Exhibit 99.4
Contents
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction and Description of the Transactions
On August 6, 2026, Dream Finders Homes, Inc., a Texas corporation (the “Company” or “Dream Finders”), 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” or the “Beazer Acquisition”).
Under the terms of the Merger Agreement, each share of common stock, par value $0.001 per share, of Beazer issued and outstanding immediately prior to the effective time of the Merger (other than cancelled or converted shares and dissenting shares) will be converted into the right to receive $33.50 per Beazer share in cash.
The Merger Agreement provides that:
-Stock options will be cancelled and settled in cash based on the intrinsic value of the award (if any), with options that are out-of-the-money cancelled without consideration.
-Restricted stock awards (“RSAs”) will generally be cancelled and converted into cash based on the merger consideration. Performance-based restricted stock awards will be cancelled and settled in cash based on the merger consideration, with performance conditions for uncompleted performance periods deemed achieved at target levels.
-Performance-based cash awards will be cancelled and settled in cash, with performance conditions for uncompleted performance periods deemed achieved at target levels.
The Beazer Acquisition, including the repayment of Beazer indebtedness and payment of transaction expenses, was funded with proceeds from the following transactions:
-On September 14, 2026, the Company sold 225,000 shares of newly designated Series B Convertible Preferred Stock at a first closing for an aggregate purchase price of $225.0 million, of which $154.3 million was used to redeem its existing Series A Convertible Preferred Stock.
-On October 20, 2026, the Company sold an additional 450,000 shares of its existing Series B Convertible Preferred Stock at a second closing for an aggregate purchase price of $450.0 million.
-On October 20, 2026, the Company received $572.1 million of net land banking capital proceeds from Millrose Properties (NYSE: MRP) and/or its affiliates which is acquiring Beazer homesites under option from the Company in connection with the Merger.
The remainder was paid from available cash on hand and borrowings under the Company’s existing revolving credit facility.
On October 9, 2026, the Company partially exercised an accordion feature under its existing credit facility increasing the aggregate commitments under the revolving credit facility to $1.7 billion. The pro forma borrowing base for the combined Company after the Merger was $1.7 billion as of October 20, 2026.
The Beazer Acquisition was accounted for by applying the guidance under Accounting Standards Codification 805, Business Combinations (“ASC 805”). In accordance with ASC 805, the acquired assets and liabilities will be recorded by the Company at estimated fair values at the closing date. Any differences between the fair value of the consideration transferred and the fair value of the assets acquired, and liabilities assumed will be recorded as goodwill.
The unaudited pro forma condensed combined financial information and related notes are provided for illustrative purposes only and do not purport to represent what the combined company’s actual results of operations or financial position would have been had the Merger been completed on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations or financial position for any future period. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. It is likely that the actual adjustments upon the completion of the Merger will differ from the pro forma adjustments, and it is possible the differences may be material.





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The following unaudited pro forma condensed combined financial information gives effect to the Merger, which includes adjustments for the following:
-certain reclassifications to conform Beazer historical financial statement presentation to Dream Finders historical financial statement presentation;
-transaction adjustments to reflect purchase accounting under ASC 805;
-financing adjustments associated with acquisition-related debt financing, preferred equity issuance and land bank financing arrangements; and
-non-recurring transaction costs in connection with the Merger.





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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2026
(USD in Thousands)
As of June 30, 2026As of June 30, 2026As of June 30, 2026
Dream Finders Homes, Inc. (Historical) - USDBeazer Homes USA, Inc. (Historical) - USD Adjusted (Note 2)
Merger
Transaction Accounting Adjustments
NotesFinancing Transaction Accounting AdjustmentsNotesPro Forma Combined for Merger and Financing Adjustments
ASSETS
Cash and cash equivalents$203,494 $124,641 $(1,575,402)3B$322,963 3P$88,333 
(57,409)3E225,000 3Q
683,000 3I(154,275)3Q
(44,000)3J450,000 3Q
(30,804)3M(16,875)3R
(42,000)3O
Restricted Cash50,272 3,418 — — 53,690 
Accounts receivable29,533 96,621 — — 126,154 
Inventories2,327,779 2,141,470 (92,000)3C— 3,581,315 
(794,000)3I— 
(1,934)
3L
— 
Lot deposits501,755 228,000 44,000 3J— 773,755 
Mortgage loans held for sale198,131 — — — 198,131 
Other assets249,562 299,224 (31,159)3B— 527,849 
40,000 3D— 
5,069 3F— 
(3,374)3K— 
(31,473)3N
Investments in unconsolidated entities21,783 — — — 21,783 
Goodwill377,361 11,376 (1,146,990)3A— 421,314 
1,606,561 3B— 
92,000 3C— 
(40,000)3D— 
(690,000)3G— 
12,270 3H— 
111,000 3I— 
14,263 3K— 
31,473 3N
42,000 3O
Total3,959,670 2,904,750 (1,898,909)826,813 5,792,324 
Total assets$3,959,670 $2,904,750 $(1,898,909)$826,813 $5,792,324 
See accompanying notes to unaudited pro forma condensed combined financial information.





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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2026
(USD in Thousands)
As of June 30, 2026As of June 30, 2026As of June 30, 2026
Dream Finders Homes, Inc. (Historical) - USDBeazer Homes USA, Inc. (Historical) - USD Adjusted (Note 2)
Merger
Transaction Accounting Adjustments
NotesFinancing Transaction Accounting AdjustmentsNotesPro Forma Combined for Merger and Financing Adjustments
LIABILITIES
Accounts payable$156,114 $177,337 $— $— $333,451 
Accrued liabilities280,118 149,982 — — 430,100 
Customer deposits94,459 21,309 — — 115,768 
Revolving credit facilities and other borrowings1,037,986 420,020 (340,000)3G322,963 3P1,440,969 
Senior unsecured notes, net592,342 989,112 (8,200)3E— 1,246,413 
(350,000)3G— 
12,270 3H— 
10,889 3K— 
Mortgage warehouse facilities186,785 — — — 186,785 
Total2,347,804 1,757,760 (675,041)322,963 3,753,486 
Total liabilities$2,347,804 $1,757,760 $(675,041)$322,963 $3,753,486 
See accompanying notes to unaudited pro forma condensed combined financial information.





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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2026
(USD in Thousands)
As of June 30, 2026As of June 30, 2026As of June 30, 2026
Dream Finders Homes, Inc. (Historical) - USDBeazer Homes USA, Inc. (Historical) - USD Adjusted (Note 2)
Merger
Transaction Accounting Adjustments
NotesFinancing Transaction Accounting AdjustmentsNotesPro Forma Combined for Merger and Financing Adjustments
EQUITY
Shareholder’s equity
Redeemable preferred stock$148,500 $— $— $225,000 3Q$658,125 
— (148,500)3Q
— 450,000 3Q
— (16,875)3R
Redeemable noncontrolling interest29,539 — — — 29,539 
Class A common stock374 — — — 374 
Class B common stock577 — — — 577 
Preferred stock— — — — — 
Common stock— 27 (27)3A— — 
Accumulated other comprehensive income1,407 — — — 1,407 
Additional paid-in capital304,205 760,918 (760,918)3A(5,775)3Q298,430 
Retained earnings1,208,177 386,045 (386,045)3A— 1,131,299 
(49,209)3E— 
5,069 3F— 
(1,934)3L— 
(30,804)3M— 
Treasury stock(82,837)— — — (82,837)
Total Shareholder’s equity1,609,942 1,146,990 (1,223,868)503,850 2,036,914 
Noncontrolling interest
Noncontrolling interests1,924 — — — 1,924 
Total non-controlling interest1,924 — — — 1,924 
Total equity1,611,866 1,146,990 (1,223,868)503,850 2,038,838 
Total liabilities and equity$3,959,670 $2,904,750 $(1,898,909)$826,813 $5,792,324 
See accompanying notes to unaudited pro forma condensed combined financial information.







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UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the Six Months ended June 30, 2026
(USD in Thousands)
For the Six Months ended
June 30, 2026		For the Six Months ended
June 30, 2026		For the Six Months ended
June 30, 2026
Dream Finders Homes, Inc. (Historical) - USDBeazer Homes USA, Inc. (Historical) - USD Adjusted (Note 2)
Merger
Transaction Accounting Adjustments
NotesPro Forma Combined for Merger Adjustments
Homebuilding$1,843,803 $923,737 $(4,247)4B$2,763,293 
Financial services107,460 2,415 — $109,875 
Total revenues1,951,263 926,152 (4,247)$2,873,168 
Homebuilding cost of sales1,579,425 807,772 (3,288)4B$2,371,221 
(12,688)4H
Financial services expense87,950 653 — $88,603 
Selling, general and administrative expenses239,343 147,291 5,000 4A$388,046 
(3,588)4C
Income from unconsolidated entities(378)— — $(378)
Contingent consideration revaluation— — — $— 
Other (income) expense, net(10,729)(528)— $(11,257)
Income before taxes55,652 (29,036)10,317 $36,933 
Income tax (expense) benefit(14,248)23,905 (580)4G$9,077 
Net income41,404 (5,131)9,737 $46,010 
Net (income) loss attributable to noncontrolling interests
    (427)
— — $(427)
Net income attributable to Dream Finders Homes, Inc.40,977 (5,131)9,737 $45,583 
Earnings per share
Basic$0.37 $— $— $0.06 
Diluted$0.37 $— $— $0.06 
Weighted-average number of shares
Basic91,657,686 — — 91,657,686 
Diluted91,883,564 — — 91,883,564 
See accompanying notes to unaudited pro forma condensed combined financial information.





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UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the Year ended December 31, 2025
(USD in Thousands)
For the Year ended
December 31, 2025		For the Year ended
September 30, 2025		For the Year ended
December 31, 2025
Dream Finders Homes, Inc. (Historical) - USDBeazer Homes USA, Inc. (Historical) - USD Adjusted (Note 2)
Merger
Transaction Accounting Adjustments
NotesPro Forma Combined for Merger Adjustments
Homebuilding$4,145,347 $2,365,934 $(3,391)4B
$    6,507,890    
Financial services177,501 5,621 — 
    183,122    
Total revenues4,322,848 2,371,555 (3,391)
    6,691,012    
Homebuilding cost of sales3,423,354 2,040,599 (2,416)4B5436162
(25,375)4H
Financial services expense144,727 1,640 — 
    146,367    
Selling, general and administrative expenses485,213 290,565 10,000 4A
    858,299    
(7,338)4C
49,055 4D
30,804 4E
Income for unconsolidated entities(417)— — (417)
Contingent consideration revaluation(9,820)— — (9,820)
Other (income) expense, net(4,311)(2,099)(5,069)4F(11,479)
Income before taxes284,102 40,850 (53,052)271,900
Income tax expense(66,698)4,738 (7,352)4G(69,312)
Net income217,404 45,588 (60,404)202,588
Net (income) loss attributable to noncontrolling interests(207)— — (207)
Net income attributable to Dream Finders Homes, Inc.$217,197 $45,588 $(60,404)202381
Earnings per share
Basic$2.19 $— $— 1.30
Diluted$2.14 $— $— 1.20
Weighted-average number of shares— 
Basic93,106,397 — — 
    93,106,397    
Diluted101,296,630 — — 
    101,296,630    
See accompanying notes to unaudited pro forma condensed combined financial information.






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Note 1. Basis of Presentation
The accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and presents the transaction accounting adjustments and financing adjustments directly attributable to the Merger that are expected to have a continuing impact on the combined company.
The unaudited pro forma combined balance sheet as of June 30, 2026 is presented to reflect the Merger as if it had occurred on June 30, 2026.  The unaudited pro forma combined statement of operations for the six months ended June 30, 2026 and the year ended December 31, 2025 gives pro forma effect to the Beazer Acquisition, as if the Merger had been completed on January 1, 2025.
The unaudited pro forma condensed combined financial information has been derived from the following historical financial information:
Dream Finders Homes, Inc.
•Unaudited condensed consolidated balance sheet as of June 30, 2026
•Unaudited condensed consolidated statement of operations for the six months ended June 30, 2026
•Audited consolidated statement of operations for the fiscal year ending December 31, 2025
Beazer Homes USA, Inc.
•Unaudited condensed consolidated balance sheet as of June 30, 2026
•Unaudited condensed consolidated statement of operations for the nine months ended June 30, 2026 and condensed consolidated statement of operations for the three months ended December 31, 2025 – see note below for further information on how Beazer’s unaudited pro forma condensed combined financial information for the six months ended June 30, 2026 was derived
•Audited consolidated statement of operations for the fiscal year ending September 30, 2025
For the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025, Dream Finders reports on a fiscal year ending December 31, while Beazer historically reported on a fiscal year ending September 30. Since the fiscal year-ends differ by not more than 93 days, consistent with Article 11, Dream Finders combined Beazer’s statement of operations for the year-ended September 30, 2025 with Dream Finders statement of operations for the year-ended December 31, 2025.
In order to derive the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026, Beazer’s results of operations for the period October 1, 2025 through December 31, 2025 have been removed from Beazer’s unaudited consolidated statement of operations for the nine months ended June 30, 2026.
Beazer’s revenue for the period from October 1, 2025 through December 31, 2025 was approximately $363.5 million, and its net loss for the same period was approximately $32.6 million. During this excluded period, Beazer continued its normal homebuilding, land development and financing operations. Management has not identified any unusual or non-recurring transactions occurring during the period that would be necessary to understand the unaudited pro forma condensed combined financial information. Refer to Note 2.1 below for the calculation of Beazer’s statement of operations for the six-month period from January 1, 2026 through June 30, 2026.
Note 2. Accounting Policy and Reclassification Adjustments
During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary review of Beazer’s financial information to identify differences in accounting policies compared to those of Dream Finders and differences in financial statement presentation compared to the presentation of Dream Finders. At the time of preparing the unaudited pro forma condensed combined financial information, other than the adjustments described herein, Dream Finders is not aware of any other material differences. However, Dream Finders will continue to perform its detailed review of Beazer’s accounting policies. Upon completion of that review, differences may be identified between the accounting policies of Dream Finders and Beazer that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.





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Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2026
(USD in Thousands)
Beazer Homes USA, Inc.
Dream Finders Homes, Inc.
Line item
presentation
HistoricalReclassification AdjustmentsNotesHistorical - Adjusted
Assets
Current assets
Cash and cash equivalentsCash and cash equivalents$124,641 $$124,641 
Restricted CashRestricted Cash3,418 3,418 
Accounts receivableAccounts receivable96,621 96,621 
InventoriesInventory2,369,470 (228,000)2A2,141,470 
Lot deposits— 228,000 2A228,000 
Mortgage loans held for sale— — — 
Other assetsOther assets45,890 253,334 2B299,224 
Investments in unconsolidated entities— — 
GoodwillGoodwill11,376 11,376 
Income tax receivable2,309 (2,309)2B— 
Deferred tax assets, net166,191 (166,191)2B— 
Property and equipment, net55,262 (55,262)2B— 
Operating lease right of use asset29,572 (29,572)2B— 
Total Assets$2,904,750 $— $2,904,750 
Liabilities
Accounts payableTrade accounts payable$177,337 $$177,337 
Accrued liabilities— 149,982 2C, 2E149,982 
Customer deposits— 21,309 2C21,309 
Revolving credit facilities and other borrowings— 420,020 2D420,020 
Senior unsecured notes, net— 989,112 2D989,112 
Mortgage warehouse facilities— — 
Operating lease liabilities26,345 (26,345)2E— 
Other liabilities144,946 (144,946)2C— 
Total debt1,409,132 (1,409,132)2D— 
Total liabilities$1,757,760 $— $1,757,760 
Commitments and contingencies
Mezzanine equity
Redeemable preferred stock
Redeemable noncontrolling interest$$$— 
Equity
Class A common stock
Class B common stock— 
Preferred stock
Common stock27 — 27 
Accumulated other comprehensive income— 
Additional paid in capitalPaid in capital760,918 760,918 
Retained earningsRetained earnings386,045 386,045 
Treasury stock
Total Dream Finders Homes, Inc. stockholders’ equity
Noncontrolling interests
Total equity1,146,990 — 1,146,990 
Total liabilities, mezzanine equity and equity$2,904,750 $— $2,904,750 





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2A - Reclassifications of $228.0 million of deposits on lot option agreements from Inventory to Lot deposits
2B – Reclassifications of $253.3 million from Income tax receivable; Deferred tax assets, net; Property and equipment, net; and Operating lease right of use asset to Other assets
2C – Reclassifications from Other liabilities:
-$123.6 million consisting of accrued compensation and benefits, accrued interest, litigation accruals, warranty reserves, obligations related to land not owned under option agreements and other liabilities to Accrued liabilities
-$21.3 million of customer deposits to Customer deposits
2D – Reclassifications from Total debt:
-$80.0 million of junior subordinated notes and $340.0 million of senior unsecured revolving credit facility to Revolving credit facilities and other borrowings
-$989.1 million of total senior notes to Senior unsecured notes, net
2E – Reclassification of $26.3 million from Operating lease liabilities to Accrued liabilities





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Unaudited Pro Forma Condensed Combined Statement of Operations
For the period January 1, 2026 to June 30, 2026
(USD in Thousands)
Beazer Homes USA, Inc.
Dream Finders Homes, Inc.Line Item PresentationHistoricalReclassification AdjustmentsNotesHistorical - Adjusted
Revenues
HomebuildingTotal revenue$926,152 $(2,415)2AA$923,737 
Financial services2,415 2AA2,415 
Total revenues926,152 — 926,152 
Homebuilding cost of sales807,772 2BB, 2CC, 2DD807,772 
Financial services expense653 2BB653 
Home construction and land sales expenses807,714 (807,714)2BB— 
Inventory impairments and abandonments3,637 (3,637)2CC— 
Selling, general and administrative expenses147,291 2BB, 2EE, 2FF147,291 
Income for unconsolidated entities— 
Contingent consideration revaluation— 
Other (income) expense, net(528)2BB, 2GG, 2HH(528)
Commissions30,546 (30,546)2DD— 
General and administrative expenses105,580 (105,580)2EE— 
Depreciation and amortization9,008 (9,008)2FF— 
Loss on extinguishment of debt, net668 (668)2GG— 
Other income, net(1,965)1,965 2HH— 
Income before taxes(29,036)— (29,036)
Income tax expenseBenefit from income taxes(23,905)— (23,905)
Net income(5,131)— (5,131)
Net (income) loss attributable to noncontrolling interests
Net income attributable to Dream Finders Homes, Inc$(5,131)$— $(5,131)






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Unaudited Pro Forma Condensed Combined Statement of Operations
For the period October 1, 2024 to September 30, 2025
(USD in Thousands)
Beazer Homes USA, Inc.
Dream Finders Homes, Inc.Line Item PresentationHistoricalReclassification AdjustmentsNotesHistorical - Adjusted
Revenues
HomebuildingTotal revenue$2,371,555 $(5,621)2AA$2,365,934 
Financial services5,621 2AA5,621 
Total revenues2,371,555 — 2,371,555 
Homebuilding cost of sales2,040,599 2BB, 2CC, 2DD2,040,599 
Financial services expense1,640 2BB,1,640 
Home construction and land sales expenses2,021,082 (2,021,082)2BB— 
Inventory impairments and abandonments12,959 (12,959)2CC— 
Selling, general and administrative expenses290,565 2BB, 2CC, 2EE, 2FF290,565 
Income for unconsolidated entities— 
Contingent consideration revaluation— 
Other (income) expense, net(2,099)2BB, 2HH(2,099)
Commissions76,911 (76,911)2DD— 
General and administrative expenses204,830 (204,830)2EE— 
Depreciation and amortization19,168 (19,168)2FF— 
Loss on extinguishment of debt, net— — — 
Other income, net(4,245)4,245 2HH— 
— 
— 
Income before taxes40,850 — 40,850 
Income tax expenseBenefit from income taxes(4,738)— (4,738)
Net income45,588 — 45,588 
Net (income) loss attributable to noncontrolling interests
Net income attributable to Dream Finders Homes, Inc$45,588 $— $45,588 





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2AA – Reclassification from total revenue:
-$2.4 million of Total revenue to Financial Services for the six months ended June 30, 2026
-$5.6 million of Total revenue to Financial Services for the year ended December 31, 2025
2BB - Reclassification from Home construction and land sales expenses:
-$773.6 million to Homebuilding cost of sales for the six months ended June 30, 2026
-$1,952.3 million to Homebuilding cost of sales for the year ended December 31, 2025
-$0.7 million to Financial services expense for the six months ended June 30, 2026
-$1.6 million to Financial services expense for the year ended December 31, 2025
-$33.0 million of Indirect costs, $1.5 million of Forward mortgage commitment costs, and ($1.8 million) of Forward commitment costs to Selling, general and administrative expenses for the six months ended June 30, 2026
-$67.7 million Indirect costs, $2.1 million of Forward mortgage commitment costs and ($4.8 million) of Forward commitment costs to Selling, general and administrative expenses for the year ended December 31, 2025
-$0.8 million of litigation expense to Other (income) expense, net for the six months ended June 30, 2026
-$2.1 million of litigation expense to Other (income) expense, net for the year ended December 31, 2025
2CC – Reclassification from inventory impairments and abandonments:
-$3.6 million to Homebuilding cost of sales for the six months ended June 30, 2026
-$11.4 million to Homebuilding cost of sales for the year ended December 31, 2025
-$1.6 million to Selling, general and administrative expenses for the year ended December 31, 2025
2DD – Reclassification from commissions:
-$30.5 million to Homebuilding cost of sales for the six months ended June 30, 2026
-$76.9 million to Homebuilding cost of sales for the year ended December 31, 2025
2EE – Reclassification from G&A expense:
-$105.6 million to Selling, general and administrative expenses for the six months ended June 30, 2026
-$204.8 million to Selling, general and administrative expenses for the year ended December 31, 2025
2FF – Reclassification from D&A:
-$9.0 million to Selling, general and administrative expenses for the six months ended June 30, 2026
-$19.2 million to Selling, general and administrative expenses for the year ended December 31, 2025
2GG – Reclassification from Loss on extinguishment of debt, net
-$0.7 million to Other (income) expense, net for the six months ended June 30, 2026
2HH – Reclassification from other income, net
-($2.0 million) to Other (income) expense, net for the six months ended June 30, 2026
-($4.2 million) to Other (income) expense, net for the year ended December 31, 2025





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Note 2.1. Interim Statement of Operations for Beazer for the Period January 1, 2026 to June 30, 2026
The table below provides the calculation to derive the unaudited statement of operations for Beazer for the six months ended June 30, 2026. The historical results of Beazer for the nine months ended June 30, 2026, have been adjusted to remove the results attributable to operations for the three month period October 1, 2025 through December 31, 2025. This adjustment is made to present Beazer’s results for the six-month period ended June 30, 2026, to align with the interim period presented for Dream Finders as shown below:
Beazer’s interim statement of operations for the period January 1, 2026 to June 30, 2026
(USD in Thousands)
Nine Months Ended June 30, 2026Three Months Ended December 31, 2025For the period January 1, 2026 to June 30, 2026
BEAZER HOMES USA, INC.[A][B][C]=[A]-[B]
Total revenue$1,289,643 $363,491 $926,152 
Home construction and land sales expenses1,131,631 323,917 807,714 
Inventory impairments and abandonments6,007 2,370 3,637 
Gross profit152,005 37,204 114,801 
Commissions42,562 12,016 30,546 
General and administrative expenses158,569 52,989 105,580 
Depreciation and amortization13,050 4,042 9,008 
Operating (loss) income(62,176)(31,843)(30,333)
Loss on extinguishment of debt, net(668)— (668)
Other income, net2,743 778 1,965 
(Loss) income before income taxes(60,101)(31,065)(29,036)
Expense (Benefit) from income taxes(22,373)1,532 (23,905)
Net (loss) income$(37,728)$(32,597)$(5,131)
Note 3: Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The adjustments included in the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026 are detailed below:
Merger Transaction Accounting Adjustments
(3A) Represents the elimination of Beazer’s historical stockholders’ equity balances as of the acquisition date.
(3B) Represents the preliminary estimated purchase consideration of approximately $1.6 billion for the Beazer Acquisition. The purchase consideration includes (i) $854.2 million of cash consideration payable to Beazer common stockholders, (ii) $31.2 million related to the pre-merger portion of equity awards and performance cash awards, consisting of approximately $11.3 million of restricted stock awards, $6.4 million of performance stock awards, $13.2 million of performance cash awards and $0.3 million of stock options, (iii) $31.2 million representing the fair value of Dream Finders’ previously held equity investment in Beazer, and (iv) $690.0 million of Beazer indebtedness repaid in connection with the Beazer Acquisition. The estimated purchase consideration forms the basis for the preliminary allocation of consideration to the identifiable assets acquired and liabilities assumed in accordance with ASC 805.
The following table sets forth a preliminary allocation of the estimated purchase consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Beazer based on Beazer’s June 30, 2026 balance sheet, with the excess recorded as goodwill. Refer to note 3I below for details on the land banking arrangement.
The preliminary purchase accounting adjustments are based on management’s preliminary estimates and assumptions, including limited valuation procedures and available information as of the date of preparation of the pro forma financial information, to allocate the consideration transferred to the identifiable assets acquired and liabilities assumed, including intangible assets and inventory. The final allocation of the consideration transferred will be completed after the Company finalizes its detailed valuations during the measurement period, which will not exceed one year from the acquisition date. As a result, the final allocation may differ materially from the preliminary amounts presented herein, and such differences could result in changes to the amounts assigned to goodwill and could have a material impact on future depreciation and amortization expense in the combined company’s results of operations.





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PPA allocation
(USD in thousands)Carrying value as of June 30, 2026
Cash and cash equivalents1
$721,641 
Restricted Cash
3,418 
Accounts receivable
96,621 
Inventories
1,255,470 
Lot deposits
272,000 
Other assets
304,377 
Total Assets$2,653,527 
Accounts payable
177,337 
Accrued liabilities
149,982 
Customer deposits
21,309 
Revolving credit facilities and other borrowings
80,020 
Senior unsecured notes, net
662,271 
Total Liabilities$1,090,919 
Net assets acquired (a)$1,562,608 
Estimated purchase consideration (b)1,606,561 
Estimated goodwill (b) - (a)$43,953 
1 - Cash and cash equivalents include net cash proceeds of $639.0 million associated with the land banking arrangement with Millrose Properties received by Beazer at closing from the sale of land assets.
(3C) Reflects the preliminary estimated asset fair value adjustment to the inventory acquired in the Beazer Acquisition. The fair value of inventory is subject to change as Dream Finders finalizes various estimates, inputs and analyses.
(3D) Represents the preliminary estimated asset fair value adjustment to the identifiable intangible assets acquired in the Beazer Acquisition, primarily consisting of brand names. The fair value of intangibles is subject to change as Dream Finders finalizes various estimates, inputs and analyses.
(USD in thousands)
Estimated useful
Life (in years)
Preliminary
estimated FV
Amortization expense for the year ended
December 31, 2025		Amortization expense for the six months ended June 30, 2026
Brand names4$40,000$10,000$5,000
Fair value was estimated using a market benchmarking approach based on observed intangible asset values and useful lives from comparable transactions within the homebuilding industry.
(3E) Represents payment of estimated direct and incremental transaction costs incurred by Dream Finders in connection with the Beazer Acquisition, including advisory, financing, legal, accounting, valuation and other professional fees. Dream Finders expensed $49.06 million of these costs in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 and capitalized $8.2 million pertaining to a consent solicitation fee paid to Beazer’s bondholders to facilitate the assumption and refinancing of outstanding debt.
(3F) Represents the remeasurement of Dream Finders’ previously held equity interest in Beazer to fair value as of the acquisition date. The adjustment reflects the difference between Beazer’s acquisition-date fair value of $33.50 per share and its June 30, 2026 share price of $28.05 per share, applied to the 930,128 shares held by Dream Finders immediately prior to the Beazer Acquisition, resulting in a fair value step-up of approximately $5.1 million.
(3G) Represents the write-off of Beazer’s existing indebtedness paid off on the acquisition date for $340.0 million of revolving credit facilities and other borrowings and $350.0 million of 2029 senior unsecured notes respectively.
(3H) Represents the adjustment to record Beazer’s 7.500% Senior Notes due 2031 and 8.000% Senior Notes due 2032 at their estimated acquisition-date fair values in accordance with ASC 805.





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(3I) Represents the sale of certain acquired land assets to Millrose Properties pursuant to the committed $800.0 million Land Bank Facility entered into in connection with the Beazer Acquisition. The adjustment reflects the transfer of land with a carrying value of approximately $794.0 million in exchange for cash proceeds of approximately $683.0 million and the recognition of related lot deposits of approximately $44.0 million, as noted in Note 3J below, resulting in net cash proceeds of approximately $639.0 million. The difference between the carrying value of the land transferred and the net proceeds received has been reflected as an adjustment to goodwill.
(3J) Represents the recognition of lot deposits of $44 million associated with land sold to Millrose Properties in connection with the land banking transaction noted immediately above.
(3K) Represents the write-off of unamortized debt issuance costs of $14.3 million related to Beazer Homes USA, Inc.’s existing debt arrangements. The adjustment removes the remaining carrying value of these costs in connection with the Beazer Acquisition and related financing activities.
(3L) Represents the elimination of unrealized profit associated with historical intercompany lot sales between Dream Finders and Beazer prior to the Beazer Acquisition. The adjustment removes the profit embedded in the carrying value of inventory of $1.9 million.
(3M) Represents the settlement of stock-based compensation awards of $30.8 million identified by management that contain double-trigger vesting provisions and that are therefore treated as post-combination compensation arrangements under ASC 805.
(3N) Represents a $31.5 million adjustment to deferred tax assets primarily as a result of the pro forma adjustments for assets acquired and liabilities assumed - specifically, relative to fair market value adjustments to assets and an adjustment to the acquired deferred tax asset for Goodwill which resets as a result of the Merger. These estimates are preliminary as adjustments to our deferred taxes could change due to further refinement of our statutory income tax rates used to measure our deferred taxes, changes in judgment regarding realizability of assets, and changes in the estimates of the fair values of assets acquired and liabilities assumed that may occur in conjunction with the closing of the Merger. These changes in estimates could be material.
(3O) Represents cash payment associated with the estimated sell side advisory fees.
Financing Adjustments
(3P) Represents additional borrowings of approximately $323.0 million under Dream Finders’ existing unsecured revolving credit facility to partially fund the Beazer Acquisition.
(3Q) Represents the issuance of $225.0 million and $450.0 million of Series B Convertible Preferred Stock, issued at a 2.5% original issue discount. $154.3 million of the proceeds were used to redeem $148.5 million of existing Series A Convertible Preferred Stock, resulting in a $5.8 million adjustment to additional paid-in capital. The remaining proceeds, including $450.0 million from the second closing, were retained for general corporate purposes and to fund a portion of the Beazer Acquisition consideration. The Series B Convertible Preferred Stock is presented as redeemable preferred stock within mezzanine equity.
(3R) Represents the payment of $16.9 million of original issuance discount in connection with the issuance of $225.0 million and $450.0 million of convertible preferred equity financing by Dream Finders as noted immediately above. The Company has elected to recognize changes in the redemption value of the Series B Convertible Preferred stock only when redemption becomes probable. Because redemption is not currently probable, no accretion has been reflected in the unaudited pro forma condensed combined financial information.
Note 4: Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations
The following adjustments have been reflected in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025, and the six months ended June 30, 2026, to give effect to the Beazer Acquisition and related financing transactions as if they had occurred on January 1, 2025. The adjustments reflect the corresponding impacts of the transaction accounting adjustments and financing adjustments recorded in the unaudited pro forma condensed combined balance sheet.
(4A) The adjustment represents the straight-line amortization expense associated with the preliminary fair value of identifiable intangible assets acquired. The amortization expense was calculated based on the estimated fair values and useful lives of the acquired intangible assets as noted in Note 3D above.





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(4B) Represents the elimination of intercompany land sale transactions between Dream Finders and Beazer recognized during the periods presented. The adjustment removes the related intercompany revenue and corresponding cost of sales associated with such transactions, as the sales would not be reflected in the consolidated results of operations following the Beazer Acquisition. The adjustment assumes that the underlying lots acquired from the intercompany transactions remained unsold to third parties during the periods presented and, therefore, the related profit remained unrealized within consolidated inventory.
(4C) Reflects the reversal of historical stock-based compensation expense recorded by Beazer related to outstanding stock options and restricted stock awards of $3.6 million and $7.3 million for the six months ended June 30, 2026 and twelve months ended September 30, 2025 respectively. The adjustment eliminates the compensation expense previously recognized in Beazer’s financial statements for the periods presented, as these awards are settled upon acquisition.
(4D) Represents the income statement impact of the acquisition-related transaction costs incurred by Dream Finders in connection with the Beazer Acquisition, as noted in Note 3E above. The adjustment reflects transaction costs that are directly attributable to the Beazer Acquisition and are not expected to have a continuing impact on the combined company’s results of operations. The adjustment excludes the $8.2 million of consent solicitation fees capitalized as debt issuance costs, as described in Note 3E, and any transaction costs paid as of June 30, 2026.
(4E) As noted in Note 3M above, certain equity awards that were settled as part of the Beazer Acquisition contained double-trigger vesting provisions and are therefore accounted for as post-combination compensation arrangements under ASC 805. Accordingly, the related compensation cost is excluded from purchase consideration and recognized as compensation expense following the Beazer Acquisition. The adjustment reflects the recognition of the associated compensation expense in the first reporting period subsequent to the acquisition date for $30.8 million.
(4F) As noted in 3F above, Dream Finders’ previously held equity interest in Beazer is remeasured to its acquisition-date fair value. The adjustment reflects the resulting gain of $5.1 million recognized in earnings attributable to the increase in the fair value of Dream Finders’ existing investment from Beazer’s June 30, 2026 market price to the value implied by the merger consideration.
(4G) Represents the estimated income tax effect of the pro forma adjustments described above. The income tax impact is calculated using the combined company’s estimated statutory tax rates applicable to each period presented. The adjustment has been determined using an estimated blended tax rate of 24.45% for the year ended December 31, 2025 and for the six months ended June 30, 2026.
(4H) Reflects reduction in cost of sales on capitalized interest, calculated at 7.25%, associated with $350.0 million less debt on a combined pro forma company basis.
Note 5. Earnings Per Share
Basic pro forma Earnings Per Share (“EPS”) is calculated using pro forma net income (loss) available to common stockholders of Dream Finders divided by the weighted-average number of common shares outstanding during the period. Diluted pro forma EPS is calculated using pro forma net income (loss) available to common stockholders divided by the weighted-average number of common shares outstanding during the period, adjusted for the effect of potentially dilutive securities.
The pro forma EPS calculation reflects the impact of the Beazer Acquisition and related financing transactions as if such transactions had occurred on January 1, 2025. The pro forma EPS computation also reflects the impact of the Series B Convertible Preferred Stock as part of the transaction financing.
Pursuant to the terms of the Series B Convertible Preferred Stock, conversion of such stock following the expiration of the non-conversion period is based on the average closing price of Dream Finders’ Class A common stock over the applicable measurement period, subject to a conversion discount and floor price provisions.





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The following table presents the computation of pro forma basic and diluted EPS:
(USD in thousands, except per share data and number of shares)For the year ended December 31, 2025For the six months ended June 30, 2026
Numerator:
Net income attributable to Dream Finders Homes, Inc.$202,381 $45,583 
Less: Preference dividend, net (1)
81,000 40,500 
Net income available to common shareholders - basic121,381 5,083 
Add: Preference dividend, net (2)
— — 
Net income available to common shareholders - diluted$121,381 $5,083 
Denominator:
Weighted-average number of common shares outstanding - basic93,106,397 91,657,686 
Add: Common stock equivalent shares ‘’8,190,233 225,878 
Add: Convertible shares of preferred equity (New preferred equity) (2)
— — 
Weighted-average number of shares outstanding - diluted101,296,630 91,883,564 
Earnings per share:
Basic$1.30 $0.06 
Diluted$1.20 $0.06 
(1) Preferred dividends associated with both the initial 225,000 shares and the additional 450,000 shares of Series B Convertible Preferred Stock assumed to be outstanding for the periods presented will accumulate at a rate per annum equal to 12.00%.
(2) The assumed conversion of the Series B Convertible Preferred Stock was excluded from diluted EPS because its inclusion would be anti-dilutive for each period presented. Under the if-converted method, preferred dividends would be added back to the numerator and approximately 37 million and 56 million incremental shares would be included in the denominator for the year ended December 31, 2025 and six months ended June 30, 2026, respectively. The resulting effect would increase earnings per share for each period.





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