Opening the filing
8-K
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Introductory Note.
On October 20, 2026 (the “ Closing Date ”), Beazer Homes USA, Inc., a Delaware corporation (the “ Company ”, “ we ”, “ our ” or “ us ”), completed the previously announced merger of Bulldogs Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”) and a wholly owned subsidiary of Dream Finders Homes, Inc., a Texas corporation (“ Parent ”), with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of August 6, 2026 (the “ Merger Agreement ”), by and among Parent, Merger Sub and the Company, as previously disclosed by the Company on August 7, 2026 in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“ SEC ”).
Item 1.02 Termination of a Material Definitive Agreement.
On the Closing Date, in connection with the consummation of the Merger, all outstanding obligations due under the Credit Agreement, dated as of October 13, 2022 (as amended, restated or otherwise modified from time to time, the “ Credit Agreement ”), by and among the Company, the lenders and issuing lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, were repaid in full and the Credit Agreement was terminated.
In addition, as previously announced by the Company, on September 28, 2026, in accordance with the Indenture, dated as of September 24, 2019 (the “ Indenture ”), governing the terms of the Company’s $350 million aggregate principal amount of 7.250% Senior Notes due 2029 (the “ 2029 Notes ”), U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association (the “ 2029 Notes Trustee ”), delivered notice of conditional redemption to the holders of the 2029 Notes in relation to the redemption in full of all of the outstanding 2029 Notes on the date of the Effective Time (as defined below), conditioned upon the substantially concurrent completion of the Merger, in accordance with the Indenture.
On the Closing Date, Parent caused to be irrevocably deposited with the 2029 Notes Trustee sufficient funds to fund the redemption of the outstanding 2029 Notes.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On the Closing Date, pursuant to and in accordance with the Merger Agreement, 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 of the Merger (the “ Effective Time ”), each share of common stock, par value $0.001 per share, of the Company (each, a “ Share ”) that was issued and outstanding immediately prior to the Effective Time (other than Shares held by the Company as treasury stock, Shares held by Parent or Merger Sub, and Shares held by any direct or indirect wholly owned subsidiary of the Company or Parent (other than Merger Sub), in each case, immediately prior to the Effective Time, and Dissenting Shares (as defined below)) was converted into the right to receive $33.50 in cash, without interest (the “ Merger Consideration ”), and subject to any required withholding taxes.
In addition, at the Effective Time:
each option to purchase Shares granted under the Company’s equity plans (each, a “ Company Option ”) that was outstanding and unexercised, whether vested or unvested, as of immediately prior to the Effective Time was fully vested, cancelled and converted into the right to receive an amount in cash (without interest), if any, equal to the product of (A) the total number of Shares subject to such Company Option, multiplied by (B) the excess, if any, of the Merger Consideration over the exercise price per share under such Company Option, less applicable taxes required to be withheld with respect to such payment; provided, however, that any Company Option which had a per share exercise price that was greater than or equal to the Merger Consideration was cancelled at the Effective Time for no consideration or payment;
The information set forth in the Introductory Note of this Current Report is incorporated by reference in this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Merger, the Company requested that the New York Stock Exchange (the “ NYSE ”) suspend trading of the Shares and file with the SEC an application on Form 25 to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The delisting of Shares from the NYSE will be effective 10 days after the filing of the Form 25. Following the effectiveness of such Form 25, the Company expects to file with the SEC a certification on Form 15 requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares. Trading of the Shares on the NYSE was halted prior to the opening of trading on the Closing Date.
The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference in this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01 and Item 5.02 of this Current Report is incorporated by reference in this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the consummation of the Merger, as of the Effective Time, each of the directors of the Company – Allan P. Merrill, Howard C. Heckes, Lloyd E. Johnson, John J. Kelley III, Peter M. Orser, Norma A. Provencio, June Sauvaget, Alyssa P. Steele and C. Christian Winkle – resigned from the board of directors of the Company. At the Effective Time, Patrick O. Zalupski, Rick Beckwitt, Justin W. Udelhofen, Megha H. Parekh, Leonard M. Sturm, William W. Weatherford and Steve Fischer, each a director of Merger Sub immediately prior to the Effective Time, became directors of the Company.
In accordance with the terms of the Merger Agreement, the officers of the Company immediately prior to the Effective Time continued as the officers of the Company after the Merger and shall hold office until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Company and applicable law.
The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference in this Item 5.02.