Urges the Board to Engage with DFH and Other Bona Fide Prospective Acquirors Following DFH's Revised $32.00 Per Share All-Cash Offer

Calls on the Board to Provide Diligence Access and Pursue a Competitive Process to Maximize Value for Stockholders

LOS ANGELES, July 09, 2026 (GLOBE NEWSWIRE) -- The Donerail Group (“Donerail”), one of the largest stockholders of Beazer Homes USA, Inc. (NYSE: BZH) (“Beazer” or the “Company”), today issued an open letter to Beazer’s Board of Directors (the “Board”) regarding Dream Finders Homes, Inc.'s (“DFH”) revised unsolicited proposal to acquire the Company for $32.00 per share in cash. In the letter, Donerail urges the Board to engage with DFH and other bona fide prospective acquirors, provide appropriate diligence access, and pursue a competitive strategic process that it believes would maximize value for stockholders.

The full text of the letter follows:

July 9, 2026

Beazer Homes USA, Inc.
2002 Summit Boulevard NE, 15th Floor
Atlanta, Georgia 30319

Attn:      Allan P. Merrill, Chairman, President and Chief Executive Officer
cc:         Board of Directors

Dear Mr. Merrill,

As you are aware, The Donerail Group (together with its affiliates, “Donerail” or “we”) is one of Beazer Homes USA, Inc.’s (“Beazer” or the “Company”) largest stockholders. We have appreciated the heightened engagement that we have had with the Company’s senior leadership team following the reports of Dream Finders Homes, Inc.’s (“DFH”) unsolicited offer to acquire the Company for $25.75 per share on May 5^th and the decision made by the Company’s Board of Directors (the “Board”) to reject that offer on May 11^th.¹ As you know, this was a rejection that we supported.

Following the news on July 8^th of DFH’s latest revised offer of $32.00 per share (“DFH Revised Offer”)², alongside the Company’s own report that it has received interest from additional parties regarding a range of potential transactions³, we believe the situation has fundamentally shifted. In our view, rejecting these overtures is no longer warranted.

The DFH Revised Offer – alongside any potential for it to be increased further – represents what we believe is a more than sufficiently attractive offer price for the Board to grant DFH, and any other similarly credible and willing suitor, full access to requested diligence. We believe the Board's fiduciary obligations require it to seriously consider and engage with bona fide prospective acquirors, provide appropriate diligence information, and negotiate in good faith toward a transaction that would maximize value for stockholders.

While the balance of our engagement with the Company has been private thus far, we felt compelled to release this letter publicly to ensure our views as one of the Company’s largest stockholders were clear. We strongly believe that an all-cash transaction at a price at or above the DFH Revised Offer would be in the best interests of stockholders when weighed against the risk-weighted standalone plan in the current macro environment.

It has been our understanding that a central reason for the Board’s reluctance to engage with DFH was the view that DFH’s prior proposals represented too significant a discount to Beazer’s book value per share, which the Company has previously disclosed at $41.83 per share.⁴ In our collaborative discussion with the Company regarding this point, we highlighted our understanding and respect of that concern; book value is a legitimate reference point.

In addition to referencing book value per share, however, we also believe it is important for the Board to undertake a sober and measured view of the Company’s stand-alone risk-weighted strategy in a challenging macro environment.

As we have voiced, we have a cautious view of the Company’s ability to meaningfully grow earnings in the near- to medium-term. An all-cash sale of the Company today would, in our view, appropriately compensate stockholders for the value of the Company's land and lot position at a time of heightened macro uncertainty. It is to that end that we believe that the DFH Revised Offer – at an approximately 70% premium to Beazer’s undisturbed share price and an approximately 56% premium to its undisturbed 30-day VWAP – substantially diminishes any concern regarding a discount to book value.⁵

Similarly, allowing multiple prospective suitors the chance to assess the land value on Beazer’s books and undertake a competitive process would both i) help ensure that stockholders have the opportunity to receive the highest available price, and ii) help establish market value for the Company's embedded real estate assets. It should be stated that we do not believe a partial sale of the Company would be more beneficial to stockholders than a sale of the entire Company, in virtually any transaction structure that we have considered.

With such a view in hand, we were surprised and discouraged to learn that Beazer has thus far declined to offer DFH a bespoke confidentiality and standstill arrangement. We believe such an agreement could be constructed that would allow private diligence to proceed while still enabling DFH's rights as a BZH stockholder to continue; we believe significant precedent exists for arrangements that afford target companies the ability to create a sufficient confidentiality framework while still preserving stockholder rights – namely, nominating directors in a contested election.

Given the potential value creation opportunity for all Beazer stockholders that could exist with the DFH Revised Offer, we would encourage and expect Beazer to work expeditiously with DFH to resolve this matter and ensure that any standstill provisions are not applied in a manner that could unnecessarily impede a bona fide strategic process.

Further, if the Company’s governance calendar is part of what is complicating matters, we believe the Board would be reasonable to consider separate accommodation given these unique circumstances. For example, the Board could extend the Company’s nomination deadline for directors by approximately three months to allow the Company to complete a genuine strategic review, while preserving the potential for DFH to nominate directors if it so chooses for the Company’s 2027 annual meeting of stockholders. This would serve to both minimize unnecessary distractions, preserve confidentiality and alleviate potential standstill concerns.

As one of the Company’s largest stockholders, we want to be clear: we expect the Board to provide all bona fide potential acquirors access to the Company’s confidential information. Any required safeguards, such as standstill provisions, should be managed on a case-by-case basis. The Board has received what we believe to be real, credible, all-cash interest at a sufficiently attractive premium, and we expect the Board to devote its full and undivided effort to converting that interest into a transaction that maximizes value for all stockholders.

We have been encouraged by the Company’s continued assurances to us that the Board takes its fiduciary obligations to stockholders seriously, and we have not seen any indication to the contrary. To that end, we remain hopeful and expectant that immediate and productive engagement with DFH will commence, along with any other bona fide party interested in acquiring Beazer.

Respectfully,

Will Wyatt
Managing Partner
The Donerail Group

____________________________
¹ Dream Finders Homes Proposes to Acquire Beazer Homes for $25.75 Per Share in Cash, BusinessWire, May 11, 2026.
² Dream Finders Homes Submits Revised and Increased All-Cash Proposal to Acquire Beazer Homes for $32.00 Per Share, BusinessWire, July 8, 2026.
³ Beazer Homes Responds to Dream Finders Homes’ Latest Public Statements, BusinessWire, July 8, 2026.
⁴ Beazer Homes Announces Rejection of Unsolicited Proposals from Dream Finders Homes, BusinessWire, May 11, 2026.
⁵ Dream Finders Homes Submits Revised and Increased All-Cash Proposal to Acquire Beazer Homes for $32.00 Per Share, BusinessWire, July 8, 2026. Premiums calculated versus Beazer’s undisturbed share price of $18.77 and undisturbed 30-day VWAP of $20.48, each as of May 8, 2026.