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Taylor Morrison (TMHC) CEO reports new stock awards, vesting and tax share withholdings

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Taylor Morrison Home Corp Chairman, President and CEO Sheryl Palmer reported multiple equity award events on Common Stock and units tied to the stock. She acquired 15,227 shares of Common Stock through the settlement of restricted stock units and 70,102 shares through the vesting and settlement of performance-based restricted stock units, with corresponding derivative units exercised or settled.

She also received new grants of 70,102 performance-based restricted stock units and 56,239 restricted stock units at no cash cost. The company withheld 6,373 and 29,339 shares of Common Stock at $66.68 per share to cover tax obligations on vesting awards. After these transactions, Palmer holds 444,304 shares of Common Stock directly and 19,211 shares indirectly through a trust, along with outstanding RSU and PSU awards that generally vest over future dates subject to conditions.

Positive

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Negative

  • None.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Palmer Sheryl

(Last) (First) (Middle)
4900 N. SCOTTSDALE ROAD, SUITE 2000

(Street)
SCOTTSDALE AZ 85251

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Taylor Morrison Home Corp [ TMHC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/23/2026 M 15,227 A (1) 409,914 D
Common Stock 02/23/2026 F 6,373(2) D $66.68 403,541 D
Common Stock 02/23/2026 A(3) 70,102 A $0 473,643 D
Common Stock 02/23/2026 F 29,339(4) D $66.68 444,304 D
Common Stock 19,211 I By Trust(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 02/23/2026 M 15,227 (6) (6) Common Stock 15,227 (7) 15,227 D
Performance-based restricted stock units (8) 02/23/2026 A 70,102 (8) (8) Common Stock 70,102 (8) 70,102 D
Performance-based restricted stock units (8) 02/23/2026 M 70,102 (8) (8) Common Stock 70,102 (3) 0 D
Restricted Stock Units (9) 02/23/2026 A 56,239 (10) (10) Common Stock 56,239 (7) 56,239 D
Explanation of Responses:
1. Represents settlement of restricted stock units ("RSUs") through the issuance of one share of Common Stock for each vested RSU.
2. Represents shares of Common Stock withheld by the Issuer to cover tax withholding obligations upon the vesting of RSUs.
3. Represents the vesting and settlement of performance-based vesting restricted stock units ("PSUs") granted by the Issuer on February 21, 2023 under Issuer's 2013 Omnibus Equity Award Plan, as amended. Upon vesting, each PSU is settled in a share of the Issuer's Common Stock.
4. Represents shares of Common Stock withheld by the Issuer to cover tax withholding obligations upon the vesting of PSUs.
5. Held by Sheryl D. Palmer Trust, established October 4, 2019, of which the Reporting Person is a trustee and sole beneficiary.
6. On February 23, 2024, the Reporting Person was granted 45,680 RSUs, generally vesting in three installments of approximately 33 1/3% on each of February 23, 2025, February 23, 2026 and February 23, 2027.
7. The RSUs were granted to the Reporting Person pursuant to the Taylor Morrison 2013 Omnibus Equity Award Plan, as amended.
8. On February 21, 2023 the Reporting Person received a grant of PSUs representing 69,066 shares of the Issuer's Common Stock (at target), half of which vest based on the Issuer's return on net assets ("RONA") and a relative total shareholder return ("TSR") modifier, and half of which vest based on the Company's revenue and a relative TSR modifier. The PSUs cliff vest at the end of a three year performance cycle, generally subject to the Reporting Person's continued employment through the date the compensation committee determines and certifies the applicable level of performance achieved for the fiscal 2025 tranche. The compensation committee determined that the objectives for the fiscal 2025 tranche were achieved at a level resulting in 70,102 PSUs being earned by the Reporting Person on February 23, 2026, subject to satisfaction of the vesting conditions for such grant.
9. Each RSU represents a contingent right to receive one share of Common Stock.
10. Subject to certain conditions, the RSUs will generally vest in three installments of approximately 33 1/3% on each of February 23, 2027, February 23, 2028 and February 13, 2029.
/s/ Todd Merrill, as Attorney-in-Fact 02/25/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did TMHC CEO Sheryl Palmer report in this Form 4 filing?

Sheryl Palmer reported vesting and settlement of restricted stock units and performance-based units, new equity grants, and share withholdings for taxes. These transactions increased her direct and indirect holdings of Taylor Morrison Common Stock while satisfying tax obligations tied to the equity awards.

How many Taylor Morrison (TMHC) shares does Sheryl Palmer hold after these transactions?

After the reported transactions, Sheryl Palmer holds 444,304 shares of Taylor Morrison Common Stock directly and 19,211 shares indirectly through a trust. These positions are in addition to outstanding RSU and PSU awards that may convert into more shares if vesting conditions are met.

Were any Taylor Morrison (TMHC) shares sold by Sheryl Palmer on the open market?

The filing shows share dispositions labeled as tax-withholding transactions at $66.68 per share. Footnotes state these shares were withheld by the issuer to cover tax obligations when RSUs and PSUs vested, rather than discretionary open market sales initiated by Palmer.

What performance-based awards did Sheryl Palmer report in this TMHC Form 4?

Palmer reported performance-based restricted stock units tied to metrics such as return on net assets, revenue, and relative total shareholder return. The compensation committee determined performance for a tranche, resulting in 70,102 PSUs being earned and settled into an equal number of Common Stock shares.

What new equity grants did Sheryl Palmer receive from Taylor Morrison (TMHC)?

She received new grants of 70,102 performance-based restricted stock units and 56,239 time-based restricted stock units. Each unit generally represents a contingent right to one share of Common Stock, vesting over future dates if specified service and performance conditions are satisfied.

How are Sheryl Palmer’s indirect Taylor Morrison (TMHC) holdings structured?

Palmer’s indirect holdings comprise 19,211 shares of Common Stock held by the Sheryl D. Palmer Trust. A footnote explains this trust was established in 2019 and that she serves as trustee and sole beneficiary, giving her beneficial ownership of those shares through the trust.
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