5 unchanged sentences
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
+Added: Management recognizes that there are inherent limitations in the effectiveness of any internal control and effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation.
+Added: Additionally, 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 and procedures may deteriorate.
Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: 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 and procedures may deteriorate.
Based on our evaluation under the framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.
−Removed: The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLC, an independent registered public accounting firm, as stated in its report that appears in this Annual Report on Form 10-K.
+Added: The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report that appears in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
−Removed: There was no change in our internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f) that occurred during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: Crescent Homes
+Added: The Crescent Homes acquisition was completed on February 1, 2024, which is discussed in detail in Note 2, Acquisitions to the consolidated financial statements.
+Added: Our evaluation of the effectiveness of the Company’s internal control over financial reporting and of the design and operation of our disclosure controls and procedures did not encompass that of Crescent Homes.
+Added: This decision aligns with the general guidance from the SEC Staff, allowing the exclusion of an assessment of a recently acquired business from management’s scope for an internal controls audit for up to one year post-acquisition.
+Added: Crescent Homes contributed approximately 11% to our total revenues for the year ended December 31, 2024.
+Added: As of December 31, 2024, the total assets of the acquired business represented about 9% of total consolidated assets, mainly comprising inventory and goodwill.
+Added: As of February 1, 2025, internal controls over significant processes have been implemented at Crescent Homes, which the Company considers appropriate and necessary given the integration level.
+Added: Jet HomeLoans
+Added: The Company acquired the remaining equity interest in Jet HomeLoans on July 1, 2024, which is discussed in detail in Note 2, Acquisitions to the consolidated financial statements.
+Added: Our evaluation of the effectiveness of the Company’s internal control over financial reporting and of the design and operation of our disclosure controls and procedures did not encompass that of Jet HomeLoans.
+Added: This decision aligns with the general guidance from the SEC Staff, allowing the exclusion of an assessment of a recently acquired business from management’s scope for an internal controls audit for up to one year post-acquisition.
+Added: Jet HomeLoans contributed approximately 1% to our total revenues for the year ended December 31, 2024.
+Added: As of December 31, 2024, the total assets of the acquired business represented about 10% of total consolidated assets, mainly comprising mortgage loans held for sale.
+Added: Table Contents
+Added: With the completion of the Jet HomeLoans acquisition, the Company is in the process of implementing internal controls over significant processes at Jet HomeLoans, which the Company considers appropriate and necessary given the integration level.
+Added: As the integration progresses, the Company will continuously evaluate Jet HomeLoans’ internal controls and processes, further integrating them with those of the Company within a year of the acquisition.
+Added: There have been no changes in the internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting for the year ended December 31, 2024.
OTHER INFORMATION
4 unchanged sentences
Under a Rule 10b5-1 Trading Plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them.
−Removed: None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b6-1 trading arrangement during the three months ended December 31, 2023.
−Removed: On November 11, 2023, the Company adopted a new Rule 10b5-1 Trading Plan to replace its previous Rule 10b5-1 Trading Plan, which expired on November 6, 2023.
−Removed: The Company entered into the new Rule 10b5-1 plan to execute repurchases of its Class A common stock under its share buyback program.
−Removed: Under the Company’s Rule 10b5-1 Trading Plan, a broker will execute purchases pursuant to parameters and prices pre-established by the Company without further direction.
−Removed: The Company’s Rule 10b5-1 Trading Plan has a scheduled expiration date of May 5, 2024 and includes an aggregate amount of $25 million of Class A common stock.
+Added: Insider Adoption, Modification or Termination of Trading Arrangements
+Added: During the quarter ended December 31, 2024, neither the Company nor any director or officer of the Company adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as the terms are defined in Item 408(a) of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
+Added: Table Contents
Directors, Executive Officers and Corporate Governance
20 unchanged sentences
Such definitive proxy statement relates to a meeting of stockholders involving the election of directors and the portions thereof called for by Item 14 are incorporated herein by reference pursuant to Instruction G to Form 10-K.
+Added: Table Contents
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
11 unchanged sentences
The exhibits filed or furnished as part of this Annual Report on Form 10-K are listed in the Index to Exhibits, which Index includes the management contracts or compensatory plans or arrangements required to be filed as exhibits to this Annual Report on Form 10-K by Item 601(b)(10)(iii) of Regulation S-K and is incorporated in this Item by reference.
−Removed: Membership Interest Purchase Agreement, dated as of January 29, 2020, by and between Dream Finders Holdings LLC and H&H Constructors, Inc.
−Removed: (incorporated herein by reference to Exhibit 2.1 to the Registration Statement on Form S-1 (File No.
−Removed: 333-251612) of Dream Finders Homes, Inc.
−Removed: filed with the SEC on December 22, 2020).
−Removed: First Amendment to Membership Interest Purchase Agreement, dated as of March 17, 2020, by and between Dream Finders Holdings LLC and H&H Constructors, Inc.
−Removed: (incorporated herein by reference to Exhibit 2.2 to the Registration Statement on Form S-1 (File No.
−Removed: 333-251612) of Dream Finders Homes, Inc.
−Removed: filed with the SEC on December 22, 2020).
−Removed: Second Amendment to Membership Interest Purchase Agreement, dated as of April 30, 2020, by and between Dream Finders Holdings LLC and H&H Constructors, Inc.
−Removed: (incorporated herein by reference to Exhibit 2.3 to the Registration Statement on Form S-1 (File No.
−Removed: 333-251612) of Dream Finders Homes, Inc.
−Removed: filed with the SEC on December 22, 2020).
−Removed: Third Amendment to Membership Interest Purchase Agreement, dated as of June 30, 2020, by and between Dream Finders Holdings LLC and H&H Constructors, Inc.
−Removed: (incorporated herein by reference to Exhibit 2.4 to the Registration Statement on Form S-1 (File No.
−Removed: 333-251612) of Dream Finders Homes, Inc.
−Removed: filed with the SEC on December 22, 2020).
−Removed: Fourth Amendment to Membership Interest Purchase Agreement, dated as of August 18, 2020, by and between Dream Finders Holdings LLC and H&H Constructors, Inc.
−Removed: (incorporated herein by reference to Exhibit 2.5 to the Registration Statement on Form S-1 (File No.
−Removed: 333-251612) of Dream Finders Homes, Inc.
−Removed: filed with the SEC on December 22, 2020).
−Removed: Fifth Amendment to Membership Interest Purchase Agreement, dated as of August 31, 2020, by and between Dream Finders Holdings LLC and H&H Constructors, Inc.
−Removed: (incorporated herein by reference to Exhibit 2.6 to the Registration Statement on Form S-1 (File No.
−Removed: 333-251612) of Dream Finders Homes, Inc.
−Removed: filed with the SEC on December 22, 2020).
−Removed: Sixth Amendment to Membership Interest Purchase Agreement, dated as of September 18, 2020, by and between Dream Finders Holdings LLC and H&H Constructors, Inc.
−Removed: (incorporated herein by reference to Exhibit 2.7 to the Registration Statement on Form S-1 (File No.
−Removed: 333-251612) of Dream Finders Homes, Inc.
−Removed: filed with the SEC on December 22, 2020).
−Removed: Seventh Amendment to Membership Interest Purchase Agreement, dated as of September 22, 2020, by and between Dream Finders Holdings LLC and H&H Constructors, Inc.
−Removed: (incorporated herein by reference to Exhibit 2.8 to the Registration Statement on Form S-1 (File No.
−Removed: 333-251612) of Dream Finders Homes, Inc.
−Removed: filed with the SEC on December 22, 2020).
−Removed: Eighth Amendment to Membership Interest Purchase Agreement, dated as of October 2, 2020, by and between Dream Finders Holdings LLC and H&H Constructors, Inc.
−Removed: (incorporated herein by reference to Exhibit 2.9 to the Registration Statement on Form S-1 (File No.
−Removed: 333-251612) of Dream Finders Homes, Inc.
−Removed: filed with the SEC on December 22, 2020).
−Removed: Membership Interest Purchase Agreement, effective as of January 31, 2021, by and between Dream Finders Holdings LLC and Four Seventeen, LLC (incorporated herein by reference to Exhibit 2.11 to the Form 10-K of Dream Finders Homes, Inc.
−Removed: filed with the SEC on March 30, 2021).
−Removed: Purchase and Sale Agreement, dated as of June 17, 2021, among Dream Finders Holdings LLC, MHI Partnership, Ltd., MHI Models, Ltd., McGuyer Homebuilders, Inc., FMR IP, LLC, HomeCo Purchasing Company, Ltd., 2019 Sonoma, LLC, Frank B.
−Removed: McGuyer and McGuyer Interests, Ltd.
−Removed: (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No.
−Removed: 001-39916) of Dream Finders Homes, Inc.
−Removed: filed with the SEC on September 13, 2021).
−Removed: First Amendment to Purchase and Sale Agreement, dated as of August 31, 2021, among Dream Finders Holdings LLC, MHI Partnership, Ltd., MHI Models, Ltd., McGuyer Homebuilders, Inc., FMR IP, LLC, HomeCo Purchasing Company, Ltd., 2019 Sonoma, LLC, Frank B.
−Removed: McGuyer and McGuyer Interests, Ltd.
−Removed: (incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K (File No.
−Removed: 001-39916) of Dream Finders Homes, Inc.
−Removed: filed with the SEC on September 13, 2021).
−Removed: Second Amendment to Purchase and Sale Agreement, dated as of September 7, 2021, among Dream Finders Holdings LLC, DFH Coventry, LLC, MHI Partnership, Ltd., MHI Models, Ltd., McGuyer Homebuilders, Inc., FMR IP, LLC, HomeCo Purchasing Company, Ltd., 2019 Sonoma, LLC, Frank B.
−Removed: McGuyer and McGuyer Interests, Ltd.
−Removed: (incorporated herein by reference to Exhibit 2.3 to the Current Report on Form 8-K (File No.
−Removed: 001-39916) of Dream Finders Homes, Inc.
−Removed: filed with the SEC on September 13, 2021).
Amended and Restated Certificate of Incorporation of Dream Finders Homes, Inc.
21 unchanged sentences
filed with the SEC on June 8, 2022).
+Added: Table Contents
Second Amendment to Amended and Restated Credit Agreement, dated as of July 19, 2023, among Dream Finders Homes, Inc., Bank of America, N.A., as administrative agent, collateral agent and issuing bank, and the lenders named therein as parties thereto (incorporated herein by reference to Exhibit 10.1 to Form 10-Q (File No.
4 unchanged sentences
filed with the SEC on November 2, 2023).
+Added: Fourth Amendment to Amended and Restated Credit Agreement, dated as of June 6, 2024, among Dream Finders Homes, Inc., Bank of America, N.A., as administrative agent, collateral agent, and issuing ban, and the lenders named therein as parties there to (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K (File No.
+Added: 001-39916) of Dream Finders Homes, Inc.
+Added: filed on June 11, 2024)
Dream Finders Homes, Inc.
17 unchanged sentences
Amended and Restated Employment Agreement, effective as of November 1, 2023, by and between Dream Finders Homes, Inc.
−Removed: Anabel Fernandez (incorporated herein by reference to Exhibit 10.3 to Form 10-Q (File No.
−Removed: 001-39916) of Dream Finders Homes, Inc.
−Removed: filed with the SEC on November 2, 2023).
−Removed: Amended and Restated Employment Agreement, effective as of November 1, 2023, by and between Dream Finders Homes, Inc.
−Removed: and Douglas Moran (incorporated herein by reference to Exhibit 10.3 to Form 10-Q (File No.
+Added: Anabel Ramsay (incorporated herein by reference to Exhibit 10.3 to Form 10-Q (File No.
001-39916) of Dream Finders Homes, Inc.
14 unchanged sentences
Insider Trading Policy
+Added: Table Contents
List of Subsidiaries of Dream Finders Homes, Inc.
7 unchanged sentences
Dream Finders Homes, Inc.
−Removed: Compensation Recovery Policy
+Added: Compensation Recovery Policy (incorporated herein by reference to Exhibit 97.1 to Form 10-K (File No.
+Added: 001-39916) of Dream Finders Homes, Inc.
+Added: filed with the SEC on February 29, 2024).
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
10 unchanged sentences
FORM 10-K SUMMARY
+Added: Table Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
7 unchanged sentences
Zalupski (Principal Executive Officer)
−Removed: Anabel Fernandez Senior Vice President and Chief Financial Officer February 29, 2024
−Removed: Anabel Fernandez (Principal Financial and Accounting Officer)
+Added: Anabel Ramsay
+Added: Senior Vice President and Chief Financial Officer February 25, 2025
+Added: Anabel Ramsay
+Added: (Principal Financial and Accounting Officer)
Radford Lovett II Director February 25, 2025
Radford Lovett II
+Added: /s/ Justin W.
+Added: Udelhofen Director February 25, 2025
Parekh Director February 25, 2025
1 unchanged sentence
Sturm Director February 25, 2025
−Removed: /s/ Justin W.
−Removed: Udelhofen Director February 29, 2024
/s/ William W.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.