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Dream Finders Homes (NYSE: DFH) makes $704M all-cash bid for Beazer

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Dream Finders Homes, Inc. has publicly proposed acquiring all outstanding shares of Beazer Homes USA in an all-cash transaction at $25.75 per share, a premium of about 40% to Beazer’s May 5, 2026 closing price of $18.35. Based on 27,333,825 Beazer shares outstanding as of April 27, 2026, the proposal implies an equity value of roughly $704 million.

The offer is non-binding, has been unanimously approved by Dream Finders’ board, and is supported by “highly confident” financing letters from Kennedy Lewis, Goldman Sachs and BofA Securities. Dream Finders positions the deal as creating the seventh-largest U.S. homebuilder, highlighting expected cost synergies, a 100% land-light structure and minimal leverage impact, while urging Beazer’s board and shareholders to engage with the proposal.

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Insights

DFH launches a sizable, all-cash bid for Beazer, aiming for scale and synergies but with deal execution still uncertain.

Dream Finders Homes is pursuing a transformative step by proposing an all-cash acquisition of Beazer Homes at $25.75 per share, valuing Beazer’s equity at about $704 million. Management frames the combination as creating the seventh-largest U.S. homebuilder, with complementary geographic footprints and entry-level and move-up product strategies.

The proposal emphasizes a land-light structure, expected cost and purchasing synergies, and minimal impact on DFH’s leverage through land-banking and mezzanine equity. Financing confidence is underpinned by highly confident letters from Kennedy Lewis, Goldman Sachs and BofA Securities. However, Beazer’s board has previously rejected higher offers of $28.50 and $29.00 per share, and there is no agreement in place.

For investors, the key variables are whether Beazer’s board engages, how final terms compare to the current $25.75 indication, and the ultimate integration and synergy delivery if a deal is signed and closed. Subsequent disclosures from both companies will clarify negotiation progress, regulatory paths and the financial profile of any definitive transaction.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Offer price per Beazer share $25.75 per share All-cash proposal for all outstanding Beazer shares
Implied equity value Approximately $704 million Based on 27,333,825 Beazer shares outstanding as of April 27, 2026
Premium to May 5, 2026 close Approximately 40% Vs. Beazer closing price of $18.35 on May 5, 2026
Premium to 30-day VWAP Approximately 25% Vs. Beazer 30-trading-day VWAP of $20.58 ending May 5, 2026
Prior February offer $28.50 per share Initial all-cash proposal, about 25% premium to $22.81 on February 3, 2026
Prior March offer $29.00 per share Second proposal, about 38% premium to $21.06 on March 16, 2026
Beazer adjusted EBITDA change 93% year-over-year decline Quarterly adjusted EBITDA referenced in DFH’s May 5, 2026 letter
Beazer share price move Approximately 13% decrease Change in Beazer stock price since DFH’s previous proposal
all-cash transaction financial
"to acquire all outstanding shares of Beazer Homes USA, Inc. in an all-cash transaction at a price of $25.75 per share"
An all-cash transaction is a deal where the full purchase price is paid immediately in cash or cash equivalents, rather than through financing or installment payments. For investors, this type of transaction often indicates a quick, straightforward sale and can signal confidence from the buyer, potentially affecting the value and perception of the involved assets.
Volume Weighted Average Price financial
"a premium of ~25% to BZH’s 30-day VWAP of $20.58"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
highly confident letters financial
"Kennedy Lewis has provided Dream Finders with a highly confident letter in connection with land bank financing"
land-light model financial
"Dream Finders Homes achieves its growth and returns by maintaining an asset-light homebuilding model"
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On May 11, 2026, Dream Finders Homes, Inc."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"This communication, and other written or oral statements made from time to time by management contain “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
0001825088FALSE00018250882026-05-112026-05-11


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 11, 2026
Dream Finders Homes, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3991685-2983036
(State or other jurisdiction of incorporation)
(Commission
 File Number)
(I.R.S. Employer
 Identification No.)
14701 Phillips Highway, Suite 300
Jacksonville, Florida
32256
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (904) 644-7670
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common StockDFHNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 7.01 Regulation FD Disclosure.
On May 11, 2026, Dream Finders Homes, Inc. (the “Company”) issued a press release announcing that it has submitted a proposal to the board of directors of Beazer Homes USA, Inc. to acquire all outstanding shares of Beazer Homes USA, Inc. in an all-cash transaction. A copy of the press release is furnished as Exhibit 99.1 and a copy of a related investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 7.01.
The information furnished under this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
This communication, and other written or oral statements made from time to time by management contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “should”, “propose”, “projecting”, “driving”, “confidence” and similar expressions, including statements regarding the proposed transaction, benefits and synergies of the proposed transaction and future opportunities for the combined company, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Such factors include but are not limited to the ultimate outcome of any possible transaction between Dream Finders Homes and Beazer, including the possibility that the parties will not agree to pursue a business combination transaction or that the terms of any definitive agreement will be materially different from those described herein; uncertainties as to whether Beazer will cooperate with Dream Finders regarding the proposed transaction; Dream Finders Homes’ ability to consummate the proposed transaction with Beazer; the conditions to the completion of the proposed transaction, including the receipt of any required shareholder approvals and any required regulatory approvals; Dream Finders Homes’ ability to finance the proposed transaction with Beazer; the possibility that Dream Finders may be unable to achieve expected synergies within the expected time-frames or at all and to successfully integrate Beazer’s operations, the retention of certain key employees may be difficult; and general economic conditions that are less favorable than expected. All forward-looking statements are based on Dream Finders Homes’ beliefs as well as assumptions made by and information currently available to Dream Finders Homes. These statements reflect Dream Finders Homes’ current views with respect to future events and are subject to various risks, uncertainties and assumptions. These risks, uncertainties and assumptions are discussed in Dream Finders Homes’ Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the U.S. Securities and Exchange Commission. Dream Finders Homes undertakes no obligation to update or revise any forward-looking statement, except as may be required by applicable law.
Additional Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal that Dream Finders Homes’ has made for a business combination transaction. In furtherance of this proposal and subject to future developments, Dream Finders Homes (and, if applicable, Beazer) may file one or more registration statements, proxy statements, tender offer statements or other documents with the Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Dream Finders and/or Beazer may file with the SEC in connection with the proposed transaction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
NumberDescription
99.1
Press Release dated May 11, 2026
99.2
Investor Presentation dated May 11, 2026
104Cover Page Interactive Data File (embedded within the inline XBRL document)


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 DREAM FINDERS HOMES, INC.
   
Date: May 11, 2026
By:/s/ Robert E. Riva
  Robert E. Riva
  Vice President, General Counsel and Corporate Secretary
   
  


Exhibit 99.1
dfhlogoforer.jpg
Dream Finders Homes Proposes to Acquire Beazer Homes for $25.75 Per Share in Cash
Proposal offers clear path to superior value for Beazer shareholders
Represents immediate cash premium of approximately 40% over Beazer’s closing share price on May 5, 2026
Combination would create the seventh-largest U.S. homebuilder1 with the potential scale and resources to help expand the supply of attainable housing across the country
Dream Finders urges Beazer shareholders to encourage the Board to engage constructively to pursue this compelling proposal
Investor presentation available at announcement.dreamfindershomes.com
Jacksonville, Fla. — May 11, 2026 — Dream Finders Homes, Inc. (the “Company”, “Dream Finders”) (NYSE: DFH), announced today that it has submitted a proposal to the board of directors (the “Board”) of Beazer Homes USA, Inc. (“Beazer”) to acquire all outstanding shares of Beazer in an all-cash transaction at a price of $25.75 per share, a cash premium of approximately 40% over Beazer’s closing share price on May 5, 2026. The proposed transaction reflects a total equity value of approximately $704 million, based on the currently outstanding shares of Beazer.2
As detailed in the correspondence below, since February, Dream Finders has repeatedly tried to constructively engage with Beazer’s management and Board.
On May 5, 2026, Dream Finders submitted its most recent proposal to acquire Beazer for $25.75 per share, representing a premium of approximately 40% to Beazer’s closing share price of $18.35 that day. The revised proposal was submitted against the backdrop of Beazer’s second consecutive quarterly net loss, a 93% year-over-year quarterly decline in adjusted EBITDA, and a decrease of approximately 13% in Beazer's stock price since Dream Finders’ last proposal.
In a presentation accompanying today’s announcement, Dream Finders highlighted why it believes the proposal is the best path forward for Beazer’s shareholders:
•Compelling premium and value: The all-cash proposal represents an immediate cash premium of approximately 40% to Beazer’s closing share price of $18.35 on May 5, 2026.
•Transaction confidence: The proposal has been unanimously approved by the Dream Finders Board of Directors and provides strong visibility into financing, as reflected by highly confident letters for the proposed financing, along with minimal anticipated regulatory risk or delays.
•Expedited timeline: Dream Finders is ready to begin confirmatory due diligence on an expedited basis and concurrently negotiate a definitive merger agreement.
Patrick Zalupski, Dream Finders’ Chairman and CEO, said, “We believe our proposal delivers significant value at a substantial premium for Beazer’s shareholders. Combining our two companies, with our highly complementary footprints and product strategies, would create the seventh-largest U.S. homebuilder and should expand opportunities for employees, enhance options and value to customers, and increase supply of attainable housing across the country. We are prepared to move swiftly to engage with Beazer’s Board to complete a transaction.”
Zalupski continued, “As a top 10 shareholder, we are concerned that if Beazer continues to operate on a standalone basis, the company will further erode shareholder value by executing a suboptimal operating and capital allocation strategy, an inefficient cost structure due to limited scale, and incurring excessive build costs, driven by an unsuccessful product strategy. We have made several attempts to engage with Beazer management and the Board. While we would have preferred to reach an agreement privately, we are making our interest public for the benefit of all Beazer shareholders. We urge Beazer’s shareholders to encourage the Board to engage constructively and meaningfully with Dream Finders to pursue this highly compelling all-cash proposal.”
1 Based on CY2025A revenue within the U.S. headquartered home builders
2 Based on 27,333,825 shares outstanding on April 27, 2026, as reported in Beazer’s Form 10-Q filed on April 30, 2026.
1

Zalupski concluded, “We believe this transaction is a natural next step in our growth trajectory. We have successfully completed eight acquisitions since our initial public offering in 2021, deploying over $1 billion, and we have demonstrated our ability to execute land-light mergers and acquisitions, generate positive operating cash flows post-acquisition, and effectively integrate homebuilding operations, further enhancing our revenues and diversifying our geographical footprint.”
Consistent with prior public statements, Dream Finders’ strategy will continue to focus on scaling the business by reducing costs, growing revenue, investing in state-of-the-art technology and diversifying income streams — driving economies of scale that are essential to long-term success, earnings growth, and shareholder value. Post-acquisition, the combined company would continue executing its growth plans while maintaining its commitment to a 100% land-light strategy. The transaction is expected to have minimal impact on the Dream Finders’ leverage through the use of land-banking and mezzanine equity capital sources, which aligns with the Company’s commitment to building scale while reducing leverage over time.
For more information, visit announcement.dreamfindershomes.com.
Advisors
Goldman Sachs & Co. LLC, BofA Securities, Zelman & Associates and Vestra Advisors are acting as financial advisors to Dream Finders, Foley & Lardner is acting as legal counsel and Edelman Smithfield is acting as strategic communications advisor.
Financing
Kennedy Lewis has provided Dream Finders with a highly confident letter in connection with land bank financing related to the proposed transaction. Dream Finders has also obtained letters from Goldman Sachs & Co. LLC and BofA Securities stating that they are highly confident that financing for the transaction can be arranged in the capital markets.
2

DFH sent the following letter on February 5, 2026, to Allan P. Merrill, Chairman, President and CEO of BZH:
Dear Mr. Merrill:
On behalf of Dream Finders Homes Inc. (“DFH”), I am pleased to submit our proposal for an all-cash acquisition (the “Transaction”) of 100% of Beazer Homes USA, Inc. (“BZH”).
As we have discussed recently, we have deep admiration for the success that BZH has achieved in building one of the country’s largest homebuilding companies — trusted by customers, valued by trade partners, and respected by employees. We believe our proposal is a highly compelling offer for BZH’s shareholders, delivering immediate cash at an attractive valuation and unlocking and accelerating value realization.
As you know, consolidation in homebuilding remains active at both the national and local levels and delivers measurable strategic and financial benefits across the housing ecosystem. An acquisition of BZH would create the seventh-largest U.S. homebuilder, with operations in 21 of the top 50 Metropolitan Statistical Areas (“MSAs”). We believe our combined geographic footprint is highly complementary, pairing BZH’s strength in the Western U.S with DFH’s presence across the East, Southeast, and Texas. This coverage broadens exposure to major MSAs, balances regional housing cycles, and reduces concentration risk.
Additionally, DFH and BZH pursue highly complementary product strategies across entry-level and move-up that would position our combined company to compete more effectively across sub-categories while expanding and deepening our offerings. This breadth would diversify demand across price points and cycles, support margin mix, and reduce volatility, while a unified platform enables cross-selling, higher ancillaries capture and coordinated land acquisition targeted to a more fulsome product spectrum with shared design / option programs across segments.
We believe DFH would be an excellent strategic partner for BZH – at combined scale, we expect material synergies from production efficiencies; stronger purchasing leverage with trades and suppliers nationally and locally; higher mortgage and title capture; and lower costs from an integrated insurance platform. Scale would support deeper investment in technology and systems — including digital marketing, data and AI capabilities, and advanced production technologies — while strengthening procurement, supply-chain coordination, and shared services. The desired outcome is superior customer experience, lower unit costs, faster cycle times, and enhanced long-term value creation.
I founded DFH in 2008 with a vision to deliver the highest standards in new-home construction and to embed a culture of excellence that produces superior outcomes for customers and stakeholders; my team and I strongly believe that BZH is one of the few builders that most closely align with this vision and is best positioned to help us realize it. I am confident the cultural fit between DFH and BZH will create meaningful opportunities for our leadership teams and employees as we enter the next phase of growth.
Based on our review of BZH’s publicly available information and discussions with our financial advisors, and subject to due diligence, I am pleased to submit this non-binding proposal for the acquisition of BZH under the following terms:
1.Holders of BZH common stock will receive aggregate consideration of $28.50 per share in cash. Our proposal represents a premium of approximately 25% to BZH’s closing price of $22.81 on February 3, 2026 and a premium of 30% to BZH’s 3-month VWAP of $21.99. We believe our proposal maximizes transaction value and certainty for BZH’s shareholders.
2.We expect to finance the Transaction with committed financing from Kennedy Lewis (“KL”), Goldman Sachs and Bank of America. Please find enclosed highly confident letters from KL (Exhibit A), Goldman Sachs (Exhibit B) and Bank of America (Exhibit C).
3.We are prepared to complete our due diligence expeditiously and will dedicate the resources required to move quickly toward execution of definitive agreements and announcement of the Transaction. To that end, we have retained Goldman Sachs, Bank of America, Zelman & Associates and Vestra Advisors as financial advisors; Foley & Lardner LLP as legal counsel; and Kennedy Lewis as our land-banking advisor in connection with the Transaction. We are confident in our ability to obtain any regulatory and other approvals required to consummate the Transaction.
4.The DFH Board of Directors has been apprised of our discussions, has reviewed the opportunity, and supports this proposal. This non-binding proposal remains subject to customary conditions, including completion of confirmatory due diligence, final Board approval, and negotiation of mutually acceptable definitive transaction documents. We expect the definitive agreement to contain customary terms and conditions for a transaction of this type.
5.We propose that BZH and DFH enter into a 30-day exclusivity agreement to allow DFH to complete its due diligence and negotiate definitive agreements.
3

6.Our proposal is submitted on the understanding that its contents will be kept confidential and that no binding obligations will arise unless and until the parties execute a definitive agreement.
We are enthusiastic about the opportunity to combine our companies and create durable value for our customers, employees, and stockholders. We are prepared to move expeditiously and to commit all necessary resources to negotiate and finalize a definitive agreement and bring the Transaction to a successful close. We would appreciate your timely response in the next two weeks and look forward to continuing the dialogue.
Thank you for your consideration.
Very truly yours,
Patrick O. Zalupski
CEO and Chairman of the Board
4

DFH sent the following letter on March 17, 2026, to Allan P. Merrill, Chairman, President and CEO of BZH:
Dear Mr. Merrill:
I received your email dated February 19, 2026, responding to our proposal from February 5, 2026 (the “Proposal”) for the acquisition (the “Transaction”) of 100% of Beazer Homes USA, Inc. (“BZH”) by Dream Finders Homes Inc. (“DFH”). I am disappointed in your response and the lack of further engagement from you and your Board to our attractive Proposal for the BZH shareholders.
We have followed BZH for many years and believe our Proposal is a highly compelling offer for BZH’s shareholders, delivering immediate cash at an attractive valuation and accelerating value realization. In addition to the immediate financial benefit to your shareholders, we are offering a high-quality home for BZH in DFH, benefiting your employees, customers and communities.
Between the time of our Proposal and your response, we witnessed a short-term disturbance in your public stock price but have since seen the trading level settle back into a familiar range. As a testament to the value we see in BZH and the value we are prepared to deliver to your shareholders, we are increasing our offer to $29.00 per share in cash – a ~2% increase from our previous offer of $28.50 per share and a 38% premium to BZH’s closing price of $21.06 on March 16, 2026. We are confident that our Proposal to acquire BZH at $29.00 per share in cash offers significant value to your shareholders and we are highly confident that your shareholders will view our all-cash offer favorably:
1.Holders of BZH common stock will receive an aggregate consideration of $29.00 per share in cash. Our Proposal represents a premium of approximately 38% to BZH’s closing share price of $21.06 on March 16, 2026 and a premium of 25% to BZH’s 3-month VWAP of $23.28. We believe our Proposal maximizes transaction value and certainty for BZH’s shareholders.
2.We expect to finance the Transaction with committed financing from Kennedy Lewis (“KL”), Goldman Sachs and Bank of America. Please find enclosed highly confident letters from KL (Exhibit A), Goldman Sachs (Exhibit B) and Bank of America (Exhibit C).
3.We are prepared to complete our due diligence expeditiously and will dedicate the resources required to move quickly toward execution of definitive agreements and announcement of the Transaction. To that end, we have retained Goldman Sachs, Bank of America, Zelman & Associates and Vestra Advisors as financial advisors; Foley & Lardner LLP as legal counsel; and Kennedy Lewis as our land-banking advisor in connection with the Transaction. We are confident in our ability to obtain any regulatory and other approvals required to consummate the Transaction.
4.The DFH Board of Directors has been apprised of our discussions, has reviewed the opportunity, and supports this Proposal. This non-binding Proposal remains subject to customary conditions, including completion of confirmatory due diligence, final Board approval, and negotiation of mutually acceptable definitive transaction documents. We expect the definitive agreement to contain customary terms and conditions for a transaction of this type.
5.We propose that BZH and DFH enter into a 30-day exclusivity agreement to allow DFH to complete its due diligence and negotiate definitive agreements.
6.Our Proposal is submitted on the understanding that its contents will be kept confidential and that no binding obligations will arise unless and until the parties execute a definitive agreement.
Your email referenced the board’s high degree of confidence in your strategy and value to be delivered to shareholders from executing on your plan. We look forward to learning more about your internal plan and intend to incorporate any incremental information into our Proposal.
We prefer to engage in a collaborative and friendly manner with bilateral discussions and reach an agreement privately. However, we are prepared to take our offer directly to your shareholders and are willing to do so absent meaningful engagement from you and your board. We kindly ask that you respond to this letter by Friday, March 20, 2026 at 5pm Eastern.
Thank you for your consideration.
Very truly yours,
Patrick O. Zalupski
CEO and Chairman of the Board
5

DFH sent the following letter on May 5, 2026, to Allan P. Merrill, Chairman, President and CEO of BZH:
Dear Mr. Merrill:
I received your letter dated March 20, 2026, responding to our second proposal from March 17, 2026 (the “Proposal”) for the acquisition (the “Transaction”) of 100% of Beazer Homes USA, Inc. (“BZH”) by Dream Finders Homes Inc. (“DFH”). I continue to be concerned by your response and the lack of further engagement from you and your Board to our attractive Proposal for the BZH shareholders. While we acknowledge the Board’s perspective on BZH’s standalone
strategy, given your ongoing operational challenges as noted in your latest earnings announcement, we remain convinced that a combination of our two companies represents a superior path for your shareholders to realize immediate and certain value.
We have followed BZH for many years and believe our Proposal is a highly compelling offer for BZH’s shareholders, delivering immediate cash at an attractive valuation and accelerating value realization. In addition to the immediate financial benefit to your shareholders, we are offering a high-quality home for BZH in DFH, benefiting your employees, customers and communities.
Despite a second consecutive quarterly net loss, a 93% year-over-year decline in adjusted EBITDA, and a ~13% decrease in BZH's stock price since our last proposal, we remain firmly convinced of BZH’s underlying value, and are pleased to present a revised offer of $25.75. This is a significant premium of ~40% to BZH’s closing share price of $18.35 on May 5, 2026. We are confident that our Proposal to acquire BZH at $25.75 per share in cash offers significant value to your shareholders and we are highly confident that your shareholders will view our all-cash offer favorably:
1.Holders of BZH common stock will receive an aggregate consideration of $25.75 per share in cash. Our Proposal represents a premium of ~ 40% to BZH’s closing share price of $18.35 on May 5, 2026 and a premium of ~25% to BZH’s 30-day VWAP of $20.58. We believe our Proposal maximizes transaction value and certainty for BZH’s shareholders.
2.We expect to finance the Transaction with committed financing from Kennedy Lewis (“KL”), Goldman Sachs and Bank of America. Please find enclosed highly confident letters from KL (Exhibit A), Goldman Sachs (Exhibit B) and Bank of America (Exhibit C).
3.We are prepared to complete our due diligence expeditiously and will dedicate the resources required to move quickly toward execution of definitive agreements and announcement of the Transaction. To that end, we have retained Goldman Sachs, Bank of America, Zelman & Associates and Vestra Advisors as financial advisors; Foley & Lardner LLP as legal counsel; and Kennedy Lewis as our land-banking advisor in connection with the Transaction. We are confident in our ability to obtain any regulatory and other approvals required to consummate the Transaction.
4.The DFH Board of Directors has been apprised of our discussions, has reviewed the opportunity, and supports this Proposal. This non-binding Proposal remains subject to customary conditions, including completion of confirmatory due diligence, final Board approval, and negotiation of mutually acceptable definitive transaction documents. We expect the definitive agreement to contain customary terms and conditions for a transaction of this type.
5.We propose that BZH and DFH enter into a 30-day exclusivity agreement to allow DFH to complete its due diligence and negotiate definitive agreements.
6.Our Proposal is submitted on the understanding that its contents will be kept confidential and that no binding obligations will arise unless and until the parties execute a definitive agreement.
Your email referenced the board’s high degree of confidence in your strategy and value to be delivered to shareholders from executing on your plan. We look forward to learning more about your internal plan and intend to incorporate any incremental information into our Proposal.
We prefer to engage in a collaborative and friendly manner with bilateral discussions and reach an agreement privately. However, we are prepared to take our offer directly to your shareholders and are willing to do so absent meaningful engagement from you and your board. We kindly ask that you respond to this letter by Friday, May 8, 2026 at 5pm Eastern.
Thank you for your consideration.
Very truly yours,
Patrick O. Zalupski
CEO and Chairman of the Board
6

About Dream Finders Homes
Dream Finders Homes (NYSE: DFH), headquartered in Jacksonville, Florida, was recognized as the 2025 National Builder of the Year by Builder magazine. Dream Finders Homes builds single-family homes throughout the Southeast, Mid-Atlantic and Midwest, including Florida, Texas, Tennessee, North Carolina, South Carolina, Georgia, Colorado, Arizona, and the Washington, D.C. metropolitan area, which comprises Washington D.C., Northern Virginia and Maryland. As the Official Home Builder of the PGA TOUR, the Jacksonville Jaguars and the Tampa Bay Rays, Dream Finders Homes is deeply committed to excellence beyond homebuilding and into the communities it serves. Through its wholly owned subsidiaries, DFH also provides mortgage financing as well as title agency and underwriting services to homebuyers. Dream Finders Homes achieves its growth and returns by maintaining an asset-light homebuilding model. For more information, please visit www.dreamfindershomes.com.
Forward-Looking Statements
This communication, and other written or oral statements made from time to time by management contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “should”, “propose”, “projecting”, “driving”, “confidence” and similar expressions, including statements regarding the proposed transaction, benefits and synergies of the proposed transaction and future opportunities for the combined company, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Such factors include but are not limited to the ultimate outcome of any possible transaction between Dream Finders Homes and Beazer, including the possibility that the parties will not agree to pursue a business combination transaction or that the terms of any definitive agreement will be materially different from those described herein; uncertainties as to whether Beazer will cooperate with Dream Finders regarding the proposed transaction; Dream Finders Homes’ ability to consummate the proposed transaction with Beazer; the conditions to the completion of the proposed transaction, including the receipt of any required shareholder approvals and any required regulatory approvals; Dream Finders Homes’ ability to finance the proposed transaction with Beazer; the possibility that Dream Finders may be unable to achieve expected synergies within the expected time-frames or at all and to successfully integrate Beazer’s operations, the retention of certain key employees may be difficult; and general economic conditions that are less favorable than expected. All forward-looking statements are based on Dream Finders Homes’ beliefs as well as assumptions made by and information currently available to Dream Finders Homes. These statements reflect Dream Finders Homes’ current views with respect to future events and are subject to various risks, uncertainties and assumptions. These risks, uncertainties and assumptions are discussed in Dream Finders Homes’ Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the U.S. Securities and Exchange Commission. Dream Finders Homes undertakes no obligation to update or revise any forward-looking statement, except as may be required by applicable law.
Additional Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal that Dream Finders Homes has made for a business combination transaction. In furtherance of this proposal and subject to future developments, Dream Finders Homes (and, if applicable, Beazer) may file one or more registration statements, proxy statements, tender offer statements or other documents with the Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Dream Finders and/or Beazer may file with the SEC in connection with the proposed transaction.
Contacts:
Investor Contacts:
Jonathan Salzberger / Scott Winter
Innisfree M&A Incorporated
+1 (212) 750-5833
Media Contact:
 DFH@edelmansmithfield.com
7
Proposal to Acquire Beazer Homes and Deliver Immediate, Compelling Value for Beazer Homes Shareholders May 2026

 

2 Dream Finders Homes Announces All-Cash Proposal to Acquire Beazer Homes for $25.75 Per Share

 

3 Dear Fellow Beazer Homes (“BZH”) Shareholders, Our proposed all-cash acquisition of BZH is a clear path to realizing significant value from your investment in BZH. We are offering to acquire BZH for $25.75 per share, a 40% premium to BZH’s recent share price as of May 5, 2026 and a 25% premium to the 30-trading days VWAP ending May 5, 2026. In this presentation, we provide an overview of why we firmly believe that our offer is the best path forward for BZH’s shareholders. • Compelling Premium & Value: $25.75 per share, all-cash • Transaction Confidence: DFH does not currently anticipate any regulatory or other concerns that would prevent closing the proposed transaction • Financing: We have received letters from financial institutions confirming that they are highly confident the financing can be arranged in the capital markets • Expedited Timeline: Ready to begin limited due diligence on an expedited basis and concurrently negotiate definitive acquisition agreements DFH is committed to pursuing this transaction. DFH has made several attempts to engage constructively with BZH management and the Board in private. While we would have preferred to reach an agreement privately, we are making our offer public for the benefit of all BZH shareholders. As a top 10 shareholder, we are concerned that if BZH continues to operate on a standalone basis, the company will further erode shareholder value by executing a suboptimal operating and capital allocation strategy, an inefficient cost structure due to limited scale, and incurring excessive build costs, driven by an unsuccessful product strategy. We urge BZH’s shareholders to encourage the Board to have constructive and meaningful engagement with DFH to pursue this highly compelling all-cash proposal. Regards, Patrick O. Zalupski President & Chief Executive Officer

 

4 Significant Deal Confidence Our $25.75 Offer Price Delivers an Attractive Premium Offer Price Per Share $25.75 Consideration All-Cash ✓ Financing supported by highly confident letters ✓ No regulatory concerns anticipated ✓ Prepared to engage immediately ✓ Limited diligence required 40% 25% May 5, 2026 BZH Closing Price 30-Trading Days Volume-Weighted Average BZH Price $25.75 Per Share All-Cash Offer Reflects Substantial Value to BZH’s Shareholders Source: Bloomberg; market data as of 05-May-2026

 

5 A Compelling Proposal for All Stakeholders Custom ers DFH Share hold er s BZ H Sh ar eholders B ZH Em ployees Combined integrated capabilities should create seamless buying experience for homeowners • Expanding reach across diverse regions and products • Driving affordability through large-scale cost savings • Integrating ancillary services for a frictionless experience Strategically and financially transformative acquisition to further improve value proposition • Enhanced scale in several states including Texas, Florida, South Carolina, North Carolina, Georgia and Arizona • Delivers scaled entry into California, Nevada and Indiana via a proven, established footprint • Leading the entry-level and move-up categories Combining an all-cash transaction with an attractive premium • 40% premium to BZH’s recent share price as of May 5, 2026 • 25% premium to BZH’s 30-trading days VWAP1 Empowering growth and excellence as a top-tier national homebuilder • Creates top 10 national builder with compelling growth opportunity • Driving efficiency through shared best practices • Expanding career mobility via a scaled platform Source: Bloomberg; market data as of 05-May-2026. 1 30-trading days Volume Weighted Average Price of $20.58, as of May 5, 2026. DFH is the Best Strategic Owner Of BZH – Providing Superior Value to Shareholders; A Larger National Platform to Employees; and Expanded Options, Selection, and Value to Customers

 

6 BZH Has Been Unwilling to Engage With DFH on Its Value-Creating Proposal We urge BZH’s shareholders to encourage the Board to engage constructively and meaningfully with DFH to pursue this highly compelling all-cash proposal Ready to Engage to Deliver Value to BZH Shareholders Rejected Multiple Offers and Declined to Engage • In late January, DFH conducted a CEO-to-CEO call and communicated its preliminary interest in BZH • In a first letter sent to BZH in early February, DFH proposed to acquire the Company in an all-cash offer of $28.50 / share, a 25% premium at the time, which was rejected • In mid-March, DFH sent a second letter to BZH with an all-cash offer of $29.00 / share, a 38% premium at the time, which was also rejected • In early May, DFH sent a third letter to BZH with an all-cash offer of $25.75 / share, a compelling 40% premium at the time, despite significant operational shortfalls, and BZH did not meaningfully engage Strong Commitment to Transaction • DFH has acquired a significant position in BZH and is now a top-10 shareholder • To ensure transparency and demonstrate commitment, DFH is taking the offer public, to BZH shareholders Financing • Expected to finance the transaction with financing from Goldman Sachs and Bank of America with Kennedy Lewis as a land banking partner • Have obtained letters from the two lenders and Kennedy Lewis, confirming that they are highly confident the financing can be arranged in the capital markets Expedited Timeline • Expected to complete diligence expeditiously; DFH has retained Goldman Sachs, Bank of America, Zelman & Associates and Vestra Advisors as financial advisors and Foley & Lardner as legal counsel • Fully confident in ability to obtain all necessary approvals required to close the transaction

 

7 Expected to be highly accretive to future unit closings, revenue, EBITDA, net income, and returns A Combination of DFH and BZH Would Create the Seventh-Largest U.S. Homebuilder1 Material synergies from production efficiencies, purchasing leverage, higher mortgage and title insurance capture BZH receives a compelling offer that delivers value and significant upside to current valuation Expanded breadth diversifies demand across price points and geographies, supports better margin mix and reduces volatility Complementary product strategies across entry-level and move-up positions; combined company to compete more effectively across sub-categories while expanding and deepening offerings Ability to leverage DFH’s financial service operations in title insurance and mortgage banking solutions Superior customer experience with lower unit costs, faster cycle times and enhanced long-term value creation Highly complementary footprint with operations in 21 of the top 50 MSAs2 broadens exposure to major MSAs 1 Based on CY2025A revenue within U.S. headquartered home builders 2 Metropolitan Statistical Area Defined by The U.S. Office of Management and Budget, which are ranked by population size.

 

8 7 % 22 % Beazer Small & Mid Cap Peers 3 % 8 % Beazer Small & Mid Cap Peers 4 % 17 % Beazer Small & Mid Cap Peers 14 % Beazer Small & Mid Cap Peers BZH Has Consistently Underperformed Its Peers Under Current Management BZH Operational Performance in Context (Last 10 Years Through 2025) Source: Company filings, FactSet Note: Peers include CCS, DFH, GRBK, KBH, LGIH, MHO, and MTH. Home Closings CAGR Revenue CAGR Average Adj. Net Income Margins Average Return on Equity BZH Lagged by 1,510 bps BZH Lagged by 550 bps BZH Lagged by 1,480 bps BZH Lagged by 1,340 bps For Over 10 years, BZH has Significantly Underperformed Homebuilding Peers in All Key Performance Measures (1)%

 

9 8 % 1 % Average of 2023-2025 Homebuilding Gross Margin1 2023-2025 Home Closing CAGR DFH’s Proven Management Team Will Enhance BZH’s Operational Execution Average of 2023-2025 ROE2 Track Record of Superior Profitability… …With a History of Strong Growth …While Delivering Vastly Superior Returns Source: Company filings, FactSet Notes: Calendarized as of 31-Dec in each year. 1 Includes commission expenses for both DFH and BZH. 2 Return on participating equity is calculated as net income attributable to DFH, less redeemable preferred stock distributions, divided by average beginning and ending total DFH stockholders’ equity (“participating equity”) for the trailing twelve months. 18 % 13 % 27 % 9 %

 

10 DFH Has A Proven Playbook and Successful Track Record of Creating Value in Land-Light M&A Significant Capital Deployed Strategically deployed over $1 billion of capital into acquisitions to fuel ecosystem growth Commitment to 100% Land-Light Like the proposed acquisition of BZH, all prior acquisitions utilized a strict "land-light" structure supported by sophisticated partners to maximize capital efficiency and minimize financial risk Scale Drives Lower Costs Leveraged increased scale to drive a reduction in vertical construction costs resulting in significantly expanded homebuilding gross margins Successfully Acquired and Integrated 10 Transactions Over the Last 7 Years Making DFH the Most Acquisitive Public Homebuilder May 2025April 2025March 2025January 2025July 2024February 2024October 2021January 2021October 2020May 2019 Integration of Financial Services Driving value and improved financial outcomes by seamlessly integrating financial services into newly acquired homebuilding operations

 

11 Enhanced Returns Through a Comprehensive 100% Land-Light Model ✓ Lower capital intensity ✓ Faster inventory turns ✓ Minimized land risk exposure ✓ Higher return on equity Cross-selling and Ancillaries Capture ✓ Boost ancillary revenue ✓ Expand mortgage and insurance capture ✓ Deliver a seamless one-stop-shop experience SG&A / Corporate ✓ Scale enables greater tech investment ✓ Shared services efficiencies ✓ Stronger capabilities and cost savings ✓ Lowers required capital deployments to support growth in short-term Significant Synergy and Value Creation Opportunities for DFH Shareholders The Transaction is Expected to Have a Minimal Impact to the Company's Leverage Through the Use of Land-Banking and Mezzanine Equity Capital Sources Which Aligns with the Company’s Commitment to Building Scale While Reducing Leverage Over Time

 

12 BZH Shareholders Can Achieve Liquidity in an All-Cash Deal That Maximizes Shareholder Value Commitment to Close DFH is Fully Committed to Completing a Transaction on an Expedited Basis Ready to Engage We urge BZH’s Board and Management to have Constructive and Meaningful Engagement with DFH to Realize Value for Shareholders Financing Letters from financial institutions confirming that they are highly confident the financing can be arranged in the capital markets Attractive Premium $25.75 All-Cash Offer 40% Premium1 Source: Bloomberg 1 Premium to closing price as of 5-May-2026.

 

13 About Dream Finders Homes Dream Finders Homes (NYSE: DFH), headquartered in Jacksonville, Florida, was recognized as the 2025 National Builder of the Year by Builder magazine. Dream Finders Homes builds single- family homes throughout the Southeast, Mid-Atlantic and Midwest, including Florida, Texas, Tennessee, North Carolina, South Carolina, Georgia, Colorado, Arizona, and the Washington, D.C. metropolitan area, which comprises Washington D.C., Northern Virginia and Maryland. As the Official Home Builder of the PGA TOUR, the Jacksonville Jaguars and the Tampa Bay Rays, Dream Finders Homes is deeply committed to excellence beyond homebuilding and into the communities it serves. Through its wholly owned subsidiaries, DFH also provides mortgage financing as well as title agency and underwriting services to homebuyers. Dream Finders Homes achieves its growth and returns by maintaining an asset-light homebuilding model. For more information, please visit www.dreamfindershomes.com Dream Finders Homes: Dream Finders Homes, Inc. 14701 Philips Highway, Suite 300 Jacksonville, FL 32256 United States

 

14 Additional Information And Where to Find It Investor Contact: Jonathan Salzberger / Scott Winter Innisfree M&A Incorporated +1 (212) 750-5833 Media Contact: DFH@edelmansmithfield.com Forward-Looking Statements This presentation, and other written or oral statements made from time to time by management contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “should”, “propose”, “projecting”, “driving”, “confident”, “confidence” and similar expressions, including statements regarding the proposed transaction, benefits and synergies of the proposed transaction and future opportunities for the combined company, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Such factors include but are not limited to the ultimate outcome of any possible transaction between Dream Finders Homes and Beazer, including the possibility that the parties will not agree to pursue a business combination transaction or that the terms of any definitive agreement will be materially different from those described herein; uncertainties as to whether Beazer will cooperate with Dream Finders regarding the proposed transaction; Dream Finders Homes’ ability to consummate the proposed transaction with Beazer; the conditions to the completion of the proposed transaction, including the receipt of any required shareholder approvals and any required regulatory approvals; Dream Finders Homes’ ability to finance the proposed transaction with Beazer; the possibility that Dream Finders may be unable to achieve expected synergies within the expected time-frames or at all and to successfully integrate Beazer’s operations, the retention of certain key employees may be difficult; and general economic conditions that are less favorable than expected. All forward-looking statements are based on Dream Finders Homes’ beliefs as well as assumptions made by and information currently available to Dream Finders Homes. These statements reflect Dream Finders Homes’ current views with respect to future events and are subject to various risks, uncertainties and assumptions. These risks, uncertainties and assumptions are discussed in Dream Finders Homes’ Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the U.S. Securities and Exchange Commission. Dream Finders Homes undertakes no obligation to update or revise any forward-looking statement, except as may be required by applicable law. Additional Information This presentation does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal that Dream Finders Homes’ has made for a business combination transaction. In furtherance of this proposal and subject to future developments, Dream Finders Homes (and, if applicable, Beazer) may file one or more registration statements, proxy statements, tender offer statements or other documents with the Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Dream Finders and/or Beazer may file with the SEC in connection with the proposed transaction.

 

Source: View Original Filing on SEC EDGAR

FAQ

What acquisition proposal did Dream Finders Homes (DFH) make for Beazer Homes?

Dream Finders Homes proposed an all-cash acquisition of Beazer Homes at $25.75 per share. The offer targets all outstanding Beazer shares and implies an equity value of about $704 million based on 27,333,825 shares outstanding as of April 27, 2026.

What premium does DFH’s $25.75 offer represent for Beazer shareholders?

The $25.75 per share all-cash proposal represents an immediate premium of approximately 40% to Beazer’s closing share price of $18.35 on May 5, 2026 and about 25% to its 30-trading-day volume-weighted average price of $20.58.

Is Dream Finders Homes’ proposal to acquire Beazer Homes binding or agreed?

The Beazer transaction is currently a non-binding proposal, not a signed merger agreement. It remains subject to confirmatory due diligence, negotiation of definitive terms, board approvals, shareholder approvals where required, and regulatory clearances before any acquisition could be completed.

How does DFH plan to finance the proposed Beazer Homes acquisition?

Dream Finders plans to finance the deal using capital markets financing supported by partners. It has received highly confident letters from Kennedy Lewis for land bank financing and from Goldman Sachs & Co. LLC and BofA Securities indicating confidence in arranging the required transaction financing.

What strategic benefits does DFH highlight from combining with Beazer Homes?

DFH expects the combination to create the seventh-largest U.S. homebuilder by 2025 revenue, with complementary geographic coverage across major U.S. markets. It points to potential production efficiencies, stronger purchasing leverage, higher mortgage and title capture, and a continued 100% land-light operating model.

What were DFH’s earlier offer levels for Beazer before the $25.75 proposal?

DFH initially proposed $28.50 per share in February 2026, then raised its offer to $29.00 per share in March 2026. Both all-cash proposals were rejected by Beazer’s board, leading DFH to put forward the later $25.75 per share public proposal.

How does Dream Finders describe Beazer Homes’ recent financial performance?

Dream Finders notes that Beazer recently reported a second consecutive quarterly net loss, a 93% year-over-year quarterly decline in adjusted EBITDA, and about a 13% stock price decrease since DFH’s prior offer. DFH argues these trends support its view that the cash offer is attractive for shareholders.

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