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-Dream Finders has already offered and remains prepared to execute an NDA immediately to facilitate due diligence and maximize value for Beazer shareholders
The standstill in any NDA must preserve Dream Finders' ability to re-engage shareholders directly should Beazer continue to refuse to engage in good faith
Dream Finders requests that the Beazer Board clarify that the interest expressed by "additional parties" is comparable to Dream Finders' all-cash $32.00 per share proposal
Dream Finders urges Beazer shareholders to encourage the Board to withdraw unreasonable preconditions and engage constructively to pursue this compelling proposal that delivers significant, certain, and immediate value
Dream Finders remains ready to engage at any time and move forward expeditiously
For more information, visit announcement.dreamfindershomes.com
JACKSONVILLE, Fla.--(BUSINESS WIRE)--Dream Finders Homes, Inc. (the “Company” or “Dream Finders”) (NYSE: DFH) today issued the following statement in response to a press release from Beazer Homes USA, Inc. ("Beazer") regarding Dream Finders' revised proposal to acquire all outstanding shares of Beazer in an all-cash transaction for $32.00 per share, submitted privately to the Beazer Board of Directors (the “Beazer Board”) on June 30, 2026, and disclosed publicly to Beazer shareholders on July 8, 2026.
Dream Finders remains committed to pursuing a transaction that delivers compelling value for Beazer shareholders. The Company reiterates its willingness to execute an NDA with a limited standstill so the parties can commence due diligence and Dream Finders can confirm its best offer for shareholders.
Importantly, any standstill must appropriately preserve Dream Finders' ability to engage with shareholders or nominate directors for election at Beazer's 2027 Annual Meeting. Beazer’s claim that the confidentiality and standstill agreement they have asked us to sign is “customary” is not grounded in reality. A 12-month standstill is not necessary to conduct due diligence. Instead, it would prohibit our ability to re-engage shareholders after our diligence is concluded and would limit our optionality in pursuing a transaction that delivers significant, certain, and immediate value for all Beazer shareholders. Considering the Beazer Board’s refusal to engage constructively to date, we view this as another attempt to impede a potential transaction.
The terms of the standstill that we are requesting are intended solely to preserve Dream Finders' ability to re-engage Beazer’s shareholders directly, to protect their interests, as a Beazer shareholder ourselves, and to prevent further value destruction under Beazer’s current management team.
Dream Finders also requests that the Beazer Board provide transparency around the expressions of interest from "additional parties" and whether these are comparable to Dream Finders’ all-cash $32.00 per share offer with highly confident financing support.
Patrick Zalupski, Dream Finders’ Chairman and CEO, said, “We have engaged with numerous Beazer shareholders, and there is broad agreement that a limited standstill, as we have already proposed, is appropriate and customary at this juncture. We remain committed to pursuing this transaction, which delivers immediate and compelling value for Beazer shareholders. We urge all shareholders to encourage the Beazer Board to remove its unreasonable preconditions on due diligence and engage constructively to pursue this compelling proposal.”
For more information, visit announcement.dreamfindershomes.com.
Advisors
Goldman Sachs & Co. LLC, BofA Securities, Zelman Partners and Vestra Advisors are acting as financial advisors to Dream Finders, Foley & Lardner is acting as legal counsel and Edelman Smithfield is acting as strategic communications advisor.
About Dream Finders Homes
Dream Finders Homes (NYSE: DFH), headquartered in Jacksonville, Florida, was recognized as the 2025 National Builder of the Year by Builder magazine. Dream Finders Homes builds single-family homes throughout the Southeast, Mid-Atlantic and Midwest, including Florida, Texas, Tennessee, North Carolina, South Carolina, Georgia, Colorado, Arizona, and the Washington, D.C. metropolitan area, which comprises Washington D.C., Northern Virginia and Maryland. As the Official Home Builder of the PGA TOUR, the Jacksonville Jaguars and the Tampa Bay Rays, Dream Finders Homes is deeply committed to excellence beyond homebuilding and into the communities it serves. Through its wholly owned subsidiaries, DFH also provides mortgage financing as well as title agency and underwriting services to homebuyers. Dream Finders Homes achieves its growth and returns by maintaining an asset-light homebuilding model. For more information, please visit www.dreamfindershomes.com.
Forward-Looking Statements
This communication, and other written or oral statements made from time to time by management contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “should”, “propose”, “projecting”, “driving,” “confidence” and similar expressions, including statements regarding the proposed transaction, benefits and synergies of the proposed transaction and future opportunities for the combined company, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. Such factors include but are not limited to the ultimate outcome of any possible transaction between Dream Finders Homes and Beazer, including the possibility that the parties will not agree to pursue a business combination transaction or that the terms of any definitive agreement will be materially different from those described herein; uncertainties as to whether Beazer will cooperate with Dream Finders regarding the proposed transaction; Dream Finders Homes’ ability to consummate the proposed transaction with Beazer; Dream Finders Homes’ ability to nominate directors to serve on Beazer’s Board of Directors; the conditions to the completion of the proposed transaction, including the receipt of any required shareholder approvals and any required regulatory approvals; Dream Finders Homes’ ability to finance the proposed transaction with Beazer; the possibility that Dream Finders may be unable to achieve expected synergies within the expected time-frames or at all and to successfully integrate Beazer’s operations, the retention of certain key employees may be difficult; and general economic conditions that are less favorable than expected. All forward-looking statements are based on Dream Finders Homes’ beliefs as well as assumptions made by and information currently available to Dream Finders Homes. These statements reflect Dream Finders Homes’ current views with respect to future events and are subject to various risks, uncertainties and assumptions. These risks, uncertainties and assumptions are discussed in Dream Finders Homes’ Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the U.S. Securities and Exchange Commission. Dream Finders Homes undertakes no obligation to update or revise any forward-looking statement, except as may be required by applicable law.
Additional Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal that Dream Finders Homes has made for a business combination transaction. In furtherance of this proposal and subject to future developments, Dream Finders Homes (and, if applicable, Beazer) may file one or more registration statements, proxy statements, tender offer statements or other documents with the Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement, registration statement, tender offer statement, prospectus or other document Dream Finders and/or Beazer may file with the SEC in connection with the proposed transaction.
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