Dream Finders Homes Announces Merger to Acquire Beazer Homes for $33.50/Share

What Happened
Dream Finders Homes, Inc. (DFH) announced on August 7, 2026 that it entered into a definitive Agreement and Plan of Merger to acquire Beazer Homes USA, Inc. Under the agreement Merger Sub (a DFH subsidiary) will merge into Beazer, with Beazer surviving as a wholly owned subsidiary of DFH. Beazer shareholders will receive $33.50 per share in cash at closing. The boards of both companies unanimously approved the merger, and DFH expects the transaction to close in its fourth quarter of 2026, subject to customary conditions including Beazer stockholder approval and antitrust clearance.

Key Details

• Cash consideration: $33.50 per issued and outstanding Beazer share (subject to tax withholdings); certain Beazer options, RSAs and performance awards will be cancelled and converted into cash payments per the agreement’s formulas. Beazer RSAs granted in Beazer’s 2027 fiscal year will be assumed and converted into DFH RSAs of equivalent fair market value.
• Financing commitments: DFH has commitments for a 364‑day senior unsecured bridge facility up to $900 million (Bank of America, BofA Securities, Goldman Sachs), an $800 million land bank facility from Kennedy Lewis, and a $450 million preferred equity investment (450,000 preferred shares at $1,000 each) from Kennedy Lewis affiliates.
• Approvals & timing: Closing conditioned on majority approval by Beazer shareholders, expiration/termination of the HSR waiting period, no continuing injunctions, and no Company Material Adverse Effect. DFH expects close in Q4 2026; Outside Date is Feb 6, 2027 (extendable to May 6, 2027 for antitrust).
• Other items: DFH entered a Voting and Support Agreement to vote any Beazer shares it owns in favor of the merger. If Beazer changes its board recommendation to accept a superior proposal under certain circumstances, Beazer may owe DFH a $31.3 million termination fee.

Why It Matters
This is a material acquisition for Dream Finders Homes: it is a cash acquisition funded by a combination of bridge debt, a land bank facility and preferred equity commitments (plus DFH cash), not contingent on securing permanent financing at closing. The deal sets a fixed cash price per Beazer share ($33.50), affects outstanding Beazer equity awards (mostly cashed out), and requires Beazer shareholder and antitrust approvals. Investors should monitor the proxy filing from Beazer, the scheduled special meeting vote, regulatory clearance progress (HSR/antitrust), and any updates to the financing package or termination events.