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Get filing alertsDream Finders to acquire Beazer Homes for $33.50/share cash in $2.2B deal
Filed August 7, 2026 · Period ending August 6, 2026 · ~2 min read
Key Changes
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Dream Finders entered definitive agreement to acquire Beazer Homes for $33.50/share in cash ($2.2B enterprise value, 0.8x book), creating 6th-largest U.S. homebuilder with 26 markets and ~520 active communities; expected to close Q4 2026 subject to Beazer shareholder and regulatory approvals.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Transaction expected to generate over $100M in annual run-rate cost synergies from production efficiencies, purchasing improvements, reduced overhead, duplicate public company cost elimination, and higher mortgage/title capture; double-digit percentage EPS accretive in year one.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Dream Finders secured $2.15B committed financing: up to $900M 364-day bridge facility (Bank of America, Goldman Sachs), $800M land bank facility (Kennedy Lewis), and $450M convertible preferred equity (Kennedy Lewis); committed to returning to or improving current leverage within 18-24 months.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Beazer equity awards to be cashed out at closing: stock options receive spread over exercise price (underwater options cancelled), restricted stock receives $33.50/share (except fiscal 2027 grants converting to Dream Finders awards), performance awards cashed at target for incomplete periods.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Beazer must pay $31.3M termination fee if its board changes recommendation or accepts superior proposal; fee also due if deal fails to close by outside date (Feb 6, 2027, extendable to May 6, 2027) or Beazer breach and alternative transaction consummates within 12 months.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Dream Finders Homes announced a definitive agreement to acquire Beazer Homes USA in an all-cash transaction valued at $2.2 billion enterprise value, or $33.50 per Beazer share. The combination creates the sixth-largest U.S. homebuilder by revenue, operating in 26 markets and approximately 520 active communities across the Southeast, Mid-Atlantic, Texas, the West, and the Midwest.
Based on calendar 2025 figures, the combined company will have $6.3 billion in home building revenue, 12,828 closings, and approximately 88,000 controlled lots. The boards of both companies have unanimously approved the transaction, which is expected to close in Dream Finders' fourth quarter of 2026 subject to Beazer shareholder approval and regulatory clearances.
Dream Finders expects the acquisition to generate over $100 million in annual run-rate cost synergies from production efficiencies, purchasing improvements, reduced overhead costs, elimination of duplicate public company costs, higher mortgage and title insurance capture rates, and lower insurance costs. The transaction is expected to be double-digit percentage accretive to EPS in the first full year post-close. Dream Finders has secured $2.15 billion in committed financing through a up to $900 million 364-day bridge facility from Bank of America and Goldman Sachs, an $800 million land bank facility from Kennedy Lewis, and a $450 million convertible preferred equity investment from Kennedy Lewis. The company commits to returning to or improving current leverage metrics within 18 to 24 months while maintaining its 100% land-light strategy, with Kennedy Lewis acquiring land assets at closing. Dream Finders reaffirmed its standalone full-year 2026 outlook of approximately 9,250 home closings, which does not include any contribution from Beazer operations post-close.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On August 6, 2026, Dream Finders Homes, Inc., a Texas corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bulldogs Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Beazer Homes USA, Inc., a Delaware corporation (“Beazer”). The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into Beazer, with Beazer surviving as a wholly owned subsidiary of the Company (the “Merger”). At the Effective Time (as defined in the Merger Agreement), by virtue of the Merger, and without any action on the part of the Company, Merger Sub, Beazer or any holder of any securities of Beazer: •each share of common stock, par value $0.001 per share, of Beazer issued and outstanding immediately prior to the Effective Time (each a “Beazer Share” and collectively, the “Beazer Shares”), other than Beazer Shares to be cancelled or converted pursuant to Section 2.1(b) of the Merger Agreement and the Dissenting Shares (as defined in the Merger Agreement), shall be converted automatically into the right to receive $33.50 per Beazer Share in cash, without interest, subject to any withholding of taxes required by applicable law (the “Merger Consideration”)
Dream Finders Homes has agreed to acquire Beazer Homes USA in an all-cash transaction. Each Beazer share will be converted into the right to receive $33.50 in cash. The boards of both companies have unanimously approved the transaction, which is expected to close in Dream Finders' fourth quarter of 2026, subject to Beazer shareholder approval and customary closing conditions including antitrust clearance.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
In connection with the execution of the Merger Agreement, the Company also entered into a Voting and Support Agreement with Beazer (the “Voting Agreement”). Pursuant to the Voting Agreement, among other things, the Company agreed to vote all Beazer Shares owned of record or beneficially held by the Company (i) in favor of the adoption of the Merger Agreement, the Merger and each of the transactions contemplated thereby
Dream Finders entered into a voting agreement committing to vote any Beazer shares it owns in favor of the merger and against competing proposals. This agreement terminates when the merger closes or the merger agreement is terminated.
Event · Item 7.01 — Regulation FD Disclosure
Dream Finders Homes announced a definitive merger agreement with Beazer Homes, issuing a joint press release and investor presentation.
Added in current filing · verify on EDGAR →
On August 7, 2026, the Company and Beazer issued a joint press release (the “Joint Press Release”).
Dream Finders Homes and Beazer Homes issued a joint press release announcing a merger agreement. The filing references a definitive merger agreement between the two homebuilders and notes that Beazer stockholder approval and regulatory approvals are required conditions to closing. The company also furnished an investor presentation alongside the press release.
Added in current filing · verify on EDGAR →
the failure of Beazer to obtain necessary stockholder and regulatory approvals or to satisfy any of the other conditions to the Merger on a timely basis or at all
The merger is subject to Beazer stockholder approval, regulatory approvals, and other closing conditions. The filing acknowledges execution risk around obtaining these approvals and satisfying conditions, though specific terms, consideration, or timeline are not disclosed in this 8-K body.
Added in current filing · verify on EDGAR →
the Company’s ability to obtain financing and complete the acquisition and integration of Beazer successfully or fully realize cost savings and other benefits
Dream Finders will need to obtain financing to complete the acquisition of Beazer. The company acknowledges risks around successfully integrating Beazer and realizing anticipated cost savings and benefits, though no specific financing terms, synergy targets, or integration plans are disclosed in this filing.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Together, the two companies will form the nation's sixth-largest homebuilder,1 with highly complementary footprints, expanded product offerings, and deeper capabilities across many of the country's largest and fastest-growing housing markets. ... Upon closing, the combined company will operate in 26 markets and approximately 520 active communities across the Southeast, Mid-Atlantic, Texas, the West, and the Midwest
The combination will create the sixth-largest U.S. homebuilder, operating in 26 markets and approximately 520 active communities across the Southeast, Mid-Atlantic, Texas, the West, and the Midwest. The combined platform will serve both entry-level and move-up buyers across multiple price points in high-growth housing markets.
Added in current filing · view on EDGAR →
Dream Finders expects to finance the transaction through a combination of existing capital resources and committed financing from Goldman Sachs, Bank of America, and affiliates of Kennedy Lewis Asset Management. ... Dream Finders is committed to returning to or improving current leverage metrics within 18 to 24 months
Dream Finders will finance the acquisition through existing capital resources and committed financing from Goldman Sachs, Bank of America, and Kennedy Lewis Asset Management affiliates. The company is committed to returning to or improving current leverage metrics within 18 to 24 months while maintaining its 100% land-light strategy.
Added in current filing · view on EDGAR →
Dream Finders also reaffirmed its full year 2026 outlook of approximately 9,250 home closings for the full year 2026, as announced in second quarter 2026 results on July 30, 2026. Such outlook does not take into account any home closings arising from Beazer’s operations that may occur after closing or any other impacts of the transaction.
Dream Finders reaffirmed its full-year 2026 outlook of approximately 9,250 home closings, as previously announced in second quarter results on July 30, 2026. This outlook does not include any home closings from Beazer's operations after the transaction closes or any other transaction impacts.
Event · Exhibit 99.2
Dream Finders Homes entered a voting agreement to support Beazer Homes' acquisition, committing its 930,128 shares to vote in favor of the merger.
Added in current filing · view on EDGAR →
concurrently with the execution of this Agreement, the Stockholder, Bulldogs Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of the Stockholder (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving corporation
Dream Finders Homes (the acquirer) and Beazer Homes USA (the target) entered into a merger agreement on August 6, 2026. Dream Finders will merge its wholly owned subsidiary, Bulldogs Merger Sub, into Beazer, with Beazer surviving as a subsidiary of Dream Finders. This voting agreement runs alongside the main merger agreement to secure Dream Finders' support for the transaction in its capacity as a Beazer stockholder.
Added in current filing · view on EDGAR →
as of the date hereof, the Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the number of shares of common stock, par value $0.001 per share, of the Company (“Company Common Stock”), set forth opposite the Stockholder’s name on Schedule A ... DREAM FINDERS HOMES, INC. 930,128
Dream Finders owns 930,128 shares of Beazer Homes common stock as of the agreement date. By entering this voting agreement, Dream Finders commits these shares to vote in favor of the merger and against any competing proposals, ensuring its support for the transaction it is simultaneously announcing as the acquirer.
Added in current filing · view on EDGAR → · paraphrased
From the date hereof until the Expiration Time, the Stockholder irrevocably and unconditionally agrees that, at every meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the stockholders of the Company, the Stockholder shall, in each case, to the fullest extent that the Stockholder's Covered Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Covered Shares to be counted as present thereat for the purpose of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all such Covered Shares (i) in favor of (A) the adoption of the Merger Agreement and approval of the Merger and the other Transactions and (B) any proposal to adjourn or postpone any meeting of the Company Stockholders to a later date if there are not sufficient votes to approve the Merger Agreement; and (ii) against any Adverse Proposal ... From the date hereof until the Expiration Time, the Stockholder agrees not to Transfer any of the Stockholder's Covered Shares
Dream Finders has irrevocably committed to vote its 930,128 Beazer shares in favor of the merger and against any competing acquisition proposals or actions that would impede the transaction. It also agrees not to sell or transfer these shares until the merger closes or the agreement terminates. These lock-up provisions are standard in merger support agreements and help ensure the deal receives the necessary stockholder approval.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
Unless earlier terminated by the written consent of the Company (in its sole and absolute discretion), this Agreement shall terminate automatically and shall have no further force or effect as of the Expiration Time ... provided that in the event the Effective Time shall have occurred, the Stockholder shall not have any liability or other obligation hereunder whatsoever, including with respect to any Willful and Material Breach occurring prior thereto
The voting agreement terminates when the merger closes or the merger agreement is terminated. Notably, if the merger successfully closes, Dream Finders is released from any liability for breaches of this voting agreement that may have occurred beforehand. This provision protects the acquirer from post-closing claims related to its pre-closing conduct as a stockholder.
Event · Exhibit 99.3
Added in current filing · view on EDGAR →
Over $100 million in annual run-rate cost synergies in addition to incremental revenue growth opportunities • Double-digit percentage EPS accretion in the first full year post-close
The company expects over $100 million in annual run-rate cost synergies from direct cost savings, improved cycle times, reduced overhead, elimination of duplicate public company costs, and financial services capture. The transaction is expected to be double-digit percentage EPS accretive in the first full year post-close.
Added in current filing · view on EDGAR → · paraphrased
CY2025A Home Building Revenue ($ millions) $ 4,145 $ 2,202 $ 6,347 ... CY2025A Closings 8,608 4,220 12,828 ... Total Controlled Lots 63,509 24,435 87,944 Total Active Communities 353 169 522
The combined company will have $6.3 billion in home building revenue, 12,828 closings, approximately 88,000 controlled lots, and approximately 520 active communities based on calendar year 2025 figures. This creates the 6th largest listed homebuilder by revenue in the U.S.
Added in current filing · view on EDGAR →
Despite initial uptick in leverage, committed to deleveraging post-transaction and returning to or improving current leverage metrics within 18-24 months
The company acknowledges an initial increase in leverage from the transaction but commits to deleveraging and returning to or improving current leverage metrics within 18-24 months post-close.
Added in current filing · view on EDGAR →
Subject to regulatory approvals and customary closing conditions • Anticipated to close in Q4 2026
The transaction is subject to Beazer stockholder approval, regulatory approvals, and customary closing conditions, and is anticipated to close in Q4 2026.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 10, 2026 · How we verify