STOCK TITAN

Beazer Homes (NYSE: BZH) to be acquired in $33.50 cash deal

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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%.

Positive

  • Definitive all-cash sale agreed with Dream Finders Homes at $33.50 per share, valuing Beazer Homes at approximately $2.2 billion, subject to stockholder and regulatory approvals and customary closing conditions.

Negative

  • Fiscal Q3 2026 profitability weakened, with Adjusted EBITDA down 51.3% to $15.6 million and LTM Adjusted EBITDA falling 62.2% to $70.7 million.
  • Year-to-date 2026 results swung to a $37.7 million net loss from $15.6 million income, as homebuilding revenue declined 19.6% to $1,248.4 million and margins compressed.

Filing Explained

The company completed refinancing with longer-dated notes at a higher coupon, while nine-month results weakened and share repurchases reduced outstanding shares.

As an 8-K, this filing reports a specified material event. The company reports that it issued $400.0 million of 8.000% senior unsecured notes due in January 2032 and retired $357.0 million of 5.875% notes due in October 2027, so the disclosed refinancing is completed and changes the debt’s coupon and maturity profile.

The filing also reports repurchases of $21.0 million for 1.0 million shares during the quarter and $66.2 million for 2.9 million shares year to date.

At June 30, 2026, the total debt-to-capitalization ratio was 55.1%. The company identifies its nearest remaining maturity as $350.0 million of notes due in October 2029.

The October 2029 maturity is the specific debt line item to monitor in later filings; those disclosures can show whether it remains the nearest maturity and how the refinancing affects subsequent debt balances.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Merger cash consideration per share $33.50 per share Cash price to be paid by Dream Finders Homes under the Merger Agreement
Merger equity valuation $2.2 billion Approximate value of Beazer Homes in the all-cash acquisition by Dream Finders Homes
Net loss Q3 2026 $4.2 million Net loss for the three months ended June 30, 2026
Homebuilding revenue Q3 2026 $490.9 million Homebuilding revenue in fiscal third quarter 2026, down 8.3% year-over-year
Adjusted EBITDA Q3 2026 $15.6 million Adjusted EBITDA for fiscal third quarter 2026 versus $32.1 million a year earlier
Net loss nine months 2026 $37.7 million Net loss for the nine months ended June 30, 2026
Total liquidity $263.8 million Available liquidity at June 30, 2026, including $124.6 million of unrestricted cash
Total debt to capitalization ratio 55.1% Total debt to total capitalization ratio at June 30, 2026
Adjusted EBITDA financial
"Adjusted EBITDA was $15.6 million, compared to Adjusted EBITDA of $32.1 million a year ago"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
inventory impairments and abandonments financial
"This included inventory impairment and abandonment charges and loss on debt extinguishment of $3.0 million"
net debt to net capitalization ratio financial
"Net debt to net capitalization ratio was 52.8% at quarter end compared to 46.6% a year ago"
Net debt to net capitalization ratio measures how much of a company’s long-term funding comes from borrowed money after subtracting cash on hand, calculated by dividing net debt (total debt minus cash) by the sum of net debt and shareholders’ equity. Investors use it to gauge financial risk and flexibility: a higher ratio is like a household with most of its value tied to a mortgage rather than owned equity, which can raise concern about the company’s ability to withstand downturns.
Merger Agreement regulatory
"entered into a definitive agreement (the "Merger Agreement") to be acquired by Dream Finders Homes, Inc."
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
cancellation rate financial
"The cancellation rate for the quarter was 15.9%, down from 19.8% in the prior year quarter"
The cancellation rate is the share of orders, bookings, subscriptions or appointments that are cancelled before they are completed, expressed as a percentage of total commitments. Investors care because a rising cancellation rate is like many diners calling off reservations: it can signal weaker demand, lower predictable revenue, higher costs to replace lost business, and risks to future growth and cash flow forecasts.
Net loss Q3 2026 $4.2 million, or $0.16 per diluted share Compared with $0.3 million net loss, or $0.01 per share, in Q3 2025.
Homebuilding revenue Q3 2026 $490.9 million Down 8.3% year-over-year on a 13.4% decline in closings to 896, partly offset by a 5.9% increase in average selling price.
Adjusted EBITDA Q3 2026 $15.6 million Decreased from $32.1 million in the prior-year quarter, a 51.3% decline.
Nine-month 2026 net loss $37.7 million Reversed from $15.6 million net income for the nine months ended June 30, 2025.
Guidance

Beazer withdrew its previously issued financial outlook because of the pending Dream Finders Homes transaction.

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

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FAQ

What are the key terms of Beazer Homes (BZH) merger with Dream Finders Homes?

Beazer Homes agreed to be acquired by Dream Finders Homes for $33.50 per share in cash, valuing the company at about $2.2 billion. Closing depends on stockholder approval, regulatory clearance and other customary conditions under the definitive Merger Agreement.

How did Beazer Homes (BZH) perform in fiscal third quarter 2026?

Beazer reported a net loss of $4.2 million, or $0.16 per share, versus a $0.3 million loss a year earlier. Homebuilding revenue was $490.9 million, down 8.3%, and Adjusted EBITDA fell to $15.6 million from $32.1 million.

What changed in Beazer Homes (BZH) guidance and earnings call plans?

Beazer withdrew its previously issued financial outlook and will not host the earnings conference call and webcast that had been scheduled for August 10, 2026, citing the pending transaction with Dream Finders Homes announced the same day.

What is Beazer Homes (BZH) current liquidity and leverage position?

As of June 30, 2026, Beazer had $263.8 million of available liquidity, including $124.6 million of unrestricted cash and $139.2 million of revolver capacity. Total debt was $1.41 billion, with a 55.1% total debt to capitalization ratio and 52.8% net debt to net capitalization.

How did Beazer Homes (BZH) homebuilding operations trend in Q3 2026?

Home closings declined 13.4% to 896 homes, while average selling price rose 5.9% to $547.8 thousand. Net new orders increased 4.5% to 900, and backlog stood at $758.5 million (1,303 homes) with a backlog ASP of $582.1 thousand.

What were Beazer Homes (BZH) year-to-date 2026 financial results?

For the nine months ended June 30, 2026, Beazer recorded a net loss of $37.7 million versus $15.6 million net income a year earlier. Homebuilding revenue was $1,248.4 million, down 19.6%, and Adjusted EBITDA dropped to $7.0 million from $94.0 million.
0000915840false00009158402026-08-072026-08-07

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 7, 2026
 
BEAZER HOMES USA, INC.
(Exact name of registrant as specified in its charter)
Delaware001-1282258-2086934
(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)
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueBZHNew 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 2.02Results of Operations and Financial Condition
On August 7, 2026, Beazer Homes USA, Inc. issued a press release announcing results of operations for the three and nine months ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
The information provided pursuant to this Item 2.02, including Exhibit 99.1 in Item 9.01, is "furnished" and shall not be deemed to be "filed" with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities and Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
99.1
Press Release dated August 7, 2026
104Cover 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.
 
BEAZER HOMES USA, Inc.
Date:
August 7, 2026By:/s/ David I. Goldberg
David I. Goldberg
Senior Vice President and Chief Financial Officer


Exhibit 99.1
PRESS RELEASE

Beazer Homes Reports Third Quarter Fiscal 2026 Results
Cancelling previously scheduled earnings conference call and webcast due to pending transaction with Dream Finders Homes, Inc. announced separately today
ATLANTA, August 7, 2026 - Beazer Homes USA, Inc. (NYSE: BZH) (www.beazer.com) today announced its financial results for the three and nine months ended June 30, 2026.
In a separate press release issued today, Beazer (the "Company") announced that it has entered into a definitive agreement (the "Merger Agreement") to be acquired by Dream Finders Homes, Inc. for $33.50 per share in an all-cash transaction (the "Merger") that values the Company at approximately $2.2 billion. Consummation of the Merger is subject to stockholder approval, regulatory approval and completion of other customary closing conditions. 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 scheduled for Monday, August 10, 2026.
Beazer Homes Fiscal Third Quarter 2026 Highlights and Comparison to Fiscal Third Quarter 2025
Net loss was $4.2 million, or net loss of $0.16 per diluted share. During the fiscal third quarter 2025, net loss was $0.3 million, or net loss of $0.01 per diluted share
Adjusted EBITDA was $15.6 million, compared to Adjusted EBITDA of $32.1 million a year ago
Homebuilding revenue was $490.9 million, down 8.3% on a 13.4% decrease in home closings to 896, partially offset by a 5.9% increase in average selling price (ASP) to $547.8 thousand
Homebuilding gross margin was 13.6%, up 10 basis points compared to a year ago. Excluding impairments, abandonments and amortized interest, homebuilding gross margin was 16.9%, down 150 basis points
SG&A as a percentage of total revenue was 14.1%, up 90 basis points; SG&A expense was $72.5 million, down 1.1%
Net new orders were 900, up 4.5% on a 3.7% increase in orders per community per month to 1.8 and a 0.8% increase in average active community count to 169
Active community count at period-end of 170, up 1.8%
Backlog dollar value was $758.5 million, up 2.2% on a 6.0% increase in ASP of homes in backlog to $582.1 thousand, partially offset by a 3.6% decrease in backlog units to 1,303
Land acquisition and land development spending was $199.6 million, up 29.7% from $153.8 million
Repurchased 1.0 million of the Company's outstanding common stock for an aggregate $21.0 million
Active lots controlled of 23,083, down 14.3% from 26,944; controlled 60.0% of total active lots through option agreements compared to 60.1% a year ago
Unrestricted cash at quarter end was $124.6 million; total liquidity was $263.8 million
Total debt to total capitalization ratio of 55.1% at quarter end compared to 48.4% a year ago. Net debt to net capitalization ratio was 52.8% at quarter end compared to 46.6% a year ago
The following provides additional details on the Company's performance during the fiscal third quarter 2026:
Profitability. Net loss was $4.2 million, generating diluted loss per share of $0.16. This included inventory impairment and abandonment charges and loss on debt extinguishment of $3.0 million or $0.07 per share. Third quarter Adjusted EBITDA was $15.6 million compared to Adjusted EBITDA of $32.1 million a year ago. The decrease in Adjusted EBITDA was primarily due to lower operating margin.
Orders. Net new orders for the third quarter increased to 900, up 4.5% from 861 in the prior year quarter, driven by a 3.7% increase in sales pace to 1.8 orders per community per month from 1.7 in the prior year quarter and a 0.8% increase in average community count to 169 from 167 a year ago. The cancellation rate for the quarter was 15.9%, down from 19.8% in the prior year quarter.
1


Backlog. The dollar value of homes in backlog as of June 30, 2026 was $758.5 million, representing 1,303 homes, compared to $742.5 million, representing 1,352 homes, at the same time last year. The ASP of homes in backlog was $582.1 thousand, up 6.0% versus the prior year quarter. The increase in backlog ASP was primarily due to changes in product and community mix.
Homebuilding Revenue. Third quarter homebuilding revenue was $490.9 million, down 8.3% year-over-year. The decrease in homebuilding revenue was driven by a 13.4% decrease in home closings to 896 homes, partially offset by a 5.9% increase in ASP to $547.8 thousand. The decrease in closings was primarily due to lower beginning backlog, partially offset by improved construction cycle times compared to the prior year quarter.
Homebuilding Gross Margin. Homebuilding gross margin was 13.6%, up 10 basis points compared to a year ago. Excluding impairments, abandonments, and amortized interest, homebuilding gross margin was 16.9% for the third quarter, down from 18.4% in the prior year quarter primarily due to an increase in price concessions and closing cost incentives and changes in existing product and community mix. Homebuilding gross margin was up by 160 basis points sequentially from 12.0% in the prior fiscal quarter, and up 130 basis points from 15.6% sequentially when excluding impairments, abandonments, and interest amortization, primarily driven by reductions in direct construction costs and a larger share of closings from newer, higher-margin communities.
SG&A Expenses. Selling, general and administrative expenses as a percentage of total revenue was 14.1% for the quarter, up 90 basis points year-over-year primarily due to lower homebuilding revenue. SG&A expense was $72.5 million for the quarter ended June 30, 2026, relatively flat compared to the prior year quarter.
Income Taxes. Income tax benefit for the third quarter was $6.3 million compared to income tax benefit of $2.2 million in the prior year quarter. The Company's effective tax rate for the current fiscal quarter was impacted by a change in the approach used to calculate the interim income tax provision, reducing comparability with the prior year quarter. Refer to Note 10 to the condensed consolidated financial statements within the Company's Form 10-Q for the quarter ended June 30, 2026 for additional details.
Land Position. During the third quarter, land acquisition and land development spending was $199.6 million, up 29.7% year-over-year. Controlled lots decreased 11.9% to 24,489, compared to 27,794 from the prior year quarter. Excluding land held for future development and land held for sale lots, active lots controlled were 23,083, down 14.3% year-over-year, as the Company manages land spend and lot position to improve capital efficiency and support future community count growth. As of June 30, 2026, the Company controlled 60.0% of its total active lots through option agreements compared to 60.1% as of June 30, 2025.
Liquidity. At the close of the third quarter, the Company had $263.8 million of available liquidity, including $124.6 million of unrestricted cash and $139.2 million of remaining capacity under the unsecured revolving credit facility, compared to total available liquidity of $292.3 million a year ago. During the third quarter, the Company issued $400.0 million of 8.000% Senior Unsecured Notes due in January 2032 and retired the $357.0 million of 5.875% Senior Unsecured Notes, which were set to mature in October 2027. The Company’s nearest maturity is now the $350.0 million tranche of Senior Unsecured Notes due in October 2029.
Share Repurchases. During the third quarter, the Company repurchased 1.0 million shares of its outstanding common stock for an aggregate $21.0 million at an average price per share of $21.01, bringing year-to-date repurchase activity to $66.2 million for 2.9 million shares at an average price of $23.04 per share. This equates to repurchasing 9.7% of the Company’s shares that were outstanding at the beginning of the fiscal year.
Commitment to Sustainability
During the third fiscal quarter, Beazer Homes received the Hearthstone BUILDER Humanitarian Award, the highest recognition for charitable leadership and community impact in the homebuilding industry. This award is presented to only one builder nationwide each year, and is widely recognized as a lifetime achievement distinction for sustained philanthropic leadership and partnership. This award reflects the collective effort of all Beazer Homes employees throughout years of consistent volunteerism, fundraising, and leadership, all in support of Fisher House Foundation and other charitable organizations. In connection with the Company receiving this honor, the Hearthstone Foundation also donated $250 thousand to the Fisher House Foundation.
2


Summary results for the three and nine months ended June 30, 2026 and 2025 are as follows:
Three Months Ended June 30,
20262025Change*
New home orders, net of cancellations900 861 4.5 %
Cancellation rates15.9 %19.8 %(390) bps
Orders per community per month 1.8 1.7 3.7 %
Average active community count169 167 0.8 %
Active community count at quarter-end170 167 1.8 %
Land acquisition and land development spending (in millions)$199.6 $153.8 29.7 %
Total home closings896 1,035 (13.4)%
ASP from closings (in thousands)$547.8 $517.3 5.9 %
Homebuilding revenue (in millions)$490.9 $535.4 (8.3)%
Homebuilding gross margin13.6 %13.5 %10 bps
Homebuilding gross margin, excluding impairments and abandonments (I&A) (Non-GAAP)13.6 %15.2 %(160) bps
Homebuilding gross margin, excluding I&A and interest amortized to cost of sales (Non-GAAP)16.9 %18.4 %(150) bps
SG&A expenses as a percentage of total revenue14.1 %13.2 %90 bps
Loss before income taxes (in millions)$(10.5)$(2.5)319.0 %
Benefit from income taxes (in millions)(b)
$(6.3)$(2.2)187.5 %
Net loss (in millions)$(4.2)$(0.3)1,204.6 %
Basic loss per share$(0.16)$(0.01)1,500.0 %
Diluted loss per share$(0.16)$(0.01)1,500.0 %
Loss before income taxes (in millions)$(10.5)$(2.5)319.0 %
Loss on debt extinguishment, net (in millions)$(0.7)$— 
n/m(a)
Inventory impairments and abandonments (in millions)$(2.3)$(10.3)(77.3)%
(Loss) income excluding loss on debt extinguishment and inventory impairments and abandonments before income taxes (in millions)(c) (Non-GAAP)
$(7.5)$7.8 
n/m(a)
(Loss) income excluding loss on debt extinguishment and inventory impairments and abandonments after income taxes (in millions)(c)(d) (Non-GAAP)
$(4.8)$7.6 
n/m(a)
Net loss (in millions)$(4.2)$(0.3)1,204.6 %
Adjusted EBITDA (in millions) (Non-GAAP)$15.6 $32.1 (51.3)%
LTM(e) Adjusted EBITDA (in millions) (Non-GAAP)
$70.7 $187.1 (62.2)%
Total debt to total capitalization ratio55.1 %48.4 %670 bps
Net debt to net capitalization ratio (Non-GAAP)52.8 %46.6 %620 bps
* Change and totals are calculated using unrounded numbers.
(a) n/m - indicates the percentage is "not meaningful."
(b) The Company's effective tax rate for the current fiscal quarter was impacted by a change in the approach used to calculate the interim income tax provision, reducing comparability with the prior year quarter. Refer to Note 10 to the condensed consolidated financial statements within the Company's Form 10-Q for the quarter ended June 30, 2026 for additional details.
(c) Management believes that these measures assist investors in understanding and comparing the operating characteristics of homebuilding activities by eliminating the differences in companies' respective level of loss on debt extinguishment and inventory impairments and abandonments. These measures should not be considered alternatives to income from continuing operations before income taxes and income from continuing operations after income taxes determined in accordance with GAAP as indicators of operating performance.
(d) For the three months ended June 30, 2026, loss on debt extinguishment and inventory impairments and abandonments were tax-effected at the effective tax rate of 37.4%. For the three months ended June 30, 2025, inventory impairments and abandonments were tax-effected at the effective tax rate of (2.5)%.
(e) LTM indicates amounts for the trailing 12 months.
3


Nine Months Ended June 30,
20262025Change*
New home orders, net of cancellations2,711 2,891 (6.2)%
Cancellation rates15.7 %17.7 %(200) bps
LTM orders per community per month1.8 2.0 (8.9)%
Land acquisition and land development spending (in millions)$567.2 $562.2 0.9 %
Total home closings2,353 3,021 (22.1)%
ASP from closings (in thousands)$530.5 $513.7 3.3 %
Homebuilding revenue (in millions)$1,248.4 $1,551.8 (19.6)%
Homebuilding gross margin12.2 %14.6 %(240) bps
Homebuilding gross margin, excluding I&A (Non-GAAP)12.4 %15.2 %(280) bps
Homebuilding gross margin, excluding I&A and interest amortized to cost of sales (Non-GAAP)15.6 %18.3 %(270) bps
SG&A expenses as a percentage of total revenue15.6 %13.0 %260 bps
(Loss) income before income taxes (in millions)$(60.1)$14.8 
n/m(a)
Benefit from income taxes (in millions)(b)
$(22.4)$(0.8)2,859.4 %
Net (loss) income (in millions)$(37.7)$15.6 
n/m(a)
Basic (loss) income per share$(1.36)$0.52 
n/m(a)
Diluted (loss) income per share$(1.36)$0.52 
n/m(a)
(Loss) income before income taxes (in millions)$(60.1)$14.8 
n/m(a)
Loss on debt extinguishment, net (in millions)$(0.7)$— 
n/m(a)
Inventory impairments and abandonments (in millions)$(6.0)$(10.9)(44.7)%
(Loss) income excluding loss on debt extinguishment and inventory impairments and abandonments before income taxes (in millions)(c) (Non-GAAP)
$(53.4)$25.7 
n/m(a)
(Loss) income excluding loss on debt extinguishment and inventory impairments and abandonments after income taxes (in millions)(c)(d) (Non-GAAP)
$(33.6)$24.7 
n/m(a)
Adjusted EBITDA (in millions) (Non-GAAP)$7.0 $94.0 (92.6)%
* Change and totals are calculated using unrounded numbers.
(a) n/m - indicates the percentage is "not meaningful."
(b) The Company's effective tax rate for the nine months ended June 30, 2026 was impacted by a change in the approach used to calculate the interim income tax provision, reducing comparability with the prior year period. Refer to Note 10 to the condensed consolidated financial statements within the Company's Form 10-Q for the quarter ended June 30, 2026 for additional details.
(c) Management believes that these measures assist investors in understanding and comparing the operating characteristics of homebuilding activities by eliminating the differences in companies' respective level of loss on debt extinguishment and inventory impairments and abandonments. These measures should not be considered alternatives to income from continuing operations before income taxes and income from continuing operations after income taxes determined in accordance with GAAP as indicators of operating performance.
(d) For the nine months ended June 30, 2026, loss on debt extinguishment and inventory impairments and abandonments were tax-effected at the effective tax rate of 37.4%. For the nine months ended June 30, 2025, inventory impairments and abandonments were tax-effected at the effective tax rate of (2.5)%.

4


As of June 30,
20262025Change
Backlog units1,303 1,352 (3.6)%
Dollar value of backlog (in millions)$758.5 $742.5 2.2 %
ASP in backlog (in thousands)$582.1 $549.2 6.0 %
Land and lots controlled24,489 27,794 (11.9)%
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. Our 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. Learn more at beazer.com or follow us @BeazerHomes.
This press release contains forward-looking statements. These forward-looking statements represent our expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among other things:
risks related to the transactions contemplated by the Merger Agreement (the “Transactions”), including but not limited to (i) the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect our businesses and the price of the shares of our common stock; (ii) the risk that the Merger Agreement may be terminated in circumstances that require us to pay a termination fee; (ii) unanticipated difficulties or expenditures relating to the Transactions, including the response of business partners and competitors to the announcement of the Transactions or difficulties in employee retention as a result of the announcement and pendency of the Transactions; (iv) risks related to diverting management’s attention from ongoing business operations; (v) the risk of any litigation relating to the Transactions; and (vii) risks relating to certain restrictions during the pendency of the Transactions that limit the ability of the Company to pursue certain business opportunities or strategic transactions;
macroeconomic uncertainty, including high levels of inflation, elevated interest rates and insurance costs, stock market volatility, enhanced and/or altered government regulation resulting from legislation and/or executive orders, and historic changes in U.S. trade policy, negatively impacting consumer sentiment and softening demand for the homes we sell;
elevated mortgage interest rates for prolonged periods, as well as further increases to, and reduced availability of, mortgage financing;
supply chain challenges (including as a result of U.S. trade policies and retaliatory responses from other countries) negatively impacting our homebuilding production, including shortages of raw materials and other critical components such as windows, doors, and appliances;
our ability to meet or achieve our sustainability related goals, aspirations, initiatives, and our public statements and disclosures regarding them;
geopolitical disruptions, acts of war, terrorist attacks and other geopolitical developments outside the Company’s control, including the ongoing military conflicts between Russia and Ukraine and in the Middle East, which have heightened, and may continue to heighten, existing economic uncertainty and contribute to increases in mortgage rates, higher energy prices, and other adverse macroeconomic pressures;
inaccurate estimates related to homes to be delivered in the future (backlog), as they are subject to various cancellation risks that cannot be fully controlled;
factors affecting margins, such as adjustments to home pricing, increased sales incentives and mortgage rate buy down programs in order to remain competitive;
decreased revenues;
decreased land values underlying land option agreements;
increased land development costs in communities under development or delays or difficulties in implementing initiatives to reduce our cycle times and production and overhead cost structures;
not being able to pass on cost increases (including cost increases due to increasing the energy efficiency of our homes) through pricing increases;
the availability and cost of land and the risks associated with the future value of our inventory, including impairments and abandonment charges;
5


our ability to raise debt and/or equity capital, due to factors such as limitations in the capital markets (including market volatility), adverse credit market conditions and financial institution disruptions, and our ability to otherwise meet our ongoing liquidity needs (which could cause us to fail to meet the terms of our covenants and other requirements under our various debt instruments and therefore trigger an acceleration of a significant portion or all of our outstanding debt obligations), including the impact of any downgrades of our credit ratings or reduction in our liquidity levels;
market perceptions regarding any capital raising initiatives we may undertake (including future issuances of equity or debt capital);
inefficient or ineffective allocation of capital, including with respect to planned share repurchases;
market conditions and other factors outside our control that adversely impact our ability to execute on our planned share repurchases or asset sales;
changes in tax laws, such as the One Big Beautiful Bill Act (OBBBA), or otherwise regarding the deductibility of mortgage interest expenses and real estate taxes, including those resulting from regulatory guidance and interpretations issued with respect thereto, such as the IRS's guidance regarding heightened qualification requirements for federal credits for building energy-efficient homes;
increased competition or delays in reacting to changing consumer preferences in home design;
natural disasters, severe weather, or other related events that could result in delays in land development or home construction, increase our costs or decrease demand in the impacted areas;
shortages of or increased costs for labor used in housing production, including as a result of federal or state legislation, and/or enforcement, and the level of quality and craftsmanship provided by such labor;
the potential recoverability of our deferred tax assets;
potential delays or increased costs in obtaining necessary permits as a result of changes to, or complying with, laws, regulations or governmental policies, and possible penalties for failure to comply with such laws, regulations or governmental policies, including those related to the environment;
the results of litigation or government proceedings and fulfillment of any related obligations;
the impact of construction defect and home warranty claims;
the cost and availability of insurance and surety bonds, as well as the sufficiency of these instruments to cover potential losses incurred;
the impact of information technology failures, cybersecurity issues or data security breaches, including cybersecurity incidents deploying evolving artificial intelligence tools and incidents impacting third-party service providers that we depend on to conduct our business;
the impact of governmental regulations on homebuilding in key markets, such as regulations limiting the availability of water and electricity (including availability of electrical equipment such as transformers and meters); and
the success of our sustainability initiatives, as well as the success of any other related partnerships or pilot programs we may enter into in order to increase the energy efficiency of our homes.
Any forward-looking statement, including any statement expressing confidence regarding future outcomes, speaks only as of the date on which such statement is made and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible to predict all such factors.

CONTACT: Beazer Homes USA, Inc.
David I. Goldberg
Sr. Vice President & Chief Financial Officer
770-829-3700

Mark Chekanow, CFA
Vice President, Investor Relations
917-365-0085

investor.relations@beazer.com

-Tables Follow-
6


BEAZER HOMES USA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months EndedNine Months Ended
June 30,June 30,
 in thousands (except per share data)2026202520262025
Total revenue$516,306 $545,367 $1,289,643 $1,579,659 
Home construction and land sales expenses447,863 462,448 1,131,631 1,338,136 
Inventory impairments and abandonments2,342 10,339 6,007 10,867 
Gross profit66,101 72,580 152,005 230,656 
Commissions17,156 18,615 42,562 53,511 
General and administrative expenses55,386 53,104 158,569 152,075 
Depreciation and amortization4,924 4,571 13,050 13,273 
Operating (loss) income(11,365)(3,710)(62,176)11,797 
Loss on extinguishment of debt, net(668)— (668)— 
Other income, net1,532 1,204 2,743 3,031 
(Loss) income before income taxes(10,501)(2,506)(60,101)14,828 
Benefit from income taxes(6,274)(2,182)(22,373)(756)
Net (loss) income$(4,227)$(324)$(37,728)$15,584 
Weighted-average number of shares:
Basic26,510 29,440 27,813 29,996 
Diluted26,510 29,440 27,813 30,238 
(Loss) income per share:
Basic$(0.16)$(0.01)$(1.36)$0.52 
Diluted(0.16)(0.01)(1.36)0.52 

Three Months EndedNine Months Ended
June 30,June 30,
Capitalized Interest in Inventory2026202520262025
Capitalized interest in inventory, beginning of period$147,786 $134,292 $131,845 $124,182 
Interest incurred25,458 22,441 67,214 64,219 
Capitalized interest impaired(192)(1,096)(293)(1,096)
Capitalized interest amortized to home construction and land sales expenses(16,498)(17,878)(42,212)(49,546)
Capitalized interest in inventory, end of period$156,554 $137,759 $156,554 $137,759 


7


BEAZER HOMES USA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
in thousands (except share and per share data)June 30, 2026September 30, 2025
ASSETS
Cash and cash equivalents$124,641 $214,705 
Restricted cash3,418 3,866 
Accounts receivable (net of allowance of $260 and $266, respectively)
96,621 78,145 
Income tax receivable2,309 — 
Inventory2,369,470 2,029,433 
Deferred tax assets, net166,191 142,647 
Property and equipment, net55,262 47,945 
Operating lease right-of-use assets29,572 34,987 
Goodwill11,376 11,376 
Other assets45,890 46,604 
Total assets$2,904,750 $2,609,708 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable$177,337 $143,481 
Operating lease liabilities26,345 27,762 
Other liabilities144,946 160,445 
Total debt (net of debt issuance costs of $10,888 and $6,611, respectively)
1,409,132 1,029,114 
Total liabilities1,757,760 1,360,802 
Stockholders’ equity:
Preferred stock (par value $0.01 per share, 5,000,000 shares authorized, no shares issued) — 
Common stock (par value $0.001 per share, 63,000,000 shares authorized, 27,330,791 issued and outstanding and 29,762,293 issued and outstanding, respectively)
27 30 
Paid-in capital760,918 825,103 
Retained earnings386,045 423,773 
Total stockholders’ equity1,146,990 1,248,906 
Total liabilities and stockholders’ equity$2,904,750 $2,609,708 
Inventory Breakdown
Homes under construction$934,394 $692,327 
Land under development1,054,354 1,065,702 
Land held for future development19,489 19,489 
Land held for sale87,542 47,368 
Capitalized interest156,554 131,845 
Model homes92,321 72,702 
Land not owned under option agreements24,816 — 
Total inventory$2,369,470 $2,029,433 


 
8


BEAZER HOMES USA, INC.
SUPPLEMENTAL OPERATING AND FINANCIAL DATA
Three Months Ended June 30,Nine Months Ended June 30,
SELECTED OPERATING DATA2026202520262025
Closings:
West region527 647 1,422 1,935 
East region187 256 525 687 
Southeast region182 132 406 399 
Total closings896 1,035 2,353 3,021 
New orders, net of cancellations:
West region520 482 1,577 1,736 
East region220 224 645 708 
Southeast region160 155 489 447 
Total new orders, net900 861 2,711 2,891 

As of June 30,
Backlog units:20262025
West region680 766 
East region348 336 
Southeast region275 250 
Total backlog units1,303 1,352 
Aggregate dollar value of homes in backlog (in millions)$758.5 $742.5 
ASP in backlog (in thousands)$582.1 $549.2 

in thousandsThree Months Ended June 30,Nine Months Ended June 30,
SUPPLEMENTAL FINANCIAL DATA2026202520262025
Homebuilding revenue:
West region$277,527 $322,935 $729,021 $979,939 
East region106,190 145,587 290,097 374,571 
Southeast region107,153 66,868 229,242 197,334 
Total homebuilding revenue$490,870 $535,390 $1,248,360 $1,551,844 
Revenue:
Homebuilding$490,870 $535,390 $1,248,360 $1,551,844 
Land sales and other25,436 9,977 41,283 27,815 
Total revenue$516,306 $545,367 $1,289,643 $1,579,659 
Gross profit:
Homebuilding$66,623 $72,474 $151,678 $226,581 
Land sales and other(522)106 327 4,075 
Total gross profit$66,101 $72,580 $152,005 $230,656 

9


Reconciliation of homebuilding gross profit and homebuilding gross margin (GAAP measures) to homebuilding gross profit and the related gross margin excluding impairments and abandonments and interest amortized to cost of sales (non-GAAP measures) is provided for each period discussed below. Management believes that this information assists investors in comparing the operating characteristics of homebuilding activities by eliminating many of the differences in companies' respective level of impairments and level of debt. These non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
Three Months Ended June 30,Nine Months Ended June 30,
in thousands2026202520262025
Homebuilding gross profit/margin (GAAP)$66,623 13.6 %$72,474 13.5 %$151,678 12.2 %$226,581 14.6 %
Inventory impairments and abandonments (I&A)  8,873 2,620 9,401 
Homebuilding gross profit/margin excluding I&A (Non-GAAP)66,623 13.6 %81,347 15.2 %154,298 12.4 %235,982 15.2 %
Interest amortized to cost of sales16,103 17,383 40,944 48,519 
Homebuilding gross profit/margin excluding I&A and interest amortized to cost of sales (Non-GAAP)$82,726 16.9 %$98,730 18.4 %$195,242 15.6 %$284,501 18.3 %
Reconciliation of Net (Loss) Income (GAAP measure) to Adjusted EBITDA (Non-GAAP measure) is provided for each period discussed below. Management believes that Adjusted EBITDA assists investors in understanding and comparing core operating results and underlying business trends by eliminating many of the differences in companies' respective capitalization, tax position, level of impairments, and other non-recurring items. This non-GAAP financial measure may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
Three Months Ended June 30,Nine Months Ended June 30,
LTM Ended June 30,(a)
in thousands202620252026202520262025
Net (loss) income (GAAP)$(4,227)$(324)$(37,728)$15,584 $(7,724)$67,650 
(Benefit) expense from income taxes(6,274)(2,182)(22,373)(756)(26,355)7,781 
Interest amortized to home construction and land sales expenses and capitalized interest impaired16,690 18,974 42,505 50,642 70,729 74,347 
EBIT (Non-GAAP)6,189 16,468 (17,596)65,470 36,650 149,778 
Depreciation and amortization4,924 4,571 13,050 13,273 18,945 18,442 
EBITDA (Non-GAAP)11,113 21,039 (4,546)78,743 55,595 168,220 
Stock-based compensation expense1,711 1,817 5,141 5,442 7,037 7,297 
Loss on extinguishment of debt, net668 — 668 — 668 — 
Inventory impairments and abandonments(b)
2,150 9,243 5,714 9,771 7,440 11,567 
Adjusted EBITDA (Non-GAAP)$15,642 $32,099 $6,977 $93,956 $70,740 $187,084 
(a) "LTM" indicates amounts for the trailing 12 months.
(b) In periods during which we impaired certain of our inventory assets, capitalized interest that is impaired is included in the line above titled "Interest amortized to home construction and land sales expenses and capitalized interest impaired."
10


Reconciliation of total debt to total capitalization ratio (GAAP measure) to net debt to net capitalization ratio (non-GAAP measure) is provided for each period below. Management believes that net debt to net capitalization ratio is useful in understanding the leverage employed in our operations and as an indicator of our ability to obtain financing. This non-GAAP financial measure may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
in thousandsAs of June 30, 2026As of June 30, 2025
Total debt (GAAP)$1,409,132 $1,143,173 
Stockholders' equity (GAAP)1,146,990 1,217,031 
Total capitalization (GAAP)$2,556,122 $2,360,204 
Total debt to total capitalization ratio (GAAP)55.1 %48.4 %
Total debt (GAAP)$1,409,132 $1,143,173 
Less: cash and cash equivalents (GAAP)124,641 82,932 
Net debt (Non-GAAP)1,284,491 1,060,241 
Stockholders' equity (GAAP)1,146,990 1,217,031 
Net capitalization (Non-GAAP)$2,431,481 $2,277,272 
Net debt to net capitalization ratio (Non-GAAP)52.8 %46.6 %


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