Beazer Homes director Kelley’s shares convert at $33.50

The merger terms provide $33.50 in cash per common share, while restricted stock awards convert to cash after applicable withholding.

Rhea-AI Filing Summary

Beazer Homes USA Inc. (BZH) director John J. Kelley III reported a disposition to the issuer of 15,917 common shares on October 20, 2026. At the merger’s effective time, each share was canceled and converted into the right to receive $33.50 in cash, without interest, subject to applicable withholding taxes. A separate reported disposition covered 7,199 shares tied to restricted stock awards; those awards were canceled and converted into a cash amount based on the shares covered multiplied by the merger consideration, less applicable withholding taxes.

Insider Trade Summary

Disposition: 23,116 shares

Disposition 2 txns

Insider KELLEY JOHN J III

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2	15,917	--	--
Disposition	Common Stock F1, F3	7,199	--	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (3)

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. 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.

Key Figures

Common shares reported as disposed: 15,917 shares Shares tied to restricted stock awards: 7,199 shares Merger consideration: $33.50 per share

3 metrics

Common shares reported as disposed 15,917 shares October 20, 2026; converted into the right to receive merger consideration

Shares tied to restricted stock awards 7,199 shares October 20, 2026; awards converted into a cash amount under the merger terms

Merger consideration $33.50 per share Cash consideration for each reported outstanding common share

Key Terms

Merger Consideration, Effective Time, restricted stock awards

3 terms

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 "Effective Time")"

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.

restricted stock awards financial

"each of these restricted stock awards ("Company RSA")"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

FAQ

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

How many shares did BZH director John J. Kelley III report in the merger?

The Form 4 reports disposition of 15,917 common shares and a separate 7,199 shares tied to restricted stock awards on October 20, 2026.

What merger consideration applied to John J. Kelley III’s BZH shares?

Each reported common share was canceled and converted into the right to receive $33.50 in cash, without interest and subject to applicable withholding taxes. Restricted stock awards were converted into a cash amount based on covered shares multiplied by the merger consideration, less applicable taxes required to be withheld.

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

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Available on EDGAR 10/20/2026 - 09:15 AM EDT Accepted by SEC EDGAR 10/20/2026 - 09:14 AM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

KELLEY JOHN J III

(Last) (First) (Middle)

2002 SUMMIT BLVD

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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/20/2026		D		15,917	D	(1)(2)	7,199	D
Common Stock	10/20/2026		D		7,199	D	(1)(3)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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. 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, Attorney-in-Fact	10/20/2026
	** Signature of Reporting Person	Date
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)