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Beazer Homes USA, Inc. (BZH) entered into supplemental indentures with Regions Bank, as trustee, for its 8.000% Senior Notes due 2032 and 7.500% Senior Notes due 2031, after receiving requisite consents from noteholders through a consent solicitation run by Dream Finders Homes, Inc.
The amendments change the definition of “Change of Control” so that the planned merger between Beazer and Dream Finders will not constitute a Change of Control under these note indentures. The supplemental indentures are effective, but the amendments will become operative only when consent fees are paid, which is expected to occur substantially concurrently with consummation of the merger.
Beazer Homes USA, Inc. (BZH) has called a special virtual stockholder meeting on October 15, 2026 to vote on a proposed all-cash acquisition by Dream Finders Homes, Inc. Under the Merger Agreement, Bulldogs Merger Sub, a DFH subsidiary, will merge into Beazer, which will become a wholly owned DFH subsidiary.
At closing, each share of Beazer common stock will be converted into the right to receive $33.50 in cash, without interest and subject to withholding taxes, except for treasury and certain affiliated shares and any shares whose holders properly exercise appraisal rights under Delaware law. Beazer’s board unanimously determined the merger is fair and in stockholders’ best interests and recommends voting FOR the merger, the advisory compensation vote, and the adjournment proposal.
Approval requires a majority of the 26,679,623 shares outstanding as of September 14, 2026; failure to vote has the same effect as voting against the merger. Directors and executive officers hold about 8.5% of shares and are expected to support the deal, and DFH has agreed to vote its roughly 3.5% stake in favor. DFH has financing commitments and no financing condition to close. If the merger is not completed, Beazer will remain an independent, NYSE-listed company, and in certain circumstances Beazer may owe DFH a $31.3 million termination fee.
Beazer Homes USA, Inc. (BZH) has agreed to be acquired by Dream Finders Homes, Inc. for an all-cash price of $33.50 per share under an Agreement and Plan of Merger dated August 6, 2026. A special virtual meeting in 2026 will ask stockholders to adopt the Merger Agreement, approve a non-binding advisory vote on change-in-control compensation, and approve potential adjournments.
If approved and completed, a DFH subsidiary will merge into Beazer, which will become a wholly owned DFH subsidiary, its common stock will be delisted from the NYSE and deregistered, and stockholders will receive cash for their shares (subject to tax and limited appraisal rights under Delaware law). The board unanimously recommends voting FOR all proposals, and DFH has entered into a voting and support agreement covering its existing Beazer holdings. The merger is subject to stockholder approval, antitrust clearance under the HSR Act, and customary closing conditions; there is no financing condition, and under specified circumstances Beazer may owe DFH a $31.3 million termination fee.
Beazer Homes USA Inc. has a significant shareholder, Donald Smith & Co., Inc., which reports beneficial ownership of 2,814,181 common shares of the company, representing 10.30% of the outstanding common stock. The firm is a Delaware corporation acting as an investment adviser.
Donald Smith & Co., Inc. and related parties report sole voting power over 2,726,0 0 0+ shares across accounts, including 2,686,648 for Donald Smith & Co., Inc. itself and additional smaller holdings for DSCO Value Fund, L.P., Jon Hartsel, John Piermont, and Kamal Shah. They also report sole dispositive power over 2,814,181 shares, with no shared voting or dispositive power. The economic benefits of dividends and sale proceeds are allocated to underlying institutional and other clients, none of which individually owns more than five percent of Beazer’s common stock.
Beazer Homes USA reported weaker results for the quarter and nine months ended June 30, 2026. Q3 revenue was $516.3 million versus $545.4 million a year earlier, and the company posted a net loss of $4.2 million compared with a $0.3 million loss. Year‑to‑date, revenue was $1.29 billion versus $1.58 billion, with a net loss of $37.7 million versus prior‑year profit of $15.6 million.
Homebuilding gross margin was 13.6% in Q3 (16.9% excluding impairments, abandonments and interest) versus 13.5% (18.4% on the same adjusted basis). Operating cash flow was negative $375.7 million, largely from inventory growth to $2.37 billion. Total debt rose to $1.41 billion, including a new $400 million 8.000% 2032 note and $340 million drawn on the expanded credit facility, while cash and equivalents fell to $124.6 million.
The company continued its share repurchase program, buying 2.9 million shares year‑to‑date for $66.2 million, with $21.3 million remaining under the authorization. Operationally, net new orders rose to 900, ASP for closings increased to $547.8 thousand, and active communities reached 170. After quarter‑end, Beazer agreed to be acquired by Dream Finders Homes in an all‑cash merger at $33.50 per share, which, if completed, will make Beazer a wholly owned subsidiary and end its public listing.
Beazer Homes USA, Inc. agreed to be acquired by Dream Finders Homes, Inc. in an all-cash merger under which each outstanding Beazer common share will be converted into $33.50 in cash, valuing the transaction at approximately $2.2 billion. Beazer will survive as a wholly owned subsidiary of Dream Finders and, after closing, its shares will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
Closing is targeted for the fourth quarter of 2026 and is conditioned on majority stockholder approval, antitrust clearance under the HSR Act, absence of legal restraints, accuracy of representations, compliance with covenants, and no Company Material Adverse Effect; the buyer’s obligations are not subject to a financing condition. The agreement includes a $31.3 million termination fee payable by Beazer in specified competing-bid and recommendation-change scenarios, customary no-shop and fiduciary-out provisions, and mutual specific-performance rights. A concurrent bylaw amendment designates Delaware courts as the exclusive forum for most internal corporate claims and U.S. federal courts for Securities Act claims. Dream Finders expects over $100 million in annual run-rate cost synergies and double-digit EPS accretion in the first year post-closing.
Beazer Homes USA, Inc. agreed to be acquired by Dream Finders Homes, Inc. for $33.50 per share in cash, valuing the company at approximately $2.2 billion. The merger is governed by a definitive agreement and remains subject to stockholder approval, regulatory review and other customary closing conditions. Beazer withdrew its financial outlook and cancelled its scheduled earnings call in light of the pending deal.
For fiscal third quarter 2026, Beazer reported a net loss of $4.2 million, or $0.16 per share, compared with a $0.3 million loss a year earlier. Homebuilding revenue was $490.9 million, down 8.3% as closings fell 13.4% to 896 homes, partly offset by a 5.9% increase in average selling price. Adjusted EBITDA declined to $15.6 million from $32.1 million, and LTM Adjusted EBITDA was $70.7 million. Available liquidity totaled $263.8 million, including $124.6 million of cash, and total debt to capitalization was 55.1%.
Beazer Homes USA Inc. executive Michael Anthony Dunn, Senior Vice President, General Counsel and Corporate Secretary, reported a tax-related share withholding. On 2026-08-01, 328 shares of Common Stock were withheld at $32.10 per share upon vesting of restricted stock to satisfy tax withholding obligations, leaving 22,557 shares owned directly. The transaction was reported as a tax-withholding disposition (code F) and was not indicated as being under a Rule 10b5-1 trading plan.
Beazer Homes USA, Inc. completed a private offering of $400 million aggregate principal amount of 8.000% Senior Unsecured Notes due 2032. The company plans to use the net proceeds to redeem its $357.3 million outstanding 5.875% Senior Notes due 2027 and pay related fees, with any remaining funds for general corporate purposes.
The new notes pay cash interest semi-annually on January 15 and July 15, beginning January 15, 2027, and mature on January 15, 2032. They are senior unsecured obligations, guaranteed on a senior unsecured basis by certain subsidiaries, and issued under an Indenture that includes typical covenants limiting additional debt, liens, dividends, and certain transactions. The Indenture provides change-of-control repurchase rights at 101% of principal and various redemption options, including an equity-funded redemption up to 35% of the notes at 108.000% of principal before July 15, 2028.
Donald Smith & Co., Inc. reports beneficial ownership of 2,986,562 shares of Beazer Homes USA Inc. common stock, representing 10.44% of the class on the Schedule 13G filing. The filing lists sole voting power of 2,857,648 shares and sole dispositive power of 2,942,348 shares attributed to Donald Smith & Co., Inc., with additional smaller direct holdings shown for DSCO Value Fund, L.P. (28,264), Jon Hartsel (9,700) and John Piermont (6,250). The filing states Donald Smith & Co. acts as investment adviser and that no single advisory client beneficially owns more than 5% of the class.