Beazer Homes USA: merger completed for $33.50 per share

What happened

• The filing reported that, on the Closing Date (Oct 20, 2026), Merger Sub merged with and into the company, with the company surviving the merger as a direct wholly owned subsidiary of Parent. At the effective time, each issued and outstanding common share was converted into the right to receive $33.50 in cash, without interest, subject to withholding taxes.
• The filing reported that outstanding Company Options, restricted stock awards and performance-based awards were cancelled and converted into cash amounts as described in the merger agreement, with unvested performance conditions for uncompleted periods deemed achieved at target level where applicable.

Key details

• The filing reported repayment in full and termination of the credit agreement dated Oct 13, 2022, in connection with the closing.
• The filing reported that, on Sep 28, 2026, the 2029 notes trustee delivered notice of conditional redemption of the company’s $350,000,000 aggregate principal amount of 7.250% senior notes due 2029, and that Parent irrevocably deposited sufficient funds with the trustee on the Closing Date to fund the redemption.
• The filing reported that trading of the shares on the New York Stock Exchange was halted prior to the opening of trading on the Closing Date and that the company requested NYSE suspension and filed a Form 25 to delist the shares; the delisting will be effective 10 days after the Form 25 filing.
• The filing reported a change in control as of the Closing Date, the resignation of the company’s prior directors, the appointment of the Merger Sub directors as company directors, and that the company’s certificate of incorporation and bylaws were amended and restated (Exhibits 3.1 and 3.2).

Why it may matter

• The filing covers Item 1.02 (termination of a material definitive agreement), Item 2.01 (completion of acquisition or disposition of assets), Item 3.01 (notice of delisting), Item 3.03 (material modification to rights of security holders), Item 5.01 (changes in control), Item 5.02 (departure and election of directors), and Item 5.03 (amendments to certificate of incorporation and bylaws), each describing the actions listed above as reported in the 8-K. A filing does not show why the insider traded or why the company acted.