Berkshire deal gives Taylor Morrison (NYSE: TMHC) holders $72.50 cash
Rhea-AI Filing Summary
Terracciano Joseph reported disposition transactions in this Form 4 filing.
Taylor Morrison Home Corp’s Chief Accounting Officer, Joseph Terracciano, reported the automatic cancellation and cash settlement of his equity in connection with Berkshire Hathaway Inc.’s acquisition of Taylor Morrison on July 24, 2026. Each common share converted into the right to receive $72.50 in cash.
His restricted stock units became fully vested, were cancelled, and converted into cash equal to the number of underlying shares multiplied by $72.50, with 50% paid at or promptly after closing and 50% payable on January 31, 2027 subject to continued employment. Stock options similarly became fully vested, were cancelled, and converted into cash based on the excess, if any, of $72.50 over each option’s exercise price.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 1,152 shares
Net Sell
11 txns
Insider
Terracciano Joseph
Role
Chief Accounting Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units F2, F1, F3 | 384 | $72.50 | $28K |
| Disposition | Restricted Stock Units F2, F1, F3 | 206 | $72.50 | $15K |
| Disposition | Restricted Stock Units F2, F1, F3 | 942 | $72.50 | $68K |
| Disposition | Stock Options F1, F4 | 2,291 | -- | -- |
| Disposition | Stock Options F1, F4 | 2,162 | -- | -- |
| Disposition | Stock Options F1, F4 | 2,181 | -- | -- |
| Disposition | Stock Options F1, F4 | 1,657 | -- | -- |
| Disposition | Stock Options F1, F4 | 522 | -- | -- |
| Disposition | Stock Options F1, F4 | 561 | -- | -- |
| Disposition | Stock Options F1, F4 | 1,171 | -- | -- |
| Disposition | Common Stock F1 | 1,152 | $72.50 | $84K |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Stock Options — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- F1. On July 24, 2026, Berkshire Hathaway Inc. ("BHI") acquired Taylor Morrison Home Corporation (the "Issuer") pursuant to an Agreement and Plan of Merger, dated as of May 31, 2026 (the "Merger Agreement"), by and among the Issuer, BHI and WXYZ Merger Sub, Inc., a wholly owned subsidiary of BHI ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of BHI. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of the Issuer's common stock, par value $0.00001 per share, (the "Common Stock") (other than certain excluded shares) automatically converted into the right to receive $72.50 per share in cash (the "Merger Consideration").
- F2. Represents restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock.
- F3. Pursuant to the Merger Agreement, each outstanding RSU became immediately vested, was cancelled and converted into the right to receive an amount in cash equal to (x) the number of shares of Common Stock subject to such RSUs immediately prior to the Effective Time, multiplied by (y) the Merger Consideration. Fifty percent (50%) of such cash amount will be paid at or promptly after the Effective Time, and the remaining fifty percent (50%) will become payable on January 31, 2027, generally subject to the Reporting Person's continued employment through such date.
- F4. Pursuant to the Merger Agreement, options to purchase shares of Common Stock (the "Options") became fully vested (to the extent not previously vested) and cancelled and converted into the right to receive an amount of cash equal to (x) the number of shares of Common Stock subject to the Option as of immediately prior to the Effective Time, multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock under such Option.
Key Figures
Merger Consideration: $72.50 per share
Common stock disposed: 1,152 shares
Largest RSU block cancelled: 942 units
+3 more
6 metrics
Merger Consideration
$72.50 per share
Cash paid for each issued and outstanding Taylor Morrison common share at the Effective Time
Common stock disposed
1,152 shares
Shares of Taylor Morrison common stock disposed to issuer at $72.50 on July 24, 2026
Largest RSU block cancelled
942 units
Restricted stock units cancelled and converted into cash based on $72.50 per underlying share
Option block at $23.84 strike
2,291 options
Stock options cancelled and cashed out for intrinsic value over $23.84 exercise price
Option block at $26.28 strike
2,162 options
Stock options converted into cash based on excess of $72.50 over $26.28 per share
Deferred RSU payout fraction
50%
Portion of RSU cash payable on January 31, 2027, generally subject to continued employment
Key Terms
Agreement and Plan of Merger, Merger Consideration, Restricted Stock Units, Effective Time, +1 more
5 terms
Agreement and Plan of Merger regulatory
"pursuant to an 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.
Merger Consideration financial
"converted into the right to receive $72.50 per share in cash (the "Merger Consideration")"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Restricted Stock Units financial
"Represents restricted stock units ("RSUs"). Each RSU represents a contingent right"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each issued and outstanding share"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
par value financial
"the Issuer's common stock, par value $0.00001 per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did TMHC executive Joseph Terracciano report in this Form 4?
Joseph Terracciano reported automatic dispositions to the issuer of his Taylor Morrison equity awards in the Berkshire merger. Common shares, restricted stock units, and stock options were cancelled and converted into the right to receive cash consideration rather than remaining as TMHC equity.
How did the Berkshire Hathaway acquisition affect TMHC (TMHC) common stock?
The Berkshire Hathaway transaction converted each issued and outstanding TMHC common share into the right to receive $72.50 in cash. This applied at the merger’s Effective Time, replacing shareholders’ equity interests with a fixed per-share cash payment under the merger agreement.
What happened to TMHC (TMHC) restricted stock units held by Joseph Terracciano?
His restricted stock units became fully vested, were cancelled, and converted into a cash right equal to the number of units times $72.50. Half is paid at or promptly after closing, and half on January 31, 2027, generally subject to continued employment.
How were TMHC (TMHC) stock options treated in the Berkshire merger?
Terracciano’s stock options became fully vested, were cancelled, and converted into a cash payment. The cash equals the shares subject to each option multiplied by the excess, if any, of $72.50 over that option’s exercise price per share.