Dream Finders completes $2.2B all-cash acquisition of Beazer Homes, becoming sixth-largest U.S. homebuilder

The company completed a second closing under subscription agreements, selling additional shares of Series B Convertible Preferred Stock for $450.0 million. The sale was made in reliance on Section 4(a)(2) of the Securities Act, an exemption from registration for private placements.

The company issued a press release on October 20, 2026 announcing that a merger has been successfully completed. The press release is furnished as Exhibit 99.1 and incorporated by reference into Item 7.01. The filing does not disclose the counterparty, terms, or financial impact of the merger in the body of the 8-K.

The company entered into the Ninth Amendment to its existing credit agreement with Bank of America as administrative agent. This is a routine amendment to an existing facility, not a new credit agreement.

The amendment establishes a $100 million letter of credit sublimit under the credit facility. It also modifies covenants related to asset dispositions and burdensome agreements, which could affect the company's flexibility in selling assets or entering into restrictive contracts.

Dream Finders has completed its acquisition of Beazer Homes in an all-cash deal valued at approximately $2.2 billion. This is the company's ninth acquisition since its 2021 IPO and its largest to date.

The combination creates the sixth-largest U.S. homebuilder based on CY2025A revenue among U.S. headquartered homebuilders. The acquisition expands Dream Finders' footprint into California, Nevada, Indiana and Delaware, and broadens its presence in the Washington, D.C. metro area.

Dream Finders expects to return to and improve its current leverage metrics within 18 to 24 months. The Board will work closely with management to deliver on this commitment.

Beazer Homes reported net income of $45.6 million for fiscal year 2025, a sharp decline from $140.2 million in fiscal 2024 and $158.6 million in fiscal 2023. The drop reflects lower gross profit and higher inventory impairments.

Total revenue rose slightly to $2.37 billion in fiscal 2025 from $2.33 billion in fiscal 2024, driven by higher land sales and other revenue. Homebuilding revenue was essentially flat year over year.

Inventory impairments and abandonments jumped to $13.0 million in fiscal 2025 from $2.0 million in fiscal 2024, a significant increase that pressured gross profit and net income.

The board authorized a new $100 million share repurchase program in April 2025, replacing a prior $50 million program. During fiscal 2025, the company repurchased 1.5 million shares for $33.1 million at an average price of $22.20 per share.

The company entered into a new rights agreement to protect its deferred tax assets, including approximately $84.1 million of Energy-Efficiency Tax Credits, by deterring acquisitions of 4.95% or more of its common stock. The agreement is subject to stockholder ratification at the 2026 annual meeting.

Beazer Homes has agreed to be acquired by Dream Finders Homes in an all-cash deal at $33.50 per share. The merger is expected to close in the fourth quarter of calendar 2026, subject to stockholder and regulatory approvals. Upon completion, Beazer will become a wholly-owned subsidiary of Dream Finders and will cease to be publicly traded.

Beazer reported a net loss of $4.2 million for the three months ended June 30, 2026, compared to a net loss of $0.3 million in the prior-year quarter. For the nine months ended June 30, 2026, the net loss was $37.7 million versus net income of $15.6 million in the prior-year period. The deterioration reflects lower revenue and higher operating losses.

Total revenue fell to $516.3 million in Q3 FY2026 from $545.4 million a year earlier, a decline of about 5%. For the nine-month period, revenue dropped to $1.29 billion from $1.58 billion, a decrease of roughly 18%. The decline was driven by lower homebuilding revenue.

Beazer swung to an operating loss of $11.4 million in Q3 FY2026 from a loss of $3.7 million in the prior-year quarter. For the nine months, the operating loss was $62.2 million compared to operating income of $11.8 million a year earlier. The losses reflect lower revenue and higher expenses.

Beazer repurchased 1.0 million shares for $21.0 million during Q3 FY2026 at an average price of $21.01 per share. The company has $21.3 million remaining under its $100 million share repurchase authorization as of June 30, 2026.

Dream Finders is acquiring Beazer Homes in an all-cash merger at $33.50 per share. The filing provides pro forma combined financials showing what the combined company would have looked like if the deal had closed on January 1, 2025.

The total deal value is approximately $1.6 billion, including $854.2 million in cash to Beazer shareholders, $31.2 million for equity awards, $31.2 million for Dream Finders' prior stake, and $690.0 million of Beazer debt being repaid. This gives investors a clear picture of the total capital outlay.

The acquisition is funded by $675 million of Series B preferred stock (with $154.3 million used to redeem Series A), $572.1 million from a land banking arrangement with Millrose Properties, plus cash on hand and revolving credit borrowings. The preferred stock carries a 12% dividend rate, which is a significant ongoing cost.

On a pro forma basis, the combined company would have earned $202.4 million in net income for full-year 2025 and $45.6 million for the first half of 2026. Pro forma diluted EPS would have been $1.20 for 2025 and $0.06 for H1 2026, reflecting the significant preferred dividend burden.

The new Series B preferred stock carries a 12% annual dividend, which reduces net income available to common shareholders by $81.0 million for 2025 and $40.5 million for H1 2026 on a pro forma basis. This is a material ongoing cost that significantly dilutes common shareholders' earnings.

The Company completed its acquisition of Beazer Homes on October 20, 2026. Beazer survived the merger as a wholly owned subsidiary of Dream Finders.

Each outstanding share of Beazer common stock was converted into the right to receive $33.50 in cash. The aggregate consideration paid was approximately $878.4 million.

The Company sold an additional 450,000 shares of Series B Convertible Preferred Stock for $450.0 million at a second closing. This follows a first closing of 225,000 shares for $225.0 million on September 14, 2026.

The Company received $572.1 million from the Land Bank Facility committed by Millrose Properties. The proceeds were used to redeem Beazer's $350 million 7.250% Senior Notes due 2029 and repay Beazer's unsecured credit facility and related fees.