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. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
Merger On October 20, 2026 (the “Effective Time”), Dream Finders Homes, Inc., a Texas corporation (the “Company”), completed its previously announced acquisition of Beazer Homes USA, Inc., a Delaware corporation (“Beazer”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 6, 2026, by and among the Company, Bulldogs Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Beazer. Pursuant to the Merger Agreement, at the Effective Time, Merger Sub was merged with and into Beazer (the “Merger”), with Beazer surviving the Merger as a wholly owned subsidiary of the Company.
At the Effective Time:
• each issued and outstanding share of Beazer’s common stock, par value $0.001 per share (other than shares cancelled or converted pursuant to Section 2.1(b) of the Merger Agreement, immediately prior to the Effective Time), was converted into the right to receive $33.50 in cash, without interest (the “Merger Consideration”) and subject to any required withholding taxes;
• each option to purchase shares granted under Beazer’s equity plans (each, a “Beazer 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 Beazer Option, multiplied by (B) the excess, if any, of the Merger Consideration over the exercise price per share under such Beazer Option, less applicable taxes required to be withheld with respect to such payment; provided, however, that any Beazer 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;
• each restricted stock award granted under Beazer’s equity plans (each, a “Beazer RSA”), whether vested or unvested, that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash (without interest) equal to the product of (A) the aggregate number of shares subject to such Beazer RSA, multiplied by (B) the Merger Consideration, less applicable taxes required to be withheld with respect to such payment;
• each performance-based cash award granted under Beazer’s equity plans (each, a “Beazer Performance-Based Cash Award”) that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive (without interest) an amount in cash (less applicable taxes required to be withheld) equal to the value of such Beazer Performance-Based Cash Award (with the performance conditions for any uncompleted periods deemed achieved at target level); and
• each share held by Beazer as treasury stock or held directly by the Company or Merger Sub immediately prior to the Effective Time was automatically cancelled and ceased to exist, and no consideration or payment was delivered in exchange therefor or in respect thereof.
The aggregate consideration paid in connection with the Merger was approximately $878.4 million.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on August 7, 2026, and is incorporated by reference into this Item 2.01.
Financing The Company obtained financing from the sources described below, the aggregate proceeds of which, together with the Company’s available cash and other sources of funds, were used to consummate the Merger.
Preferred Equity Investment As previously disclosed, the Company entered into Subscription Agreements (the “Subscription Agreements”) with certain institutional investors (collectively, the “Purchasers”), pursuant to which the Company sold an aggregate of 225,000 shares of newly-created Series B Convertible Preferred Stock at a first closing on September 14, 2026, for an aggregate purchase price of $225.0 million and filed a Certificate of Designations with respect to the Series B Convertible Preferred Stock.
In connection with the closing of the Merger, the Company sold an additional 450,000 shares of Series B Convertible Preferred Stock (the “Additional Shares”) at a second closing for an aggregate purchase price of $450.0 million (the “Second Closing”). The Company used the proceeds from the sale of the Additional Shares to fund a portion of the Merger Consideration paid to equity holders of Beazer in connection with the closing of the Merger.
The Subscription Agreements and Certificate of Designations were previously described in the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2026 and such description is incorporated herein by reference; the summary of the Subscription Agreements and Certificate of Designations does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreements or forms of such agreements, as applicable, which are included as Exhibits 10.1 and 3.1, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2026 and are incorporated by reference into this Item 2.01.
Land Bank Facility In connection with the closing of the Merger and as previously announced, on October 20, 2026, the Company received aggregate proceeds of $572.1 million from the funding of the previously announced land bank facility (the “Land Bank Facility”) committed by Millrose Properties and/or its affiliates (which includes Kennedy Lewis Investment Management, LLC and its affiliates) (“Millrose”). The Company used the proceeds from the Land Bank Facility to redeem in full Beazer’s $350 million aggregate principal amount of 7.250% Senior Notes due 2029 (the “Beazer 2029 Notes”) issued pursuant to that certain Indenture, dated as of September 24, 2019, and to repay Beazer’s unsecured credit facility and certain non-Merger Consideration related fees and expenses incurred in connection with the Merger and the related financing transactions.
Item 3.02 Unregistered Sales of Equity Securities.
As described in Item 2.01 above, pursuant to the Subscription Agreements, on October 20, 2026, the Company sold the Additional Shares to the Purchasers at the Second Closing for an aggregate purchase price of $450.0 million. The offer and sale of the shares of Series B Convertible Preferred Stock through the Subscription Agreements were made in reliance on an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof. The information in Item 2.01 of this Current Report on Form 8-K under the heading “Preferred Equity Investment” is incorporated by reference into this Item 3.02.
Item 7.01 Regulation FD Disclosure.
On October 20, 2026, the Company issued a press release announcing the successful completion of the Merger. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.
Exhibit 99.1
EX-99.1 ex991closingpr.htm EX-99.1
Document Exhibit 99.1
Dream Finders Homes Completes Acquisition of Beazer Homes Combination Creates Sixth-Largest U.S. Homebuilder JACKSONVILLE, Fla. — October 20, 2026 — Dream Finders Homes, Inc. (NYSE: DFH) ("Dream Finders") today announced the completion of its acquisition of Beazer Homes USA, Inc. ("Beazer") in an all-cash transaction with an enterprise value of approximately $2.2 billion. Beazer shareholders received $33.50 in cash for each share of Beazer common stock. As a result of the completion of the acquisition, Beazer’s common stock ceased trading on and was delisted from the New York Stock Exchange.
Patrick Zalupski, Founder, CEO, and Co-Chairman of Dream Finders, said, “Today, Beazer’s teams officially join ours, and the real work begins. We are closing this transaction in a challenging housing environment, and we are clear-eyed about that. But we believe this acquisition is transformative for Dream Finders. It makes us the nation’s sixth-largest homebuilder and brings us into new markets where Beazer was already proficient. We have been thoughtful in our approach, we are confident this is the right path, and the scale we gain is critical to our long-term growth. We will stay focused on execution rather than outside noise, and on our core priority — creating long-term value for our shareholders.
This is our ninth acquisition since our IPO in 2021 and by far our largest, and we are approaching it as we have every integration: with a clear plan and the understanding that success is earned one community and one homebuyer at a time. Our priority now is to transition the homes we build in Beazer’s communities to Dream Finders’ floor plans that better match what today’s buyers can afford, while leveraging our increased scale to lower construction costs and shorten build times. To our new colleagues from Beazer, welcome to Dream Finders. We are glad you are here.”