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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):
August 6, 2026
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 Boulevard, 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) |
| |
|
| x |
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 1.01 |
Entry into a Material Definitive Agreement |
On August 6, 2026, Beazer Homes USA, Inc., a Delaware
corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Dream
Finders Homes, Inc., a Texas corporation (“Parent”), and Bulldogs Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of
Parent (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger
Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger
as a wholly owned subsidiary of Parent. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger
Agreement.
The Board of Directors of the Company (the “Board”) has
unanimously approved and declared advisable the Merger Agreement and the transactions contemplated thereby (the “Transactions”),
including the Merger, determined that the Merger Agreement and the Transactions are advisable, fair to and in the best interests of the
Company and its stockholders, and, subject to the terms of the Merger Agreement, resolved to recommend that the Company’s stockholders
adopt the Merger Agreement.
On the terms and subject to the conditions set forth in the Merger
Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger, each share of common
stock, par value $0.001 per share, of the Company (each, a “Share”) that is issued and outstanding immediately prior to the
Effective Time (other than Shares held by the Company as treasury stock, Shares held by Parent or Merger Sub, and Shares held by any direct
or indirect wholly owned subsidiary of the Company or Parent (other than Merger Sub), in each case, immediately prior to the Effective
Time, and Dissenting Shares) will be converted into the right to receive $33.50 per Share in cash, without interest (the “Merger
Consideration”), and subject to any required withholding taxes.
The Merger Agreement also provides that, immediately prior to the Effective
Time:
| · | each option to purchase Shares granted under the Company Equity Plan (each, a “Company Option”) that is outstanding and
unexercised, whether vested or unvested, as of immediately prior to the Effective Time will be fully vested, cancelled and converted into
the right to receive an amount in cash (without interest), if any, equal to the product of (A) the total number of Shares subject
to such Company Option, multiplied by (B) the excess, if any, of the Merger Consideration over the exercise price per share under
such Company Option, less applicable Taxes required to be withheld with respect to such payment; provided, however, that any Company Option
which has a per share exercise price that is greater than or equal to the Merger Consideration will be cancelled at the Effective Time
for no consideration or payment; |
| · | each restricted stock award granted under the Company Equity Plan (each, a “Company RSA”) (other than Company RSAs issued in the Company’s 2027 fiscal year, which will be assumed by Parent and converted into restricted
stock awards related to a number of shares of Parent common stock of an equivalent fair market value), whether vested or
unvested, that is outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to
receive an amount in cash (without interest) equal to the product of (A) the aggregate number of Shares subject to such Company
RSA, multiplied by (B) the Merger Consideration, less applicable Taxes required to be withheld with respect to such
payment; |
| · | each performance-based restricted stock award granted under the Company Equity Plan (each, a “Company Performance-Based RSA”),
whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be cancelled and converted into the
right to receive an amount in cash (without interest) equal to the product of (A) the total number of Shares subject to such Company
Performance-Based RSA (with the performance conditions for any uncompleted periods deemed achieved at target level), multiplied by (B) the
Merger Consideration, less applicable Taxes required to be withheld with respect to such payment; and |
| · | each performance-based cash award granted under the Company Equity Plan (each, a “Company Performance-Based Cash Award”)
that is outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount
in cash (without interest) equal to the value of such Company Performance-Based Cash Award (with the performance conditions for any uncompleted
periods deemed achieved at target level). |
At the Effective Time, all Dissenting Shares will be cancelled and
cease to exist, and the holders of Dissenting Shares will only be entitled to the rights granted to them under Section 262 of the
General Corporation Law of the State of Delaware (the “DGCL”) with respect to such Dissenting Shares.
If the Merger is consummated, the Shares will be delisted from the
New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon
as practicable following the Effective Time.
Conditions to the Merger
Assuming the satisfaction of the conditions set forth in the Merger Agreement and briefly discussed below, the Company expects the Merger
to close in the fourth quarter of 2026. Consummation of the Merger is subject to certain conditions set forth
in the Merger Agreement, including, but not limited to, the: (i) adoption of the Merger Agreement by the affirmative vote of the
holders of a majority of the voting power represented by the outstanding Shares entitled to vote thereon (the “Requisite Company
Stockholder Approval”); (ii) expiration or termination of any waiting period applicable to the Transactions under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”);
(iii) absence of any law, order or injunction enacted or issued restraining, enjoining or otherwise prohibiting the Merger; (iv) the
accuracy of each party’s representations and warranties, subject to certain standards set forth in the Merger Agreement; (v) each
party’s compliance in all material respects with their respective covenants under the Merger Agreement; and (vi) the absence
of a Company Material Adverse Effect since the date of the Merger Agreement. The obligations of Parent and Merger Sub to consummate the
Merger are not subject to any financing condition.
No Solicitation
From the execution of the Merger Agreement until the earlier to occur
of the termination of the Merger Agreement and the Effective Time, the Company will be subject to customary “no-shop” restrictions
on its ability to solicit alternative Acquisition Proposals from third parties and to provide information to, and participate in discussions
and negotiations with, third parties regarding any alternative Acquisition Proposals, subject to a customary “fiduciary out”
provision that allows the Company, under certain specified circumstances, to provide information to, and participate or engage in discussions
or negotiations with, third parties with respect to an Acquisition Proposal if the Board determines in good faith (after consultation
with the Company’s independent financial advisor and outside legal counsel) that such alternative Acquisition Proposal either constitutes
a Superior Proposal or would reasonably be expected to result in a Superior Proposal, and that the failure to take such actions would
reasonably be expected to be inconsistent with the directors’ fiduciary duties pursuant to applicable law.
Termination and Fees
The Merger Agreement contains certain termination rights for the Company,
on the one hand, and Parent and Merger Sub, on the other hand. Upon termination of the Merger Agreement under specified circumstances,
including (i) the Company terminating the Merger Agreement to enter into an Alternative Acquisition Agreement providing for a Superior
Proposal, or (ii) Parent terminating the Merger Agreement due to the Board’s change of its recommendation that stockholders
adopt the Merger Agreement and approve the Transactions, including the Merger, in each case pursuant to and in accordance with the “fiduciary
out” provisions of the Merger Agreement, the Company will be required to pay Parent a termination fee of $31.3 million (the “Company
Termination Fee”). The Company Termination Fee will also be payable by the Company if the Merger Agreement is terminated under certain
circumstances and prior to such termination (or at least two business days prior to the date of the Company Meeting in the case of termination
for failure to receive the Requisite Company Stockholder Approval), a bona fide Acquisition Proposal has been publicly disclosed or made
known to the Board and, if publicly disclosed, has not been publicly withdrawn, and the Company enters into a definitive agreement with
respect to, or consummates, an Acquisition Proposal within 12 months after such termination.
In addition to the foregoing termination rights, and subject to certain
limitations, the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by the Outside Date (which is six
months from the date of the Merger Agreement, subject to an automatic three-month extension if the conditions relating to regulatory approvals
or the absence of a legal impediment relating to specified governmental consents have not been satisfied but all other conditions set
forth in the Merger Agreement have been satisfied or are capable of being satisfied).
Other Terms of the Merger Agreement
The Company also made customary representations and warranties in the
Merger Agreement and agreed to customary covenants regarding the operation of the business of the Company and its Subsidiaries prior to
the consummation of the Merger. The Merger Agreement also provides that the Company, on the one hand, or Parent and Merger Sub, on the
other hand, may specifically enforce the obligations under the Merger Agreement, including the obligation to consummate the Merger if
the conditions set forth in the Merger Agreement are satisfied. The parties to the Merger Agreement have also agreed to use their respective
reasonable best efforts and take certain actions to obtain the requisite regulatory approvals for the Transactions.
The foregoing description of the Merger Agreement and the Transactions
contemplated thereby does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text
of the Merger Agreement, which is attached as Exhibit 2.1 and is incorporated by reference herein. The Merger Agreement has been
included to provide investors with information regarding its terms. It is not intended to provide any other factual information about
the Company, Parent, Merger Sub or their respective Subsidiaries or affiliates. The representations, warranties and covenants contained
in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit
of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified
by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of
establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ
from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof
as characterizations of the actual state of facts or condition of the parties thereto or any of their respective Subsidiaries or affiliates.
Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement,
which subsequent information may or may not be reflected in the Company’s public disclosures. The Merger Agreement should not be
read alone, but should instead be read in conjunction with the other information regarding the Company, Parent, Merger Sub and the Transactions
contemplated by the Merger Agreement that will be contained in or attached as an annex to the proxy statement that the Company will file
in connection with the Transactions contemplated by the Merger Agreement, as well as in the other filings that the Company will make with
the U.S. Securities and Exchange Commission (the “SEC”).
Financing
In connection with the Merger, Parent has obtained debt financing commitments
from certain financial institutions, which will be used to finance a portion of the consideration due under the Merger Agreement and fees
and expenses related to the Transactions, subject to the terms and conditions set forth in the related debt commitment letters. The obligations
of Parent and Merger Sub to consummate the Merger are not subject to any financing condition.
Voting and Support Agreement
Concurrently with the execution of the Merger Agreement, the Company
entered into a Voting and Support Agreement (the “Voting Agreement”) with Parent, pursuant to which Parent has agreed to vote
all of Parent’s Shares in accordance with the terms thereof, including in favor of the adoption of the Merger Agreement and the
approval of the Merger and any proposal to adjourn or postpone any meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve
the Merger Agreement and
against any Adverse Proposal (as defined in the Voting Agreement), including any Acquisition Proposal and any other action, proposal or
transaction that would reasonably be expected to impede, interfere with, delay, postpone, discourage or prevent the consummation of, or
otherwise materially adversely affect, the Merger or the other Transactions. The Voting Agreement also includes certain restrictions
on transfer of Parent’s Shares and will terminate upon the earlier of the Effective Time and the valid termination of the Merger
Agreement in accordance with its terms.
The foregoing description of the Voting Agreement does not purport
to be complete and is subject to, and qualified in its entirety by, the full text of the Voting Agreement, which is attached as Exhibit 10.1
and is incorporated by reference herein.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On August 6, 2026, the Board adopted an amendment (the
“Amendment”) to the Fourth Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective
immediately. The Amendment provides that, unless the Company consents in writing to the selection of an alternative forum,
(a) the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks subject matter
jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for any current or
former stockholder to bring certain corporate law matters and actions or proceedings asserting an “internal corporate
claim,” as that term is defined in Section 115 of the DGCL, and (b) the federal district courts of the United States
of America will be exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as
amended.
The foregoing description of the Amendment is not complete and is qualified
in its entirety by reference to the Amendment, which is attached as Exhibit 3.1 and is incorporated by reference herein.
| Item 7.01 |
Regulation FD Disclosure |
On August 7, 2026, the Company and Parent issued a joint
press release announcing that the Company and Parent had entered into the Merger Agreement. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
The information provided pursuant to this Item 7.01, including Exhibit 99.1
in Item 9.01, is “furnished” and shall not be deemed to be “filed” with the SEC or incorporated by reference in
any filing under the Exchange Act or the Securities Act except as shall be expressly set forth by specific reference in any such filings.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
| 2.1 |
Agreement
and Plan of Merger, dated as of August 6, 2026, by and among Beazer Homes USA, Inc., Dream Finders Homes, Inc.
and Bulldogs Merger Sub, Inc. |
| 3.1 |
Amendment to the Fourth Amended and Restated Bylaws of Beazer Homes USA, Inc. |
| 10.1 |
Voting
and Support Agreement, dated as of August 6, 2026, by and between Beazer Homes USA, Inc. and Dream Finders
Homes, Inc. |
| 99.1 |
Joint
Press Release dated August 7, 2026 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This communication (including the exhibits hereto) includes certain
disclosures which contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements
include, but are not limited to, statements concerning the Company’s expectations, beliefs, plans, intentions, strategies or prospects
with respect to the proposed Transactions. These statements are often identified by the use of words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “hope,” “hopeful,” “likely,” “optimistic,” “possible,”
“potential,” “preliminary,” “project,” “should,” “will,” “would”
or the negative or plural of these words or similar expressions or variations. Forward-looking statements are made based upon management’s
current expectations and beliefs and are not guarantees of future results. Such forward-looking statements are subject to a number of
risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially
from future results expressed or implied by the forward-looking statements.
Important factors, risks and uncertainties and other factors that may
cause actual results to differ materially from such plans, estimates or expectations include, among others: (i) the ability of the
parties to complete the Transactions on the anticipated terms and timing, or at all, (ii) the satisfaction or waiver of other conditions
to the completion of the Transactions, including obtaining required stockholder and regulatory approvals; (iii) the risk that the
Company’s stock price may fluctuate during the pendency of the Transactions and may decline if the Transactions are not completed;
(iv) potential litigation relating to the Transactions that could be instituted against the Company or its directors or officers,
including the delay, expense or other effects of any outcomes related thereto; (v) the risk that disruptions from the Transactions
will harm the Company’s business, including current plans and operations, during the pendency of the Transactions; (vi) the
ability of the Company to retain, motivate, and hire key personnel; (vii) the diversion of management’s time and attention
from ordinary course business operations to complete the Transactions; (viii) potential adverse reactions or changes to business
relationships resulting from the announcement, pendency or completion of the Transactions; (ix) legislative, regulatory and economic
developments; (x) potential business uncertainty during the pendency of the Transactions that could affect the Company’s financial
performance; (xi) certain restrictions during the pendency of the Transactions that may impact the Company’s ability to pursue
certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but
not limited to geopolitical disruptions, acts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management’s
response to any of the aforementioned factors; (xiii) the possibility that the Transactions may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; (xiv) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Transactions, including in circumstances requiring the Company to pay a termination fee;
(xv) other risks set forth under the headings “Forward Looking Statements” and “Risk Factors” in the Company’s
most recent Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other
reports filed by the Company with the SEC from time to time, which are available via the SEC’s website at www.sec.gov; and (xvi) those
risks that will be described in the proxy statement that will be filed with the SEC and available from the sources indicated below.
These risks, as well as other risks associated with the Transactions,
will be more fully discussed in the proxy statement that will be filed with the SEC in connection with the Transactions. There can be
no assurance that the Transactions will be completed, or if they are completed, that they will close within the anticipated time period.
These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. The forward-looking
statements relate only to events as of the date on which the statements are made. The Company undertakes no duty to update publicly any
forward-looking statements except as required by law, whether as a result of new information, future events or otherwise. If one or more
of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary
materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue
reliance on any of our forward-looking statements. You should specifically consider the factors identified in this communication that
could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to
predict those events or how they may affect the Company.
Additional Information About the Transactions and Where to Find
It
This communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed
acquisition of the Company by Parent. In connection with this proposed acquisition, the Company plans to file one or more proxy statements
or other documents with the SEC. This communication is not a substitute for any proxy statement or other document that the Company may
file with the SEC in connection with the Transactions. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT
AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of the Company. Investors
and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the
SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the
Company will be available free of charge on the Investor Relations portion of the Company’s internet website at www.beazer.com or
upon written request to the Company at 2002 Summit Boulevard, 15th Floor, Atlanta, GA 30319, Attention: Investor Relations.
Participants in the Solicitation
The Company, its directors and certain of its executive officers
may be deemed to be participants in the solicitation of proxies from stockholders of the Company in connection with the
Transactions. Information about the Company’s directors and executive officers is set forth in its Proxy Statement on Schedule
14A for its 2026 annual meeting of stockholders (the “2026 Proxy Statement”), which was filed with the SEC on
December 22, 2025. In addition, Parent and certain of its directors and executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of the Company in connection with the Transactions. Information about certain of
Parent’s directors and executive officers is set forth in Parent’s proxy statement for its 2026 annual meeting of
stockholders on Schedule 14A filed with the SEC on April 16, 2026, Parent’s Annual Report on Form 10-K filed with the SEC on
February 24, 2026, and any subsequent filings with the SEC. To the extent that holdings of the Company’s securities by its
directors or executive officers have changed since the amounts set forth in the 2026 Proxy Statement, such changes have been or will
be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed
with the SEC. These documents are available free of charge at the SEC’s web site at www.sec.gov and from the Company’s
website (www.beazer.com) and Parent's website (www.dreamfindershomes.com). Additional information regarding the identity of the participants, and their respective direct and
indirect interests in the Transactions, by security holdings or otherwise, will be set forth in the proxy statement and other
relevant materials to be filed with the SEC in connection with the Transactions (if and when they become available). You may obtain
free copies of these documents using the sources indicated above.
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.
| |
BEAZER HOMES USA, INC. |
| |
|
| |
By: |
/s/ Allan P. Merrill |
| |
Name: |
Allan P. Merrill |
| Date: August 7, 2026 |
Title: |
Chairman, President & Chief Executive Officer |
Exhibit 99.1
Dream Finders Homes to Acquire Beazer Homes,
Creating Sixth-Largest
U.S. Homebuilder
Combination will create a scaled national homebuilder
with complementary footprints and a clear path to accelerated growth
Expected to generate significant synergies and
be double-digit percentage accretive to EPS in year one
Broadens the combined company's ability to serve buyers at every life stage – from entry-level
homes to move-up communities – through an enhanced, fully integrated homebuying experience
Beazer shareholders to receive $33.50 per share
in cash
Dream Finders reaffirms its full-year 2026 outlook of 9,250 homes, reflecting confidence in near-term execution and the strength of its standalone business
JACKSONVILLE, Fla. & ATLANTA — August 7, 2026 — Dream
Finders Homes, Inc. (NYSE: DFH) ("Dream Finders") and Beazer Homes USA, Inc. (NYSE: BZH) ("Beazer") today announced
that they have entered into a definitive agreement under which Dream Finders will acquire Beazer in an all-cash transaction
at an enterprise value of approximately $2.2 billion. Under the terms of the agreement, Beazer shareholders will receive $33.50 in cash
for each share of Beazer common stock, representing an implied purchase price-to-book multiple of 0.8x.
Beazer is a leading national homebuilder operating in 15 markets
across 13 states. The company designs, builds and sells new homes across a range of communities and price points, specializing in
personalized homebuilding, land development, and homebuyer financing to make homeownership more attainable.
Together, the two companies will form the nation's sixth-largest homebuilder,1
with highly complementary footprints, expanded product offerings, and deeper capabilities across many of the country's largest and fastest-growing
housing markets. The combination also brings together two exceptional teams, deepening the combined company's bench of experienced homebuilding
talent, operational expertise, and customer-focused culture that will serve as the foundation for long-term growth.
Upon closing, the combined company will operate in 26 markets and approximately
520 active communities across the Southeast, Mid-Atlantic, Texas, the West, and the Midwest – regions that represent some of the
highest demand corridors in the country. With increased reach across both entry-level and move-up communities, the platform is well-positioned
to serve a broader buyer base across multiple price points, while driving meaningful affordability improvements through purchasing efficiencies
and a more seamless homebuying experience.
1 Based on CY2025A revenue within U.S. headquartered home
builders.
Patrick Zalupski, Founder, CEO, and Co-Chairman of Dream Finders, said,
"As someone who started Dream Finders from the ground up, I know what it takes to build a culture that puts homebuyers first, and
that's exactly what I see in Beazer. They have built something genuinely special – a talented team, strong communities, and a culture
that puts customers at the center of everything they do. That resonates deeply with us. This combination is the next meaningful step in
our journey to become a top 5 national homebuilder, expanding our geographic reach, broadening the range of buyers we can serve, and strengthening
the integrated services we offer families from contract to close.”
Mr. Zalupski continued, “Together, I believe we'll build something
enduring – a company with the scale to compete nationally, but always with the care and commitment that has defined both of our
companies from day one. I want to recognize the incredible dedication of both the Beazer and Dream Finders teams who have worked tirelessly
to reach this moment. I couldn't be prouder of what we've accomplished together, and I am genuinely excited to get this over the finish
line and start building our future together.”
Rick Beckwitt, Co-Chairman of Dream Finders, said, “This transaction
represents an important milestone for Dream Finders and reflects our Board's confidence in the strategic and financial merits of combining
two leading companies. Patrick and the team have mapped out a detailed integration plan to maximize synergies that will drive long-term
growth and profitability.”
Mr. Beckwitt added, “We have great respect for what Alan Merrill
and the Beazer team have accomplished. We look forward to executing our strategy as a larger and even stronger company and welcoming a
very talented group of Beazer employees to the Dream Finders family.”
Allan P. Merrill, Chairman, President and CEO of Beazer Homes, said,
“Over nearly 20 years, we have transformed Beazer into one of the nation’s largest homebuilders through a strategy focused
on delivering on energy efficient homes and best-in-class customer experiences. This transaction represents the culmination of a comprehensive
review of opportunities to maximize value and provides Beazer shareholders with a significant and certain cash return in an uncertain
market. I am proud of our people and want to thank our entire organization for their exceptional work to ensure that, together with Dream
Finders, we continue providing homebuyers across the country with a high-quality product and outstanding service."
Strategic & Financial Transaction Highlights
| · | Will establish the sixth-largest U.S. homebuilder with complementary geographic
footprints spanning 26 of the top 50 MSAs2, broadening exposure to the country's highest-growth markets and unlocking a powerful
platform for long-term expansion |
| · | Complementary product strategies across entry-level and move-up positions,
improving margin mix, reducing cycle times; anticipate the combined company will compete more effectively across a broader range of buyers
and price points |
| · | Enhances the homebuying experience through lower unit costs and expanded
financial services, utilizing Dream Finders' in-house title insurance and mortgage banking capabilities to deliver greater value and convenience
to customers |
| · | Expected to generate over $100 million in annual run-rate cost synergies
from production efficiencies, purchasing improvements, reduced overhead costs, elimination of duplicate public company costs, higher mortgage
and title insurance capture rates, and lower insurance costs |
| · | Expected to be double-digit percentage accretive to EPS in year one, underpinned
by strong revenue growth, disciplined cost management, and rapid synergy realization |
Additional Details About the Transaction
Dream Finders expects to finance the transaction through a combination
of existing capital resources and committed financing from Goldman Sachs, Bank of America, and affiliates of Kennedy Lewis Asset Management.
Following transaction close, Dream Finders expects to continue executing its growth plans while maintaining its commitment to a 100% land-light
strategy. Dream Finders is committed to returning to or improving current leverage metrics within 18 to 24 months, which aligns with the
Company’s commitment to building scale while reducing leverage over time.
1 Metropolitan Statistical Area Defined by The U.S. Office
of Management and Budget, which are ranked by population size.
The transaction has been unanimously approved by the boards of
directors of both companies and is expected to close in the fourth quarter of 2026, subject to customary closing conditions,
including approval by Beazer shareholders and receipt of required regulatory approvals.
Dream Finders Homes Financial Outlook
Dream Finders also reaffirmed its full year 2026 outlook of approximately
9,250 home closings for the full year 2026, as announced in second quarter 2026 results on July 30, 2026. Such outlook does not take into
account any home closings arising from Beazer’s operations that may occur after closing or any other impacts
of the transaction.
Beazer Homes Fiscal Third Quarter 2026 Results
In a separate press release issued today, Beazer reports fiscal
third quarter 2026 financial results. Given the pending transaction with Dream Finders Homes, Beazer is withdrawing its previously
issued financial outlook and will not host its earnings conference call and webcast that was previously scheduled for Monday, August
10, 2026.
Advisors
Goldman Sachs & Co. LLC, BofA Securities, Zelman Partners and Vestra
Advisors are acting as financial advisors to Dream Finders, Foley & Lardner LLP is acting as legal counsel and Edelman Smithfield
is acting as strategic communications advisor.
J. P. Morgan Securities LLC and Moelis & Company LLC are
acting as Beazer’s financial advisors. King & Spalding LLP is serving as legal advisor. Collected Strategies is serving
as strategic communications advisor.
For more information, visit announcement.dreamfindershomes.com.
About Dream Finders Homes
Dream Finders Homes (NYSE: DFH), headquartered in Jacksonville, Florida,
was recognized as the 2025 National Builder of the Year by Builder magazine. Dream Finders Homes builds single-family homes throughout
the Southeast, Mid-Atlantic and Midwest, including Florida, Texas, Tennessee, North Carolina, South Carolina, Georgia, Colorado, Arizona,
and the Washington, D.C. metropolitan area, which comprises Washington D.C., Northern Virginia and Maryland. As the Official Home Builder
of the PGA TOUR, the Jacksonville Jaguars and the Tampa Bay Rays, Dream Finders Homes is deeply committed to excellence beyond homebuilding
and into the communities it serves. Through its wholly owned subsidiaries, DFH also provides mortgage financing as well as title agency
and underwriting services to homebuyers. Dream Finders Homes achieves its growth and returns by maintaining an asset-light homebuilding
model. For more information, please visit www.dreamfindershomes.com.
About Beazer Homes
Beazer Homes (NYSE: BZH), headquartered in Atlanta, Georgia, is a
leading national homebuilder in energy-efficient construction. Building on a legacy spanning nine generations, Beazer crafts homes that
deliver savings and lasting value. Beazer’s trusted team of experts guide homebuyers through the building and purchasing process
to deliver an industry-leading customer experience. With curated design options, buyers can personalize their homes with confidence.
Beazer's exclusive Mortgage Choice program provides access to competitive loan offers from multiple lenders, helping homebuyers choose
the best financing for their individual needs. Beazer builds in 13 states nationwide. For more information, visit www.beazer.com,
or check out Beazer on Facebook, Instagram and Twitter.
Cautionary Statement Regarding Forward-Looking Information
The information presented herein may contain forward looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 giving Dream Finders Homes’s and Beazer’s expectations
or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words
such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,”
“continue,” “positions,” “prospects” or “potential,” by future conditional verbs such
as “will,” “would,” “should,” “could” or “may”, or by variations of such words
or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change
over time. Forward-looking statements speak only as of the date they are made and neither Dream Finders Homes nor Beazer assumes any duty
to update forward-looking statements other than as required by law. As forward-looking statements involve significant risks and uncertainties,
caution should be exercised against placing undue reliance on such statements.
In addition to factors previously disclosed in Dream Finders Homes’s
and Beazer’s reports filed with the Securities and Exchange Commission, the following factors, among others, could cause actual
results to differ materially from forward-looking statements and historical performance: the occurrence of any event, change or other
circumstances that could give rise to right of one or both of the parties to terminate the definitive merger agreement between Dream Finders
Homes and Beazer; the outcome of any legal proceedings that may be instituted against Dream Finders Homes or Beazer; the failure of Beazer
to obtain necessary stockholder and regulatory approvals or to satisfy any of the other conditions to the Transaction on a timely basis
or at all; the possibility that the anticipated benefits of the Transaction are not realized when expected or at all; the possibility
that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion
of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business
or employee relationships, including those resulting from the announcement or completion of the Transaction; Dream Finders Homes’s
ability to obtain financing and complete the acquisition and integration of Beazer successfully or fully realize cost savings and other
benefits and other consequences associated with mergers, acquisitions and divestitures; negative effects of announcing the Transaction
or the consummation of the Transaction on the market price of our common stock, credit ratings or operating results; and the potential
impact of announcement of the Transaction or consummation thereof on relationships, including with employees, customers and competitors.
Important Information and Where to Find It
In connection with the acquisition described in this press release
(the “Transaction”), Beazer intends to file with the Securities and Exchange Commission (the “SEC”) a preliminary
proxy statement and a definitive proxy statement (the “Proxy Statement”). The Proxy Statement (if and when available) will
be mailed to stockholders of Beazer. INVESTORS AND SECURITY HOLDERS OF BEAZER ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING DREAM FINDERS HOMES,
BEAZER, THE TRANSACTION AND RELATED MATTERS. Investors may obtain free copies of these documents (when they are available) and other documents
filed with the SEC at www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by Beazer by going
to Beazer’s website at ir.beazer.com.
Participants in the Solicitation
Beazer and certain of its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the stockholders of Beazer in connection with the Transaction under the rules of
the SEC. Information about the interests of the directors and executive officers of Beazer and other persons who may be deemed to be participants
in the solicitation of stockholders of Beazer in connection with the Transaction and a description of their direct and indirect interests,
by security holdings or otherwise, is set forth in Beazer’s proxy statement for its 2026 Annual Meeting of Stockholders on Schedule
14A filed with the SEC on December 22, 2025 and any subsequent filings with the SEC. In addition, Dream Finders Homes and certain of its
directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Beazer in connection
with the Transaction. Information about certain of Dream Finders Homes’s directors and executive officers is set forth in Dream
Finders Homes’s proxy statement for its 2026 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 16, 2026,
Dream Finders Homes’s Annual Report on Form 10-K filed with the SEC on February 24, 2026, and any subsequent filings with the SEC.
To the extent that holdings of Beazer’s securities by the directors and executive officers of Beazer have changed from the amounts
set forth in the proxy statement for its 2026 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements
of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the direct and indirect interests of
those persons and other persons who may be deemed participants in the Transaction may be obtained by reading the Proxy Statement regarding
the Transaction when it becomes available. Free copies of these documents may be obtained as described above and, with respect to the
information about Dream Finders Homes’s directors and executive officers, at the Dream Finders Homes’s website at investors.dreamfindershomes.com.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to, and does not constitute or form
part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Transaction or otherwise,
nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Contacts:
For Dream Finders
Investor Contacts:
Jonathan Salzberger / Scott Winter
Innisfree M&A Incorporated
+1 (212) 750-5833
Media Contact:
DFH@edelmansmithfield.com
For Beazer
Investor Contact:
David I. Goldberg
Sr. Vice President & Chief Financial Officer
770-829-3700
investor.relations@beazer.com
Media Contact:
Nick Lamplough / Jim Golden / Clayton Erwin
Collected Strategies
Beazer-CS@collectedstrategies.com
