Dream Finders Homes (NYSE: DFH) to acquire Beazer in $2.2B deal
Rhea-AI Filing Summary
Dream Finders Homes, Inc. agreed to acquire Beazer Homes USA, Inc. in an all-cash merger in which Beazer shareholders will receive $33.50 per share, valuing the target at about $2.2 billion and implying a 0.8x price-to-book multiple. Beazer will become a wholly owned subsidiary, and the combined builder is described as the sixth-largest in the U.S., with combined total revenue of $6.6 billion and operations across 26 markets and roughly 520 active communities.
Management highlights expected annual run-rate cost synergies of over $100 million and double-digit percentage EPS accretion in the first year after closing. Closing is targeted for the fourth quarter of 2026, subject to Beazer stockholder approval, antitrust clearance and other customary conditions, and is not subject to a financing condition. Dream Finders has obtained commitments for a $900 million bridge loan facility, an $800 million land bank facility and a $450 million convertible preferred equity investment to help fund the deal. Beazer would owe a $31.3 million termination fee in certain circumstances, and Dream Finders reaffirmed its 2026 outlook of approximately 9,250 home closings on a standalone basis.
Positive
- Scale to the sixth-largest U.S. homebuilder with combined total revenue of $6.6 billion and about 520 active communities broadens Dream Finders’ geographic reach and product mix.
- Over $100 million in expected annual cost synergies and management’s target of double-digit percentage EPS accretion in the first year after closing underscore the company’s view that the Beazer acquisition can be financially attractive.
Negative
- An initial uptick in leverage is acknowledged as the all-cash deal is funded with bridge debt, a large land bank facility and convertible preferred equity before targeting a return to or improvement in current leverage metrics within 18–24 months.
Filing Explained
The filing adds conditional preferred financing and a binding 930,128-share vote commitment; neither the financing nor merger has closed.
The August 7 Form 8-K confirms a signed but not yet completed merger agreement and adds that Dream Finders must support the transaction with financing and a voting commitment; no closing has occurred.
The accompanying release describes the deal as funded through committed financing, but the filing states that the up-to-
Under the Voting and Support Agreement, Dream Finders agreed not to transfer its
The next specified resolution path is Beazer's proxy statement and stockholder vote: the filing says the proxy is to be filed no later than
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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.
Key Figures
Beazer cash price per share: $33.50 per share
Enterprise value of deal: $2.2 billion
Price-to-book multiple: 0.8x
+5 more
8 metrics
Beazer cash price per share
$33.50 per share
Cash consideration for each Beazer common share in the merger
Enterprise value of deal
$2.2 billion
Approximate enterprise value of Beazer in the Dream Finders acquisition
Price-to-book multiple
0.8x
Implied purchase price-to-book ratio for Beazer
Run-rate cost synergies
over $100 million per year
Expected annual run-rate cost synergies from combining Dream Finders and Beazer
Bridge Facility size
$900 million
Senior unsecured 364-day bridge loan credit facility commitment
Land Bank Facility size
$800 million
Committed land bank facility from KLIM to fund part of the merger consideration
Preferred Equity Investment
$450 million
Aggregate proceeds from new series of convertible preferred stock
Termination fee
$31.3 million
Beazer termination fee payable to Dream Finders in specified circumstances
Key Terms
Merger Consideration, Hart-Scott-Rodino Antitrust Improvements Act of 1976, Bridge Facility, Land Bank Facility, +2 more
6 terms
Merger Consideration financial
"right to receive $33.50 per Beazer Share in cash, called 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.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"subject to expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"
Bridge Facility financial
"a senior unsecured 364-day bridge loan credit facility up to $900 million, referred to as the Bridge Facility"
A bridge facility is a short-term loan or credit line companies use to cover immediate cash needs while they arrange longer-term financing, sell assets, or complete a larger funding deal. Investors care because it temporarily props up a company’s finances and can signal urgent funding gaps; like a bridge that lets traffic keep moving until a permanent road is built, it reduces short-term default risk but may carry higher cost or dilution if extended.
Land Bank Facility financial
"an $800 million land bank facility from KLIM, referred to as the Land Bank Facility"
Preferred Equity Investment financial
"issuance and sale of 450,000 shares of new preferred stock for a $450 million Preferred Equity Investment"
An investment in preferred equity means buying preferred shares, a class of ownership that sits between debt and common stock: holders usually receive fixed or priority dividends and have a higher claim on a company’s assets if it winds up, but typically have limited voting rights and upside compared with common shareholders. Think of preferred equity like a landlord collecting steady rent before common owners get profits; it matters because it changes the balance of income stability, downside protection, and growth potential for investors.
Termination Fee financial
"Beazer shall pay Dream Finders a termination fee of $31.3 million in certain circumstances"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What price is Dream Finders Homes (DFH) paying to acquire Beazer Homes?
Dream Finders will pay $33.50 in cash per Beazer share, valuing Beazer at about $2.2 billion. The offer implies a 0.8x price-to-book multiple and will make Beazer a wholly owned subsidiary upon completion of the merger.
How will Dream Finders Homes (DFH) finance the Beazer acquisition?
Funding relies on $900 million of bridge financing, an $800 million land bank facility and a $450 million convertible preferred equity investment, alongside existing resources. The company notes an initial leverage increase but aims to restore or improve current metrics within 18–24 months.
What synergies does Dream Finders Homes (DFH) expect from buying Beazer?
Management expects over $100 million in annual run-rate cost synergies, plus revenue opportunities. Drivers include production efficiencies, purchasing improvements, reduced overhead, elimination of duplicate public company costs and higher capture rates in mortgage and title services.
When is the Dream Finders Homes (DFH) and Beazer merger expected to close?
The transaction is targeted to close in Q4 2026, subject to Beazer stockholder approval, regulatory clearances, expiration or termination of the Hart-Scott-Rodino waiting period, absence of injunctions and no Company Material Adverse Effect as defined in the merger agreement.
Is there a termination fee in the Dream Finders Homes (DFH) and Beazer deal?
Yes. In specified circumstances, including certain Change of Recommendation or Superior Proposal situations, Beazer must pay Dream Finders a $31.3 million termination fee. A fee may also be due if an alternative Acquisition Proposal is ultimately completed within 12 months after termination.
Does Dream Finders Homes (DFH) change its 2026 outlook due to the Beazer deal?
Dream Finders reaffirmed its full-year 2026 outlook of about 9,250 home closings, based on its standalone business. The outlook excludes any home closings or other impacts arising from Beazer’s operations after the proposed transaction closes.
What ownership and voting arrangements exist between Dream Finders Homes (DFH) and Beazer?
Dream Finders owns 930,128 Beazer shares and signed a Voting and Support Agreement. It agrees to vote those shares for approval of the merger, for adjournments to secure votes if needed, and against competing Acquisition Proposals or actions that could impede the transaction.
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): August 6, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 1.01 Entry Into a Material Definitive Agreement
Merger Agreement
On August 6, 2026, Dream Finders Homes, Inc., a Texas corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bulldogs Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Beazer Homes USA, Inc., a Delaware corporation (“Beazer”).
The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into Beazer, with Beazer surviving as a wholly owned subsidiary of the Company (the “Merger”). At the Effective Time (as defined in the Merger Agreement), by virtue of the Merger, and without any action on the part of the Company, Merger Sub, Beazer or any holder of any securities of Beazer:
•each share of common stock, par value $0.001 per share, of Beazer issued and outstanding immediately prior to the Effective Time (each a “Beazer Share” and collectively, the “Beazer Shares”), other than Beazer Shares to be cancelled or converted pursuant to Section 2.1(b) of the Merger Agreement and the Dissenting Shares (as defined in the Merger Agreement), shall be converted automatically into the right to receive $33.50 per Beazer Share in cash, without interest, subject to any withholding of taxes required by applicable law (the “Merger Consideration”);
•each option to purchase Beazer Shares (each, a “Beazer Option”), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time shall automatically be cancelled and converted into the right to receive (without interest) an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Beazer Shares underlying the Beazer Option multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Beazer Option; provided that any such Beazer Option with respect to which the exercise price subject thereto is equal to or greater than the Merger Consideration shall be cancelled for no consideration;
•each outstanding award of Beazer restricted stock awards (“Beazer RSAs”) that is outstanding immediately prior to the Effective Time (other than Beazer RSAs granted during Beazer’s 2027 fiscal year, which awards will be assumed by the Company and converted into restricted stock awards with respect to Company shares of an equivalent fair market value) shall automatically be cancelled and converted into the right to receive (without interest) an amount in cash (less applicable tax withholdings) equal to (x) the total number of Beazer Shares underlying such award of Beazer RSAs, multiplied by (y) the Merger Consideration;
•each outstanding award of Beazer performance-based restricted stock awards (“Beazer Performance-Based RSAs”) that is outstanding immediately prior to the Effective Time shall automatically be cancelled and converted into the right to receive (without interest) an amount in cash (less applicable tax withholdings) equal to (x) the number of vested Beazer Shares underlying such award (with the performance conditions for any uncompleted periods deemed achieved at target level), multiplied by (y) the Merger Consideration; and
•each outstanding award of Beazer performance-based cash awards (“Beazer Performance-Based Cash Awards”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof or Beazer, be cancelled and converted into the right to receive (without interest) an amount in cash (less applicable tax withholdings) equal to the value of the award (with the performance conditions for any uncompleted periods deemed achieved at target level).
The Board of Directors of each of the Company and Beazer have unanimously approved the Merger and the Merger Agreement. Assuming the satisfaction of the conditions set forth in the Merger Agreement as briefly discussed below, the Company expects the Merger to close in the Company’s fourth quarter of 2026. Beazer will promptly after the execution of the Merger Agreement and in any event, no later than 20 business days after the Merger Agreement, prepare and file a proxy statement with the Securities and Exchange Commission (the “SEC”) whereby Beazer will ask its stockholders to vote on the adoption and approval of the Merger Agreement at a special stockholder meeting that will be held on a date, and at the time and place, to be announced when finalized.
The closing of the Merger is subject to various closing conditions, including (i) adoption and approval of the Merger Agreement, including the Merger, by holders of a majority of the Beazer Shares then outstanding (the “Beazer Stockholder Approval”), (ii) the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the consummation of the Merger shall not be restrained, enjoined or prohibited by any law or order that is continuing and remains in effect, and (iv) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement. The obligations of each party to effect the Merger are also conditioned on the accuracy of the other party’s representations and warranties (subject to certain materiality standards) contained in the Merger Agreement and the other party’s performance and compliance with, in all material respects, the covenants and agreements contained in the Merger Agreement. The closing of the Merger is not subject to a financing condition.
The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants by Beazer to conduct its business and operations in all material respects in the ordinary course between the date of the Merger Agreement and the closing of the Merger, not to engage in certain material transactions during such period, to convene and hold a special meeting of its stockholders for the purpose of obtaining the Beazer Stockholder Approval, to use reasonable best efforts to cooperate with the Company in connection with the debt financing for the transactions contemplated by the Merger Agreement, to use reasonable best efforts to obtain regulatory approvals and, subject to certain customary exceptions, for the Board of Directors of Beazer (the “Beazer Board”) to recommend that the stockholders adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The Merger Agreement also contains customary representations, warranties and covenants of the Company and Merger Sub, including a covenant that the Company use its reasonable best efforts to consummate the debt financing and to obtain regulatory approvals.
The Merger Agreement provides that, during the period commencing with the execution and delivery of the Merger Agreement, Beazer may not solicit, initiate, propose, or knowingly induce the making, submission or announcement of, or knowingly assist, encourage or facilitate any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal (as defined in the Merger Agreement), provide non-public information to any third parties or participate or engage in discussions or negotiations with any third party with respect to an Acquisition Proposal. However, if at any time following the date of the Merger Agreement and prior to the receipt of Beazer Stockholder Approval, Beazer receives a bona fide written Acquisition Proposal from a third party that did not result from Beazer breaching the non-solicitation provision of the Merger Agreement with respect to such Acquisition Proposal and the Beazer Board determines in good faith that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal (as defined below) and failure to take action with respect to such proposal would be inconsistent with the Beazer Board’s fiduciary duties, then Beazer may provide any non-public information relating to Beazer or any of its subsidiaries, or afford to such third party access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Beazer or any of its subsidiaries (subject to entry into an acceptable confidentiality agreement with such third party and other customary notice and information obligations to the Company).
Prior to obtaining the Beazer Stockholder Approval, the Beazer Board may effect a “Change of Recommendation” (as defined below) and/or terminate the Merger Agreement (A) in response to an Intervening Event (as defined below) and if the Beazer Board determines, in good faith, after consultation with its independent financial advisor and outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with the Beazer Board’s fiduciary duties or (B) if Beazer has received a bona fide Acquisition Proposal from a third party that the Beazer Board determines in good faith, after consultation with its independent financial advisor and outside legal counsel (i) constitutes a more favorable transaction from a financial point of view for Beazer’s stockholders than the Merger (including all legal, financial, regulatory, timing and other aspects), taking into account all of the terms and conditions of such proposal and of the Merger Agreement (including any proposed changes to the terms of the Merger Agreement), and (ii) is reasonably likely to be consummated in accordance with its terms (including all legal, financial, regulatory, timing and other aspects) (a “Superior Proposal”). Beazer shall not be entitled to effect a Change of Recommendation or terminate the Merger Agreement unless (i) Beazer provided at least four business days’ prior written notice to the Company of Beazer’s intention to take such action, (ii) Beazer, if requested by the Company, will have negotiated in good faith with the Company regarding any amendment to the Merger Agreement proposed in writing by the Company and intended to cause the relevant Acquisition Proposal to no longer be a Superior Proposal, and (iii) the Beazer Board shall have considered in good faith any adjustments and/or amendments to the Merger Agreement that the Company shall have proposed by 11:59 p.m. ET on the last day of the notice period and shall have determined in good faith that the Superior Proposal would continue to constitute a Superior Proposal if such adjustments and/or amendments were to be given effect. An “Intervening Event” means any change, effect, circumstance or condition with respect to Beazer and its subsidiaries that was not known by or reasonably foreseeable by the Beazer Board as of the date of the Merger Agreement. A “Change of Recommendation” exists if, among other circumstances set forth in the Merger Agreement, the Beazer Board (i) withholds or withdraws, or amends, qualifies or modifies in a manner adverse to the Company or Merger Sub, the Beazer Board’s recommendation that Beazer’s stockholders adopt and approve the Merger Agreement and the transactions contemplated therein, including the Merger, (ii) (x) fails to publicly recommend against acceptance of a tender or exchange offer that constitutes an Acquisition Proposal within ten business days of commencement thereof, or (y) publicly recommends in favor of, or publicly states that it takes no position with respect to, or that it is unable to take a position with respect to, any such tender or exchange offer, (iii) adopts, approves, endorses, recommends or otherwise declares advisable any Acquisition Proposal, (iv) fails to include the recommendation that Beazer’s stockholders adopt and approve the Merger Agreement in Beazer’s proxy statement, (v) fails to make or reaffirm the Beazer Board’s recommendation within ten business days of the Company’s written request following public disclosure of an Acquisition Proposal, (vi) submits any Acquisition Proposal to Beazer’s stockholders, or (vii) publicly proposes or agrees to any of the foregoing.
The Merger Agreement contains certain termination rights for both the Company and Beazer. The Merger Agreement may be terminated by (i) mutual written consent of both parties prior to the Effective Time, (ii) by either the Company or Beazer if the Beazer Stockholder Approval is not obtained upon a vote taken at the Beazer special meeting of stockholders, (iii) by either the Company or Beazer at any time prior to the Effective Time if any court or other governmental entity issues a final, non-appealable order that enjoins the consummation of the transactions contemplated by the Merger Agreement, (iv) by either the Company or Beazer if the Effective Time does not occur on or before February 6, 2027, which date will be automatically extended to May 6, 2027, if necessary, to obtain required antitrust approvals (such date, as it may be extended, the “Outside Date”), (v) by the Company if the Beazer Board effects a Change of Recommendation prior to receipt of the Beazer Stockholder Approval, (vi) by Beazer if the Beazer Board determines to accept a Superior Proposal prior to the receipt of the Beazer Stockholder Approval, (vii) by the Company if Beazer materially breaches the Merger Agreement, the Company delivered a notice of such breach or failure to perform to Beazer and such breach or failure to perform is not capable of cure prior to the Outside Date or Beazer fails to cure within 30 business days (but no later than the third business day prior to the Outside Date), or (viii) by Beazer if the Company materially breaches the Merger Agreement, Beazer delivered notice of such breach or failure to perform and such breach or failure to perform is not capable of cure prior to the Outside Date or the Company fails to cure within 30 business days (but no later than the third business day prior to the Outside Date).
If the Merger Agreement is terminated, in certain circumstances related to a Change of Recommendation or terminated for the Beazer Board to accept a Superior Proposal, then Beazer shall pay to the Company a termination fee of $31.3 million. Beazer may also be required to pay a termination fee to the Company if an Acquisition Proposal is publicly announced or made known to the Beazer Board, if the Merger Agreement is terminated for a failure to close by the Outside Date or because Beazer breached its representations or warranties or failed to perform any of its covenants that was not cured, and within 12 months after such termination, Beazer enters into a definitive agreement in respect of the Acquisition Proposal and such transaction is consummated.
Voting Agreement
In connection with the execution of the Merger Agreement, the Company also entered into a Voting and Support Agreement with Beazer (the “Voting Agreement”). Pursuant to the Voting Agreement, among other things, the Company agreed to vote all Beazer Shares owned of record or beneficially held by the Company (i) in favor of the adoption of the Merger Agreement, the Merger and each of the transactions contemplated thereby, (ii) in favor of the approval of any proposal to adjourn the Beazer Stockholder Meeting to a later date, if there are not sufficient votes to approve the Merger Agreement, and (iii) against any (A) Acquisition Proposal (as defined in the Merger Agreement), (B) any amendment or other change to Beazer’s organizational documents that would change the voting rights of the Beazer common stock owned by the Company or the number of shares required to adopt the Merger Agreement, (C) any action, proposal or transaction that would reasonably be expected to result in a breach of any covenant, agreement, representation or warranty or any other obligation of Beazer set forth in the Merger Agreement, and (D) any other action, proposal or transaction that would reasonably be expected to impede, interfere with, delay, postpone, discourage or prevent the consummation of the Merger and the other transactions contemplated therein in any material respect. The Voting Agreement terminates on the earliest to occur of (a) the Effective Time and (b) the termination of the Merger Agreement in accordance with its terms.
Descriptions of Merger Agreement and Voting Agreement Not Complete
The foregoing description of the Merger Agreement and Voting Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and Voting Agreement, copies of which are filed herewith as Exhibits 2.1 and 99.2, respectively, and are incorporated into this Current Report on Form 8-K by reference in their entirety.
The Merger Agreement has been filed as an exhibit to provide investors and stockholders of the Company with information regarding its terms. It is not intended to provide any other factual information about the Company, Beazer or Merger Sub. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement and as of specified dates, were solely for the benefit of the parties to the Merger Agreement and may be subject to limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and stockholders of the Company accordingly should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Beazer, Merger Sub or any of their respective subsidiaries or affiliates. In addition, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules that Beazer exchanged with the Company and Merger Sub in connection with the execution of the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the parties to the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the proxy statement that Beazer will be filing with the SEC in connection with the Merger, as well as in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents that the Company has filed or may file with the SEC.
A copy of the Voting Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties thereto or their respective subsidiaries or affiliates. The representations, warranties, and covenants of each of the parties thereto contained in the Voting Agreement were made only for purposes of the Voting Agreement and as of specific dates, were solely for the benefit of the parties to the Voting Agreement, may be subject to limitations, qualifications or other particulars agreed upon by the contracting parties, instead of establishing these matters as facts or made for other purposes, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations, warranties, and covenants or any descriptions thereof should not be relied upon by any person as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Voting Agreement, which subsequent information will not necessarily be fully reflected in the Company’s or Beazer’s public disclosures.
Financing
The Company has obtained financing commitments in the form of a bridge loan credit facility, a land bank facility and a preferred equity investment, the aggregate proceeds of which, together with the Company’s available cash and other sources of funds, will be sufficient for the Company to consummate the transactions in accordance with the Merger Agreement.
Bridge Facility
In connection with entering into the Merger Agreement, the Company entered into a commitment letter (the “Bridge Commitment Letter”), dated as of August 6, 2026, with Bank of America, N.A., BofA Securities, Inc., and Goldman Sachs Bank USA (collectively, the “Commitment Parties”), pursuant to which the Commitment Parties have agreed to provide the Company with certain committed financing to fund a portion of the consideration payable in the Merger pursuant to the Merger Agreement and to pay related fees and expenses. The Bridge Commitment Letter also contemplates that the Company will seek to obtain permanent financing in the form of among other things, senior unsecured debt securities and/or equity offerings prior to the Closing, and that the commitments under the Bridge Facility (as defined below) will be reduced by the amount of any such permanent financing, subject to certain exceptions.
The Bridge Commitment Letter provides for a senior unsecured 364-day bridge loan credit facility in an aggregate principal amount of up to $900 million (the “Bridge Facility”), which is intended to be available to the Company to finance, together with other sources of funds, the Merger and related expenses in the event that the Company has not obtained other permanent financing prior to the closing of the Merger. The Bridge Facility is subject to customary conditions precedent to funding, including, but not limited to, the consummation of the Merger materially in accordance with the terms of the Merger Agreement, as well as the absence of a Company Material Adverse Effect (as defined in the Merger Agreement).
Land Bank Facility
In connection with entering into the Merger Agreement, the Company also entered into a commitment letter (the “Land Bank Commitment Letter”), dated as of August 6, 2026, with Kennedy Lewis Investment Management, LLC, pursuant to which Kennedy Lewis Investment Management, LLC and/or its affiliates (“KLIM”) has agreed to provide the Company an $800 million land bank facility (the “Land Bank Facility”) to fund a portion of the consideration payable in the Merger pursuant to the Merger Agreement and to pay related fees and expenses. The funding of the Land Bank Facility is subject to customary conditions precedent, including, but not limited to, the consummation of the Merger materially in accordance with the terms of the Merger Agreement, the consummation of the Preferred Equity Investment (as defined below) and either a notes offering, equity offering or use of the Bridge Facility in connection with the closing of the Merger, as well as the absence of a Company Material Adverse Effect (as defined in the Merger Agreement).
Preferred Equity Investment
The Company also entered into a commitment letter (the “Preferred Equity Commitment Letter”), dated as of August 6, 2026, pursuant to which KLIM has committed to purchase shares of a new series of convertible preferred stock of the Company (the “New Preferred Stock”). The Preferred Equity Commitment Letter contemplates the issuance and sale of 450,000 shares of New Preferred Stock at a purchase price of $1,000 per share, for an aggregate preferred equity investment of $450 million (the “Preferred Equity Investment”), the proceeds of which are expected to be used to fund a portion of the consideration payable in the Merger pursuant to the Merger Agreement and to pay related fees and expenses. The New Preferred Stock is expected to include, subject to the execution and delivery of definitive documentation consistent with the terms of the Preferred Equity Commitment Letter, customary redemption and convertibility rights, dividend and preferences, minority protective provisions, transfer restrictions, standstill obligations, board observer rights, registration rights and information rights. The Preferred Equity Investment is subject to customary conditions precedent, including, but not limited to, the consummation of the Merger materially in accordance with the terms of the Merger Agreement, the consummation of the Land Bank Facility and either a notes offering, equity offering or use of the Bridge Facility in connection with the closing of the Merger, as well as the absence of a Company Material Adverse Effect (as defined in the Merger Agreement).
Item 7.01 Regulation FD Disclosure.
On August 7, 2026, the Company and Beazer issued a joint press release (the “Joint Press Release”). A copy of the Joint Press Release has been furnished as Exhibit 99.1 and a copy of the Company’s investor presentation has been furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
The information provided pursuant to Item 7.01 of this Form 8-K, including Exhibits 99.1 and 99.3, shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Information
The information presented herein may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving the Company’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and the Company does not assume any duty to update forward-looking statements other than as required by law. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
In addition to factors previously disclosed in the Company’s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements and historical performance: the occurrence of any event, change or other circumstances that could give rise to right of one or both of the parties to terminate the definitive merger agreement between the Company and Beazer; the outcome of any legal proceedings that may be instituted against the Company or Beazer; the failure of Beazer to obtain necessary stockholder and regulatory approvals or to satisfy any of the other conditions to the Merger on a timely basis or at all; the possibility that the anticipated benefits of the Merger are not realized when expected or at all; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger; the Company’s ability to obtain financing and complete the acquisition and integration of Beazer successfully or fully realize cost savings and other benefits and other consequences associated with mergers, acquisitions and divestitures; negative effects of announcing the Merger or the consummation of the Merger on the market price of our common stock, credit ratings or operating results; and the potential impact of announcement of the Merger or consummation thereof on relationships, including with employees, customers and competitors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Number | Description | |||||||
2.1 | Agreement and Plan of Merger, dated as of August 6, 2026, among Dream Finders Homes, Inc., Bulldogs Merger Sub, Inc. and Beazer Homes USA, Inc. | |||||||
99.1 | Joint Press Release, dated August 7, 2026 | |||||||
99.2 | Voting Agreement, dated August 6, 2026, between Dream Finders Homes, Inc. and Beazer Homes USA, Inc. | |||||||
99.3 | Investor Presentation, dated August 7, 2026 | |||||||
| 104 | Cover 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: August 7, 2026 | By: | /s/ Robert E. Riva | ||||||
| Robert E. Riva | ||||||||
| Vice President, General Counsel and Corporate Secretary | ||||||||
Exhibit 99.1 | ||
Dream Finders Homes to Acquire Beazer Homes, Creating Sixth- Largest U.S. Homebuilder
Combination will create a scaled national homebuilder with complementary footprints and a clear path to accelerated growth
Expected to generate significant synergies and be double-digit percentage accretive to EPS in year one
Broadens the combined company's ability to serve buyers at every life stage – from entry-level homes to move-up communities – through an enhanced, fully integrated homebuying experience
Beazer shareholders to receive $33.50 per share in cash
Dream Finders reaffirms its full-year 2026 outlook of 9,250 homes, reflecting confidence in near-term execution and the strength of its standalone business
JACKSONVILLE, Fla & ATLANTA.— August 7, 2026 — Dream Finders Homes, Inc. (NYSE: DFH) ("Dream Finders") and Beazer Homes USA, Inc. (NYSE: BZH) ("Beazer") today announced that they have entered into a definitive agreement under which Dream Finders will acquire Beazer in an all-cash transaction at an enterprise value of approximately $2.2 billion. Under the terms of the agreement, Beazer shareholders will receive $33.50 in cash for each share of Beazer common stock, representing an implied purchase price-to-book multiple of 0.8x.
Beazer is a leading national homebuilder operating in 15 markets across 13 states. The company designs, builds and sells new homes across a range of communities and price points, specializing in personalized homebuilding, land development, and homebuyer financing to make homeownership more attainable.
Together, the two companies will form the nation's sixth-largest homebuilder,1 with highly complementary footprints, expanded product offerings, and deeper capabilities across many of the country's largest and fastest-growing housing markets. The combination also brings together two exceptional teams, deepening the combined company's bench of experienced homebuilding talent, operational expertise, and customer-focused culture that will serve as the foundation for long-term growth.
Upon closing, the combined company will operate in 26 markets and approximately 520 active communities across the Southeast, Mid-Atlantic, Texas, the West, and the Midwest – regions that represent some of the highest demand corridors in the country. With increased reach across both entry-level and move-up communities, the platform is well-positioned to serve a broader buyer base across multiple price points, while driving meaningful affordability improvements through purchasing efficiencies and a more seamless homebuying experience.
1 Based on CY2025A revenue within U.S. headquartered home builders.
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Patrick Zalupski, Founder, CEO, and Co-Chairman of Dream Finders, said, "As someone who started Dream Finders from the ground up, I know what it takes to build a culture that puts homebuyers first, and that's exactly what I see in Beazer. They have built something genuinely special – a talented team, strong communities, and a culture that puts customers at the center of everything they do. That resonates deeply with us. This combination is the next meaningful step in our journey to become a top 5 national homebuilder, expanding our geographic reach, broadening the range of buyers we can serve, and strengthening the integrated services we offer families from contract to close.”
Mr. Zalupski continued, “Together, I believe we'll build something enduring – a company with the scale to compete nationally, but always with the care and commitment that has defined both of our companies from day one. I want to recognize the incredible dedication of both the Beazer and Dream Finders teams who have worked tirelessly to reach this moment. I couldn't be prouder of what we've accomplished together, and I am genuinely excited to get this over the finish line and start building our future together.”
Rick Beckwitt, Co-Chairman of Dream Finders, said, “This transaction represents an important milestone for Dream Finders and reflects our Board's confidence in the strategic and financial merits of combining two leading companies. Patrick and the team have mapped out a detailed integration plan to maximize synergies that will drive long-term growth and profitability.”
Mr. Beckwitt added, “We have great respect for what Alan Merrill and the Beazer team have accomplished. We look forward to executing our strategy as a larger and even stronger company and welcoming a very talented group of Beazer employees to the Dream Finders family.”
Allan P. Merrill, Chairman, President and CEO of Beazer Homes, said, “Over nearly 20 years, we have transformed Beazer into one of the nation’s largest homebuilders through a strategy focused on delivering on energy efficient homes and best-in-class customer experiences. This transaction represents the culmination of a comprehensive review of opportunities to maximize value and provides Beazer shareholders with a significant and certain cash return in an uncertain market. I am proud of our people and want to thank our entire organization for their exceptional work to ensure that, together with Dream Finders, we continue providing homebuyers across the country with a high-quality product and outstanding service."
Strategic & Financial Transaction Highlights
•Will establish the sixth-largest U.S. homebuilder with complementary geographic footprints spanning 26 of the top 50 MSAs2, broadening exposure to the country's highest-growth markets and unlocking a powerful platform for long-term expansion
•Complementary product strategies across entry-level and move-up positions, improving margin mix, reducing cycle times; anticipate the combined company will compete more effectively across a broader range of buyers and price points
•Enhances the homebuying experience through lower unit costs and expanded financial services, utilizing Dream Finders' in-house title insurance and mortgage banking capabilities to deliver greater value and convenience to customers
•Expected to generate over $100 million in annual run-rate cost synergies from production efficiencies, purchasing improvements, reduced overhead costs, elimination of duplicate public company costs, higher mortgage and title insurance capture rates, and lower insurance costs
•Expected to be double-digit percentage accretive to EPS in year one, underpinned by strong revenue growth, disciplined cost management, and rapid synergy realization
2 Metropolitan Statistical Area Defined by The U.S. Office of Management and Budget, which are ranked by population size.
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Additional Details About the Transaction
Dream Finders expects to finance the transaction through a combination of existing capital resources and committed financing from Goldman Sachs, Bank of America, and affiliates of Kennedy Lewis Asset Management. Following transaction close, Dream Finders expects to continue executing its growth plans while maintaining its commitment to a 100% land-light strategy. Dream Finders is committed to returning to or improving current leverage metrics within 18 to 24 months, which aligns with the Company’s commitment to building scale while reducing leverage over time.
The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including approval by Beazer shareholders and receipt of required regulatory approvals.
Dream Finders Homes Financial Outlook
Dream Finders also reaffirmed its full year 2026 outlook of approximately 9,250 home closings for the full year 2026, as announced in second quarter 2026 results on July 30, 2026. Such outlook does not take into account any home closings arising from Beazer’s operations that may occur after closing or any other impacts of the transaction.
Beazer Homes Fiscal Third Quarter 2026 Results
In a separate press release issued today, Beazer reports fiscal third quarter 2026 financial results. Given the pending transaction with Dream Finders Homes, Beazer is withdrawing its previously issued financial outlook and will not host its earnings conference call and webcast that was previously scheduled for Monday, August 10, 2026.
Advisors
Goldman Sachs & Co. LLC, BofA Securities, Zelman Partners and Vestra Advisors are acting as financial advisors to Dream Finders, Foley & Lardner LLP is acting as legal counsel and Edelman Smithfield is acting as strategic communications advisor.
J. P. Morgan Securities LLC and Moelis & Company LLC are acting as Beazer’s financial advisors. King & Spalding LLP is serving as legal advisor. Collected Strategies is serving as strategic communications advisor.
For more information, visit announcement.dreamfindershomes.com.
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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.
About Beazer Homes
Beazer Homes (NYSE: BZH), headquartered in Atlanta, Georgia, is a leading national homebuilder in energy-efficient construction. Building on a legacy spanning nine generations, Beazer crafts homes that deliver savings and lasting value. Beazer’s trusted team of experts guide homebuyers through the building and purchasing process to deliver an industry-leading customer experience. With curated design options, buyers can personalize their homes with confidence. Beazer's exclusive Mortgage Choice program provides access to competitive loan offers from multiple lenders, helping homebuyers choose the best financing for their individual needs. Beazer builds in 13 states nationwide. For more information, visit www.beazer.com, or check out Beazer on Facebook, Instagram and Twitter.
Cautionary Statement Regarding Forward-Looking Information
The information presented herein may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving Dream Finders Homes’s and Beazer’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and neither Dream Finders Homes nor Beazer assumes any duty to update forward-looking statements other than as required by law. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
In addition to factors previously disclosed in Dream Finders Homes’s and Beazer’s reports filed with the Securities and Exchange Commission, the following factors, among others, could cause actual results to differ materially from forward-looking statements and historical performance: the occurrence of any event, change or other circumstances that could give rise to right of one or both of the parties to terminate the definitive merger agreement between Dream Finders Homes and Beazer; the outcome of any legal proceedings that may be instituted against Dream Finders Homes or Beazer; the failure of Beazer to obtain necessary stockholder and regulatory approvals or to satisfy any of the other conditions to the Transaction on a timely basis or at all; the possibility that the anticipated benefits of the Transaction are not realized when expected or at all; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Transaction; Dream Finders Homes’s ability to obtain financing and complete the acquisition and integration of Beazer successfully or fully realize cost savings and other benefits and other consequences associated with mergers, acquisitions and divestitures; negative effects of announcing the Transaction or the consummation of the Transaction on the market price of our common stock, credit ratings or operating results; and the potential impact of announcement of the Transaction or consummation thereof on relationships, including with employees, customers and competitors.
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Important Information and Where to Find It
In connection with the acquisition described in this press release (the “Transaction”), Beazer intends to file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement and a definitive proxy statement (the “Proxy Statement”). The Proxy Statement (if and when available) will be mailed to stockholders of Beazer. INVESTORS AND SECURITY HOLDERS OF BEAZER ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING DREAM FINDERS HOMES, BEAZER, THE TRANSACTION AND RELATED MATTERS. Investors may obtain free copies of these documents (when they are available) and other documents filed with the SEC at www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by Beazer by going to Beazer’s website at ir.beazer.com.
Participants in the Solicitation
Beazer and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Beazer in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of Beazer and other persons who may be deemed to be participants in the solicitation of stockholders of Beazer in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in Beazer’s proxy statement for its 2026 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on December 22, 2025 and any subsequent filings with the SEC. In addition, Dream Finders Homes and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Beazer in connection with the Transaction. Information about certain of Dream Finders Homes’s directors and executive officers is set forth in Dream Finders Homes’s proxy statement for its 2026 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 16, 2026, Dream Finders Homes’s Annual Report on Form 10-K filed with the SEC on February 24, 2026, and any subsequent filings with the SEC. To the extent that holdings of Beazer’s securities by the directors and executive officers of Beazer have changed from the amounts set forth in the proxy statement for its 2026 Annual Meeting of Stockholders, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the Transaction may be obtained by reading the Proxy Statement regarding the Transaction when it becomes available. Free copies of these documents may be obtained as described above and, with respect to the information about Dream Finders Homes’s directors and executive officers, at the Dream Finders Homes’s website at investors.dreamfindershomes.com.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to, and does not constitute or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
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Contacts:
For Dream Finders
Investor Contacts:
Jonathan Salzberger / Scott Winter
Innisfree M&A Incorporated
+1 (212) 750-5833
Media Contact:
DFH@edelmansmithfield.com
For Beazer
Investor Contact:
David I. Goldberg
Sr. Vice President & Chief Financial Officer
770-829-3700
investor.relations@beazer.com
Media Contact:
Nick Lamplough / Jim Golden / Clayton Erwin
Collected Strategies
Beazer-CS@collectedstrategies.com
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VOTING AND SUPPORT AGREEMENT
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 6, 2026, by and between BEAZER HOMES USA, INC., a Delaware corporation (the “Company”), and DREAM FINDERS HOMES, INC., a Texas corporation (the “Stockholder”). The Company and the Stockholder are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
RECITALS
WHEREAS, concurrently with the execution of this Agreement, the Stockholder, Bulldogs Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of the Stockholder (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving corporation;
WHEREAS, as of the date hereof, the Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the number of shares of common stock, par value $0.001 per share, of the Company (“Company Common Stock”), set forth opposite the Stockholder’s name on Schedule A (all such shares of Company Common Stock, together with any shares of Company Common Stock or other voting equity securities of the Company that are hereafter issued to or otherwise directly or indirectly acquired or beneficially owned (including in connection with an Adjustment) by the Stockholder prior to the Expiration Time (the “After-Acquired Shares”), being referred to herein as the Stockholder’s “Covered Shares”); and
WHEREAS, as a condition to the willingness of the Company to enter into the Merger Agreement, and as a material inducement and in consideration therefor, the Stockholder has entered into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties, intending to be legally bound, agree as follows:
1.Definitions.
1.1As used in this Agreement, the following terms have the meanings set forth below:
“Adjustment” means any stock split, reverse stock split, stock dividend (including any dividend or distribution of Equity Interests convertible into or exercisable or exchangeable for shares of Company Common Stock), recapitalization, reclassification, combination, exchange of shares or other similar event with respect to the capital stock of the Company.
“Adverse Proposal” means: (i) any Acquisition Proposal; (ii) any amendment or other change to the Company Charter or the Company By-Laws that would change the voting rights of any Shares or the number of Shares required to adopt the Merger Agreement; (iii) any action, proposal or transaction that would reasonably be expected to result in a breach of any covenant, agreement, representation or warranty or any other obligation of the Company set forth in the Merger Agreement; and (iv) any other action, proposal or transaction that would reasonably be expected to impede, interfere with, delay, postpone, discourage or prevent the consummation of the Merger and the other Transactions in any material respect.
“Expiration Time” means the earlier to occur of (i) the Effective Time and (ii) the date and time that the Merger Agreement is validly terminated in accordance with the terms and provisions thereof.
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“Transfer” means any direct or indirect (i) sale, tender, exchange, assignment, encumbrance, gift, pledge, hypothecation, disposition or other transfer (by operation of Law or otherwise), voluntarily or involuntarily, or entry into any contract, option or other arrangement or understanding with respect to any sale, tender, exchange, assignment, encumbrance, gift, hedge, pledge, hypothecation, disposition or other transfer (by operation of Law or otherwise), of any Covered Shares (excluding, for the avoidance of doubt, any sale, tender, exchange, assignment, encumbrance, gift, hedge, pledge, hypothecation, disposition or other transfer pursuant to this Agreement or the Merger Agreement) or any right, title or interest therein; (ii) (x) deposit of any Covered Shares into a voting trust, (y) entry into a voting agreement with respect to any Covered Shares or (z) grant of any irrevocable or revocable proxy or power of attorney with respect to any Covered Shares, except, in each case of sub-clauses (x) through (z), this Agreement or as otherwise expressly provided herein; (iii) entry into any hedge, swap or other transaction which is designed to (or is reasonably expected to lead to or result in) a transfer of the economic consequences of ownership of any Covered Shares, whether any such transaction is to be settled by delivery of Covered Shares, in cash or otherwise; or (iv) agreement, arrangement, understanding or commitment (whether or not in writing) to take any of the actions referred to in the foregoing sub-paragraphs (i) through (iii).
“Willful and Material Breach” means a deliberate action taken or deliberate failure to act that the breaching party intentionally takes (or fails to take) and actually knows that it would, or would reasonably be expected to, be or cause a material breach of this Agreement.
1.2All other capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
2.No Transfer; No Inconsistent Arrangements.
2.1From the date hereof until the Expiration Time, the Stockholder agrees not to Transfer any of the Stockholder’s Covered Shares; provided that (x) the Stockholder may Transfer Covered Shares to any wholly owned Subsidiary of the Stockholder if such transferee agrees in writing to be bound by the terms of this Agreement, and (y) if any involuntary Transfer of any of the Stockholder’s Covered Shares shall occur (including a sale by the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall, subject to applicable Law, take and hold such Covered Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effect until the Expiration Time. Any action taken in violation of the immediately preceding sentence shall, to the fullest extent permitted by Law, be null and void ab initio.
2.2From the date hereof until the Expiration Time, the Stockholder shall not, directly or indirectly, take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing, impairing or materially delaying the Stockholder from performing any of its obligations under this Agreement or that would, or would reasonably be expected to, have the effect of preventing, impairing or materially delaying, the consummation of the Merger or the other Transactions or the performance by the Company of its obligations under the Merger Agreement.
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3.Agreement to Vote. From the date hereof until the Expiration Time, the Stockholder irrevocably and unconditionally agrees that, at every meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, the Stockholder shall, in each case, to the fullest extent that the Stockholder’s Covered Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Covered Shares to be counted as present thereat for the purpose of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all such Covered Shares (i) in favor of (A) the adoption of the Merger Agreement and approval of the Merger and the other Transactions and (B) any proposal to adjourn or postpone any meeting of the Company Stockholders to a later date if there are not sufficient votes to approve the Merger Agreement; and (ii) against any Adverse Proposal. Such Stockholder shall retain at all times the right to vote (or execute consents or proxies with respect to) the Stockholder’s Covered Shares in the Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 3 that are at any time or from time to time presented for consideration to the stockholders of the Company generally. For the avoidance of doubt, the foregoing commitments in this Section 3 apply to any Covered Shares held by any trust, limited partnership or other entity directly or indirectly holding Covered Shares over which the applicable Stockholder exercises direct or indirect voting control (if any).
4.Additional Covenants.
4.1Waiver of Certain Actions. The Stockholder agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company or any of its affiliates or successors or any of their respective directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Merger) or (b) alleging a breach of any duty of the Company Board in connection with the Merger Agreement, this Agreement, the Transactions or the transactions contemplated hereby; provided that this Section 4.1 shall not (i) limit any actions taken by the Stockholder in response to any claims commenced against the Stockholder, its affiliates or its Representatives, (ii) be deemed a waiver of any rights of the Stockholder for any breach of this Agreement by the Company, or (iii) limit any rights of the Stockholder under this Agreement or the Merger Agreement.
4.2Notice of Certain Events. Each Party agrees to notify the other Party of any development occurring after the date hereof that causes, or that would reasonably be expected to cause, any material breach of any of its representations and warranties set forth in Section 5 or Section 6, as applicable.
5.Representations and Warranties of The Stockholder. The Stockholder represents and warrants to the Company that:
5.1Due Organization; Authority.
(a)(i) the Stockholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, (ii) the Stockholder has all the necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement, and to consummate the transactions contemplated hereby, (iii) the execution and delivery of this Agreement, the performance and compliance by the Stockholder with each of its obligations herein, and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Stockholder, and (iv) no other corporate proceedings on the part of the Stockholder are necessary to authorize this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.
(b)This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as limited by applicable Laws affecting the enforcement of creditors’ rights generally or by general equitable principles (whether considered in a proceeding at law or in equity).
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5.2Ownership of the Covered Shares; Voting Power. The Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of the Stockholder’s Covered Shares and has good and marketable title to all of the Stockholder’s Covered Shares free and clear of any Liens in respect of such Covered Shares, other than those created by this Agreement or those imposed by applicable securities Law (collectively, “Permitted Liens”). The Covered Shares listed on Schedule A opposite the Stockholder’s name constitute all of the shares of capital stock of the Company or any other securities of the Company beneficially owned by the Stockholder as of the date hereof. As of the date hereof, the Stockholder has not entered into any agreement to Transfer any such Covered Shares. The Stockholder has full voting power with respect to all of the Stockholder’s Covered Shares, and full power of disposition with respect to such Covered Shares, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Covered Shares. None of the Stockholder’s Covered Shares are subject to any stockholders’ agreement, proxy, voting trust or other agreement, arrangement or Lien with respect to the voting of such Covered Shares, except as expressly provided herein (including Permitted Liens).
5.3No Conflicts; Consents. The execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby will not, directly or indirectly (with or without notice or lapse of time, or both), (a) conflict with or violate any provision of the certificate of incorporation or bylaws or equivalent organizational documents of the Stockholder, (b) conflict with or violate any Law applicable to the Stockholder or by which any property or asset of the Stockholder (including the Covered Shares) is bound or affected, or (c) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or give others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Permitted Liens) on any property or asset of the Stockholder (including the Covered Shares) pursuant to, any Contract to which the Stockholder is a party or by which the Stockholder or any of the properties or assets of the Stockholder (including the Covered Shares) is bound, except, in the case of each of clauses (b) and (c), as would not, individually or in the aggregate, reasonably be expected to prevent, impair or delay the consummation by the Stockholder of the transactions contemplated by this Agreement or otherwise prevent, impair or delay the Stockholder’s ability to perform the Stockholder’s obligations hereunder.
5.4No Legal Proceedings. There are no Proceedings pending against or, to the knowledge of the Stockholder, threatened against or affecting the Stockholder or any of the Stockholder’s properties or assets (including any of the Stockholder’s Covered Shares), at law or in equity, or before or by any Governmental Entity, that would, individually or in the aggregate, reasonably be expected to prevent, impair or delay the consummation by the Stockholder of the transactions contemplated by this Agreement or otherwise prevent, impair or delay the Stockholder’s ability to perform its obligations hereunder.
5.5Opportunity to Review; Reliance. The Stockholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of the Stockholder’s own choosing. The Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.
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6.Representations and Warranties of the Company. The Company represents and warrants to the Stockholder that:
6.1Due Organization; Authority.
(a)(i) The Company is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, (ii) the Company has all the necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its obligations under this Agreement, and to consummate the transactions contemplated hereby, (iii) the execution and delivery of this Agreement, the performance and compliance by the Company with each of its obligations herein, and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and (iv) no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation by the Company of the transactions contemplated hereby.
(b)This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable Laws affecting the enforcement of creditors’ rights generally or by general equitable principles (whether considered in a proceeding at law or in equity).
6.2No Conflicts; Consents. The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company and the consummation of the transactions contemplated hereby will not, directly or indirectly (with or without notice or lapse of time, or both), (a) conflict with or violate any provision of the certificate of incorporation or bylaws or equivalent organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any property or asset of the Company is bound or affected, or (c) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or give others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than Permitted Liens) on any property or asset of the Company pursuant to, any Contract to which the Company is a party or by which the Company or any of the properties or assets of the Company is bound, except, in the case of each of clauses (b) and (c), as would not, individually or in the aggregate, reasonably be expected to prevent, impair or delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise prevent, impair or delay the Company’s ability to perform the Company’s obligations hereunder.
6.3No Legal Proceedings. There are no Proceedings pending against or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s properties or assets, at law or in equity, or before or by any Governmental Entity, that would, individually or in the aggregate, reasonably be expected to prevent, impair or delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise prevent, impair or delay the Company’s ability to perform its obligations hereunder.
6.4No Other Representations. The Company acknowledges and agrees that, except for the representations and warranties of the Stockholder contained in Section 5, Article IV of the Merger Agreement or any certificate provided in connection with the Merger Agreement, the Stockholder is not making and has not made, and no other Person is making or has made, on behalf of the Stockholder, any express or implied representation or warranty in connection with this Agreement or the transactions contemplated hereby.
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7.Termination. Unless earlier terminated by the written consent of the Company (in its sole and absolute discretion), this Agreement shall terminate automatically and shall have no further force or effect as of the Expiration Time. Upon termination of this Agreement, no Party shall have any further obligations or liabilities under this Agreement; provided, however, that (x) nothing set forth in this Section 7 shall relieve any Party from liability for Willful and Material Breach of this Agreement prior to termination hereof; provided that in the event the Effective Time shall have occurred, the Stockholder shall not have any liability or other obligation hereunder whatsoever, including with respect to any Willful and Material Breach occurring prior thereto and (y) the provisions of Section 8 shall survive any termination of this Agreement.
8.Miscellaneous.
8.1Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
8.2Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned, in whole or in part (whether by operation of law or otherwise), or delegated by (a) the Company, without the prior written consent of the Stockholder, or (b) the Stockholder, without the prior written consent of the Company.
8.3Amendment and Waiver. This Agreement may be amended, and any provision of this Agreement may be waived; provided, however, that any such amendment or waiver shall be binding upon the Stockholder only if such amendment or waiver is set forth in a writing executed by the Stockholder, and any such amendment or waiver shall be binding upon the Company only if such amendment or waiver is set forth in a writing executed by the Company. No waiver of any provision hereunder or any breach or default thereof shall extend to or affect in any way any other provision or prior or subsequent breach or default.
8.4Enforcement Remedies.
(a)Except as otherwise expressly provided herein, any remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.
(b)The Parties agree that irreparable injury will occur in the event that any of the provisions of this Agreement is not performed in accordance with its specific terms or is otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is agreed that prior to the valid termination of this Agreement pursuant to Section 7, each Party shall be entitled to an injunction or injunctions to prevent or remedy any breaches or threatened breaches of this Agreement by any other Party, to a decree or order of specific performance specifically enforcing the terms and provisions of this Agreement and to any further equitable relief.
(c)The Parties’ rights in this Section 8.4 are an integral part of the transactions contemplated hereby and each Party hereby waives any objections to any remedy referred to in this Section 8.4 (including any objection on the basis that there is an adequate remedy at Law or that an award of such remedy is not an appropriate remedy for any reason at Law or equity). For the avoidance of doubt, each Party agrees that there is not an adequate remedy at Law for a breach of this Agreement by any Party. In the event any Party seeks any remedy referred to in this Section 8.4, such Party shall not be required to obtain, furnish, post or provide any bond or other security in connection with or as a condition to obtaining any such remedy.
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8.5Notices. All notices, consents and other communications hereunder shall be in writing and shall be given in the manner described in Section 9.2 of the Merger Agreement, addressed as follows: (i) if to the Company, to the email addresses set forth in Section 9.2 of the Merger Agreement, and (ii) if to the Stockholder, to the email addresses set forth in Section 9.2 of the Merger Agreement, or to such other email address as such Party may hereafter specify for the purpose by notice to each other Party.
8.6Governing Law; Jurisdiction.
(a)This Agreement, together with all Proceedings, issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any Proceeding or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to agreements executed and performed entirely within such State, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction), that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
(b)Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the United States District Court for the District of Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding, except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the United States District Court for the District of Delaware, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the United States District Court for the District of Delaware, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts, and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 8.6(b) in the manner provided for notices in Section 8.5. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Law.
8.7Waiver of Trial by Jury. THE PARTIES WAIVE ANY RIGHT, TO THE FULLEST EXTENT PERMITTED BY LAW, TO A TRIAL BY JURY IN ANY ACTION, CLAIM OR PROCEEDING (A) ARISING UNDER THIS AGREEMENT OR (B) ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING.
8.8Complete Agreement; Third Party Beneficiaries.
(a)This Agreement, together with the Merger Agreement (together with the Exhibits, Disclosure Schedules and the other documents delivered pursuant thereto) and each of the other documents, instruments and agreements delivered in connection with the transactions contemplated hereby and thereby contain the complete agreement between the Parties and supersede any prior understandings, agreements or representations by or between the Parties, written or oral, which may have related to the subject matter hereof in any way.
(b)Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.
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8.9Counterparts. This Agreement may be executed in multiple counterparts (including by Electronic Delivery), each of which will be deemed an original (and will have the same binding legal effect as if it were the original signed version) but all of which together will be considered one and the same agreement and will become effective when counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. No Party may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a contract, and each Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
8.10Mutual Drafting; Interpretation.
(a)Each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision. Headings of the articles and sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretive effect whatsoever. Except as otherwise indicated, all references in this Agreement to “Sections” are intended to refer to Sections of this Agreement. The schedule attached to this Agreement constitutes a part of this Agreement and is incorporated in this Agreement for all purposes.
(b)For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” shall mean “including, without limitation”. The words “shall” and “will” mean “must,” and shall and will have equal force and effect and express an obligation. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “$” shall be deemed references to United States dollars. The word “or” is not exclusive, and shall be interpreted as “and/or”. The term “affiliates” shall have the meaning set forth in Rule 12b-2 of the Exchange Act.
8.11Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such cost or expense. For the avoidance of doubt, nothing in this Section 8.11 shall be interpreted as in any way limiting the Stockholder’s right to the Company Termination Fee in circumstances in which the Stockholder is entitled to receive the Company Termination Fee pursuant to the Merger Agreement.
8.12Further Assurances. The Stockholder will execute and deliver, or cause to be executed and delivered, all further documents and instruments and use the Stockholder’s reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law, to perform the Stockholder’s obligations under this Agreement, as the Company may reasonably request.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
BEAZER HOMES USA, INC. By: /s/ Allan P. Merrill Name: Allan P. Merrill Title: Chairman, President and Chief Executive Officer | ||
DREAM FINDERS HOMES, INC. By: /s/ Robert Riva Name: Robert Riva Title: Vice President and General Counsel | ||
[Signature Page to Voting and Support Agreement]
Schedule A
Stockholder | Shares of Company Common Stock | ||||||||||
DREAM FINDERS HOMES, INC. | 930,128 | ||||||||||
[Schedule A to Voting and Support Agreement]
Dream Finders Homes to Acquire Beazer Homes, Creating the 6th Largest Homebuilder in the U.S. August 7th, 2026
2 Media Contact: DFH@edelmansmithfield.com The information presented herein may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving the Company’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and the Company does not assume any duty to update forward-looking statements other than as required by law. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. In addition to factors previously disclosed in the Company’s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements and historical performance: the occurrence of any event, change or other circumstances that could give rise to right of one or both of the parties to terminate the definitive merger agreement between the Company and Beazer; the outcome of any legal proceedings that may be instituted against the Company or Beazer; the failure of Beazer to obtain necessary stockholder and regulatory approvals or to satisfy any of the other conditions to the Merger on a timely basis or at all; the possibility that the anticipated benefits of the Merger are not realized when expected or at all; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger; the Company’s ability to obtain financing and complete the acquisition and integration of Beazer successfully or fully realize cost savings and other benefits and other consequences associated with mergers, acquisitions and divestitures; negative effects of announcing the Merger or the consummation of the Merger on the market price of our common stock, credit ratings or operating results; and the potential impact of announcement of the Merger or consummation thereof on relationships, including with employees, customers and competitors. Forward-Looking Statements
3 Dream Finders Homes Announces Definitive Agreement to Acquire Beazer Homes for $33.50 Per Share All Cash
4 Transaction Overview Source: FactSet; market data as of 04-Aug-2026 Consideration and Valuation • $33.50 per share of Beazer Homes (BZH) in cash • Total enterprise value of $2.2 billion • Implied transaction price to book multiple of 0.8x Expected Financial Benefits • Creates 6th largest listed homebuilder by revenue • Over $100 million in annual run-rate cost synergies in addition to incremental revenue growth opportunities • Double-digit percentage EPS accretion in the first full year post-close Funding • Funded through committed financing from Goldman Sachs, Bank of America and affiliates of Kennedy Lewis Asset Management • Kennedy Lewis will acquire land assets at closing to continue DFH’s land light strategy • Despite initial uptick in leverage, committed to deleveraging post-transaction and returning to or improving current leverage metrics within 18-24 months Timing and Approvals • Subject to regulatory approvals and customary closing conditions • Anticipated to close in Q4 2026
5 $33,792 $33,524 $17,312 $11,158 $10,099 $6,589 $6,131 $5,858 $4,323 $2,266 LEN DHI PHM TOL NVR KBH MTH DFH BZH Pro Forma Combination Creates Top-10 Homebuilder Source: Company filings Note: Based on CY2025A revenue within U.S.-headquartered home builders. CY 2025A Total Revenue, ($ in millions) Pro Forma
6 Introducing the New Dream Finders Homes (Giving effect to the transaction) CY2025A Home Building Revenue ($ millions) $ 4,145 $ 2,202 $ 6,347 CY2025A Home Building Gross Margin (%) 17.4 % 13.5 % 16.1 % CY2025A Closings 8,608 4,220 12,828 CY2025A Average Selling Price ($ 000s) $ 478 $ 526 $ 494 2 Total Controlled Lots 63,509 3 24,435 4 87,944 Total Active Communities 353 3 169 4 522 CY2025A Revenue by Geography 34% 26% 41% 26% 26% 48% 13% 25% 61% Midwest / West Southeast Mid-Atlantic / East Source: Company filings 1 Represents TTM ending December 31, 2025, as BZH’s fiscal year ends on September 30. 2 Pro Forma Average Selling Price (ASP) represents the weighted average of each company’s ASP based on home closings. 3 As of June 30, 2026. 4 As of March 31, 2026. 1
7 Breadth diversifies demand across price points and geographies, supporting sales velocity and reducing volatility Superior customer experience with lower unit costs, faster cycle times, and enhanced long-term value creation Combination creates 6th largest listed homebuilder in U.S., with combined total revenue of $6.6 billion Complementary product strategies across entry-level and move-up price points; combined company to compete more effectively while expanding and deepening offerings Expected to be highly accretive to 2027 unit closings, revenue, EBITDA, net income, and returns Leverage DFH’s financial services platform – including mortgage banking solutions, title services & underwriting Highly complementary footprint with expanded operations in 26 of the top 50 MSAs1 Over $100 million in annual run-rate cost synergies from direct cost savings, improved cycle times, reduced overhead costs, elimination of duplicate public company costs, and financial services capture Combined company will control approximately 88,000 lots and will have approximately 520 active communities, positioning the Company for long-term growth and profitability Strategic Addition of BZH Creates a Scaled, Industry Leading Land-Light Builder 1 Metropolitan Statistical Area Defined by The U.S. Office of Management and Budget, which are ranked by population size.
8 Enhanced Returns Through a Comprehensive 100% Land-Light Model ✓ Lower capital intensity ✓ Faster inventory turns ✓ Minimized land risk exposure ✓ Higher return on equity Increased Scale Drives Significant Synergies ✓ Direct cost savings / lower construction costs ✓ Improved construction cycle times ✓ Reduced operating overhead expenses ✓ Elimination of duplicate public company costs ✓ Access to more land opportunities and trade contractors ✓ Lowers required capital deployments to support growth in short-term Immediate New Revenue Opportunities ✓ Ancillary revenue through mortgage and title roll- out ✓ Expanded product lines promotes cross-selling ✓ Deliver a seamless one-stop-shop experience Significant Synergy and Value Creation Opportunities With Room for Upside Double Digit Percentage EPS Accretion in Year 1 Over $100 Million in Annual Run-rate Cost Synergies Expected
9 DFH Markets BZH Markets DFH Presence BZH Presence DFH & BZH Presence Source: Company filings The Combination of DFH and BZH Creates the 6th Largest, Nationally Scaled Builder Mid-Atlantic Southeast Midwest West East
10 $1,009 $544 $533 $525 $462 $460 $459 $451 $451 $438 $373 $370 $367 $362 $358 $325 TOL PHM HOV BZH KBH PF DFH MHO GRBK NVR DFH MTH LEN LGIH DHI CCS SDHC Complementary Product Mix Across Customer Segments Source: Company filings Entry-level Move-Up Active-Adult Average Sales Price (MRQ, $ in thousands) Proforma DFH Pro Forma
11 1,683 1,535 1,074 522 459 442 353 340 330 169 LEN DHI PHM Pro Forma TOL NVR BZH MTH CCS DFH Pro Forma Combination Creates a Leading Community Count Source: Company filings Note: Based on latest available community count within U.S.-headquartered home builders. 1 Based on broker research model. Total Community Count 1 Pro Forma
12 569 495 228 184 88 77 73 64 60 24 DHI LEN PHM NVR Pro Forma TOL MTH DFH CCS BZH Total Controlled Lots (in thousands) Pro Forma Combination Expands Lot Position While Preserving DFH's Land-Light Model Source: Company filings Note: Data is as of the latest available financial reports for each respective company. DFH PF Owned vs. Option Lots Owned Lots 22% Option Lots 78%
13 An Industry Leader Across Attractive Markets Source: Zonda observed closings, trailing 12 months (4Q25 market summaries); combined vs. each market’s top-25 ladder ¹ DFH includes Crescent Homes (acquired). ² BZH-only markets — no DFH presence; shown for completeness (source: Builder local leaders, 2025). DFH-only markets unchanged: Jacksonville #3, Denver #8, Austin #16, Charlotte #24, Sarasota #24; Tampa, Naples, South Florida below top 25. Shared Markets DFH Rank BZH Rank Pro Forma Rank Nashville1 #11 #6 #3 Houston #5 #25 #5 Dallas – Ft. Worth #10 #12 #7 Raleigh – Durham #13 >#25 #7 San Antonio #18 #20 #9 Suburban Maryland #17 #10 #9 Indianapolis2 - #9 #9 Central Florida #12 >#25 #10 Increased Scale Across all markets 8 of 8 Shared markets ranked top-10
14 DFH Has a Proven Playbook and Successful Track Record of Creating Value in Land-Light M&A Source: Company filings 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 Utilized increased scale to drive a reduction in vertical construction and land development costs resulting in improved homebuilding financial performance Successfully Acquired and Integrated 10 Transactions Over the Last 7 Years May 2025April 2025March 2025January 2025July 2024February 2024October 2021January 2021October 2020May 2019 Integration of Financial Services Enhancing the homebuying experience and capturing value across the transaction lifecycle through an integrated platform offering mortgage origination, title services, and title insurance underwriting Q4 2026
15 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
Filing Exhibits & Attachments
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