Taylor Morrison launches $525M notes to retire 2027 debt

Taylor Morrison Home Corporation announced that its indirect subsidiary, Taylor Morrison Communities, Inc., has begun a private offering of $525.0 million senior notes due 2032.

Rhea-AI Filing Summary

Taylor Morrison Home Corporation announced that its indirect subsidiary, Taylor Morrison Communities, Inc., has begun a private offering of $525.0 million senior notes due 2032. The Issuer plans to use the net proceeds, together with cash on hand, to repurchase and redeem near-term 2027 debt and pay related fees and expenses.

The Issuer concurrently launched a cash tender offer for any and all of its 5.875% Senior Notes due 2027. Notes not purchased are expected to be redeemed on December 2, 2025 at a make‑whole price, while all 6.625% Senior Notes due 2027 (both the Issuer’s exchange notes and WLH’s notes) are slated for redemption on November 10, 2025 at 100.000% of principal, in each case plus accrued interest. These actions are conditioned upon completing the senior notes offering. As of September 30, 2025, outstanding amounts were $500.0 million (2027 Notes), $25.44 million (2027 Exchange Notes), and $1.63 million (2027 WLH Notes). The new notes will be sold privately under Rule 144A/Reg S and are not registered under the Securities Act.

Insights

Credit & Capital Markets Analyst

Refinancing shifts 2027 maturities to 2032 via $525M private notes.

The company’s subsidiary is raising $525.0 million in senior notes due 2032 to fund a tender for any-and-all of its 5.875% notes due 2027 and to redeem remaining 2027 tranches. This consolidates near-term obligations into a longer-dated instrument, subject to the offering’s completion.

Execution hinges on proceeds from the new notes; the filing states redemptions may be delayed if funds are inadequate. As of September 30, 2025, outstanding were $500.0 million (2027 Notes), $25.44 million (2027 Exchange Notes), and $1.63 million (2027 WLH Notes).

Watch the tender participation and the stated redemption dates—November 10, 2025 for exchange/WLH notes at 100.000% plus accrued, and December 2, 2025 for remaining 2027 Notes at a make‑whole price—both conditioned on the new financing.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did TMHC announce regarding new debt financing?

Its subsidiary commenced a private offering of $525.0 million senior notes due 2032.

How will TMHC use proceeds from the $525.0 million notes?

To fund an any-and-all tender for 2027 notes, redeem remaining 2027 notes, redeem 2027 exchange and WLH notes, and pay related fees.

What 2027 debt is currently outstanding for TMHC and WLH?

As of September 30, 2025: $500.0M 2027 Notes, $25.44M 2027 Exchange Notes, and $1.63M 2027 WLH Notes.

What are the planned redemption dates and prices?

WLH and exchange notes on Nov 10, 2025 at 100.000% plus accrued; remaining 2027 Notes on Dec 2, 2025 at a make‑whole price plus accrued.

Is the refinancing conditioned on the new notes offering?

Yes. Redemptions are conditioned upon receiving funds from the senior notes offering; dates may be delayed if not satisfied.

Are the new notes registered with the SEC?

No. They are offered privately under Rule 144A and Regulation S and are not registered under the Securities Act.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/03/2025 - 08:05 AM Learn about SEC filing dates

Taylor Morrison Home Corp false 0001562476 0001562476 2025-11-03 2025-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 3, 2025

Taylor Morrison Home Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-35873		83-2026677
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4900 N. Scottsdale Road, Suite 2000

Scottsdale, Arizona 85251

(Address of principal executive offices and zip code)

(480) 840-8100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Name of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value		TMHC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On November 3, 2025, Taylor Morrison Home Corporation (the “Company”) issued a press release announcing that Taylor Morrison Communities, Inc. (the “Issuer”), its indirect wholly owned subsidiary, had commenced a private offering of $525.0 million aggregate principal amount of senior notes due 2032 (the “Notes”) (the “Notes Offering”). The Issuer intends to use the net proceeds from the Notes Offering, together with cash on hand, to (i) purchase any and all of the Issuer’s 5.875% Senior Notes due 2027 (the “2027 Notes”) validly tendered and not validly withdrawn in the Tender Offer (as defined below), (ii) redeem all of the 2027 Notes not purchased in the Tender Offer, (iii) redeem in full all of the Issuer’s outstanding 6.625% Senior Notes due 2027 (the “2027 Exchange Notes”) and the outstanding 6.625% Senior Notes due 2027 issued by William Lyon Homes, Inc. (“WLH”), an indirect wholly owned subsidiary of the Issuer (the “2027 WLH Notes”), and (iv) to pay fees and expenses related to the Notes Offering, the Tender Offer and the redemptions.

On November 3, 2025, the Company issued a press release announcing that the Issuer had commenced a concurrent cash tender offer (the “Tender Offer”) for any and all of its outstanding 2027 Notes.

On November 3, 2025, the Issuer issued conditional redemption notices pursuant to the indentures governing the 2027 Notes, the 2027 Exchange Notes and the 2027 WLH Notes, as applicable, to redeem (i) all of the 2027 Notes not purchased in the Tender Offer on December 2, 2025 at a make-whole redemption price, plus accrued and unpaid interest thereon to, but excluding, the redemption date and (ii) all of the 2027 Exchange Notes and 2027 WLH Notes on November 10, 2025 at redemption prices of 100.000% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date. Each such notice of redemption is conditioned upon the Issuer having received funds in connection with a senior notes offering in an amount, together with cash on hand, sufficient to redeem and/or repurchase the 2027 Notes, the 2027 Exchange Notes and the 2027 WLH Notes and as such, the redemption dates may be delayed if such condition is not satisfied. As of September 30, 2025, the Issuer had $500.0 million aggregate principal amount of 2027 Notes outstanding and $25.44 million aggregate principal amount of 2027 Exchange Notes outstanding. As of September 30, 2025, WLH had $1.63 million aggregate principal amount of 2027 WLH Notes outstanding.

Copies of the press releases in respect of the Notes Offering and the Tender Offer are filed as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

The Notes and related guarantees have not, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The Notes may not be offered or sold within the United States or to U.S. persons absent registration or an applicable exemption. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulations S under the Securities Act. This Current Report does not constitute a notice of redemption nor an offer to sell or the solicitation of an offer to buy any security (including the Notes, the 2027 Notes, the 2027 Exchange Notes and the 2027 WLH Notes), nor shall there be any offer, solicitation or sale of any security, in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Forward-Looking Statements

This Current Report includes “forward-looking statements.” These statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or implied by, these statements. You can identify these statements by the fact that they do not relate to matters of a strictly factual or historical nature and generally discuss or relate to forecasts, estimates or other expectations regarding future events. Generally, the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “will,” “can,” “could,” “might,” “should” and similar expressions identify forward-looking statements, including statements related to expected financial, operating and performance results, planned transactions, planned objectives of management, future developments or conditions in the industries in which we participate and other trends, developments and uncertainties that may affect our business in the future. A detailed discussion of such risks and uncertainties is included in our Form 10-K, on file with the Securities and Exchange Commission, in the section titled “Risk Factors,” as updated in TMHC’s subsequent reports filed with the Securities and Exchange Commission. Any forward-looking statement made in this press release is based only on currently available information and speaks only as of the date on which it is made. TMHC undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.		Description
99.1		Press release dated November 3, 2025 relating to the Notes Offering
99.2		Press release dated November 3, 2025 relating to the Tender Offer
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Taylor Morrison Home Corporation
By:		/s/ Todd Merrill
Name:		Todd Merrill
Title:		Executive Vice President, Chief Legal Officer and Secretary

Date: November 3, 2025