Every 8-K that Beazer Homes USA, Inc. New (BZH) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BZH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BZH filings page.
Beazer Homes USA, Inc. (BZH) entered into supplemental indentures with Regions Bank, as trustee, for its 8.000% Senior Notes due 2032 and 7.500% Senior Notes due 2031, after receiving requisite consents from noteholders through a consent solicitation run by Dream Finders Homes, Inc.
The amendments change the definition of “Change of Control” so that the planned merger between Beazer and Dream Finders will not constitute a Change of Control under these note indentures. The supplemental indentures are effective, but the amendments will become operative only when consent fees are paid, which is expected to occur substantially concurrently with consummation of the merger.
Beazer Homes USA, Inc. agreed to be acquired by Dream Finders Homes, Inc. in an all-cash merger under which each outstanding Beazer common share will be converted into $33.50 in cash, valuing the transaction at approximately $2.2 billion. Beazer will survive as a wholly owned subsidiary of Dream Finders and, after closing, its shares will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
Closing is targeted for the fourth quarter of 2026 and is conditioned on majority stockholder approval, antitrust clearance under the HSR Act, absence of legal restraints, accuracy of representations, compliance with covenants, and no Company Material Adverse Effect; the buyer’s obligations are not subject to a financing condition. The agreement includes a $31.3 million termination fee payable by Beazer in specified competing-bid and recommendation-change scenarios, customary no-shop and fiduciary-out provisions, and mutual specific-performance rights. A concurrent bylaw amendment designates Delaware courts as the exclusive forum for most internal corporate claims and U.S. federal courts for Securities Act claims. Dream Finders expects over $100 million in annual run-rate cost synergies and double-digit EPS accretion in the first year post-closing.
Beazer Homes USA, Inc. agreed to be acquired by Dream Finders Homes, Inc. for $33.50 per share in cash, valuing the company at approximately $2.2 billion. The merger is governed by a definitive agreement and remains subject to stockholder approval, regulatory review and other customary closing conditions. Beazer withdrew its financial outlook and cancelled its scheduled earnings call in light of the pending deal.
For fiscal third quarter 2026, Beazer reported a net loss of $4.2 million, or $0.16 per share, compared with a $0.3 million loss a year earlier. Homebuilding revenue was $490.9 million, down 8.3% as closings fell 13.4% to 896 homes, partly offset by a 5.9% increase in average selling price. Adjusted EBITDA declined to $15.6 million from $32.1 million, and LTM Adjusted EBITDA was $70.7 million. Available liquidity totaled $263.8 million, including $124.6 million of cash, and total debt to capitalization was 55.1%.
Beazer Homes USA, Inc. completed a private offering of $400 million aggregate principal amount of 8.000% Senior Unsecured Notes due 2032. The company plans to use the net proceeds to redeem its $357.3 million outstanding 5.875% Senior Notes due 2027 and pay related fees, with any remaining funds for general corporate purposes.
The new notes pay cash interest semi-annually on January 15 and July 15, beginning January 15, 2027, and mature on January 15, 2032. They are senior unsecured obligations, guaranteed on a senior unsecured basis by certain subsidiaries, and issued under an Indenture that includes typical covenants limiting additional debt, liens, dividends, and certain transactions. The Indenture provides change-of-control repurchase rights at 101% of principal and various redemption options, including an equity-funded redemption up to 35% of the notes at 108.000% of principal before July 15, 2028.
Beazer Homes USA, Inc. reported weaker fiscal second quarter 2026 results, swinging to a net loss of $0.9 million, or $0.03 per diluted share, compared with net income of $12.8 million a year earlier.
Homebuilding revenue fell to $397.7 million, down 28.5% year-over-year as home closings dropped 29.8% to 757, partly offset by a 2.0% rise in average selling price to $525.4 thousand. Homebuilding gross margin declined to 12.0%, or 15.6% excluding impairments and interest, reflecting higher price concessions and incentives.
Adjusted EBITDA dropped to $2.6 million from $38.8 million, while SG&A rose to 15.5% of revenue despite lower absolute SG&A expense. Net new orders were 1,048, down 4.6%, and backlog value was $756.1 million, down 9.1%. The company repurchased $30.0 million of stock and ended the quarter with $401.1 million of total liquidity, including $116.4 million of cash, after expanding its revolving credit facility to $525.0 million.
Beazer Homes USA, Inc. amended its senior unsecured revolving credit facility, expanding the available aggregate commitment by $160 million to $525 million. The amendment also extends the facility’s maturity date from March 15, 2028 to March 13, 2030, providing additional liquidity and a longer funding horizon.
The facility is arranged by a syndicate led by JP Morgan Chase Bank, N.A., with Royal Bank of Canada, Truist Bank and Regions Bank serving as syndication agents. Management highlighted that the expanded revolver supports its strategy around community growth, de-leveraging and increasing book value per share.
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.
Beazer Homes USA, Inc. filed a Form 8-K to report that it issued a press release announcing its results of operations for the three months ended December 31, 2025. The company states that this press release is included as Exhibit 99.1 to the report.
The company clarifies that the information provided under this current report, including Exhibit 99.1, is being "furnished" rather than "filed" for purposes of U.S. securities laws, which affects how it may be incorporated by reference into other regulatory filings.
Beazer Homes USA, Inc. announced changes to its Board of Directors. Danny Shepherd will retire from the Board effective at the company’s next annual meeting of stockholders. To maintain board strength, the company has appointed Howard C. Heckes as a new director, effective December 8, 2025.
The Board has determined that Mr. Heckes is independent under New York Stock Exchange listing standards and the company’s Corporate Governance Guidelines. He will receive the same compensation as other non-employee directors and will enter into Beazer’s standard indemnification agreement. The company stated there are no special arrangements or related person transactions connected to his appointment. A press release dated December 9, 2025 provides further detail on these board changes.
Beazer Homes USA, Inc. adopted a new Rights Agreement to protect its tax assets, including net operating loss carryforwards and energy-efficiency tax credits. The company reports approximately $84.1 million in Energy-Efficiency Tax Credits earned under Code 45L, with the final date to earn these credits currently June 30, 2026.
The plan deters any holder from becoming a Section 382 “Acquiring Person” at or above 4.95% ownership without Board approval or a Qualified Offer. One Right will be issued per common share as of November 14, 2025, initially permitting the purchase of 1/1000 of a Series A Junior Participating Preferred Share at a $50.00 purchase price if triggered. Features include a “flip-in” on trigger, Board redemption at $0.001 per Right, and a possible exchange of one common share per Right before 50% ownership is reached.
The agreement will be submitted for stockholder ratification at the 2026 Annual Meeting and will automatically expire if not ratified. If ratified, it expires upon specified events, and in any case no later than November 14, 2028.
Beazer Homes USA, Inc. (BZH) reported that it issued a press release announcing results of operations for the fiscal year ended September 30, 2025. The release is furnished as Exhibit 99.1 to a Form 8-K dated November 13, 2025. The company states the information in Item 2.02, including Exhibit 99.1, is furnished rather than filed under the federal securities laws.