{"url_path":"/sec/tmhc/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1562476/0001193125-26-249694-index.html","accession_number":"0001193125-26-249694","cik":"0001562476","ticker":"TMHC","issuer_name":"Taylor Morrison Home Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1562476/0001193125-26-249694-index.html","primary_entity_key":"0001562476","primary_entity_name":"Taylor Morrison Home Corp"},"word_count":1415,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nOn May 31, 2026, Taylor Morrison Home Corporation, a Delaware corporation (the “Company”), Berkshire Hathaway Inc., a Delaware corporation (“Parent”), and WXYZ Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger as a wholly owned subsidiary of Parent. Capitalized terms used herein without definition have the meanings specified in the Merger Agreement.\n\nThe Board of Directors of the Company (the “Board”) has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and, subject to the terms of the Merger Agreement, resolved to recommend that the Company’s stockholders adopt the Merger Agreement.\n\nOn the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger, each share of common stock, $0.00001 par value, of the Company (each, a “Share”) that is issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares, shares owned by any wholly owned Subsidiary of the Company immediately prior to the Effective Time and Dissenting Shares) will be converted into the right to receive $72.50 per share in cash (the “Merger Consideration”).\n\nIn addition, pursuant to the Merger Agreement, effective as of the Effective Time:\n\n \n\n \n•\n \n\neach outstanding Option under the Company Stock Plans will, to the extent then unexercised, automatically become immediately vested and be cancelled and converted into the right to receive an amount in cash equal to (x) the total number of Shares subject to the Option, multiplied by (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share under such Option;\n\n \n\n \n•\n \n\neach outstanding RSU under the Company Stock Plans will automatically be cancelled and converted into the right of the holder of such RSU to receive an amount in cash equal to (x) the number of Shares underlying such RSU, multiplied by (y) the Per Share Merger Consideration, of which amount (i) fifty percent (50%) will be paid at or promptly after the Effective Time and (ii) the remaining fifty percent (50%) will become payable on January 31, 2027, generally subject to the holder’s continued employment through such date;\n\n \n\n \n•\n \n\neach outstanding DSU under the Company Stock Plans will automatically become immediately vested and be cancelled and will be converted into the right to receive an amount in cash equal to (x) the number of Shares underlying such DSU, multiplied by (y) the Per Share Merger Consideration; and\n\n \n\n \n•\n \n\neach outstanding PSU under the Company Stock Plans will automatically be converted into a cash award (with all applicable performance vesting conditions deemed achieved at the target level of performance) equal to (x) the number of Shares subject to such PSU, multiplied by (y) the Per Share Merger Consideration, which will then vest and be paid out in accordance with and subject to the original time vesting schedule applicable to such PSU (but without regard to the associated performance vesting conditions).\n\nIf the Merger is consummated, the Shares will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.\n\nThe Company, Parent and Merger Sub have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants that: (i) the Company will conduct its and each of its subsidiary’s business in the ordinary course of its business during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) the Company will not engage in certain types of transactions or take certain actions outside the ordinary course during such period without the prior consent of Parent, (iii) the Company will cause a special meeting of the holders of Shares to be held to consider the adoption of the Merger Agreement, and (iv) subject to certain customary exceptions, the Board will recommend that holders of Shares vote in favor of adopting the Merger Agreement. The Company has also agreed to certain additional customary covenants, including, among\n\nothers, covenants not to: (i) solicit or knowingly encourage any inquiries with respect to certain alternative business combination transactions or (ii) subject to certain exceptions designed to allow the Board to fulfill its fiduciary duties to the Company’s stockholders, engage in any discussions concerning, or provide confidential information to, any person relating to certain alternative business combination transactions.\n\nThe Merger Agreement contains certain customary termination rights for the Company and Parent, including the Company’s right to terminate the Merger Agreement to accept a proposal the Board has deemed to be superior to the Merger subject to compliance with certain procedures specified in the Merger Agreement and Parent’s right to terminate the Merger Agreement upon certain actions taken by the Company, including if the Board no longer recommends that holders of Shares adopt the Merger Agreement. Upon termination of the Merger Agreement under certain specified circumstances, including termination by the Company to accept and enter into a definitive agreement with respect to a superior proposal or by Parent upon a change of recommendation by the Board, the Company will be required to pay Parent a termination fee of $221,622,677.\n\nSubject to certain limitations, each of the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by the date that is nine (9) months following the date of entry into the Merger Agreement (such date, as it may be extended, the “End Date”). The right to terminate the Merger Agreement at the End Date will not be available to a party if such party is in breach in any material respect of any of its obligations under the Merger Agreement in any manner that would be the primary cause of the failure to consummate the Merger on or before the End Date.\n\nConsummation of the Merger is subject to certain customary conditions, including (i) the adoption of the Merger Agreement and approval of the Merger by the holders of a majority of the outstanding Shares, (ii) the absence of any law or order prohibiting the consummation of the Merger, (iii) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) each party’s compliance in all material respects with their respective covenants under the Merger Agreement and (v) the accuracy each party’s representations and warranties, subject to certain standards set forth in the Merger Agreement.\n\nThe foregoing description of the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.\n\nThe Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent or Merger Sub. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The representations and warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under the securities laws. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures."}