Beazer Homes (NYSE: BZH) shareholders back extended NOL protection steps

Rhea-AI Filing Summary

Beazer Homes USA, Inc. reported results of its 2026 Annual Meeting, where stockholders approved a charter amendment extending protective provisions aimed at preserving the company’s net tax deferred assets, including NOLs and Energy-Efficiency Tax Credits. These provisions limit or prohibit stock transfers that would affect ownership levels at or above 4.95% of the company’s shares. The company filed the Certificate of Amendment on February 5, 2026, with effectiveness on February 6, 2026. All nine director nominees were elected, advisory approval was given for executive compensation for fiscal 2025, Deloitte & Touche LLP was ratified as independent auditor for fiscal 2026, and stockholders approved both the Charter Amendment and the Rights Agreement for protection of NOLs and Energy-Efficiency Tax Credits. A total of 25,342,067 shares were represented at the meeting.

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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): February 5, 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)

☐ 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2026 Annual Meeting of Stockholders of Beazer Homes USA, Inc. (the "Company") held on February 5, 2026, the stockholders approved an amendment of the Company’s Amended and Restated Certificate of Incorporation for the purpose of extending the protective provisions contained in our charter that expired in November 2025 (the "Protective Amendment Extension"). The Protective Amendment Extension is designed to assist in protecting the value of our net tax deferred assets, including NOLs and Energy-Efficiency Tax Credits, by limiting and/or prohibiting transfers of our stock that could affect the percentage of stock that is treated as being owned by a holder of 4.95% of the Company's shares.

On February 5, 2026, the Company filed with the Delaware Secretary of State a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect the Protective Amendment Extension. The Protective Amendment Extension will become effective on February 6, 2026.

A copy of the Certificate of Amendment, dated February 5, 2026, is attached hereto as Exhibit 3.1. The foregoing summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, which is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 5, 2026, the Company held its 2026 Annual Meeting of Stockholders. A total of 25,342,067 shares were represented in person or by valid proxy at the annual meeting and the Company’s stockholders took the following actions:

1.    Election of Directors. Stockholders elected Howard C. Heckes, Lloyd E. Johnson, John J. Kelley III, Allan P. Merrill, Peter M. Orser, Norma A. Provencio, June Sauvaget, Alyssa P. Steele and C. Christian Winkle to serve as directors until the 2027 Annual Meeting of Stockholders or until their successors are elected and qualified. The vote totals for each of these individuals were:

Director						Shares For						Shares Against						Shares Abstained						Broker Non-Votes
Howard C. Heckes						21,133,666						883,074						14,742						3,310,585
Lloyd E. Johnson						21,076,202						939,438						15,842						3,310,585
John J. Kelley III						21,136,805						879,118						15,559						3,310,585
Allan P. Merrill						20,925,327						1,088,523						17,632						3,310,585
Peter M. Orser						20,855,239						1,160,401						15,842						3,310,585
Norma A. Provencio						20,747,333						1,261,690						22,459						3,310,585
June Sauvaget						21,125,416						889,911						16,155						3,310,585
Alyssa P. Steele						21,131,177						883,708						16,597						3,310,585
C. Christian Winkle						20,986,049						1,029,685						15,748						3,310,585

2.    Vote on Compensation of Named Executive Officers. Stockholders approved the compensation paid to the Company’s named executive officers for the fiscal year ending September 30, 2025. The vote totals were: 19,205,515 shares for, 2,789.842 shares against, 36,025 share abstentions and 3,310,585 broker non-votes.

3.    Ratification of Independent Accountants. Stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026. The vote totals were: 25,131,186 shares for, 206,373 shares against and 4,508 share abstentions.

4.    Adoption of the Charter Amendment. Stockholders approved the adoption of the Charter Amendment for the Protection of NOLs and Energy-Efficiency Tax Credits. The vote totals were: 18,335,332 shares for, 3,658,294 shares against, 37,856 share abstentions and 3,310,585 broker non-votes.

5.    Ratification of Rights Agreement. Stockholders ratified the Rights Agreement for the Protection of NOLs and Energy-Efficiency Tax Credits. The vote totals were: 17,328,702 shares for, 4,665,231 shares against, 37,549 share abstentions and 3,310,585 broker non-votes.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1			Certificate of Amendment, dated February 5, 2026, to the Amended and Restated Certificate of Incorporation of Beazer Homes USA, Inc.
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.

BEAZER HOMES USA, Inc.

Date:

February 5, 2026

By:

/s/ Michael A. Dunn

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

FAQ

What corporate action did Beazer Homes (BZH) stockholders approve regarding NOL protection?

Beazer Homes stockholders approved a Charter Amendment extending protective provisions designed to preserve net tax deferred assets, including NOLs and Energy-Efficiency Tax Credits. The amendment limits or prohibits stock transfers that could change ownership levels for holders of 4.95% or more of company shares.

When does Beazer Homes’ new Protective Amendment Extension become effective?

The Protective Amendment Extension becomes effective on February 6, 2026, following filing of the Certificate of Amendment with the Delaware Secretary of State on February 5, 2026. This timing ensures continuity of protections that previously expired in November 2025 under the company’s charter.

How many shares were represented at Beazer Homes’ 2026 Annual Meeting?

A total of 25,342,067 shares were represented in person or by valid proxy at Beazer Homes’ 2026 Annual Meeting of Stockholders. This share count formed the basis for voting on director elections, executive compensation, auditor ratification, the Charter Amendment, and the Rights Agreement.

Were Beazer Homes’ director nominees elected at the 2026 Annual Meeting?

Yes, stockholders elected all nine director nominees—Howard C. Heckes, Lloyd E. Johnson, John J. Kelley III, Allan P. Merrill, Peter M. Orser, Norma A. Provencio, June Sauvaget, Alyssa P. Steele, and C. Christian Winkle—each to serve until the 2027 Annual Meeting or until their successors are elected and qualified.

Did Beazer Homes (BZH) stockholders approve executive compensation for fiscal 2025?

Stockholders approved the compensation of Beazer Homes’ named executive officers for the fiscal year ending September 30, 2025. The advisory vote totals were 19,205,515 shares for, 2,789.842 shares against, 36,025 share abstentions and 3,310,585 broker non-votes, supporting the company’s pay practices.

Which auditor did Beazer Homes stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as Beazer Homes’ independent registered public accounting firm for the fiscal year ending September 30, 2026. The vote totals were 25,131,186 shares for, 206,373 shares against and 4,508 share abstentions, indicating strong support for retaining Deloitte & Touche LLP.

What actions did Beazer Homes stockholders take on the Rights Agreement for NOL protection?

Beazer Homes stockholders ratified the Rights Agreement for the Protection of NOLs and Energy-Efficiency Tax Credits. The voting results were 17,328,702 shares for, 4,665,231 shares against, 37,549 share abstentions and 3,310,585 broker non-votes, aligning with the charter-based NOL protection framework.