Beazer Homes: Dunn’s shares converted at $33.50
Merger terms set $33.50 cash consideration per common share; option payment applied only where consideration exceeded the exercise price.
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Form Type
4
Rhea-AI Filing Summary
Beazer Homes USA Inc. SVP, GC and Corp Secretary Michael Anthony Dunn reported dispositions on October 20, 2026, in connection with the merger with Dream Finders Homes, Inc. Beazer Homes continued as the surviving corporation and a wholly owned subsidiary of Dream Finders Homes. Dunn’s 8,432 common shares were canceled and converted into the right to receive $33.50 per share in cash, subject to applicable withholding taxes. His 14,125 restricted stock awards and 11,952 performance-based restricted stock awards were converted into cash based on the merger consideration, less applicable withholding. His 449 options, with a $21.95 exercise price, were canceled and converted into cash to the extent the merger consideration exceeded the exercise price, less applicable withholding taxes.
Insider Trade Summary
Disposition: 34,958 shares
Disposition
4 txns
Insider
Dunn Michael Anthony
Role
SVP, GC and Corp Secretary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option Right to Buy F5 | 449 | -- | -- |
| Disposition | Common Stock F1, F2 | 8,432 | -- | -- |
| Disposition | Common Stock F1, F3 | 14,125 | -- | -- |
| Disposition | Common Stock F1, F4 | 11,952 | -- | -- |
Holdings After Transaction:
Stock Option Right to Buy — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (5)
- 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.
- 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").
- 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.
- F4. Immediately prior to the Effective Time, each of these performance-based restricted stock awards ("Company PSA"), 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 total number of shares of Common Stock subject to such Company PSA (with the performance conditions for any uncompleted periods deemed achieved at target level), multiplied by (B) the Merger Consideration, less applicable taxes required to be withheld with respect to such payment.
- F5. Immediately prior to the Effective Time, each option to purchase shares of Common Stock granted under the Company's equity plans (each, a "Company Option") that was outstanding and unexercised, whether vested or unvested, as of immediately prior to the Effective Time was fully vested, cancelled and converted into the right to receive an amount in cash (without interest), if any, equal to the product of (A) the total number of shares of Common Stock subject to such Company Option, multiplied by (B) the excess, if any, of the Merger Consideration over the exercise price per share under such Company Option, less applicable taxes required to be withheld with respect to such payment; provided, however, that any Company Option which had a per share exercise price that was greater than or equal to the Merger Consideration was cancelled at the Effective Time for no consideration or payment.
Key Figures
Common shares disposed: 8,432 shares
Restricted stock awards: 14,125 shares
Performance-based restricted stock awards: 11,952 shares
+3 more
6 metrics
Common shares disposed
8,432 shares
Reported October 20, 2026
Restricted stock awards
14,125 shares
Reported October 20, 2026
Performance-based restricted stock awards
11,952 shares
Reported October 20, 2026
Options disposed
449 options
Reported October 20, 2026
Merger Consideration
$33.50 per share
Cash consideration for each reported common share
Option exercise price
$21.95 per share
Exercise price for the reported options
Key Terms
Merger Consideration, Company RSA, Company PSA, Company Option, +1 more
5 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.
Company RSA financial
"these restricted stock awards ("Company RSA")"
Company PSA financial
"these performance-based restricted stock awards ("Company PSA")"
Company Option financial
"each, a "Company Option""
Effective Time technical
"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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were BZH performance-based restricted stock awards treated under the merger?
The 11,952 performance-based restricted stock awards were converted into cash based on the merger consideration, less applicable withholding taxes. For any uncompleted periods, performance conditions were deemed achieved at target level.
AI-generated analysis. How Rhea-AI works. Not financial advice.
