Dream Finders Proposes to Acquire Beazer Homes at $25.75 per Share

Dream Finders Homes (DFH) has submitted a proposal to the board of directors of Beazer Homes USA (BZH) to acquire all outstanding shares of Beazer in an all-cash transaction at a price of $25.75 per share, a cash premium of approximately 40% over Beazer's closing share price on May 5, 2026. The proposed transaction reflects a total equity value of approximately $704M, based on the currently outstanding shares of Beazer. As detailed in the correspondence since February, Dream Finders has repeatedly tried to constructively engage with Beazer's management and Board. On May 5, 2026, Dream Finders submitted its most recent proposal to acquire Beazer for $25.75 per share, representing a premium of approximately 40% to Beazer's closing share price of $18.35 that day. The revised proposal was submitted against the backdrop of Beazer's second consecutive quarterly net loss, a 93% year-over-year quarterly decline in adjusted EBITDA, and a decrease of approximately 13% in Beazer's stock price since Dream Finders' last proposal. In a presentation accompanying the announcement, Dream Finders highlighted why it believes the proposal is the best path forward for Beazer's shareholders: Compelling premium and value: The all-cash proposal represents an immediate cash premium of approximately 40% to Beazer's closing share price of $18.35 on May 5, 2026. Transaction confidence: The proposal has been unanimously approved by the Dream Finders Board of Directors and provides strong visibility into financing, as reflected by highly confident letters for the proposed financing, along with minimal anticipated regulatory risk or delays. Expedited timeline: Dream Finders is ready to begin confirmatory due diligence on an expedited basis and concurrently negotiate a definitive merger agreement. Patrick Zalupski, Dream Finders' CEO, said, "We believe our proposal delivers significant value at a substantial premium for Beazer's shareholders. Combining our two companies, with our highly complementary footprints and product strategies, would create the seventh-largest U.S. homebuilder and should expand opportunities for employees, enhance options and value to customers, and increase supply of attainable housing across the country. We are prepared to move swiftly to engage with Beazer's Board to complete a transaction. As a top 10 shareholder, we are concerned that if Beazer continues to operate on a standalone basis, the company will further erode shareholder value by executing a suboptimal operating and capital allocation strategy, an inefficient cost structure due to limited scale, and incurring excessive build costs, driven by an unsuccessful product strategy. We have made several attempts to engage with Beazer management and the Board. While we would have preferred to reach an agreement privately, we are making our interest public for the benefit of all Beazer shareholders. We urge Beazer's shareholders to encourage the Board to engage constructively and meaningfully with Dream Finders to pursue this highly compelling all-cash proposal. We believe this transaction is a natural next step in our growth trajectory. We have successfully completed eight acquisitions since our initial public offering in 2021, deploying over $1 billion, and we have demonstrated our ability to execute land-light mergers and acquisitions, generate positive operating cash flows post-acquisition, and effectively integrate homebuilding operations, further enhancing our revenues and diversifying our geographical footprint." Consistent with prior public statements, Dream Finders' strategy will continue to focus on scaling the business by reducing costs, growing revenue, investing in state-of-the-art technology and diversifying income streams - driving economies of scale that are essential to long-term success, earnings growth, and shareholder value. Post-acquisition, the combined company would continue executing its growth plans while maintaining its commitment to a 100% land-light strategy. The transaction is expected to have minimal impact on the Dream Finders' leverage through the use of land-banking and mezzanine equity capital sources, which aligns with the Company's commitment to building scale while reducing leverage over time.