Beazer Homes CFO shares converted at $33.50 each
For uncompleted performance periods, Beazer’s performance-based awards were treated as achieving target before cash conversion.
Sentiment and the balance of points
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Rhea-AI Filing Summary
Beazer Homes USA Inc. (BZH) SVP and Chief Financial Officer David I. Goldberg reported merger-related dispositions dated October 20, 2026. The reported amounts included 134,136 directly held common shares and 1,185 common shares held through David I Goldberg & Susan S. Goldberg JT Ten WROS; each reported outstanding common share was canceled at the merger’s effective time and converted into the right to receive $33.50 in cash, without interest and subject to applicable withholding taxes. The report also covered 50,045 shares subject to restricted stock awards and 56,849 shares subject to performance-based restricted stock awards, canceled and converted into cash under the merger terms, less applicable taxes. Uncompleted performance periods for the performance awards were deemed achieved at target. Goldberg also reported disposition to the issuer of 443 options with a $21.95 exercise price; the options were canceled and converted into cash, if any, based on the excess of merger consideration over exercise price, less applicable taxes. The reported option position following the transaction was 0. Dream Finders Homes, Inc. became Beazer’s parent, with Beazer continuing as the surviving corporation and a wholly owned subsidiary.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option Right to Buy F6 | 443 | -- | -- |
| Disposition | Common Stock F1, F2 | 134,136 | -- | -- |
| Disposition | Common Stock F1, F2, F3 | 1,185 | -- | -- |
| Disposition | Common Stock F1, F4 | 50,045 | -- | -- |
| Disposition | Common Stock F1, F5 | 56,849 | -- | -- |
Footnotes (6)
- 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. (3) Shares held through David I Goldberg & Susan S. Goldberg JT Ten WROS.
- 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.
- F5. 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.
- F6. 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
Key Terms
Merger Consideration financial
Company RSA technical
Company PSA technical
Effective Time technical
Company Option technical
FAQ
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How were BZH performance-based restricted stock awards treated in the merger?
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