BEAZER HOMES USA INC

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

VOTING MATTERS

Stockholders will be asked to vote on the following matters at the Annual Meeting:

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BOARD SNAPSHOT

BOARD NOMINEES (PGS. 21 - 29)

Below are the nominees for election to the Board of Directors at the Annual Meeting of Stockholders.

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 nominee 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 nominee is especially well known among our Board.

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

NOMINEES & BOARD REFRESHMENT

Our Board considers diversity of professional qualifications, experiences, and areas of expertise in evaluating director candidates. Each individual is evaluated in the context of our Board as a whole, with the objective of recommending a group of nominees that can best promote the success of our business and represent stockholder interests through the exercise of sound judgment based on diversity of experience and background. When identifying potential director candidates — whether to replace a director who is retiring or has resigned, or to expand the Board to gain additional capabilities — the Governance

BALANCED TENURES OF BOARD NOMINEES

Committee, in consultation with the full Board, determines the skills, experiences and other characteristics that a potential candidate should possess in light of the composition and needs of the Board and its committees. The Governance Committee also considers whether or not the candidate would be considered independent under the applicable NYSE and SEC governance standards.

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CORPORATE GOVERNANCE HIGHLIGHTS (PGS. 31 – 40)

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 sustainability matters represent important considerations for Board discussions throughout the year. Over the course of the year, management engaged with investors on more than 260 occasions.

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 39.

Our executive compensation is designed to:

■Attract, retain and reward top talent;

■Align pay with performance without encouraging inappropriate risk-taking; and

■Utilize long-term equity-based compensation to reinforce sustained value creation through the achievement of financial, operational, and strategic objectives.

We utilize a combination of base salary, short-term cash incentives and long-term incentives. The majority of target long-term incentive award opportunities for our NEOs are tied to multi-year performance goals that align with key strategic objectives, with a portion of the awards provided in time-based restricted stock.

The Human Capital Committee (the "Committee") reviews our core compensation philosophy annually in conjunction with the review of our compensation programs. While our core compensation philosophy and objectives have remained consistent in recent years, the Committee has made adjustments to various aspects of our compensation programs to reinforce strategic priorities.

Based on data for the 2025 Peer Group, the Committee's independent consultant, 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 subject to a multi-year upward adjustment process associated with his appointment on August 1, 2024 as the Company's Senior Vice President, General Counsel and Corporate Secretary.

TARGET PAY MIX (PG. 48)

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BASE SALARIES (PG. 52)

The table below outlines fiscal 2025 base salaries for our NEOs.

SHORT-TERM INCENTIVE OPPORTUNITIES (PGS. 52-53)

The table below outlines fiscal 2025 target short-term incentive award opportunities for our NEOs as a percentage of base salary.

LONG-TERM INCENTIVE OPPORTUNITIES (PGS. 54-58)

The table below outlines fiscal 2025 target long-term incentive award opportunities for our NEOs as a percentage of base salary.

COMPENSATION OUTCOMES (PGS. 50 – 58)

SHORT-TERM INCENTIVE AWARDS

As further discussed in the Compensation Discussion & Analysis on pg. 50, our NEOs did not earn a payout under the fiscal 2025 short-term incentive plan due to the Bonus Plan EBITDA threshold hurdle not being achieved. However, after extensive consideration of the challenges posed by the operating environment and the operational and strategic achievements made by management in the face of this environment, the Committee and the Board exercised discretion in support of NEO retention and alignment of interests with stockholders, and granted time-based restricted stock awards on a two-year cliff vesting schedule for each NEO. The grants, as a percentage of their fiscal 2025 short-term incentive target opportunities, were 30% for Mr. Merrill; 50% for Mr. Goldberg; and 50% for Mr. Dunn.

LONG-TERM INCENTIVE AWARDS

2023-2025 Performance Period Results

■Community Count – Actual results for this metric were between Threshold and Target. After applying straight line interpolation between these levels, the achievement level for this metric was 40.0%. The specific performance targets for this metric are not disclosed here because we believe that the disclosure would result in competitive harm to us by potentially disrupting our vendor and supplier relationships and providing competitors with insight into our business strategies beyond what is disclosed publicly.

■Return on Assets (ROA) – The performance necessary to earn Threshold, Target and Superior payout required an average ROA over the performance period of 13.0%, 14.0% and 15.0% respectively. Average actual return on assets for the performance period was 8.90%.

■Environmental – Actual results for this metric exceeded the Superior level. The specific performance targets for this metric are not disclosed here because we believe that the disclosure would result in competitive harm to us by potentially disrupting our vendor and supplier relationships and providing competitors with insight into our business strategies beyond what is disclosed publicly.

The Committee viewed the achievement levels for all three metrics for this performance period as very challenging and requiring significant improvement over the three-year period. Ultimately, an award was not earned for the Return on Assets metric, but awards were earned at 40.0% for the Community Count metric and at 100% for the Environmental metric for total earned awards of 140.0% of Target before adjustment based on our relative TSR.

The Company's three-year TSR percentile rank was below the 25th percentile vs. the members of the TSR Peer Group, resulting in a negative 30% adjustment to award funding. After application of the TSR modifier, the recipients’ percentage of awards earned attributable to the fiscal 2023-2025 performance period was decreased from 140.0% to 98.0% of Target.

2025-2027 Performance Period Measures

For performance shares and performance cash awards related to the 2025-2027 performance period, the Committee decided to maintain the community count metric (similar to the 2023-2025 and 2024-2026 cycles) while replacing former ROA and environmental metrics with return on equity and net debt to adjusted EBITDA. These metrics were selected to reinforce the Company’s balanced growth strategy in support of long-term value creation. Community count goals for the 2025-2027 performance period were set at levels of increased difficulty compared to the previous performance period. The specific performance targets for community count growth are not disclosed here because we believe that the disclosure would result in competitive harm to us by potentially disrupting our vendor and supplier relationships and providing competitors with insight into our business strategies beyond what is disclosed publicly. The Committee believes the performance hurdles for community count growth will be challenging to achieve.

Performance metrics for 2025-2027 performance period also include the following objectives:

■Return on equity — The performance necessary to earn a Threshold payout requires an average return on equity for the performance period of at least 12.5%, the performance necessary to earn a Target payout requires an average return on equity for the performance period of at least 15%, and the performance necessary to earn a Superior payout requires an average return on equity for the performance period of at least 17.5%.

■Net debt/Adjusted EBITDA — The performance necessary to earn a Threshold payout requires a net debt/adjusted EBITDA ratio for the performance period of 2.00x, the performance necessary to earn a Target payout requires a net debt/adjusted EBITDA ratio for the performance period of 1.75x, and the performance necessary to earn a Superior payout requires a net debt/adjusted EBITDA ratio for the performance period of 1.50x.

Overall award funding based on actual vs. planned results for these three metrics will continue to be subject to adjustment by up to +/- 30% based on the Company’s three-year TSR relative to members of the TSR Peer Group. Consistent with prior years, the large majority (70%) of total target long-term incentive award opportunities for NEOs is tied to multi-year performance goals, with the remaining 30% provided in the form of restricted stock vesting over three years based on continued service.

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Although stockholder ratification is not required, the appointment of Deloitte & Touche LLP as the Company’s independent auditors for fiscal 2026 is being submitted for ratification at the annual meeting because the Board believes doing so is a good corporate governance practice.

Proposals 4 and 5 are being submitted to stockholders to extend protective provisions designed to preserve the value of the Company’s deferred tax assets by acting as a deterrent to any person desiring to acquire 4.95% or more of our common stock. The majority of the Company's deferred tax assets are energy-efficiency tax credits that we earned through substantial investment and commitment to energy-efficient building practices.