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Berkshire Hathaway to acquire Taylor Morrison (NYSE: TMHC) in $8.5B deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Taylor Morrison Home Corporation has agreed to be acquired by Berkshire Hathaway. Under the merger agreement, each outstanding Taylor Morrison share will be converted into the right to receive $72.50 in cash per share.

The price values Taylor Morrison at approximately $6.8 billion in equity and about $8.5 billion in enterprise value, a 24% premium to the $58.50 closing price on May 29, 2026. The company’s board unanimously approved the deal and plans to recommend that stockholders adopt the merger agreement at a special meeting.

Closing is expected in the second half of 2026, subject to approval by a majority of outstanding shares, antitrust clearance under the Hart-Scott-Rodino Act, and other customary conditions. After completion, Taylor Morrison will become a wholly owned Berkshire subsidiary, its stock will be delisted from the NYSE, and the company will be privately held.

Positive

  • All-cash premium valuation: Berkshire Hathaway’s offer of $72.50 per share represents a 24% premium to Taylor Morrison’s $58.50 closing price on May 29, 2026, delivering a materially higher immediate value to existing stockholders.

Negative

  • None.

Insights

Cash acquisition at a 24% premium offers a clear takeout for Taylor Morrison shareholders, subject to deal completion risks.

Berkshire Hathaway has agreed to acquire Taylor Morrison for $72.50 per share in cash, implying about $6.8 billion in equity value and $8.5 billion in enterprise value. This all-cash consideration delivers a 24% premium to the May 29, 2026 closing price, representing a significant uplift versus the pre-deal market valuation.

The merger has unanimous board approval and includes customary covenants restricting out-of-ordinary-course actions and deal-shopping, though a superior-offer mechanism exists. A termination fee of $221,622,677 is payable to Berkshire in certain scenarios, which may moderately deter topping bids but remains standard for a transaction of this scale.

Completion depends on a majority stockholder vote, expiration or termination of the Hart-Scott-Rodino waiting period, and other customary conditions. The parties target closing in the second half of 2026. Until then, Taylor Morrison must operate largely in the ordinary course, and any delays or regulatory or shareholder hurdles could affect the transaction timeline or outcome.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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, and exhibit attachments filed with this report.
Cash offer per share $72.50 per share Merger consideration for each outstanding Taylor Morrison common share
Equity value $6.8 billion Approximate total equity value of Taylor Morrison implied by the deal
Enterprise value $8.5 billion Approximate total enterprise value of Taylor Morrison in the transaction
Offer premium 24% Premium to $58.50 Taylor Morrison closing price on May 29, 2026
Termination fee $221,622,677 Payable by Taylor Morrison to Berkshire in specified termination scenarios
Outside date 9 months End Date for either party to terminate if merger not consummated
Agreement and Plan of Merger financial
"entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"
termination fee financial
"the Company will be required to pay Parent a termination fee of $221,622,677"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
forward-looking statements regulatory
"contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
proxy statement regulatory
"plans to file one or more proxy statements or other documents with the SEC"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
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Taylor Morrison Home Corp false 0001562476 0001562476 2026-05-31 2026-05-31
 
 

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): May 31, 2026

 

 

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, including 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, par value $0.00001 per share   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 1.01 Entry into a Material Definitive Agreement.

On 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.

The 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.

On 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”).

In addition, pursuant to the Merger Agreement, effective as of the Effective Time:

 

   

each 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;

 

   

each 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;

 

   

each 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

 

   

each 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).

If 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.

The 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


others, 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.

The 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.

Subject 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.

Consummation 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.

The 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.

The 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.

Item 8.01 Other Events.

On May 31, 2026, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
  

Description

2.1    Agreement and Plan of Merger, dated as of May 31, 2026, by and among Taylor Morrison Home Corporation, Berkshire Hathaway Inc. and WXYZ Merger Sub, Inc.
99.1    Joint Press Release, dated as of May 31, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include, but are not limited to, statements concerning the Company’s expectations, plans, intentions, strategies or prospects with respect to the proposed Merger. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “hope,” “hopeful,” “likely,” “optimistic,” “possible,” “potential,” “preliminary,” “project,” “should,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others: (i) the ability of the parties to complete the proposed transaction on the anticipated terms and timing, or at all, (ii) the satisfaction or waiver of other conditions to the completion of the proposed transaction, including obtaining required shareholder and regulatory approvals; (iii) the risk that the Company’s stock price may fluctuate during the pendency of the proposed transaction and may decline if the proposed transaction is not completed; (iv) potential litigation relating to the proposed transaction that could be instituted against the Company or its directors or officers, including the delay, expense or other effects of any outcomes related thereto; (v) the risk that disruptions from the proposed transaction will harm the Company’s business, including current plans and operations, including during the pendency of the proposed transaction; (vi) the ability of the Company to retain, motivate, and hire key personnel; (vii) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed transaction and integration matters; (viii) potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the proposed transaction; (ix) legislative, regulatory and economic developments; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect the Company’s financial performance; (xi) certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management’s response to any of the aforementioned factors; (xiii) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) unexpected costs, liabilities or delays associated with the transaction; (xv) the response of competitors to the transaction; (xvi) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring the Company to pay a termination fee; and (xvii) other risks set forth under the heading “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and in the Company’s subsequent filings with the Securities and Exchange Commission (“SEC”). You should not rely upon forward-looking statements as predictions of future events. Actual results and outcomes could differ materially from the results described in or implied by such forward-looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update or revise these forward-looking statements.


Additional Information and Where to Find It

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed acquisition of the Company by Parent. In connection with this proposed acquisition, the Company plans to file one or more proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement or other document that the Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Taylor Morrison Home Corporation. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Investor Relations portion of the Company’s internet website at www.taylormorrison.com or upon written request to: Investor Relations, Taylor Morrison Home Corporation, 4900 N. Scottsdale Road, Suite 2000, Scottsdale, Arizona 85251, or by email at investor@taylormorrison.com.

Participants in Solicitation

The Company, its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in its Proxy Statement on Schedule 14A for its 2026 annual meeting of stockholders (the “2026 Proxy”), which was filed with the SEC on April 10, 2026. To the extent that holdings of Taylor Morrison Home Corporation’s securities by its directors or executive officers have changed since the amounts set forth in the 2026 Proxy for its 2026 annual meeting of stockholders, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement relating to the proposed transaction and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.


SIGNATURES

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
Date: June 1, 2026     By:  

/s/ Todd Merrill

      Todd Merrill
      Executive Vice President, Chief Legal Officer and Secretary

Exhibit 99.1

Berkshire Hathaway to Acquire Taylor Morrison Home Corporation for $8.5 Billion

 

   

All-cash transaction delivers significant and certain value for Taylor Morrison shareholders; purchase price represents approximately 24% premium to latest closing stock price

 

   

Transaction provides attractive opportunity for Taylor Morrison team members and partners to execute continued growth trajectory with the strength of Berkshire Hathaway

SCOTTSDALE, AZ and OMAHA, NE May 31, 2026 — Taylor Morrison Home Corporation (NYSE: TMHC) and Berkshire Hathaway Inc. (NYSE: BRK.A; BRK.B) jointly announced today that they have reached a definitive agreement for Berkshire Hathaway to acquire Taylor Morrison for $72.50 per common share in cash, representing a total equity value for Taylor Morrison of approximately $6.8 billion and total enterprise value of approximately $8.5 billion. The acquisition price represents a 24% premium to Taylor Morrison’s latest closing price of $58.50 on May 29, 2026.

Sheryl Palmer, Taylor Morrison’s Chairman and Chief Executive Officer, said, “Joining Berkshire Hathaway is a once-in-a-lifetime opportunity to propel Taylor Morrison into its next, and most exciting, chapter, supported by Berkshire’s unmatched capital strength and long-term investment philosophy. This transaction is a testament to the value of Taylor Morrison’s talented team members, trusted brand, community-minded development approach, and diversified portfolio. Over the last 13 years as a public company, we built a track record of strategic growth—expanding our geographic footprint, integrating acquisitions with discipline, and deepening our competitive strengths across procurement, brand, and customer experience. Berkshire Hathaway’s long-term orientation is uniquely well-suited to the multi-year investment cycle of homebuilding, and this combination will allow us to scale the Taylor Morrison platform in ways that would not be possible as a standalone company. I am deeply grateful to our stockholders for the confidence they have placed in Taylor Morrison over the past 13 years, and I could not be more excited about what this next chapter holds for our dedicated team members and partners who make this company extraordinary every day.”

“Berkshire is acquiring a best-in-class national homebuilder, led by an exceptional team and backed by a trusted reputation for customer experience,” said Greg Abel, Berkshire Hathaway’s Chief Executive Officer. “We are excited to welcome Taylor Morrison into Berkshire’s portfolio, reflecting our long-standing commitment to housing, exemplified by Clayton Homes and our other building products businesses. Over time, we expect to unify our site-built homebuilding operations into a combined platform enabling us to deliver the dream of homeownership to more Americans.”

Taylor Morrison is a leading national community developer and homebuilder with over 350 communities concentrated in prime locations across 21 markets in 12 states. The company serves a diverse range of homebuyers in the entry-level, move-up, and resort lifestyle segments under its Taylor Morrison and Esplanade brands and develops rental communities under its Yardly brand. It also provides financial services to its customers, including mortgage, title and escrow, and homeowners’ insurance.

Upon completion of the acquisition, Taylor Morrison will continue to be led by Taylor Morrison’s existing management team, including Chief Executive Officer Sheryl Palmer.

Transaction Details

The transaction is expected to close in the second half of 2026, subject to customary closing conditions, including approval by Taylor Morrison stockholders and receipt of required regulatory approvals. Upon completion of the transaction, Taylor Morrison Home Corporation will become a private company and its common stock will no longer be listed and traded on the NYSE.


Goldman Sachs & Co. LLC and Moelis & Company LLC are serving as financial advisors, Simpson Thacher & Bartlett LLP is serving as legal advisor, and Mayer Brown LLP is serving as financial services regulatory counsel to Taylor Morrison.

About Berkshire Hathaway

Berkshire Hathaway and its subsidiaries engage in diverse business activities including insurance and reinsurance, utilities and energy, freight rail transportation, manufacturing, services and retailing. Common stock of the company is listed on the New York Stock Exchange, trading symbols BRK.A and BRK.B.

About Taylor Morrison

Headquartered in Scottsdale, Arizona, Taylor Morrison (NYSE: TMHC) is one of the nation’s leading community developers and homebuilders. It serves entry-level, move-up, and resort lifestyle homebuyers and renters under its family of brands—including Taylor Morrison, Esplanade, and Yardly. Taylor Morrison has been recognized as America’s Most Trusted® Builder by Lifestory Research since 2016, was honored as one of Fortune’s World’s Most Admired Companies in 2026, and on Forbes’ Most Trusted and Best Companies in America lists in 2025.

Cautionary Statement Regarding Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include, but are not limited to, statements concerning Taylor Morrison’s expectations, plans, intentions, strategies or prospects with respect to the proposed Merger. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “hope,” “hopeful,” “likely,” “may,” “optimistic,” “possible,” “potential,” “preliminary,” “project,” “should,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others: (i) the ability of the parties to complete the proposed transaction on the anticipated terms and timing, or at all, (ii) the satisfaction or waiver of other conditions to the completion of the proposed transaction, including obtaining required shareholder and regulatory approvals; (iii) the risk that Taylor Morrison’s stock price may fluctuate during the pendency of the proposed transaction and may decline if the proposed transaction is not completed; (iv) potential litigation relating to the proposed transaction that could be instituted against the Company or its directors or officers, including the delay, expense or other effects of any outcomes related thereto; (v) the risk that disruptions from the proposed transaction will harm Taylor Morrison’s business, including current plans and operations, including during the pendency of the proposed transaction; (vi) the ability of Taylor Morrison to retain, motivate, and hire key personnel; (vii) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed transaction and integration matters; (viii) potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the proposed transaction; (ix) legislative, regulatory and economic developments; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Taylor Morrison’s financial performance; (xi) certain restrictions during the pendency of the proposed transaction that


may impact Taylor Morrison’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management’s response to any of the aforementioned factors; (xiii) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) unexpected costs, liabilities or delays associated with the transaction; (xv) the response of competitors to the transaction; (xvi) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring Taylor Morrison to pay a termination fee; and (xvii) other risks set forth under the heading “Risk Factors,” of Taylor Morrison’s Annual Report on Form 10-K for the year ended December 31, 2025 and in Taylor Morrison’s subsequent filings with the Securities and Exchange Commission (“SEC”). You should not rely upon forward-looking statements as predictions of future events. Actual results and outcomes could differ materially from the results described in or implied by such forward-looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, Taylor Morrison undertakes no obligation to update or revise these forward-looking statements.

Additional Information and Where to Find It

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed acquisition of Taylor Morrison by Berkshire Hathaway. In connection with this proposed acquisition, Taylor Morrison plans to file one or more proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement or other document that Taylor Morrison may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF TAYLOR MORRISON ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Taylor Morrison. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Taylor Morrison through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Taylor Morrison will be available free of charge on the Investor Relations portion of Taylor Morrison’s internet website at www.taylormorrison.com or upon written request to: Investor Relations, Taylor Morrison Home Corporation, 4900 N. Scottsdale Road, Suite 2000, Scottsdale, Arizona 85251, or by email at investor@taylormorrison.com.

Participants in the Solicitation

Taylor Morrison, its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Taylor Morrison is set forth in its Proxy Statement on Schedule 14A for its 2026 annual meeting of stockholders (the “2026 Proxy”), which was filed with the SEC on April 10, 2026. To the extent that holdings of Taylor Morrison’s securities by its directors or executive officers have changed since the amounts set forth in the 2026 Proxy for its 2026 annual meeting of stockholders, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement relating to the proposed transaction and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.


Contacts:

Berkshire Hathaway

Marc D. Hamburg

Charles C. Chang

(402) 346-1400

Taylor Morrison

Investors:

Mackenzie Aron

(407) 906-6262

investor@taylormorrison.com

Media:

Jaclyn Rygg

(480) 376-0641

media@taylormorrison.com

FAQ

What did Berkshire Hathaway agree to pay for Taylor Morrison (TMHC)?

Berkshire Hathaway agreed to pay $72.50 in cash for each Taylor Morrison share. This values Taylor Morrison at about $6.8 billion in equity and approximately $8.5 billion in enterprise value, reflecting a 24% premium to the $58.50 closing price on May 29, 2026.

How much of a premium does the Berkshire deal offer Taylor Morrison (TMHC) shareholders?

The deal offers a 24% premium to Taylor Morrison’s prior closing price. The $72.50 per share cash offer is compared with Taylor Morrison’s $58.50 closing price on May 29, 2026, providing shareholders with a substantial uplift versus the pre-announcement trading level.

What is the total value of Berkshire Hathaway’s acquisition of Taylor Morrison (TMHC)?

The transaction implies about $6.8 billion in equity value and $8.5 billion in enterprise value. These figures are based on the $72.50 per share cash consideration and Taylor Morrison’s capital structure, as described in the joint announcement of the definitive merger agreement.

When is the Berkshire–Taylor Morrison (TMHC) acquisition expected to close?

The acquisition is expected to close in the second half of 2026. Completion depends on customary conditions, including approval by a majority of Taylor Morrison’s outstanding shares and receipt of required regulatory clearances, such as antitrust review under the Hart-Scott-Rodino Act.

What happens to Taylor Morrison (TMHC) stock after the Berkshire acquisition closes?

After closing, Taylor Morrison will become a private company and its stock will be delisted from the NYSE. Shareholders will receive $72.50 per share in cash at completion, and Taylor Morrison will operate as a wholly owned subsidiary of Berkshire Hathaway.

Are there termination fees in the Berkshire–Taylor Morrison (TMHC) merger agreement?

Yes. Taylor Morrison may owe Berkshire a $221,622,677 termination fee in certain scenarios. This applies, for example, if Taylor Morrison terminates the merger agreement to accept a superior proposal or if the board changes its recommendation, as specified in the agreement.

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