Beazer Homes USA (BZH) Proxy filing summary

Executive summary

• A special meeting is scheduled for October 15, 2026, to vote on a proposed merger with Dream Finders Homes, Inc. (DFH), where shareholders will receive $33.50 per share in cash.

• The board unanimously recommends approval of the merger, citing a 78.5% premium to the unaffected stock price and favorable terms compared to standalone prospects.

• The merger will result in the company becoming a wholly owned subsidiary of DFH and delisting from the NYSE.

• If the merger is not completed, the company will remain independent, but may owe a $31.3 million termination fee to DFH under certain circumstances.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if necessary.

• Approval of the merger requires a majority of outstanding shares; failure to vote is counted as a vote against.

• DFH, holding 3.5% of shares, has entered into a voting agreement to support the merger.

• Shareholders who dissent may seek appraisal rights under Delaware law if strict procedures are followed.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, including outreach to multiple potential acquirers, before recommending the DFH transaction.

• Directors and executive officers collectively own 8.5% of outstanding shares and are expected to vote in favor.

• Post-merger, the board of the surviving corporation will be designated by DFH.