Beazer Homes has agreed to sell itself for $33.50 a share in cash, and its own balance sheet, filed the same minute, carries the stock at $41.97

$41.97.

That is what one share of Beazer Homes was worth on the company's own books at the end of June, and the price its board agreed to accept on Thursday night is $33.50 in cash. Dream Finders Homes filed the merger agreement at 06:06 on Friday morning. Beazer filed its quarterly results forty three seconds later.

The two companies put the enterprise value at about $2.2bn and the price at 0.8 times book. Equity at $33.50 across 27,330,791 shares comes to $915.6m. Behind those shares sits total stockholders' equity of $1,147.0m and total debt, net of issuance costs, of $1,409.1m.

What the quarter looked like

Beazer lost $4.2m in its fiscal third quarter, or 16 cents a diluted share, against a loss of $0.3m a year earlier. Homebuilding revenue fell 8.3 percent to $490.9m. Closings fell 13.4 percent to 896 homes, and the average selling price rose 5.9 percent to $547.8 thousand, which is most of the gap between those two numbers.

Orders held up. Net new orders were 900, up 4.5 percent, with the cancellation rate down to 15.9 percent from 19.8. Gross margin excluding impairments, abandonments and amortised interest was 16.9 percent, down 150 basis points.

The balance sheet moved further. Total debt to total capitalisation was 55.1 percent at the end of June against 48.4 percent a year before, and the company spent $199.6m on land acquisition and development in the quarter, 29.7 percent more than a year earlier, while controlling 14.3 percent fewer active lots.

The terms

Options are cashed out at the spread, and any option struck at or above $33.50 is cancelled for nothing. Restricted stock is cashed out at the deal price, except for grants made in Beazer's fiscal 2027, which Dream Finders assumes. Performance awards pay at target for any period not finished.

Closing requires a majority of Beazer shares outstanding, expiry of the Hart-Scott-Rodino waiting period and no restraining order. It does not require financing: the agreement says so expressly, and Dream Finders has commitments from Goldman Sachs, Bank of America and affiliates of Kennedy Lewis Asset Management alongside its own cash. The outside date is 6 February 2027, extending to 6 May if antitrust clearance takes longer.

Beazer may still take a better offer. The board can change its recommendation or terminate for a Superior Proposal, subject to four business days of notice and a negotiation period, and the fee for doing so is $31.3m. Against equity of $915.6m, that is 3.4 percent.

What the buyer says it gets

Dream Finders says the combination makes the sixth-largest homebuilder in the country measured on 2025 revenue, operating in 26 markets and about 520 active communities, and that it expects more than $100m of annual run-rate cost savings and double-digit percentage accretion to earnings per share in the first year. It reaffirmed its own full-year outlook of roughly 9,250 closings, which excludes anything Beazer sells.

Allan Merrill, Beazer's chairman and chief executive, described the deal in the release as the culmination of a review of options and as a certain cash return in an uncertain market. Beazer has withdrawn its financial outlook and cancelled the earnings call it had scheduled for Monday.