---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-284699"
form_type: "8-K"
ticker: "BZH"
cik: "0000915840"
company_name: "BEAZER HOMES USA INC"
filed_at: "2022-11-14T23:59:59+00:00"
generated_at: "2026-06-21T21:57:18.261459+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# Beazer Homes adopts new Section 382 Rights Agreement, extends protective amendment to Nov 2025

## Summary
- New Rights Agreement effective Nov 14, 2022, expires Nov 14, 2025, replaces expired agreement.
- Triggers at 4.95% beneficial ownership to preserve NOL tax benefits for shareholders.
- Protective amendment extended to Nov 12, 2025, approved by stockholders on Feb 2, 2022.
- Flip-in, redemption at $0.001/Right, and exchange provisions mirror prior agreement terms.

## SEC filing metadata
- accession: 0001193125-22-284699
- form_type: 8-K
- ticker: BZH
- cik: 0000915840
- company_name: BEAZER HOMES USA INC
- filed_at: 2022-11-14T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 1.01, 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/915840/000119312522284699/0001193125-22-284699-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/915840/000119312522284699/d417994d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-284699
- JSON: https://secwatch.observer/filing/0001193125-22-284699.json
- Plain text: https://secwatch.observer/filing/0001193125-22-284699.txt

## Key facts
- Governance Changes
  BEAZER HOMES USA INC: The Company extended the expiration date of the Protective Amendment in its Amended and Restated Certificate of Incorporation to November 12, 2025, by filing a Certificate of Amendment with the Delaware Secretary of State on November 9, 2022, effective November 12, 2022 (effective 2022-11-12).
  - Change: charter amendment
  - Effective: 2022-11-12
  source text: As previously disclosed, at the Company’s annual meeting of stockholders held on February 2, 2022, the stockholders approved an amendment of the Company’s Amended and Restated Certificate of Incorporation for the purpose of extending the expiration date of the protective amendment (the “Protective Amendment”) to November 12, 2025 (the “Protective Amendment Extension”). The Protective Amendment generally operates to prevent or cancel a transfer of the Company’s common stock if the effect would be to (i) increase the ownership of the Company’s common stock by any person from less than 4.95% to 4.95% or more; or (ii) increase the percentage of the Company’s common stock owned by a person owning 4.95% or more of the Company’s common stock. On November 9, 2022, the Company filed with the Delaware Secretary of State a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect the Protective Amendment Extension. The Protective Amendment Extension became effect
  evidence_url: https://www.sec.gov/Archives/edgar/data/915840/000119312522284699/0001193125-22-284699-index.htm
- Material Agreements
  BEAZER HOMES USA INC entered into Section 382 Rights Agreement with American Stock Transfer & Trust Company, LLC (effective 2022-11-14).
  - Action: entry
  - Counterparty: American Stock Transfer & Trust Company, LLC
  - Effective: 2022-11-14
  source text: On November 3, 2021, the Company’s Board of Directors approved the adoption and execution of a new Section 382 Rights Agreement (the “New Rights Agreement”), to become effective at the close of business on November 14, 2022
  evidence_url: https://www.sec.gov/Archives/edgar/data/915840/000119312522284699/0001193125-22-284699-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.