Taylor Morrison (NYSE: TMHC) investors approve Berkshire Hathaway merger deal

Rhea-AI Filing Summary

Taylor Morrison Home Corporation reported that on July 22, 2026 stockholders approved the Agreement and Plan of Merger with Berkshire Hathaway Inc. and its wholly owned subsidiary WXYZ Merger Sub, Inc. Of the 91,999,956 shares of common stock outstanding and entitled to vote as of June 22, 2026, 78,171,662 were present in person or by proxy, constituting a quorum. The Merger Proposal received 75,830,360 votes for, 2,333,091 against and 8,211 abstentions, adopting the Merger Agreement under which Merger Sub will merge with and into Taylor Morrison and Taylor Morrison will survive as a wholly owned subsidiary of Berkshire Hathaway, subject to stated conditions.

Stockholders also approved, on a non-binding advisory basis, the compensation that may be paid to named executive officers in connection with the merger, with 70,009,828 votes for, 8,095,053 against and 66,781 abstentions. An adjournment proposal was not presented because approval of the Merger Proposal had been obtained. The company outlined numerous risks and uncertainties that could affect completion and consequences of the merger, including regulatory approvals, potential litigation, business disruptions and possible payment of a termination fee in certain circumstances.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 91,999,956 shares Quorum shares present: 78,171,662 shares Merger Proposal votes for: 75,830,360 votes +4 more

7 metrics

Shares entitled to vote 91,999,956 shares TMHC common stock issued, outstanding and entitled to vote as of June 22, 2026

Quorum shares present 78,171,662 shares Shares present in person or represented by proxy at the special meeting

Merger Proposal votes for 75,830,360 votes Votes in favor of adopting the Agreement and Plan of Merger

Merger Proposal votes against 2,333,091 votes Votes against adopting the Agreement and Plan of Merger

Merger Proposal abstentions 8,211 votes Abstentions on the Merger Proposal

Advisory compensation votes for 70,009,828 votes Votes for merger-related named executive officer compensation on an advisory basis

Advisory compensation votes against 8,095,053 votes Votes against merger-related named executive officer compensation on an advisory basis

Key Terms

Agreement and Plan of Merger, wholly owned subsidiary, non-binding, advisory basis, forward-looking statements, +1 more

5 terms

Agreement and Plan of Merger regulatory

"the transactions contemplated by the Agreement and Plan of Merger, dated as of May 31, 2026"

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.

wholly owned subsidiary financial

"WXYZ Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

non-binding, advisory basis regulatory

"the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

forward-looking statements regulatory

"This contains “forward-looking statements” within the meaning of Section 27A of the Securities Act"

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.

termination fee financial

"circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring the Company to pay a termination fee"

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.

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Available on EDGAR 07/22/2026 - 04:55 PM Accepted by SEC EDGAR 07/22/2026 - 04:54 PM Learn about SEC filing dates

FAQ

What did TMHC stockholders approve at the July 22, 2026 special meeting?

TMHC stockholders approved the Agreement and Plan of Merger with Berkshire Hathaway Inc. and WXYZ Merger Sub, Inc., under which Merger Sub will merge into Taylor Morrison and Taylor Morrison will survive as a wholly owned subsidiary of Berkshire Hathaway, subject to specified conditions.

What were the TMHC (TMHC) voting results on the merger proposal?

The Merger Proposal received 75,830,360 votes for, 2,333,091 votes against and 8,211 abstentions. These results reflect approval of the Agreement and Plan of Merger, assuming satisfaction of the remaining conditions to the merger described in that agreement.

How many TMHC (TMHC) shares were eligible to vote and formed a quorum?

There were 91,999,956 TMHC common shares issued, outstanding and entitled to vote as of June 22, 2026. At the special meeting, 78,171,662 shares were present in person or represented by proxy, which constituted a quorum for conducting business.

How did TMHC (TMHC) stockholders vote on merger-related executive compensation?

On a non-binding advisory basis, stockholders approved the merger-related compensation for named executive officers, with 70,009,828 votes for, 8,095,053 against and 66,781 abstentions. This vote is advisory only and does not bind the company or its board of directors.

Was the adjournment proposal used at the TMHC (TMHC) special meeting?

The adjournment proposal was not submitted to TMHC stockholders. A quorum was present, and the Merger Proposal received sufficient approval, so there was no need to adjourn the meeting to solicit additional votes on the merger.

What key risks and uncertainties around the TMHC (TMHC) merger were highlighted?

The company cited risks including the ability to complete the merger, obtaining regulatory and shareholder approvals, potential litigation, business disruptions, retention of key personnel, transaction costs, competitive responses, and possible payment of a termination fee if the merger is terminated in specified circumstances.

Taylor Morrison Home Corp false 0001562476 0001562476 2026-07-22 2026-07-22

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): July 22, 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)

Former Name or Former Address, If Changed Since Last Report: N/A

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 5.07 Submission of Matters to a Vote of Security Holders.

On July 22, 2026, Taylor Morrison Home Corporation, a Delaware corporation (“TMHC”), held a special meeting of stockholders (the “TMHC Special Meeting”) at which holders of TMHC’s common stock, par value $0.00001 per share (“TMHC Common Stock”), voted on the proposals identified in the definitive proxy statement filed with the Securities and Exchange Commission on June 23, 2026 relating to the transactions contemplated by the Agreement and Plan of Merger, dated as of May 31, 2026 (as amended or modified from time to time, the “Merger Agreement”), by and among TMHC, Berkshire Hathaway Inc., a Delaware corporation (“Parent”), and WXYZ Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Of the 91,999,956 shares of TMHC Common Stock issued and outstanding and entitled to vote at the close of business on June 22, 2026, the record date for the TMHC Special Meeting, 78,171,662 shares were present in person or represented by proxy at the TMHC Special Meeting, which constituted a quorum. The voting results were as follows:

1. The proposal to adopt the Merger Agreement (the “Merger Proposal”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will be merged with and into TMHC, the separate corporate existence of Merger Sub will cease, and TMHC will survive the merger as a wholly owned subsidiary of Parent (the “Merger”):

Votes For		Votes Against		Abstentions
75,830,360		2,333,091		8,211

2. The proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of TMHC in connection with the consummation of the Merger:

Votes For		Votes Against		Abstentions
70,009,828		8,095,053		66,781

3. In connection with the TMHC Special Meeting, the board of directors of TMHC also solicited proxies with respect to the proposal to adjourn the TMHC Special Meeting from time to time, as determined in accordance with the Merger Agreement by the board of directors of TMHC, including for the purpose of soliciting additional votes for the approval of the Merger Proposal if there were insufficient votes at the time of the TMHC Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). The Adjournment Proposal was not submitted to TMHC stockholders for approval at the TMHC Special Meeting because a quorum of stockholders entitled to vote at the TMHC Special Meeting was present or represented by proxy and the TMHC stockholders approved the Merger Proposal.

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.

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: July 22, 2026				By:		/s/ Todd Merrill
						Todd Merrill
						Executive Vice President, Chief Legal Officer and Secretary

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
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