Beazer Homes USA Inc. director June Sauvaget reported dispositions of 8,942 Common Stock shares and 7,199 shares subject to restricted stock awards on October 20, 2026, in connection with the merger. Each reported Common Stock share was cancelled and automatically converted into the right to receive $33.50 in cash, without interest and subject to applicable withholding taxes. The reported restricted stock awards were cancelled and converted into cash equal to the number of shares subject to each award multiplied by the merger consideration, less applicable withholding taxes. No Rule 10b5-1 plan is reported.
Beazer Homes USA Inc. (BZH) director Alyssa P. Steele reported the disposition of 8,942 shares of common stock on October 20, 2026. At the merger’s effective time, each share was cancelled and converted into the right to receive $33.50 in cash, without interest and subject to applicable withholding taxes. Separately, 7,199 shares subject to restricted stock awards were cancelled and converted into cash based on that per-share consideration, less applicable withholding taxes.
Beazer Homes USA Inc. reported merger-related cancellation and cash conversion of shares in transactions dated October 20, 2026. The Charles C. Winkle Revocable Trust’s 68,474 common shares were converted into the right to receive $33.50 per share in cash, without interest and subject to applicable withholding taxes.
Separately, 7,199 shares subject to C. Christian Winkle’s restricted stock awards were cancelled and converted into cash based on the same per-share merger consideration, less applicable withholding. The reported post-transaction positions were zero shares for both the trust and the direct position. Under the merger agreement, Dream Finders Homes, Inc. was the Parent, and Beazer continued as its wholly owned subsidiary.
Beazer Homes USA Inc. VP & Chief Accounting Officer Pei Sun reported that 22,877 common shares were canceled in the merger with Dream Finders Homes, Inc. on October 20, 2026, converting into the right to receive $33.50 per share in cash, without interest and subject to applicable withholding taxes. The report also lists 1,614 shares tied to restricted stock awards and 2,988 shares tied to performance-based restricted stock awards, canceled for cash consideration; incomplete performance periods were deemed achieved at target.
Beazer Homes USA, Inc. (BZH) completed its merger with Dream Finders Homes, Inc. on October 20, 2026, and became a wholly owned subsidiary of Dream Finders Homes. Each eligible Beazer share issued and outstanding immediately before the merger converted into the right to receive $33.50 in cash, without interest and subject to required withholding taxes. Treasury shares, shares held by Dream Finders Homes, Merger Sub or specified wholly owned subsidiaries, and properly perfected appraisal shares were excluded; appraisal holders became entitled to rights under Delaware law.
All outstanding obligations due under Beazer’s Credit Agreement were repaid in full and the agreement was terminated. Dream Finders Homes deposited sufficient funds with the trustee to fund redemption of the outstanding 2029 Notes, described as $350 million aggregate principal amount of 7.250% Senior Notes due 2029. Trading in Beazer shares was halted before the October 20 opening. Beazer requested NYSE suspension and a Form 25 delisting filing; delisting will be effective 10 days after Form 25 is filed. Beazer expects to file Form 15 after that effectiveness to seek termination of registration and suspension of reporting obligations for the shares.
Beazer Homes USA, Inc. (BZH) stockholders approved the Merger Agreement Proposal at the October 15, 2026 special meeting, with 21,541,108 votes for, 12,898 against and 32,312 abstentions. They also approved the Compensation Proposal, with 17,294,632 votes for, 4,275,714 against and 15,972 abstentions. As of September 14, 2026, 26,679,623 common shares were outstanding and entitled to vote; holders of 80.90% of the votes entitled to be cast were represented, constituting a quorum. The Adjournment Proposal was not submitted because sufficient votes were available to approve the merger proposal.
Beazer expects to announce consummation of the merger within the coming days, subject to satisfaction of certain customary closing conditions. The Merger Agreement provides for closing on the third business day after closing conditions are satisfied or waived, unless Beazer and Parent agree in writing to another date; conditions intended to be met at closing remain subject to fulfillment or waiver at closing. Upon completion, Beazer will become privately held and its common stock will no longer trade on the New York Stock Exchange.
Beazer Homes USA, Inc. (BZH) issued a conditional notice to redeem the $350.0 million aggregate principal amount of its outstanding 7.250% Senior Notes due 2029 on October 20, 2026. The redemption price is 101.208% of the principal amount redeemed, plus accrued and unpaid interest to the Redemption Date.
The redemption depends on substantially concurrent completion on that date of Dream Finders Homes, Inc.’s merger with Bulldogs Merger Sub, Inc., with Beazer continuing as the surviving corporation and a wholly owned Dream Finders subsidiary, and receipt by Beazer or another party on its behalf of funds that, together with cash on hand, are sufficient to fund the aggregate redemption price. The notes will not be deemed due and payable on October 20 unless this Merger Condition is satisfied or waived by Beazer in its sole discretion.
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. (BZH) has called a special virtual stockholder meeting on October 15, 2026 to vote on a proposed all-cash acquisition by Dream Finders Homes, Inc. Under the Merger Agreement, Bulldogs Merger Sub, a DFH subsidiary, will merge into Beazer, which will become a wholly owned DFH subsidiary.
At closing, each share of Beazer common stock will be converted into the right to receive $33.50 in cash, without interest and subject to withholding taxes, except for treasury and certain affiliated shares and any shares whose holders properly exercise appraisal rights under Delaware law. Beazer’s board unanimously determined the merger is fair and in stockholders’ best interests and recommends voting FOR the merger, the advisory compensation vote, and the adjournment proposal.
Approval requires a majority of the 26,679,623 shares outstanding as of September 14, 2026; failure to vote has the same effect as voting against the merger. Directors and executive officers hold about 8.5% of shares and are expected to support the deal, and DFH has agreed to vote its roughly 3.5% stake in favor. DFH has financing commitments and no financing condition to close. If the merger is not completed, Beazer will remain an independent, NYSE-listed company, and in certain circumstances Beazer may owe DFH a $31.3 million termination fee.
Beazer Homes USA, Inc. (BZH) has agreed to be acquired by Dream Finders Homes, Inc. for an all-cash price of $33.50 per share under an Agreement and Plan of Merger dated August 6, 2026. A special virtual meeting in 2026 will ask stockholders to adopt the Merger Agreement, approve a non-binding advisory vote on change-in-control compensation, and approve potential adjournments.
If approved and completed, a DFH subsidiary will merge into Beazer, which will become a wholly owned DFH subsidiary, its common stock will be delisted from the NYSE and deregistered, and stockholders will receive cash for their shares (subject to tax and limited appraisal rights under Delaware law). The board unanimously recommends voting FOR all proposals, and DFH has entered into a voting and support agreement covering its existing Beazer holdings. The merger is subject to stockholder approval, antitrust clearance under the HSR Act, and customary closing conditions; there is no financing condition, and under specified circumstances Beazer may owe DFH a $31.3 million termination fee.