Dream Finders Homes, Inc. filed a Form 8-K on August 21, 2026, reporting that its Board of Directors approved amendments to the company's 2021 Equity Incentive Plan on August 20, 2026, including a revised compensation limit for certain non-employee directors and two administrative changes.

Key Highlights

  • Director compensation exception: The amended plan sets a $400,000 annual compensation limit for any non-employee director serving as Chairman, Co-Chairman, Lead Director, or in a similar role, as determined by the Board.
  • Majority shareholder approval: On August 20, 2026, the holder of a majority of voting power approved the Director Compensation Limit amendment by written consent in lieu of a meeting, under the Texas Business Organizations Code.
  • Effective date condition: The Director Compensation Limit amendment becomes effective at least 20 calendar days after the required Schedule 14C Information Statement is first mailed or furnished to shareholders.
  • Governing law change: The plan's governing law was changed from Delaware to Texas, effective upon Board approval on August 20, 2026.
  • Fair Market Value revision: The definition of "Fair Market Value" in the plan was modified to allow greater flexibility in the method used to determine the price of Class A Common Stock under the plan.
  • Schedule 14C to follow: The company disclosed it will file an information statement on Schedule 14C with the SEC and distribute it to shareholders notifying them of the Director Compensation Limit approval.

Board Approves Three Changes to Dream Finders Homes' 2021 Equity Incentive Plan

Dream Finders Homes, a residential homebuilder incorporated in Texas and headquartered in Jacksonville, Florida, disclosed on NYSE:DFH that its Board of Directors approved three distinct amendments to the 2021 Equity Incentive Plan on August 20, 2026. The plan governs equity and cash awards granted to the company's employees and non-employee directors.

The first amendment creates an exception to the existing cap on total compensation, which covers cash and the value of plan awards, for non-employee directors who hold specific leadership roles. According to the filing, the new $400,000 annual limit applies to any non-employee director serving as Chairman of the Board, Co-Chairman of the Board, Lead Director, or in a similar role as determined by the Board. This change required and received shareholder approval. The holder of a majority of the voting power of the company's outstanding shares of common stock acted by written consent in lieu of a meeting, as permitted under the Texas Business Organizations Code and the company's Bylaws and Certificate of Formation. The amendment will not take effect until at least 20 calendar days after the Schedule 14C Information Statement is first mailed or otherwise furnished to shareholders.

The two remaining changes, which the filing collectively calls the "Administrative Amendments," took effect immediately upon Board approval. These update the plan's governing law from Delaware to Texas and revise the definition of "Fair Market Value" to allow greater flexibility in determining the price of the company's Class A Common Stock for purposes of valuing plan awards. The filing notes that the summary of amendments "does not purport to be complete" and refers readers to the full amended plan text filed as Exhibit 10.1.

What Was Disclosed

Dream Finders Homes disclosed Board-approved amendments to its 2021 Equity Incentive Plan, covering a new $400,000 director compensation limit for certain leadership roles, a governing law change from Delaware to Texas, and a revised Fair Market Value definition, with shareholder approval already obtained for the compensation limit change.