Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Dream Finders Homes, Inc. and Subsidiaries
Index
Report of Independent Registered Public Accounting Firm ( PCAOB ID: 238 )
57
Consolidated Balance Sheets
59
Consolidated Statements of Operations
60
Consolidated Statements of Equity
61
Consolidated Statements of Cash Flows
62
Notes to Consolidated Financial Statements
64 - 89
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Dream Finders Homes, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Dream Finders Homes, Inc. 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).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. 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 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.
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Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. 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.
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 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
Jacksonville, Florida
February 23, 2026
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.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share and share amounts)
December 31,
2025 December 31,
2024
Assets
Cash and cash equivalents $ 234,766 $ 274,384
Restricted cash 49,624 65,441
Accounts receivable 39,120 34,126
Inventories 2,025,662 1,715,357
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
Goodwill 377,361 300,313
Total assets $ 3,727,484 $ 3,328,651
Liabilities
Accounts payable $ 126,130 $ 147,143
Accrued liabilities 321,457 281,465
Customer deposits 69,593 125,601
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
Contingent consideration — 68,030
Total liabilities 2,123,373 1,908,291
Commitments and contingencies (Note 7)
Mezzanine Equity
Redeemable preferred stock 148,500 148,500
Redeemable noncontrolling interests 29,539 21,451
Equity
Class A common stock, $ 0.01 per share; 289,000,000 authorized, 36,667,477 and 36,002,077 issued as of December 31, 2025 and 2024, respectively
367 360
Class B common stock, $ 0.01 per share; 61,000,000 authorized, 57,726,153 issued as of December 31, 2025 and 2024
577 577
Accumulated other comprehensive income
613 —
Additional paid-in capital 298,594 281,559
Retained earnings 1,173,950 970,253
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. stockholders’ equity 1,424,575 1,244,922
Noncontrolling interests 1,497 5,487
Total equity 1,426,072 1,250,409
Total liabilities, mezzanine equity and equity $ 3,727,484 $ 3,328,651
The accompanying notes are an integral part of these consolidated financial statements.
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DREAM FINDERS HOMES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share and share amounts)
Year Ended December 31,
2025 2024 2023
Revenues:
Homebuilding $ 4,145,347 $ 4,397,877 $ 3,738,888
Financial services 177,501 51,975 9,698
Total revenues 4,322,848 4,449,852 3,748,586
Homebuilding cost of sales 3,423,354 3,591,483 3,011,813
Financial services expense 144,727 30,437 6,006
Selling, general and administrative expense 485,213 395,100 302,789
Income from unconsolidated entities ( 417 ) ( 10,567 ) ( 18,075 )
Contingent consideration revaluation ( 9,820 ) 13,939 46,590
Other income, net ( 4,311 ) ( 8,394 ) ( 4,962 )
Income before taxes 284,102 437,854 404,425
Income tax expense ( 66,698 ) ( 97,272 ) ( 96,483 )
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
Earnings per share
Basic $ 2.19 $ 3.44 $ 3.03
Diluted $ 2.14 $ 3.34 $ 2.79
Weighted-average number of shares
Basic 93,106,397 93,507,905 93,066,564
Diluted 101,296,630 100,297,139 106,027,548
The accompanying notes are an integral part of these consolidated financial statements.
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DREAM FINDERS HOMES, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share amounts)
Dream Finders Homes, Inc. Stockholders' Equity
Class A
Common Stock Class B
Common Stock Accumulated Other Comprehensive Income Additional
Paid-in
Capital Retained
Earnings Treasury Stock
Noncontrolling
Interests Total Equity Redeemable Preferred
Stock Redeemable Noncontrolling Interests
Shares Outstanding Amount Shares Outstanding Amount Shares Amount
Balance as of December 31, 2022 32,533,883 $ 325 60,226,153 $ 602 — $ 264,757 $ 365,994 $ — $ 12,970 $ 644,648 157,143 $ 156,045 $ —
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 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 $ —
Stock-based compensation — — — — — 18,788 — — — 18,788 — — —
Vesting of stock-based compensation 952,669 9 — — — ( 9 ) — — — — — — —
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 ) — — —
Preferred stock dividends declared — — — — — — ( 13,500 ) — — ( 13,500 ) — — —
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
Stock-based compensation — — — — — 24,924 — — — 24,924 — — —
Vesting of stock-based compensation 982,856 10 — — — ( 10 ) — — — — — — —
Withholding of common stock for taxes ( 317,456 ) ( 3 ) — — — ( 7,879 ) — — — ( 7,882 ) — — —
Repurchases of common stock ( 1,832,865 ) — — — — — — ( 41,699 ) — ( 41,699 ) — — —
Distributions — — — — — — — — ( 4,197 ) ( 4,197 ) — — —
Preferred stock dividends declared — — — — — — ( 13,500 ) — — ( 13,500 ) — — —
Noncontrolling interest issued in business combination — — — — — — — — — — — — 8,088
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.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2025 2024 2023
Cash flows from 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
Amortization of lease right-of-use assets 14,083 6,988 7,245
Stock-based compensation 24,924 18,788 14,098
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
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
Inventories ( 210,198 ) ( 149,506 ) ( 64,923 )
Lot deposits ( 80,487 ) ( 209,486 ) 30,051
Other assets ( 21,525 ) ( 28,073 ) ( 3,444 )
Mortgage loans held for sale 98,304 ( 188,662 ) —
Accounts payable and accrued liabilities ( 115,147 ) ( 23,057 ) 19,204
Customer deposits ( 56,661 ) ( 55,777 ) 26,921
Net cash (used in) provided by operating activities ( 100,574 ) ( 256,648 ) 374,234
Cash flows from investing activities
Purchase of property and equipment ( 25,792 ) ( 25,345 ) ( 4,781 )
Proceeds from disposals of property and equipment 74 32 367
Investments in unconsolidated entities ( 16,937 ) ( 8,117 ) ( 300 )
Return of investments from unconsolidated entities 691 884 230
Payments for acquisitions, net of cash acquired ( 184,460 ) ( 178,123 ) —
Deposits on pending acquisitions — ( 11,003 ) —
Purchase of investment securities
( 11,939 ) — —
Proceeds from sales and maturities of investment securities
12,518 — —
Net cash used in investing activities ( 225,845 ) ( 221,672 ) ( 4,484 )
Cash flows from financing activities
Proceeds from senior unsecured notes 300,000 — 300,000
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 —
Repayments on mortgage warehouse facilities ( 299,317 ) ( 1,092,063 ) —
Payments of debt issuance costs ( 11,328 ) ( 7,343 ) ( 11,385 )
Proceeds from borrowings related to consolidated inventory not owned
62,656 — —
Redemption of Series B preferred units — — ( 11,077 )
Payments of preferred stock dividends ( 13,500 ) ( 13,500 ) ( 13,238 )
Payments for common stock withheld for taxes ( 7,882 ) ( 12,464 ) ( 322 )
Repurchases of common stock ( 41,699 ) ( 7,827 ) —
Distributions to noncontrolling interests ( 4,197 ) ( 12,820 ) ( 11,946 )
Payments of contingent consideration ( 37,196 ) ( 27,832 ) ( 32,592 )
Net cash provided by (used in) financing activities 270,984 269,689 ( 216,424 )
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
Cash, cash equivalents and restricted cash at end of period $ 284,390 $ 339,825 $ 548,456
The accompanying notes are an integral part of these consolidated financial statements.
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DREAM FINDERS HOMES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In thousands)
Year Ended December 31,
2025 2024 2023
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents $ 234,766 $ 274,384 $ 494,145
Restricted cash 49,624 65,441 54,311
Total cash, cash equivalents and restricted cash $ 284,390 $ 339,825 $ 548,456
Supplemental disclosures of cash payments:
Cash paid for interest $ 283,047 $ 199,183 $ 80,111
Cash paid for income taxes, net of refunds (1)
120,737 127,547 81,320
Supplemental disclosures of noncash activities:
Noncash investing activities
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Business and Significant Accounting Policies
Nature of Business
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 (“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.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period.
Reclassifications
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
Cash and cash equivalents consist of highly liquid instruments, with original maturities of three months or less. Cash and cash equivalents include cash proceeds from home closings in-transit from or held by third-party title company escrow accounts for the benefit of the Company, typically for less than five days.
At various times throughout the year, the Company may have cash deposited with financial institutions that exceed the federally insured deposit amount. The Company has entered into insured cash sweep account agreements that protect material deposit balances with certain financial institutions. In addition, management reviews the financial viability of these financial institutions on a periodic basis and does not anticipate that any potential nonperformance by the financial institutions would have a material impact on the Company’s results of operations or cash flows.
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Restricted Cash
Restricted cash represents funds held in accounts that are restricted for specific purposes, primarily related to escrow monies held in title companies.
Inventories and Homebuilding Cost of Sales
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. Homebuilding cost of sales for homes closed includes the specific construction costs of each home and all applicable land acquisition, land development and related costs allocated to each residential lot, as well as interest and sales commissions.
The costs of residential lots are transferred to construction in process when home construction begins and are either expensed on a specific identification basis when the home is delivered or are expensed over time, depending on the applicable revenue recognition scenario. Refer to “— Homebuilding Revenue Recognition” for more information.
Inventories are carried at the lower of accumulated cost or net realizable value. 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. 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
Lot deposits represent amounts paid by the Company to secure the ability to acquire finished lots or land for development through an option contract. The contracts provide for a due diligence period, during which the deposit is refundable. 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 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 .
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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 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. The fair value of mortgage loans held for sale is determined by forward sale commitments with investors that are entered into simultaneously when the loan is locked with the borrower. 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 Operations.
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.
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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
The Company holds investments in certain limited liability companies and similar entities that conduct land acquisition, land development and/or other homebuilding activities in various markets where its homebuilding operations are located, which are considered variable interests. 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 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. To make this determination, management considers factors such as whether the Company could direct finance, determine or limit the scope of the entity, sell or transfer property, direct development or direct other operating decisions. The primary beneficiary is defined as the entity having both of the following characteristics: (1) the power to direct the activities that most significantly impact the VIE’s performance, and (2) the obligation to absorb losses and rights to receive the returns from the VIE that would be potentially significant to the VIE. Management consolidates the entity if the Company is the primary beneficiary or if a standalone primary beneficiary does not exist and the Company and its related parties collectively meet the definition of a primary beneficiary. If the investment does not qualify as a VIE under the variable interest model, management then evaluates the entity under the voting interest model to assess if consolidation is appropriate.
Investments for which the Company is not identified as the primary beneficiary, but the Company has significant influence, are accounted for under the equity method. Investments for which the Company does not have significant or any influence are recorded at cost. Equity method investments and investments recorded at cost are classified as investments in unconsolidated entities on the Consolidated Balance Sheets. 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. The Company evaluates its investments in unconsolidated entities for impairment when indicators suggest that the carrying value of the investment is impaired for more than a temporary period.
For distributions received from its investments, the Company has elected to use the cumulative earnings approach for the Consolidated Statements of Cash Flows. 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 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. The Company concluded that it is not the primary beneficiary of the land bank entities with which it enters into lot option contracts and therefore the Company does not consolidate any of these entities. 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.
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.
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Goodwill
Goodwill represents the excess of purchase price over the fair value of the assets acquired less the liabilities assumed in a business combination. Refer to Note 2, Acquisitions, for details on recent acquisitions. The Company tests for impairment at least annually as of October 1, but the Company tests for impairment more frequently if a triggering event occurs. This test assesses qualitative factors to determine if it is more likely than not that the fair value of the reporting units is less than their carrying value. These qualitative factors include, but are not limited to, economic conditions, industry and market considerations, cost factors, overall performance of the reporting unit and other entity and reporting unit specific events. If the qualitative assessment indicates a stable fair value, no further testing is required. However, if the qualitative assessment indicates that the fair value of a reporting unit has declined past its carrying value, the Company will then calculate the fair value of the reporting unit based on discounted future cash flows. An impairment loss is recorded if this assessment concludes that the fair value of the reporting unit is less than its measurement date carrying value. The Company completed its most recent goodwill impairment test as of October 1, 2025 and determined that the fair value of each of the reporting units was not less than carrying value. No goodwill impairment was recognized during the years ended December 31, 2025, 2024 or 2023 .
Property and Equipment
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 Operations.
Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows:
Asset Class Useful Life Years
Furniture and fixtures 2 - 7
Office equipment and software 1 - 4
Aircraft and other vehicles 5
Buildings 39
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.
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 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.
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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 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.
At the time a home is sold, the Company records an estimate of warranty expense based on historical warranty costs and the most likely current cost of corrective action. An analysis of the warranty reserve is performed quarterly to ensure adequacy of the reserve. 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 reserves are classified on the Consolidated Balance Sheets within accrued liabilities. Refer to Note 6 , Warranty Reserves for additional information.
Debt Issuance Costs
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 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, 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 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 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. In the event of contract cancellation, the customer deposit is contractually forfeited and recognized as homebuilding revenue. Sales incentives in the form of price concessions on the selling price of a home are recorded as a reduction of revenues. The cost of sales incentives in the form of free or discounted products or services provided to homebuyers, including option upgrades, are reflected in homebuilding cost of sales because such incentives are identified in home sale contracts with homebuyers as an intrinsic part of the Company’s single performance obligation to deliver and transfer title to the home for the transaction price stated in the contracts.
In certain contracts, the customer controls the underlying land upon which the home is constructed. For these specific contracts, the performance obligation is satisfied over time, as the Company’s performance creates or enhances an asset that the customer controls. The Company recognizes revenue for these contracts based on the percentage of completion of the project, determined by the number of days of construction completed compared to the total estimated number of days to construct the home. Typically, the Company has two types of percentage of completion contracts. The first type is with individual customers for which the Company acts as a general contractor on land owned by the homebuyer. The second is with institutional buyers for which the Company acts as a general contractor on land owned by the institution. Individual customers generally have construction-to-permanent loans that are taken out by the customer. During the underwriting process for individual and institutional customers, a draw schedule is agreed upon by the bank, the customer, and the Company. Funds are disbursed for labor and materials that have been completed or installed. These both result in a contract asset as work is being completed prior to receiving funds. A contract liability would be recorded in cases where funds are received in excess of costs incurred. 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, 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.
Stock-Based Compensation
The Company records expense for restricted stock granted to employees in return for employee service. 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 Operations.
Income Taxes
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. The Company computes deferred income tax balances based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. 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 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 Operations.
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Recent Accounting Pronouncements
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. Annual disclosure requirements under ASU 2024-03 will become effective for the fiscal year ending December 31, 2027, and interim disclosure requirements will become effective beginning in the first quarter of 2028. The Company is currently evaluating the adoption of ASU 2024-03 on its consolidated financial statements.
In December 2023, the FASB issued ASU Number 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires more disaggregated income tax disclosures, including additional information in the rate reconciliation and additional disclosures about income taxes paid. 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.
2. Acquisitions
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.
Homebuilding
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.
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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. 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.
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
Acquired
Value
Inventories $ 75,387
Lot deposits
6,464
Other assets 2,572
Accounts payable ( 7,018 )
Accrued liabilities
( 1,811 )
Customer deposits ( 385 )
Acquired net assets
75,209
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.
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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 three acquisitions discussed above had occurred on January 1, 2024 (in thousands):
Year Ended
December 31,
Unaudited Pro Forma (1)
2025 2024
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
On February 1, 2024, the Company acquired certain assets and assumed certain liabilities, comprising the majority of the homebuilding business of Crescent Ventures, LLC (“Crescent Homes” or “Crescent”) through wholly-owned DFH subsidiaries, Dream Finders Holdings LLC, and DFH Crescent, LLC (“DFH Crescent”). This acquisition allowed the Company to expand into the markets of Charleston and Greenville, South Carolina, and Nashville, Tennessee. The cash consideration for the Crescent acquisition was $ 210.4 million.
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.
The acquisition was accounted for as a business combination under ASC Topic 805. 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.
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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
Fair value of the redeemable noncontrolling interest as of the acquisition date 21,451
Total consideration $ 231,900
Acquired
Value
Inventories $ 122,053
Other assets 2,245
Accounts payable ( 9,543 )
Customer deposits
( 8,804 )
Accrued liabilities ( 2,157 )
Acquired net assets $ 103,794
Goodwill 128,106
Total purchase price $ 231,900
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.
3. Debt
The outstanding debt obligations included the following as of December 31, 2025 and 2024 (in thousands):
As of
December 31, 2025 As of
December 31, 2024
Revolving credit facility
$ 798,000 $ 700,000
6.875 % senior unsecured notes, due September 2030
294,758 —
8.250 % senior unsecured notes, due August 2028
296,302 295,049
Mortgage warehouse facilities
192,837 289,617
Other borrowings
24,296 1,386
Total debt
$ 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.
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Senior Unsecured Notes
The Company had the following senior unsecured notes (collectively, the “Senior Notes”) outstanding as of December 31, 2025:
2030 Notes
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. 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.
2028 Notes
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
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 Credit Agreement includes an accordion feature that allows the aggregate commitments to increase to up to $ 2.0 billion, subject to the borrowing base.
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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) $ 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; 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
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
Facility
As of
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)
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) 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.
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4. Inventories
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. CIP includes the cost of finished lots and all direct costs incurred to build homes. 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 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) :
As of
December 31,
2025 2024
Construction in process and finished homes $ 1,563,922 $ 1,456,053
Finished lots (1)
268,849 164,736
Pre-acquisition land costs
192,891 94,568
Inventories $ 2,025,662 $ 1,715,357
(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,
2025 2024 2023
Capitalized interest as of beginning of the period $ 37,723 $ 27,311 $ 27,682
Interest incurred 117,699 104,447 77,278
Interest expensed ( 225 ) — —
Interest charged to homebuilding cost of sales ( 99,533 ) ( 94,035 ) ( 77,649 )
Capitalized interest as of end of the period $ 55,664 $ 37,723 $ 27,311
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5. Property and Equipment
Property and equipment, net consisted of the following as of December 31, 2025 and 2024 (in thousands):
As of
December 31,
2025 2024
Furniture and fixtures $ 40,681 $ 32,232
Aircraft and other vehicles (1)
14,758 14,075
Office equipment and software 10,954 3,373
Buildings and land 13,989 13,989
Total property and equipment 80,382 63,669
Less: Accumulated depreciation ( 25,705 ) ( 23,980 )
Property and equipment, net $ 54,677 $ 39,689
(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.
6. Warranty Reserves
The table below presents the activity related to warranty reserves for the years ended December 31, 2025 and 2024 (in thousands):
Year Ended
December 31,
2025 2024
Warranty reserves as of beginning of the period
$ 27,638 $ 20,620
Additions to reserves from home closings
10,002 10,486
Warranty expenditures
( 6,156 ) ( 6,818 )
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.
7. Commitments and Contingencies
Legal Proceedings
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 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.
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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.
Leases
The Company determines if an arrangement is, or contains, a lease at inception. 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 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. In the absence of an explicit rate, the Company uses its incremental borrowing rate to determine the present value. Lease expense for operating leases is recognized on a straight-line basis. The practical expedient is applied to combine lease and non-lease components. Variable lease costs are expensed as incurred. 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 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. 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, 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
Leases
2026 $ 12,508
2027 7,046
2028 3,700
2029 2,454
2030 1,735
Thereafter 3,427
Total lease payments 30,870
Less: Interest ( 3,367 )
Present value of lease liabilities $ 27,503
Surety Bonds and Letters of Credit
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, 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.
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8. Income Taxes
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, 2025, 2024 and 2023, consisted of the following (in thousands):
Year Ended December 31,
2025 2024 2023
Current:
Federal $ 15,975 $ 32,870 $ 101,093
State 15,228 18,236 17,734
Total current 31,203 51,106 118,827
Deferred:
Federal 34,914 47,283 ( 19,471 )
State 581 ( 1,117 ) ( 2,873 )
Total deferred 35,495 46,166 ( 22,344 )
Total income tax expense $ 66,698 $ 97,272 $ 96,483
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
$ 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
Tax credits:
45L energy-efficiency ( 11,220 ) ( 3.9 ) ( 11,830 ) ( 2.7 ) ( 3,158 ) ( 0.8 )
Other
( 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
Other
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.
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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):
As of
December 31,
2025 2024
Deferred tax assets:
Contingent consideration $ 16,456 $ 18,793
Inventories
13,074 4,228
Incentive compensation plans
8,805 10,335
Lease liabilities 6,508 4,311
Warranty reserves
2,969 3,401
Other 1,130 4,050
Total deferred tax asset 48,942 45,118
Deferred tax liabilities:
Intangibles
( 11,604 ) ( 5,709 )
Fixed assets
( 9,132 ) ( 4,318 )
Right-of-use assets ( 6,246 ) ( 3,945 )
Other ( 3,683 ) ( 1,835 )
Total deferred tax liabilities ( 30,665 ) ( 15,807 )
Net deferred tax asset $ 18,277 $ 29,311
Management believes that the Company will have sufficient future taxable income to make it more likely than not that the net deferred tax assets will be realized.
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
State (1)
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.
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9. Segment Reporting
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; custom homes operations in northeast Florida)
• Mid-Atlantic (DC Metro; Nashville, Tennessee; Charlotte, Fayetteville, Raleigh and Wilmington, North Carolina; Charleston, Myrtle Beach, and Greenville, South Carolina)
• Midwest (Austin, Dallas, Houston and San Antonio, Texas; 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. The Company’s CODM primarily evaluate performance of the homebuilding segments based on the number of homes sold and closed, average sales price, and gross margin. For the Financial Services segment, mortgage banking is assessed based on funded loan volume and profitability, as well as capture rate. Segment profitability, a component of performance, is primarily measured by income before taxes. 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.
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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)
Consolidated
2025
Total revenues $ 1,389,898 $ 1,062,354 $ 1,693,095 $ 177,501 $ — $ — $ 4,322,848
Homebuilding cost of sales 1,130,718 867,575 1,425,061 — — — 3,423,354
Financial services expense (4)
— — — 144,727 — — 144,727
Selling, general and administrative expense 166,331 128,432 188,865 — 1,585 — 485,213
Contingent consideration revaluation — — ( 9,820 ) — — — ( 9,820 )
Other segment (income) expense, net (5)
( 328 ) 6,944 ( 6 ) ( 2,249 ) ( 9,089 ) — ( 4,728 )
Income before taxes $ 93,177 $ 59,403 $ 88,995 $ 35,023 $ 7,504 $ — $ 284,102
2024
Total revenues $ 1,386,875 $ 1,163,000 $ 1,848,002 $ 79,319 $ — $ ( 27,344 ) $ 4,449,852
Homebuilding cost of sales 1,122,074 935,372 1,534,037 — — — 3,591,483
Financial services expense (4)
— — — 44,736 — ( 14,299 ) 30,437
Selling, general and administrative expense 133,538 104,747 156,263 — 552 — 395,100
Contingent consideration revaluation — 922 13,017 — — — 13,939
Other segment expense (income), net (5)
487 374 ( 2,737 ) ( 1,943 ) ( 7,315 ) ( 7,827 ) ( 18,961 )
Income before taxes $ 130,776 $ 121,585 $ 147,422 $ 36,526 $ 6,763 $ ( 5,218 ) $ 437,854
2023
Total revenues $ 1,521,414 $ 633,131 $ 1,584,343 $ 48,878 $ — $ ( 39,180 ) $ 3,748,586
Homebuilding cost of sales 1,234,014 519,574 1,258,225 — — — 3,011,813
Financial services expense (4)
— — — 25,073 — ( 19,067 ) 6,006
Selling, general and administrative expense 109,256 59,247 133,480 — 806 — 302,789
Contingent consideration revaluation 432 2,901 43,257 — — — 46,590
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) 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. Refer to Note 2, Acquisitions for more information.
(4) Financial services expense primarily consists of salaries, commissions and benefits.
(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.
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The following table summarizes total assets and goodwill by segment as of December 31, 2025, and 2024 (in thousands):
Assets: Goodwill:
As of December 31, As of December 31,
2025 2024 2025 2024
Southeast (1)
$ 1,010,715 $ 793,998 $ 68,467 $ 14,003
Mid-Atlantic 904,598 730,843 144,959 144,959
Midwest 1,086,398 1,024,992 141,071 141,071
Financial Services (2)
347,791 386,326 22,864 280
Corporate (3)
377,982 392,492 — —
Consolidated $ 3,727,484 $ 3,328,651 $ 377,361 $ 300,313
(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.
10. Title Insurance
Regulation
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.
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11. 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. 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. Level 2 inputs are inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly. 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, 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 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. 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.
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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,
2025 2024
Hierarchy Carrying
Value Fair
Value Carrying
Value Fair
Value
Assets:
Mortgage loans held for sale Level 2 $ 205,089 $ 205,089 $ 303,393 $ 303,393
IRLC
Level 3 1,449 1,449 487 487
AFS debt securities
Level 2
30,704 30,704 — —
Liabilities:
MBS
Level 2
128 128 — —
Senior unsecured notes, net Level 2 591,060 610,944 295,049 312,876
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)
( 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:
As of
December 31, 2025
Amortized cost
Fair value
Years to maturity:
Due in one year or less
$ 1,080 $ 1,166
Due after one year through five years
8,314 8,461
Due after five years through ten years
8,240 8,402
Due after ten years
9,711 9,908
Asset-backed securities
2,746 2,767
Total AFS debt securities $ 30,091 $ 30,704
AFS corporate bonds
$ 16,384 $ 16,775
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12. Related Party Transactions
The Company generally enters into related party transactions to secure finished lots for the construction of new homes.
DF Capital Funds
DF Capital Management, LLC (“DF Capital”) organizes real estate investment funds to acquire land and develop and sell finished lots. DF Capital is the investment manager of the funds. The Company owns a 49.0 % membership interest in DF Capital and periodically enters into land bank arrangements with DF Capital. DF Capital and its funds are controlled by unaffiliated parties and the Company is not the primary beneficiary of DF Capital and its funds. The Company holds limited partnership interests in certain of the funds as well as indirect ownership through membership interests in the general partners of the respective funds. From time to time, executive officers and directors may invest as limited partners in the funds as well. 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. 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.
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, 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 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.
13. Equity
Series B Preferred Units
On August 31, 2023, the Company redeemed the 7,143 previously outstanding Series B preferred units. The Company made an aggregate cash payment to the Series B holders of $ 11.1 million, which included $ 7.1 million in principal plus cumulative undistributed earnings, less a negotiated discount on that date. Following the redemption, no Series B preferred units remain outstanding.
Share Buyback Program
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.
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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. The Company accounts for share repurchases of Class A common stock as treasury stock. Treasury stock is recorded as a reduction of stockholders’ equity based on the amount paid to repurchase shares, including associated costs. Treasury stock is not considered outstanding.
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
On September 29, 2021, the Company filed a Certificate of Designations with the State of Delaware establishing 150,000 shares of Series A redeemable preferred stock with an initial liquidation preference of $ 1,000 per share and a par value $ 0.01 per share (the “redeemable preferred stock”) and sold 150,000 shares of redeemable preferred stock for an aggregate purchase price of $ 150.0 million. The redeemable preferred stock is non-voting and accumulates cumulative dividends at a rate per annum equal to 9 % payable quarterly in arrears. Upon a liquidation, dissolution or winding up of the Company, each share of redeemable preferred stock will be entitled to receive the initial liquidation preference of $ 1,000 per share, subject to adjustment, plus all accrued and unpaid dividends thereon.
The redeemable preferred stock is perpetual with call and conversion rights. 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 at a price, in cash, equal to the liquidation preference, subject to adjustment, plus all accumulated and unpaid dividends.
14. Stock-Based Compensation
The Company is authorized to grant up to an aggregate of 9.1 million of Class A common stock under the 2021 Equity Incentive Plan (the “2021 Plan”), which is administered by the Compensation Committee of the Board of Directors. The Company grants restricted stock to certain executives, directors and members of management, primarily as incentive awards. 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.
Expense, net of forfeitures related to stock-based compensation under the 2021 Plan was $ 24.9 million, $ 18.8 million and $ 14.1 million for the years ended December 31, 2025 , 2024 and 2023, respectively.
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. As of December 31, 2025, t he unrecognized stock-based compensation will be recognized over a weighted-average period o f 2 years.
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The unvested restricted stock units as of December 31, 2025 and changes during the three years then ended are presented below:
Shares Weighted-Average
Grant Date
Fair Value
Balance as of December 31, 2022 892,556 $ 20.29
Granted 1,874,176 12.59
Forfeited ( 59,958 ) 13.50
Vested ( 347,524 ) 21.22
Balance as of December 31, 2023 2,359,250 $ 14.21
Granted 878,634 38.65
Forfeited ( 91,786 ) 24.11
Vested ( 952,669 ) 15.80
Balance as of December 31, 2024 2,193,429 $ 22.89
Granted 980,755 24.36
Forfeited ( 240,180 ) 24.55
Vested ( 982,856 ) 20.75
Balance as of December 31, 2025 1,951,148 $ 24.51
15. Earnings Per Share
The following weighted-average shares and share equivalents were used to calculate basic and diluted earnings per share (“EPS”) for the years ended December 31, 2025 , 2024 and 2023 (in thousands, except share amounts):
Year Ended December 31,
2025 2024 2023
Numerator
Net income attributable to Dream Finders Homes, Inc. $ 217,197 $ 335,341 $ 295,900
Less: Preferred dividends, net
13,500 13,500 13,482
Net income available to common stockholders (1)
$ 203,697 $ 321,841 $ 282,418
Denominator
Weighted-average number of common shares outstanding - basic 93,106,397 93,507,905 93,066,564
Add: Common stock equivalent shares (2)
8,190,233 6,789,234 12,960,984
Weighted-average number of shares outstanding - diluted 101,296,630 100,297,139 106,027,548
(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 0.7 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.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.