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BEAZER HOMES USA INC

For the period ended Sep 30, 2025. Filed Dec 22, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 30, 2025 · Filed Dec 22, 2025

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Contents

Compensation Decision-Making Process

ROLES AND RESPONSIBILITIES

■HUMAN CAPITAL COMMITTEE

The Committee is responsible for reviewing the structure of compensation programs for our NEOs to ensure that they are aligned with, among other things, the Company’s financial, operational and strategic objectives and stockholder interests. The Committee also evaluates the performance of our NEOs in light of those objectives and approves the performance targets for our NEOs based on these objectives. The Lead Director also discusses Mr. Merrill’s performance with the Committee.

■COMPENSATION CONSULTANT

The Committee has retained Pearl Meyer to provide advice regarding compensation plan design, compensation levels and benchmarking data and advice. Prior to retaining Pearl Meyer for fiscal 2025, the Committee determined that Pearl Meyer qualifies as an independent compensation consultant. Pearl Meyer reports directly to the Committee and does not provide any other services to the Company.

■MANAGEMENT

In relation to compensation program design for fiscal 2025, the Committee sought input from key members of the management team. The Committee took this input into account to ensure that our compensation plans were aligned with our key financial, operational and strategic objectives.

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■MANAGEMENT - CEO INPUT

Mr. Merrill annually reviews the performance of the other NEOs, and, based on his review, makes recommendations to the Committee. Mr. Merrill is present for the Committee’s deliberations related to the compensation of the other NEOs, but not for the Committee’s discussions related to his own compensation.

PEER GROUP

Each year, Pearl Meyer conducts a review of peer group pay levels and practices, which the Committee takes into consideration when establishing NEO compensation levels, along with a variety of other factors, such as Company and individual performance, each incumbent’s qualifications and responsibilities, the Company’s recruiting experience and talent management needs and the Committee’s business judgment.

How the Compensation Peer Group is Selected■Chief competition among publicly-traded homebuilders■Most closely aligned to Company in terms of size
How Compensation Peer Group is Used■Each year, Pearl Meyer conducts a review of peer group pay levels and practices, which the Committee takes into consideration when establishing NEO compensation levels.

2025 COMPENSATION PEER GROUP

Century Communities, Inc.Hovnanian Enterprises, Inc.LGI Homes, Inc.Smith Douglas Homes Corp
Dream Finders Homes, Inc.KB HomeM/I Homes, Inc.Taylor Morrison Home Corp.
Green Brick Partners, Inc.Landsea Homes CorporationMeritage Homes CorporationTRI Pointe Group, Inc.

Based on data for the 2025 Peer Group, Pearl Meyer advised the Committee that target total compensation for our NEOs was positioned within a competitive range (plus or minus 15%) of the 2025 Peer Group 50th percentile, individually and in the aggregate, 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 on August 1, 2024.

Further, while the Committee believes benchmarking against pay practices at other publicly-traded homebuilders is useful in determining whether our executive compensation practices were reasonable for fiscal 2025, it did not establish compensation levels based solely on benchmarking industry practices.

RISK CONSIDERATIONS IN OUR COMPENSATION PROGRAMS

The Committee does not believe our compensation programs encourage inappropriate risk taking. The Committee, with assistance from Pearl Meyer, arrived at this conclusion for the following reasons:

■Compensation programs consist of both fixed and variable compensation. The fixed portion provides a steady income regardless of the Company’s stock price or financial performance. This allows executives to focus on the Company’s business without an excessive focus on the Company’s stock price.

■Incentive award opportunities are tied to multiple metrics over various time periods that align with key financial, operational and strategic objectives.

■Incentive award opportunities are capped, with incentive payouts subject to clawback provisions.

■Our equity awards for executives vest over multi-year periods, which discourages short-term risk taking while also enhancing retention.

■Our equity ownership and holding requirements encourage a long-term perspective by our executives and non-employee directors. For example, our CEO must hold common stock equal to at least five times his base salary.

■Our equity compensation plan provides that our executives’ unvested long-term equity compensation is forfeited upon voluntary termination (except in certain cases after a Change in Control or upon Retirement).

492025 Proxy Statement
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