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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-25 · 30 added, 24 removed, 169 unchanged (24% of the section changed)

2 unchanged sentences

Under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934) as of December 31, 2025 .

Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures as of December 31, 2024 were effective in providing reasonable assurance that information required to be disclosed in the reports the Company files, furnishes, submits or otherwise provides the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in reports filed by the Company under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and CFO, in such a manner as to allow timely decisions regarding the required disclosure.

Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures as of December 31, 2025 were effective in providing reasonable assurance that information required to be disclosed in the reports the Company files, furnishes, submits or otherwise provides to the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in reports filed by the Company under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and CFO, in such a manner as to allow timely decisions regarding the required disclosure.

Management's Annual Report on Internal Control over Financial Reporting

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Changes in Internal Control over Financial Reporting

Crescent Homes

The Crescent Homes acquisition was completed on February 1, 2024, which is discussed in detail in Note 2, Acquisitions to the consolidated financial statements.

Our evaluation of the effectiveness of the Company’s internal control over financial reporting and of the design and operation of our disclosure controls and procedures did not encompass that of Crescent Homes.

Alliant Title

We completed the Alliant Title acquisition on April 18, 2025, which is discussed in detail in Note 2, Acquisitions to the consolidated financial statements.

Our assessment of the effectiveness of the Company’s disclosure controls and procedures did not encompass the internal controls over financial reporting of Alliant Title.

This decision aligns with the general guidance from the SEC Staff, allowing the exclusion of an assessment of a recently acquired business from management’s scope for an internal controls audit for up to one year post-acquisition.

Crescent Homes contributed approximately 11% to our total revenues for the year ended December 31, 2024.

Alliant Title contributed approximately 2% to our total revenues for the quarter ended December 31, 2025.

As of December 31, 2025, the total assets of the acquired business represented about 2% of total consolidated assets, mainly comprising investments and goodwill.

With the completion of the Alliant Title acquisition, we are in the process of implementing internal controls over significant processes, which we consider appropriate and necessary given the integration level.

As the implementation progresses, we will continuously evaluate Alliant Title’s internal controls and processes, further integrating them with those of the Company within a year of the acquisition.

Liberty Communities

We completed the Liberty Communities acquisition on January 23, 2025, which is discussed in detail in Note 2, Acquisitions to the consolidated financial statements.

Our assessment of the effectiveness of the Company’s disclosure controls and procedures did not encompass the internal controls over financial reporting of Liberty Communities.

Internal controls over significant processes have been implemented at Liberty Communities.

Liberty Communities contributed approximately 7% to our total revenues for the quarter ended December 31, 2025.

As of December 31, 2025, the total assets of the acquired business represented about 4% of total consolidated assets, mainly comprising inventory and goodwill.

As of February 1, 2025, internal controls over significant processes have been implemented at Crescent Homes, which the Company considers appropriate and necessary given the integration level.

Jet HomeLoans

The Company acquired the remaining equity interest in Jet HomeLoans on July 1, 2024, which is discussed in detail in Note 2, Acquisitions to the consolidated financial statements.

We acquired the remaining equity interest in Jet HomeLoans on July 1, 2024, which is discussed in detail in Note 2, Acquisitions to the consolidated financial statements.

Our assessment of the effectiveness of the Company’s internal control over financial reporting and of the design and operation of our disclosure controls and procedures did not encompass the internal controls over financial reporting of Jet HomeLoans from acquisition date through June 30, 2025.

Jet HomeLoans contributed approximately 1% to our total revenues for the year ended December 31, 2024.

Internal controls over significant processes at Jet HomeLoans were included in management’s annual internal controls audit as of December 31, 2025.

Jet HomeLoans contributed approximately 2% to our total revenues for the quarter ended December 31, 2025.

As of December 31, 2025, the total assets of the acquired business represented about 7% of total consolidated assets, mainly comprising mortgage loans held for sale.

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With the completion of the Jet HomeLoans acquisition, the Company is in the process of implementing internal controls over significant processes at Jet HomeLoans, which the Company considers appropriate and necessary given the integration level.

As the integration progresses, the Company will continuously evaluate Jet HomeLoans’ internal controls and processes, further integrating them with those of the Company within a year of the acquisition.

There have been no changes in the internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting for the year ended December 31, 2024.

There have been no other changes in the internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting for the year ended December 31, 2025.

OTHER INFORMATION

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Insider Adoption, Modification or Termination of Trading Arrangements

During the quarter ended December 31, 2024, neither the Company nor any director or officer of the Company adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as the terms are defined in Item 408(a) of Regulation S-K.

During the quarter ended December 31, 2025, no director or officer of the Company adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as the terms are defined in Item 408(a) of Regulation S-K.

Refer to Note 13, Equity to our consolidated financial statements for information regarding the Company’s increase in its share buyback program.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

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Directors, Executive Officers and Corporate Governance

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All employees are required, upon their initial employment with the Company and annually thereafter, to affirm in writing their receipt and review of the Code of Business Conduct and Ethics and their compliance with its provisions.

Additionally, the Corporate Governance Guidelines prohibit directors and executive officers from entering into any form of hedging or other monetization transaction involving shares of our common stock.

The Code of Business Conduct and Ethics was adopted in January 2021 and can be accessed under the “Investor Relations—Governance” link on our website at www.dreamfindershomes.com.

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Such definitive proxy statement relates to a meeting of stockholders involving the election of directors and the portions thereof called for by Item 14 are incorporated herein by reference pursuant to Instruction G to Form 10-K.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Consolidated Balance Sheets

Consolidated Statements of Comprehensive Income

Consolidated Statements of Operations

Consolidated Statements of Equity

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filed with the SEC on August 22, 2023).

Indenture, dated as of September 5, 2025, by and among the Company, the Guarantors and U.S.

Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No.

001-39916) of Dream Finders Homes, Inc.

filed with the SEC on September 5, 2025).

Amended and Restated Credit Agreement, dated as of June 2, 2022, among Dream Finders Homes, Inc., Bank of America, N.A., as administrative agent, collateral agent and issuing bank, and the lenders named therein as parties thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

1 unchanged sentence

filed with the SEC on June 8, 2022).

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Second Amendment to Amended and Restated Credit Agreement, dated as of July 19, 2023, among Dream Finders Homes, Inc., Bank of America, N.A., as administrative agent, collateral agent and issuing bank, and the lenders named therein as parties thereto (incorporated herein by reference to Exhibit 10.1 to Form 10-Q (File No.

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filed with the SEC on November 2, 2023).

Fourth Amendment to Amended and Restated Credit Agreement, dated as of June 6, 2024, among Dream Finders Homes, Inc., Bank of America, N.A., as administrative agent, collateral agent, and issuing ban, and the lenders named therein as parties there to (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K (File No.

Fourth Amendment to Amended and Restated Credit Agreement, dated as of June 6, 2024, among Dream Finders Homes, Inc., Bank of America, N.A., as administrative agent, collateral agent, and issuing bank, and the lenders named therein as parties there to (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K (File No.

001-39916) of Dream Finders Homes, Inc.

filed on June 11, 2024)

Seventh Amendment to Amended and Restated Credit Agreement, dated as of August 21, 2025, among Dream Finders Homes, Inc., Bank of America, N.A., as administrative agent, collateral agent, and issuing bank, and the lenders named therein as parties there to (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K (File No.

001-39916) of Dream Finders Homes, Inc.

filed on August 26, 2025)

Dream Finders Homes, Inc.

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Insider Trading Policy

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List of Subsidiaries of Dream Finders Homes, Inc.

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FORM 10-K SUMMARY

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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(Principal Financial and Accounting Officer)

Radford Lovett II Director February 25, 2025

Radford Lovett II

/s/ Justin W.

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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 9A. Controls and Procedures