Taylor Morrison Home Corp

Taylor Morrison Home Corp false 0001562476 --12-31 0001562476 2026-07-20 2026-07-20 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 20, 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. ☐ Introductory Note This Current Report on Form 8-K is being filed in connection with the completion of the transactions contemplated by the previously announced entry into the Agreement and Plan of Merger, dated as of May 31, 2026 (the “Merger Agreement”), by and among Taylor Morrison Home Corporation, a Delaware corporation (“TMHC”), Berkshire Hathaway Inc., a Delaware corporation (“Parent”), and WXYZ Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). On July 24, 2026, pursuant to the Merger Agreement, Merger Sub merged with and into TMHC (the “Merger”), the separate corporate existence of Merger Sub ceased, and TMHC was the surviving corporation in the Merger (the “Surviving Corporation”) and, as a result, is now a wholly owned subsidiary of Parent. Capitalized terms used herein without definition have the meanings specified in the Merger Agreement. Item 1.01. Entry Into a Material Definitive Agreement. Entrance into Supplemental Indentures On July 23, 2026, Taylor Morrison Communities, Inc. (the “Issuer”), an indirect wholly owned subsidiary of TMHC, completed its previously announced consent solicitations to adopt the proposed amendments (the “Amendments”) to the Indentures (as defined below) in connection with the Merger by entering into (i) the Eighth Supplemental Indenture (the “2028 Notes Supplemental Indenture”) with U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (in such capacity, the “2028 Notes Trustee”), to the Indenture, dated August 1, 2019 (the “2028 Notes Indenture”), by and among the Issuer, the guarantors party thereto and the 2028 Notes Trustee, relating to the Issuer’s 5.75% Senior Notes due 2028 (the “2028 Notes”); (ii) the Sixth Supplemental Indenture (the “2030 Notes Supplemental Indenture”) with U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (in such capacity, the “2030 Notes Trustee”), to the Indenture, dated July 22, 2020 (the “2030 Notes Indenture”), by and among the Issuer, the guarantors party thereto and the 2030 Notes Trustee, relating to the Issuer’s 5.125% Senior Notes due 2030 (the “2030 Notes”); and (iii) the Second Supplemental Indenture (the “2032 Notes Supplemental Indenture” and, together with the 2028 Notes Supplemental Indenture and the 2030 Notes Supplemental Indenture, the “Supplemental Indentures”) with U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “2032 Notes Trustee”), to the Indenture, dated November 10, 2025 (the “2032 Notes Indenture” and, together with the 2028 Notes Indenture and the 2030 Notes Indenture, the “Indentures”), by and among the Issuer, the guarantors party thereto and the 2032 Notes Trustee, relating to the Issuer’s 5.750% Senior Notes due 2032 (the “2032 Notes” and, together with the 2028 Notes and the 2030 Notes, the “Notes”). The Amendments set forth in each Supplemental Indenture (i) modify the Issuer’s reporting obligations to, among other things, provide that (a) so long as the Notes have the benefit of a guarantee by Parent (if provided), the Issuer will no longer be required to provide financial or other information of the Issuer to noteholders and will satisfy all reporting obligations with Parent’s publicly filed reports and (b) in the event that the Notes do not have the benefit of such guarantee, certain reporting requirements of the Issuer are eliminated and (ii) amend the merger covenant relating to asset transfers to be determined in respect of the consolidated assets of a direct or indirect parent entity guarantor of the Notes, rather than in respect of the consolidated assets of TMH (as defined below). All other provisions of each of the Indentures were unaffected by the Amendments set forth in the applicable Supplemental Indenture and remain unchanged and in full force and effect. The Amendments set forth in the Supplemental Indentures became operative upon (i) the consummation of the Merger and (ii) the payment of the consent fee in connection with the consent solicitations for the benefit of consenting holders of the Notes, each of which occurred on July 24, 2026. The foregoing is a summary of the material terms of, and is qualified by, the 2028 Notes Supplemental Indenture, the 2030 Notes Supplemental Indenture and the 2032 Notes Supplemental Indenture, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated herein by reference. Amendment No. 1 to Second Amended and Restated Credit Agreement On July 20, 2026, the Issuer amended its Credit Agreement (as defined below) in connection with the Merger by entering into that certain Amendment No. 1, dated as of July 20, 2026 (“Amendment No. 1”), by and among the Issuer, as the borrower (the “Borrower”), the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), which amends that certain Second Amended and Restated Credit Agreement, dated as of December 22, 2025 (as amended, restated, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Taylor Morrison Home III Corporation, Taylor Morrison Holdings, Inc. (“TMH”), Taylor Morrison Finance, Inc., the lenders party thereto and the Administrative Agent. Amendment No. 1 provides for a change of control consent under the Credit Agreement and, among other changes, adds Parent as a “Permitted Holder” under the Credit Agreement, which excludes Parent from the group of persons whose acquisition of beneficial ownership of TMHC’s voting stock could otherwise trigger a change of control under the Credit Agreement. The amendments set forth in Amendment No. 1 became effective automatically and concurrently with the consummation of the Merger. The foregoing is a