Beazer Homes USA (BZH) Proxy filing summary

Executive summary

• Dream Finders Homes will acquire Beazer Homes in an all-cash transaction valued at approximately $2.2 billion, with Beazer shareholders receiving $33.50 per share in cash.

• The combined entity will become the sixth-largest U.S. homebuilder, operating in 26 markets and approximately 520 active communities.

• The transaction is expected to generate over $100 million in annual run-rate cost synergies and be double-digit percentage accretive to EPS in the first year.

• The boards of both companies have unanimously approved the merger, which is anticipated to close in the fourth quarter of 2026, subject to shareholder and regulatory approvals.

Voting matters and shareholder proposals

• The merger requires approval by a majority of Beazer shareholders and satisfaction of customary regulatory conditions, including antitrust clearance.

• A proxy statement will be filed and mailed to shareholders, who are urged to read it for important information regarding the transaction.

• The agreement includes a $31.3 million termination fee payable by Beazer under certain circumstances, such as accepting a superior proposal.

Board of directors and corporate governance

• The merger agreement was unanimously approved by the boards of both companies.

• Upon closing, directors of the Merger Sub or individuals designated by Dream Finders will become directors of the surviving corporation.

• An amendment to Beazer’s bylaws establishes Delaware courts as the exclusive forum for certain corporate law matters.