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data