Beazer Homes updates board as Danny Shepherd retires, adds Heckes

Beazer Homes USA, Inc. announced changes to its Board of Directors.

Accepted by SEC EDGAR 12/09/2025 - 04:21 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Beazer Homes USA, Inc. announced changes to its Board of Directors. Danny Shepherd will retire from the Board effective at the company’s next annual meeting of stockholders. To maintain board strength, the company has appointed Howard C. Heckes as a new director, effective December 8, 2025.

The Board has determined that Mr. Heckes is independent under New York Stock Exchange listing standards and the company’s Corporate Governance Guidelines. He will receive the same compensation as other non-employee directors and will enter into Beazer’s standard indemnification agreement. The company stated there are no special arrangements or related person transactions connected to his appointment. A press release dated December 9, 2025 provides further detail on these board changes.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board changes did Beazer Homes (BZH) announce?

Beazer Homes announced that Danny Shepherd will retire from its Board of Directors at the next annual meeting of stockholders, and that Howard C. Heckes has been appointed to the Board effective December 8, 2025.

When will Danny Shepherd retire from the Beazer Homes board?

Danny Shepherd will retire from the Beazer Homes Board of Directors effective as of the company’s next annual meeting of stockholders.

Who is the new independent director joining Beazer Homes (BZH)?

Beazer Homes has appointed Howard C. Heckes to its Board of Directors, effective December 8, 2025, and the Board has determined that he is independent under New York Stock Exchange standards and the company’s Corporate Governance Guidelines.

How will Howard C. Heckes be compensated as a Beazer Homes director?

Howard C. Heckes will receive the same compensation as other non-employee directors under Beazer Homes’ current non-employee director compensation program, as described in the company’s proxy statement filed on December 20, 2024.

Are there any special arrangements or related party transactions involving Howard C. Heckes and Beazer Homes?

The company states that there is no arrangement or understanding with any other person pursuant to which Howard C. Heckes was selected as a director, and that there are no related person transactions with him requiring disclosure under Item 404(a) of Regulation S-K.

Where can investors find more details on Beazer Homes’ board changes?

Additional details are provided in a press release dated December 9, 2025, which is filed as Exhibit 99.1 to the current report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest reported event): December 9, 2025

BEAZER HOMES USA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-12822

58-2086934

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2002 Summit Blvd NE, 15th Floor

Atlanta, Georgia 30319

(Address of Principal Executive Offices)

(770) 829-3700

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value			BZH			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 9, 2025, Beazer Homes USA, Inc. (the “Company”) (NYSE: BZH), announced that Danny Shepherd will retire from the Company’s Board of Directors (the “Board”), effective as of the Company’s next annual meeting of stockholders.

In connection with Mr. Shepherd’s retirement from the Board, the Company also announced that Howard C. Heckes has been appointed to the Board, effective as of December 8, 2025. The committee assignments for Mr. Heckes have not been determined at the time of this filing. The Board has determined that Mr. Heckes is “independent” under the New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines.

For his service as a member of the Board, Mr. Heckes will receive the same compensation as other non-employee directors of the Company under the Company's current non-employee director compensation program described in the Company's proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) on December 20, 2024. In addition, Mr. Heckes will enter into the Company’s standard indemnification agreement, the form of which is attached as Exhibit 10.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on November 13, 2025.

There is no arrangement or understanding between Mr. Heckes and any other person pursuant to which Mr. Heckes was selected as a director. There are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the SEC between the Company and Mr. Heckes required to be disclosed herein.

On December 9, 2025, the Company issued a press release announcing the changes to the Board. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description
99.1						Press Release dated December 9, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

December 9, 2025

BEAZER HOMES USA, INC.

By:

/s/ Michael A. Dunn

Michael A. Dunn Senior Vice President, General Counsel  and Corporate Secretary