Dream Finders Homes, Inc.

0001825088 FALSE 14701 Philips Highway Suite 300 Jacksonville Florida 0001825088 2026-08-06 2026-08-06 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 6, 2026 Dream Finders Homes, Inc. (Exact name of registrant as specified in its charter) Texas 001-39916 85-2983036 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 14701 Philips Highway , Suite 300 Jacksonville , Florida 32256 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 904 ) 644-7670 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock DFH New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 1.01 Entry Into a Material Definitive Agreement Merger Agreement 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”); • each option to purchase Beazer Shares (each, a “Beazer Option”), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time shall automatically be cancelled and converted into the right to receive (without interest) an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Beazer Shares underlying the Beazer Option multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Beazer Option; provided that any such Beazer Option with respect to which the exercise price subject thereto is equal to or greater than the Merger Consideration shall be cancelled for no consideration; • each outstanding award of Beazer restricted stock awards (“Beazer RSAs”) that is outstanding immediately prior to the Effective Time (other than Beazer RSAs granted during Beazer’s 2027 fiscal year, which awards will be assumed by the Company and converted into restricted stock awards with respect to Company shares of an equivalent fair market value) shall automatically be cancelled and converted into the right to receive (without interest) an amount in cash (less applicable tax withholdings) equal to (x) the total number of Beazer Shares underlying such award of Beazer RSAs, multiplied by (y) the Merger Consideration; • each outstanding award of Beazer performance-based restricted stock awards (“Beazer Performance-Based RSAs”) that is outstanding immediately prior to the Effective Time shall automatically be cancelled and converted into the right to receive (without interest) an amount in cash (less applicable tax withholdings) equal to (x) the number of vested Beazer Shares underlying such award (with the performance conditions for any uncompleted periods deemed achieved at target level), multiplied by (y) the Merger Consideration; and • each outstanding award of Beazer performance-based cash awards (“Beazer Performance-Based Cash Awards”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof or Beazer, be cancelled and converted into the right to receive (without interest) an amount in cash (less applicable tax withholdings) equal to the value of the award (with the performance conditions for any uncompleted periods deemed achieved at target level). The Board of Directors of each of the Company and Beazer have unanimously approved the Merger and the Merger Agreement. Assuming the satisfaction of the conditions set forth in the Merger Agreement as briefly discussed below, the Company expects the Merger to close in the Company’s fourth quarter of 2026. Beazer will promptly after the execution of the Merger Agreement and in any event, no later than 20 business days after the Merger Agreement, prepare and file a proxy statement with the Securities and Exchange Commission (the “SEC”) whereby Beazer will ask its stockholders to vote on the adoption and approval of the Merger Agreement at a special stockholder meeting that will be held on a date, and at the time and place, to be announced when finalized. The closing of the Merger is subject to various closing conditions, including (i) adoption and approval of the Merger Agreement, including the Merger, by holders of a majority of the Beazer Shares then outstanding (the “Beazer Stockholder Approval”), (ii) the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the consummation of the Merger shall not be restrained, enjoined or prohibited by any law or order that is continuing and remains in effect, and (iv) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement. The obligations of each party to effect the Merger are also conditioned on the accuracy of the other party’s representations and warranties (subject to certain materiality standards) contained in the Merger Agreement and the other party’s performance and compliance with, in all material respects, the covenants and agreements contained in the Merger Agreement. The closing of the Merger is not subject to a financing condition. The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants by Beazer to conduct its business and operations in all material respects in the ordinary course between the date of the Merger Agreement and the closing of the Merger, not to engage in certain material transactions during such period, to convene an