BEAZER HOMES USA INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

FROM OUR

CHAIRMAN

Dear Fellow Shareholders:

Fiscal 2024 brought both significant challenges and notable achievements. Despite headwinds from interest rates, affordability pressures and market uncertainty, we delivered strong financial results with net income of over $140 million and earnings per diluted share of $4.53. We also made substantial progress toward achievement of our three key multi-year goals:

1)having more than 200 active communities by the end of fiscal 2026;

2)achieving a net debt to net capitalization ratio below 30% by the end of fiscal 2026; and

3)fulfilling our commitment that all homes started by the end of calendar 2025 will meet the Department of Energy’s Zero Energy Ready standard.

During fiscal 2024, we grew our average active community count by approximately 16%, marking our third consecutive year of double-digit growth. We also invested approximately $776.5 million in land acquisition and land development, providing visibility into further community count growth in fiscal 2025 and beyond. While this led to a modest increase in our net debt to net capitalization ratio, we expect these investments to drive revenue growth and cash flow in fiscal 2025 and 2026, supporting our leverage reduction goals. Finally, our commitment to sustainability and corporate culture earned significant external recognition in fiscal 2024, as detailed in the ESG section below.

Looked at in total, in 2024 we advanced our strategic goals while maintaining our commitment to stakeholder well-being. Given our achievements and strong performance in a challenging environment, we respectfully seek your support for this year's say-on-pay proposal.

Before closing, we would also like to welcome John J. Kelley III to our Board of Directors. Mr. Kelley was appointed on August 1, 2024, and brings valuable expertise in governance and cybersecurity from his distinguished career, including his tenure as the General Counsel of Equifax, Inc. for more than a decade.

Entering fiscal 2025, we are well-positioned to achieve our goals through our differentiated product offering, strategic vision, and exceptional team. Thank you for your continued support.

ALLAN P. MERRILL

Chairman, President and Chief Executive Officer

Beazer Homes USA, Inc.

December 20, 2024

Important Notice Regarding the Availability of Proxy Materialsfor the Annual Meeting of Stockholders to be held on February 6, 2025:This proxy statement, along with the Company’s Annual Report on Form 10-K for the fiscal year endedSeptember 30, 2024, are available free of charge on the Company’s website athttp://www.beazer.com

PROXY

STATEMENT SUMMARY

This summary provides an overview of the information contained within this proxy statement. We encourage you to read the entire proxy statement prior to voting.

ANNUAL MEETING OF STOCKHOLDERS ROADMAP

ANNUAL MEETING

Stockholders of record as of the close of business on December 12, 2024 are entitled to notice of, and to vote at, the annual meeting.

We are pleased to announce that we are delivering your proxy materials for the 2025 annual meeting of stockholders via the Internet. Because we are delivering proxy materials via the Internet, the Securities and Exchange Commission requires us to mail a letter to our stockholders notifying them that these materials are available on the Internet and how these materials may be accessed. This letter, which we refer to as our “Notice and Access Letter,” will be mailed to our stockholders on or about December 20, 2024.

Our Notice and Access Letter will instruct you on how to access and review our proxy statement for the 2025 annual meeting of stockholders and our annual report for the fiscal year ended September 30, 2024. It will instruct you on how you may vote your proxy via the Internet, or how you can request a full set of printed proxy materials, including a proxy card to return by mail. If you would like to receive printed proxy materials, you should follow the instructions contained in our Notice and Access Letter. Unless requested, you will not receive printed proxy materials by mail.

Your vote is important. Whether or not you plan to attend the annual meeting, we encourage you to vote as soon as possible.

VOTING MATTERS

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2024 BUSINESS HIGHLIGHTS

Here are several highlights of our financial and operational achievements in fiscal 2024 in comparison to fiscal 2023:

Please see Annex I for a reconciliation of non-GAAP measures to GAAP measures. Statements regarding goals, aspirations, strategies or future initiatives and their expected results, including those contained in the Letter from our Chairman, are forward-looking statements, which involve known and unknown risks, uncertainties and other factors described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.

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CORPORATE

GOVERNANCE HIGHLIGHTS(PGS. 10-15)

STOCKHOLDER

ENGAGEMENT

We are committed to a robust stockholder engagement program. Our Board values our stockholders’ perspectives. Feedback from stockholders on our business, executive compensation program and ESG matters represent important considerations for Board discussions throughout the year. Over the course of the year, we held more than 210 meetings with investors.

Our Board maintains a process for stockholders and interested parties to communicate with the Board. Stockholders and interested parties may write or call our Board as provided under “Reporting of Concerns to Independent Directors” on page 15.

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BOARD

NOMINEES(PGS. 16-20)

Below are the directors nominated for election by stockholders at the annual meeting. The Board recommends a vote “FOR” each of the directors.

*Chairman

**Lead Director

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KEY

QUALIFICATIONS

The following are several of the key qualifications, skills and experience of our Board nominees that we believe are uniquely important to our business.

The lack of a designation for a director under a category in the above chart does not mean that he or she does not possess that particular qualification, skill or experience. The marks above simply indicate that the characteristic is one for which the director is especially well known among our Board.

We believe our Board reflects the broad expertise and perspective needed to govern our business and constructively engage with senior management.

HOW

WE PAY

Our executive compensation program is composed of the following elements:

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EXECUTIVE COMPENSATION HIGHLIGHTS

Base Salaries(PG. 35)

Mr. Merrill's base salary for fiscal 2024 was $1,030,000, which was unchanged from fiscal 2023; Mr. Goldberg's base salary for fiscal 2024 was increased by 5.5% to $625,000; and Mr. Belknap's base salary for fiscal 2024 was $592,250, which was unchanged from fiscal 2023. With the exception of Mr. Dunn, whose target total compensation is intended to be subject to a multi-year upward adjustment process associated with his appointment as the Company's Senior Vice President, General Counsel and Corporate Secretary, the salaries for our named executive officers (NEOs) were approved by the Human Capital Committee to closely align with the 2024 Peer Group 50th percentile market values, individually and in the aggregate.

In connection with his retirement, Mr. Belknap continued to receive his base salary through the end of fiscal 2024. Additionally, in connection with Mr. Dunn's appointment as the Company's Senior Vice President, General Counsel and Corporate Secretary, effective August 1, 2024, the Board, based on the recommendation of the Committee, adjusted his base salary to $350,000. In doing so, the Board and the Committee considered, among other factors, the roles and responsibilities that Mr. Dunn would have in his new position with the Company, his prior experience and knowledge of the Company and Mr. Merrill's recommendation regarding Mr. Dunn's base salary. Mr. Dunn's weighted average base salary for fiscal 2024 was $285,408.

Short-Term Incentive Opportunities(PGS. 36-38)

For fiscal 2024, the target short-term incentive award opportunity (expressed as percentages of base salary) for Mr. Merrill was increased to 225% compared to 200% in fiscal 2023. The target short-term incentive award opportunity for Mr. Goldberg was increased to 135% in fiscal 2024 compared to 125% in fiscal 2023. These increases in target short-term award opportunities for Messrs. Merrill and Goldberg were made to align target award opportunities and target total annual cash compensation more closely with the peer group 50th percentile market values. The target short-term incentive award opportunity for Mr. Belknap in fiscal 2024 was 125%, which was unchanged from fiscal 2023.

In connection with his retirement, Mr. Belknap remained eligible to receive his short-term incentive award based on the Company's actual performance for fiscal 2024. With respect to Mr. Dunn, the Board, based on the recommendation of the Committee, approved increasing his target short-term incentive award opportunity (expressed a percentage of base salary) to 75% of his base salary for the period beginning on August 1, 2024 through the end of fiscal 2024, and his weighted average short-term incentive award opportunity for fiscal 2024 was 45%.

The Committee determined that our NEOs would be eligible to receive an award for the operational components of the 2024 short-term bonus opportunity only if threshold Bonus Plan EBITDA (defined on page 29) was achieved. The Committee retained the discretion to deduct from awards earned for any reason.

Long-Term Incentive Opportunities(PGS. 39-43)

For the 2022-2024 long-term incentive performance period, target long-term incentive opportunities (expressed as a percentage of base salary) were 300% for Mr. Merrill, 175% for Mr. Goldberg, 175% for Mr. Belknap, and 25% for Mr. Dunn. Based on recommendations from Pearl Meyer, and in an effort to help manage equity plan share usage while continuing to tie the majority (two-thirds) of long-term award opportunities to multi-year performance goals, the Committee utilized a three-component award mix consisting of a performance-based cash award, a performance-based stock award and a time-based restricted stock award, each equaling one-third of the total long-term incentive target award opportunity.

For the 2024-2026 long-term performance period, the target incentive award opportunities (expressed as a percentage of base salary) are 300% for Mr. Merrill, 200% for Mr. Goldberg, 125% for Mr. Belknap and 25% for Mr. Dunn. Mr. Merrill's and Mr. Dunn's target opportunities are the same as they are for the 2023-2025 long-term performance period, while Mr. Goldberg's target opportunity increased from 175% and Mr. Belknap's target opportunity decreased from 175%. As with the award opportunities for the previous three performance periods, the Committee utilized a three-component award mix

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For each of these long-term incentive performance periods, the Committee continued to include a relative total shareholder return (TSR) modifier to NEO performance-based awards, which could result in an adjustment to any earned awards. For the 2022-2024 performance period, this TSR modifier could result in adjustment to earned awards of up to +/- 20%. Beginning with the 2023-2025 performance period awards, the Committee expanded the potential TSR adjustment factor to +/- 30%; therefore, for the 2024-2026 performance period, the potential TSR modifier could result in adjustment to earned awards of up to +/- 30%.

In connection with his retirement, Mr. Belknap was entitled to a pro rata vesting of unvested long-term incentive opportunities granted to him through the end of fiscal 2024. Mr. Belknap, however, will not receive payment of any of the vested performance shares or performance cash unless and until such time as these awards are actually earned under the terms of their respective plans. Additionally, in connection with Mr. Dunn's appointment as the Company's Senior Vice President, General Counsel and Corporate Secretary, Mr. Dunn also received a one-time grant of 3,345 shares of restricted stock, vesting ratably over a three-year period, beginning on the first anniversary of August 1, 2024. The number of shares was determined by dividing $100,000 by the average daily closing price of a share of common stock for the 30 consecutive trading days on the NYSE ending on August 1, 2024, rounded down to the nearest whole number.

COMPENSATION OUTCOMES(PGS. 37-38 and 41-42)

Compensation outcomes from performance incentives were well-aligned with Company and management team performance during fiscal 2024. Based on actual vs. planned outcomes for the financial and operational performance factors, our NEOs earned 60% of target short-term incentive award opportunities, representing approximately a 36.8% decrease in short-term incentive award payout year-over-year. As described more fully in the Compensation Discussion and Analysis section below, the large majority (60%) of short-term incentive award opportunities for our NEOs were tied to Bonus Plan EBITDA. The actual results for this metric exceeded the threshold achievement, but were below the target achievement level.

For the 2022-2024 long-term incentive performance period, results for one of the three performance metrics were above the superior performance levels, while the results for the other two performance metrics were below threshold, which yielded a total payout equal to 80% of the target award opportunity after applying a negative 20% TSR modifier. Metrics for this performance period included cumulative pre-tax income, return on assets and a metric directly linking the average Home Energy Rating System (HERS®) results for all homes closed by the Company during fiscal 2024, which were then collectively subject to the TSR modifier based on the Company's three-year relative TSR performance vs. the TSR Peer Group (as defined on page 42).

RATIFICATION OF

INDEPENDENT AUDITORS(PG. 23)

Although stockholder ratification is not required, the appointment of Deloitte & Touche LLP as the Company’s independent auditors for fiscal 2025 is being submitted for ratification at the annual meeting because the Board believes doing so is a good corporate governance practice. The Board recommends a vote “FOR” the ratification of Deloitte & Touche LLP as the Company’s independent auditors.

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TABLE OF

CONTENTS

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PROXY

STATEMENT

GENERAL

This proxy statement contains information about the 2025 annual meeting of stockholders of Beazer Homes USA, Inc. In this proxy statement, both “Beazer” and the “Company” refer to Beazer Homes USA, Inc. This proxy statement and the enclosed proxy card are being made available to you by the Company’s Board of Directors starting on or about December 20, 2024.

PURPOSE OF THE ANNUAL MEETING

At the Company’s annual meeting, stockholders will vote on the following matters:

WHO CAN VOTE

Only stockholders of record holding shares of Beazer common stock at the close of business on the record date, December 12, 2024, are entitled to receive notice of the annual meeting and to vote the shares of Beazer common stock they held on that date. A complete list of stockholders entitled to vote at the annual meeting will be available for examination by any Beazer stockholder at 2002 Summit Boulevard NE, 15th Floor, Atlanta, Georgia 30319, for purposes relating to the annual meeting, during normal business hours for a period of ten days before the meeting.

As of December 12, 2024, there were 31,202,739 shares of Beazer common stock issued and outstanding. Holders of Beazer common stock are entitled to one vote per share and are not allowed to cumulate votes in the election of directors.

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HOW TO VOTE

If your shares of Beazer common stock are held by a broker, bank or other nominee (in “street name”), you will receive instructions from them on how to vote your shares. As further described below, if your shares are held in street name and you do not give your broker, bank or other nominee specific instructions on how to vote your shares, the entity holding your shares may vote them at its discretion on any “routine” matters; however, your shares will not be voted on any “non-routine” matters. An absence of voting instructions on any “non-routine” matters will result in a “broker non-vote.”

The only “routine” matter to be acted upon at the annual meeting is Proposal No. 2: ratification of appointment of Deloitee & Touche LLP as the Company’s independent auditors. All other matters to be acted upon at the annual meeting are “non-routine” matters. Accordingly, if you hold all or any portion of your shares in street name and you do not give your broker, bank or other nominee specific instructions on how to vote your shares, your shares will not be voted on any of the following “non-routine” matters:

If you hold shares of Beazer common stock in your own name (as a “stockholder of record”), you may vote your shares:

over the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials;

if you requested to receive printed proxy materials, by using the toll-free telephone number listed on the enclosed proxy card (specific directions for using the telephone voting system are included on the proxy card); or

if you requested to receive printed proxy materials, by marking, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Whichever method you use, your shares of Beazer common stock will be voted as you direct. If you designate the proxies named in these proxy materials to vote on your behalf, but do not specify how to vote your shares, they will be voted:

REVOKING A PROXY

You may revoke your proxy by submitting a new proxy with a later date by Internet, telephone or mail (if applicable), by voting at the meeting, or by filing a written revocation with Beazer’s corporate secretary. Your attendance at the annual meeting alone will not automatically revoke your proxy. If you vote in advance using one of the above methods, you may still attend and vote at the meeting.

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