Beazer Homes Announces Merger to be Acquired for $33.50/Share

What Happened
Beazer Homes USA, Inc. (BZH) announced on Aug. 7, 2026 that it entered into a definitive Merger Agreement with Dream Finders Homes, Inc. (Parent) and a wholly owned merger subsidiary pursuant to which Beazer will become a wholly owned subsidiary of Dream Finders. The Company’s Board unanimously approved the transaction. Under the agreement each outstanding Beazer common share (other than excluded or dissenting shares) will be converted into the right to receive $33.50 per share in cash. The company expects the merger to close in Q4 2026, subject to stockholder approval and customary regulatory clearances (including HSR) and other conditions. If completed, Beazer’s shares will be delisted from the NYSE and deregistered under the Exchange Act.

Key Details

• Cash consideration: $33.50 per outstanding share in cash (without interest), subject to withholding; dissenting shareholders limited to Section 262 appraisal rights.
• Equity awards: outstanding options, RSAs and performance awards will be cancelled for cash value—options vest and are cashed out for the excess of $33.50 over exercise price (options with exercise price ≥ $33.50 cancelled for no consideration); 2027 RSAs will be assumed and converted into Parent equity. Performance awards assumed achieved at target for payout calculations.
• Termination fee & timing: Beazer must pay a $31.3 million termination fee in certain circumstances; expected close in Q4 2026, with an outside date six months after the Merger Agreement (automatic three‑month extension possible for regulatory delays).
• Financing & voting: Parent obtained debt commitments to help finance the transaction, and Parent agreed to vote its shares in favor of the merger; Parent’s and Merger Sub’s obligations are not conditioned on financing.

Why It Matters
This is a cash buyout that would provide Beazer shareholders a fixed cash price of $33.50 per share if the deal closes. The transaction requires a shareholder vote and regulatory approvals, and completion would result in Beazer’s stock being removed from public trading and deregistered—eliminating ongoing public reporting. The agreement’s treatment of options and awards means holders will generally receive cash for vested and unvested equity (subject to the agreement’s formulas), while the $31.3M termination fee and no‑shop provisions can influence the likelihood and timing of alternative bids. Investors should watch the proxy filing, the stockholder vote, and HSR/regulatory clearance updates for next steps.