Form 4: Beazer Homes CFO Reports Significant Stock Awards

Beazer Homes USA Inc.'s SVP and CFO, David I. Goldberg, reported the acquisition of over 62,000 shares through performance and restricted stock awards, alongside tax-related dispositions.

Summary

• David I. Goldberg, SVP, Chief Financial Officer of Beazer Homes USA Inc. (BZH), reported multiple transactions involving the company's common stock.
• On November 14, 2025, Goldberg acquired 25,329 shares upon the vesting of a Fiscal 2023-2025 performance share award.
• On the same date, he disposed of a total of 13,222 shares (7,483 + 3,948 + 1,791) to cover tax withholding obligations related to the vesting of performance and restricted stock awards, with a price of $21.85 per share for these dispositions.
• On November 17, 2025, Goldberg received two restricted stock awards: 17,798 shares vesting ratably over three years and 19,346 shares vesting ratably over two years, both under the Company's Amended and Restated 2014 Long-Term Incentive Plan.
• Following these transactions, Goldberg directly beneficially owns 186,345 shares and indirectly owns 1,185 shares in a joint account.

Sentiment

Score: 7

Explanation: The filing indicates positive executive compensation events (performance share vesting, new restricted stock awards) which align management interests with shareholders. The tax-related dispositions are routine. Overall, it reflects normal course of business for executive equity compensation.

Positives

• Significant acquisition of shares (62,473 shares total) by a key executive (SVP, CFO) through performance and restricted stock awards.
• Performance share award vesting indicates achievement of prior fiscal year goals (Fiscal 2023-2025).
• Restricted stock awards align management's interests with long-term shareholder value through multi-year vesting schedules.

Negatives

• Disposition of 13,222 shares to cover tax withholding obligations, reducing the immediate net gain in shares.

Future Outlook

The restricted stock awards granted to the CFO, vesting over two and three-year periods, indicate a continued focus on long-term executive retention and performance alignment with future company results.

Management Comments

• Shares earned upon vesting of Fiscal 2023-2025 performance share award.
• Restricted stock award pursuant to the Company's Amended and Restated 2014 Long-Term Incentive Plan. Award vests ratably over a three-year period.
• Restricted stock award pursuant to the Company's Amended and Restated 2014 Long-Term Incentive Plan. Award vests ratably over a two-year period.

Industry Context

Insider stock awards and vesting events are common practices in the homebuilding industry, aligning executive incentives with company performance and shareholder returns. The long-term incentive plan reflects a standard approach to executive compensation aimed at retaining key talent and driving sustained growth in a cyclical industry.

Comparison to Industry Standards

• The use of performance share awards and restricted stock awards with multi-year vesting schedules is a standard practice for executive compensation in publicly traded companies, including those in the homebuilding sector like Lennar Corporation (LEN) or D.R. Horton, Inc. (DHI).
• These types of awards are designed to align executive interests with long-term shareholder value creation, a common benchmark for corporate governance.
• The specific vesting periods (2 and 3 years) are typical for encouraging executive retention and sustained performance, comparable to similar plans seen at peer companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Positive signal of executive alignment with company performance through equity awards; routine tax-related dispositions.
• Employees: Reflects the company's ongoing use of long-term incentive plans for key personnel.
• Management: David I. Goldberg's compensation package is enhanced with new equity awards, subject to future vesting.

Next Steps

• Continued vesting of the newly granted restricted stock awards over the next two and three years.
• Future SEC filings (Form 4) will report subsequent transactions by David I. Goldberg.

Key Dates

Recommendation

This Form 4 details routine executive compensation events, including the vesting of performance shares and the grant of new restricted stock awards, along with tax-related dispositions. While the acquisition of shares by a key executive is generally a positive signal of alignment, these are not open market purchases and do not fundamentally alter the company's financial outlook or strategic direction. The transactions are expected and do not provide new information warranting a change in investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

Beazer Homes, BZH, SEC Form 4, Insider Trading, Stock Awards, Restricted Stock, Performance Shares, CFO, Executive Compensation, Share Ownership