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 reported event): ~~February~~March 513, 2026

BEAZER HOMES USA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-12822

58-2086934

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

2002 Summit Boulevard, 15th Floor

Atlanta, Georgia 30319

(Address of Principal Executive Offices)

(770) 829-3700

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

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:


☐			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
Common Stock, $0.001 par value	BZH	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 51.0301. ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

AtOn ~~the~~March 13, 2026, ~~Annual Meeting of Stockholders of~~ Beazer Homes USA, Inc. (the "“Company"”) ~~held~~executed ona ~~February 5,~~third ~~2026,~~amendment (the ~~stockholders~~“Amendment”) ~~approved~~to ~~an amendment of~~ the ~~Company’s~~Credit ~~Amended~~Agreement, ~~and~~dated ~~Restated~~as ~~Certificate~~ of ~~Incorporation~~October ~~for~~13, ~~the~~2022, ~~purpose~~among ofthe ~~extending~~Company, the ~~protective~~several ~~provisions~~lenders ~~contained~~from intime ~~our~~to ~~charter~~time ~~that~~parties ~~expired~~thereto inand ~~November~~JPMorgan ~~2025~~Chase ~~(the~~Bank, ~~"Protective Amendment Extension")~~N. ~~The~~A., ~~Protective~~as ~~Amendment~~an ~~Extension~~issuing islender ~~designed~~and toadministrative ~~assist~~agent in(as ~~protecting~~amended ~~the~~on ~~value~~and ofprior ~~our~~to ~~net~~March 13, ~~tax~~2026, ~~deferred~~the ~~assets,~~“Credit ~~including~~Agreement”). ~~NOLs~~The ~~and~~Amendment, ~~Energy-Efficiency~~among ~~Tax~~other ~~Credits~~things, byextends ~~limiting~~the ~~and/or~~termination ~~prohibiting~~date ~~transfers~~under ofthe ~~our~~Credit ~~stock~~Agreement ~~that~~from ~~could~~March ~~affect~~15, ~~the~~2028 ~~percentage~~to ofMarch ~~stock~~13, ~~that~~2030 isand ~~treated~~increases asthe ~~being~~aggregate ~~owned~~commitment byamount aunder ~~holder~~the ofCredit ~~4.95%~~Agreement ofto ~~the~~$525 ~~Company's shares~~million.

OnThe ~~February 5,~~foregoing ~~2026,~~description ~~the~~of ~~Company filed with~~ the ~~Delaware~~Amendment ~~Secretary~~is ofqualified ~~State~~in aits ~~Certificate~~entirety ~~of Amendment~~ to ~~its~~the ~~Amended~~full ~~and~~text ~~Restated Certificate~~ of ~~Incorporation to effect~~ the ~~Protective~~ Amendment ~~Extension.~~filed ~~The~~herewith ~~Protective~~as ~~Amendment~~Exhibit ~~Extension~~10.1 ~~will~~and ~~become~~incorporated ~~effective~~in onthis ~~February~~Item 6,1.01 ~~2026~~by reference.

AItem ~~copy of the Certificate of Amendment, dated February 5, 2026, is attached hereto as Exhibit 3~~2.103. ~~The~~Creation ~~foregoing summary~~ of ~~the~~a ~~Certificate~~Direct ofFinancial ~~Amendment~~Obligation ~~does~~or ~~not~~an ~~purport~~Obligation tounder bean ~~complete~~Off-Balance ~~and~~Sheet isArrangement ~~qualified in its entirety by reference to the Certificate~~ of ~~Amendment,~~a ~~which is incorporated herein by reference~~Registrant.

The information set forth above under Item 51.0701 ~~Submission~~is ofhereby ~~Matters~~incorporated toby areference ~~Vote~~into ofthis ~~Security~~Item ~~Holders~~2.03.

~~On February 5,~~Item ~~2026, the Company held its 2026 Annual Meeting of Stockholders~~7. A01 ~~total~~Regulation ~~of 25,342,067 shares were represented in person or by valid proxy at the annual meeting and the Company’s stockholders took the following actions:~~FD.

~~1. Election~~On ofMarch ~~Directors. Stockholders elected Howard C. Heckes~~17, ~~Lloyd E. Johnson~~2026, ~~John~~the J.Company ~~Kelley~~issued ~~III,~~a ~~Allan~~press P.release ~~Merrill,~~announcing ~~Peter~~the M.Amendment ~~Orser,~~described ~~Norma~~in A.Item ~~Provencio, June Sauvaget, Alyssa P~~1.01 ~~Steele and C~~above. ~~Christian~~A ~~Winkle~~copy toof ~~serve~~the aspress ~~directors~~release ~~until~~is ~~the~~attached ~~2027~~as ~~Annual~~Exhibit ~~Meeting~~99.1 ofto ~~Stockholders~~this orCurrent ~~until~~Report ~~their~~on ~~successors~~Form ~~are~~8-K ~~elected~~ and ~~qualified. The~~is ~~vote~~incorporated ~~totals~~herein ~~for~~by ~~each of these individuals were:~~reference.

Director	Shares For	Shares Against	Shares Abstained	Broker Non-Votes
Howard C. Heckes	21,133,666	883,074	14,742	3,310,585
Lloyd E. Johnson	21,076,202	939,438	15,842	3,310,585
John J. Kelley III	21,136,805	879,118	15,559	3,310,585
Allan P. Merrill	20,925,327	1,088,523	17,632	3,310,585
Peter M. Orser	20,855,239	1,160,401	15,842	3,310,585
Norma A. Provencio	20,747,333	1,261,690	22,459	3,310,585
June Sauvaget	21,125,416	889,911	16,155	3,310,585
Alyssa P. Steele	21,131,177	883,708	16,597	3,310,585
C. Christian Winkle	20,986,049	1,029,685	15,748	3,310,585

The information provided pursuant to this Item 7.01, including Exhibit 99.1 in Item 9.01, is "furnished" and shall not be deemed to be "filed" with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities and Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

2. Vote on Compensation of Named Executive Officers. Stockholders approved the compensation paid to the Company’s named executive officers for the fiscal year ending September 30, 2025. The vote totals were: 19,205,515 shares for, 2,789.842 shares against, 36,025 share abstentions and 3,310,585 broker non-votes.

3. Ratification of Independent Accountants. Stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026. The vote totals were: 25,131,186 shares for, 206,373 shares against and 4,508 share abstentions.

4. Adoption of the Charter Amendment. Stockholders approved the adoption of the Charter Amendment for the Protection of NOLs and Energy-Efficiency Tax Credits. The vote totals were: 18,335,332 shares for, 3,658,294 shares against, 37,856 share abstentions and 3,310,585 broker non-votes.

5. Ratification of Rights Agreement. Stockholders ratified the Rights Agreement for the Protection of NOLs and Energy-Efficiency Tax Credits. The vote totals were: 17,328,702 shares for, 4,665,231 shares against, 37,549 share abstentions and 3,310,585 broker non-votes.


Item 9.01			Financial Statements and Exhibits

(d) Exhibits

3.1			Certificate of Amendment, dated February 5, 2026, to the Amended and Restated Certificate of Incorporation of Beazer Homes USA, Inc.
10.1			Third Amendment, dated as of March 13, 2026, to the Credit Agreement, dated as of October 13, 2022, among the Company, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as an issuing lender and administrative agent (as further amended, supplemented or otherwise modified from time to time).
99.1			Press Release dated March 17, 2026
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BEAZER HOMES USA, Inc.

~~BEAZER HOMES USA, Inc.~~

Date:

~~February~~March 517, 2026

By:

~~By:~~

/s/ David I. Goldberg

~~/s/ Michael A. Dunn~~

Michael A. DunnSenior Vice President, General Counsel and Corporate Secretary

David I. GoldbergSenior Vice President, Chief Financial Officer and Treasurer

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