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Beazer Homes director shares converted at $33.50

The merger terms set cash consideration at $33.50 per common share and also provided for cash settlement of the restricted stock awards.

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Form Type
4

Rhea-AI Filing Summary

Beazer Homes USA Inc. director Lloyd Emerson Johnson reported dispositions dated October 20, 2026, in connection with the merger. The reported transactions included 34,630 directly held common shares, 45,000 shares held through The Juanita Johnson Trust (with zero trust-held shares following the transaction), and 7,199 shares subject to restricted stock awards. At the merger’s effective time, each reported outstanding common share was cancelled and converted into the right to receive $33.50 in cash per share, without interest and subject to applicable withholding taxes. The restricted stock awards were converted into cash based on the same per-share consideration, less applicable taxes required to be withheld.

Insider Johnson Lloyd Emerson
Role Director
Type Security Shares Price Value
Disposition Common Stock F1, F2 34,630 -- --
Disposition Common Stock F1, F2, F3 45,000 -- --
Disposition Common Stock F1, F4 7,199 -- --
Holdings After Transaction: Common Stock — 0 shares (Indirect, Juanita Johnson Trust); Common Stock — 0 shares (Direct)
Footnotes (4)
  1. F1. This Form 4 reports transactions in securities of Beazer Homes USA, Inc. (the "Company") pursuant to the Agreement and Plan of Merger, dated as of August 6, 2026 (the "Merger Agreement"), by and among the Company, Dream Finders Homes, Inc. ("Parent") and Bulldogs Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.
  2. F2. At the effective time of the Merger (the "Effective Time"), each outstanding share of Company common stock, par value $0.001 per share ("Common Stock"), reported in this Form 4 was cancelled and automatically converted into the right to receive $33.50 in cash, without interest, subject to any applicable withholding taxes (such amount per share, the "Merger Consideration").
  3. F3. Shares held through The Juanita Johnson Trust
  4. F4. Immediately prior to the Effective Time, each of these restricted stock awards ("Company RSA"), whether vested or unvested, that was outstanding as of immediately prior to the Effective Time was 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 of Common Stock subject to such Company RSA, multiplied by (B) the Merger Consideration, less applicable taxes required to be withheld with respect to such payment.
Directly held common shares disposed 34,630 shares Transaction dated October 20, 2026
Common shares held through The Juanita Johnson Trust 45,000 shares Transaction dated October 20, 2026
Trust-held shares after transaction 0 shares Reported post-transaction position
Shares subject to restricted stock awards 7,199 shares Transaction dated October 20, 2026
Merger Consideration $33.50 per share Cash consideration for reported common shares and the basis for restricted stock award settlement
Merger Consideration financial
"such amount per share, the Merger Consideration"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Effective Time financial
"At the effective time of the Merger"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Company RSA financial
"restricted stock awards (Company RSA)"

FAQ

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

What shares did BZH director Lloyd Emerson Johnson report disposing of?

Johnson’s reported transactions included 34,630 directly held common shares, 45,000 shares held through The Juanita Johnson Trust, and 7,199 shares subject to restricted stock awards. The reported post-transaction holding for the trust-held shares was zero.

What merger consideration applied to BZH common shares?

At the merger’s effective time, each reported outstanding common share was cancelled and converted into the right to receive $33.50 in cash per share, without interest and subject to applicable withholding taxes.

How were BZH restricted stock awards settled in the merger?

The restricted stock awards were cancelled and converted into cash equal to the aggregate number of shares subject to the awards multiplied by the $33.50 Merger Consideration, less applicable taxes required to be withheld.

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

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Johnson Lloyd Emerson

(Last)(First)(Middle)
2002 SUMMIT BLVD., NE
15TH FLOOR

(Street)
ATLANTA GEORGIA 30319

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
BEAZER HOMES USA INC [ BZH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock10/20/2026D34,630D(1)(2)7,199D
Common Stock10/20/2026D45,000D(1)(2)0IJuanita Johnson Trust(3)
Common Stock10/20/2026D7,199D(1)(4)0D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. This Form 4 reports transactions in securities of Beazer Homes USA, Inc. (the "Company") pursuant to the Agreement and Plan of Merger, dated as of August 6, 2026 (the "Merger Agreement"), by and among the Company, Dream Finders Homes, Inc. ("Parent") and Bulldogs Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.
2. At the effective time of the Merger (the "Effective Time"), each outstanding share of Company common stock, par value $0.001 per share ("Common Stock"), reported in this Form 4 was cancelled and automatically converted into the right to receive $33.50 in cash, without interest, subject to any applicable withholding taxes (such amount per share, the "Merger Consideration").
3. Shares held through The Juanita Johnson Trust
4. Immediately prior to the Effective Time, each of these restricted stock awards ("Company RSA"), whether vested or unvested, that was outstanding as of immediately prior to the Effective Time was 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 of Common Stock subject to such Company RSA, multiplied by (B) the Merger Consideration, less applicable taxes required to be withheld with respect to such payment.
Remarks:
/s/ Kristi O. Crawford, as attorney-in-fact10/20/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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