Beazer Homes USA Inc

1. 1

   Merger Agreement Proposal

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger dated August 6, 2026, under which Bulldogs Merger Sub, Inc. will merge with and into Beazer Homes USA, Inc., with Beazer continuing as the surviving corporation and a wholly owned subsidiary of Dream Finders Homes, Inc., and Beazer stockholders receiving $33.50 per share in cash, subject to the agreement's terms and appraisal rights.

   More detail

   The proposal asks stockholders to adopt the merger agreement among Beazer Homes, Dream Finders Homes, and Bulldogs Merger Sub. The transaction would merge Merger Sub into Beazer, leaving Beazer as the surviving corporation and a wholly owned subsidiary of DFH. Each eligible outstanding share would be converted into the right to receive $33.50 in cash, without interest and subject to applicable withholding taxes, unless appraisal rights are properly exercised. Completion would cause Beazer's common stock to cease trading publicly, be delisted from the NYSE, and be deregistered under the Exchange Act. The Board pursued stockholder approval after a strategic alternatives process involving multiple potential acquirors and concluded that DFH's final all-cash offer provided superior value and greater certainty than remaining standalone or pursuing other alternatives. The Board cited the substantial premium to the unaffected stock price, immediate liquidity, fairness opinions from J.P. Morgan and Moelis, committed financing, and the absence of a financing condition. The transaction remains subject to stockholder approval, regulatory and other closing conditions, and could fail to close if those conditions are not satisfied. The Board also considered risks including loss of future participation in Beazer's standalone growth, transaction disruption, financing risk, restrictions on business operations and solicitation of competing offers, and the termination fee. After weighing those risks against the transaction's benefits, the Board unanimously recommends that stockholders vote FOR adoption of the Merger Agreement.

2. 2

   Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Beazer's named executive officers in connection with or relating to the merger agreement and the merger transactions.

   More detail

   The proposal asks stockholders to approve, on a non-binding and advisory basis, compensation that may be paid to Beazer's named executive officers in connection with the merger. The vote is required under Section 14A of the Exchange Act and applicable SEC rules governing merger-related executive compensation disclosures. The disclosed payments include transaction-related severance, accelerated vesting and cash settlement of equity awards, performance-based cash awards, annual bonuses, and continued health and welfare benefits under specified circumstances. The named executive officers covered are Allan P. Merrill, David I. Goldberg, and Michael A. Dunn. Estimated aggregate payments vary by executive and assume a $33.50 per-share merger price, a September 2, 2026 effective date, termination without cause immediately after closing, and other stated assumptions. Much of the equity and performance-award treatment is single-trigger upon the change in control, while severance and benefit continuation generally require a qualifying termination or resignation and are therefore double-trigger. The Board was aware of the executives' potentially divergent interests, including accelerated award vesting, severance and change-of-control arrangements, and continued indemnification and insurance, when approving the merger. Approval of this proposal is not required to close the merger and will not bind the Company. Even if stockholders reject the Compensation Proposal, the disclosed compensation would remain payable if the merger is approved and completed, subject to the applicable contractual conditions. The Board nevertheless recommends a FOR vote because the compensation is required to be presented for advisory approval and reflects existing contractual and equity-plan arrangements tied to the transaction.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the Special Meeting from time to time if the Board or a committee determines it is necessary or appropriate, including to provide additional proxy materials or solicit more votes for the Merger Agreement Proposal.

   More detail

   The proposal asks stockholders to authorize adjournment of the Special Meeting if the Board or a committee considers an adjournment necessary or appropriate. The stated purposes include allowing time to provide a supplement or amendment to the proxy statement and soliciting additional proxies for the Merger Agreement Proposal. An adjournment may also be used if the meeting lacks a quorum. If approved, the Company could seek additional support even where the preliminary vote indicated that the merger proposal might fail. The proxy statement expressly notes that adjournment could permit solicitation from stockholders who previously submitted proxies against the merger. The proposal therefore provides procedural flexibility but could delay a definitive vote on the merger agreement. If a quorum is absent, approval requires the affirmative vote of the stockholders present virtually or represented by proxy. If a quorum is present, approval requires a majority of the voting power present with respect to the proposal, and abstentions count against approval under the stated voting standards. The Company expects no broker non-votes because all meeting proposals are expected to be non-routine. The Board recommends voting FOR the proposal because additional time could be necessary to obtain a quorum, disseminate updated disclosure, or secure the stockholder approval required to complete the transaction.

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When is the Beazer Homes USA Inc 2026 special meeting?

Beazer Homes USA Inc (BZH) holds its 2026 special shareholder meeting on Thursday, October 15, 2026.

What is the record date for the Beazer Homes USA Inc 2026 meeting?

The record date for the Beazer Homes USA Inc 2026 meeting is Monday, September 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Beazer Homes USA Inc's 2026 meeting?

The board is presenting 11 director nominees at the Beazer Homes USA Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Beazer Homes USA Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Beazer Homes USA Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.