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): December 1022, 2025

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 and 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
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value	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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On December 1022, 2025, (the ~~Board~~“Closing ofDate”), ~~Directors~~Taylor Morrison Communities, Inc. (the “~~Board~~Borrower”), a wholly owned subsidiary of Taylor Morrison Home Corporation (“Taylor Morrison” or the “Company”), onentered into the ~~recommendation~~Amendment ~~of its Nominating~~ and ~~Governance~~Restatement ~~Committee~~Agreement (the “~~Nominating Committee~~Amendment”), ~~appointed~~to ~~Amanda~~the ~~Whalen~~Amended ~~(effective~~and Restated Credit Agreement dated as of March 111, ~~2026)~~2022 (as anamended, ~~independent~~restated, ~~member~~supplemented ofor ~~the~~otherwise ~~Board~~modified prior to ~~serve~~the Amendment, the “Existing Credit Agreement” and as afurther ~~director~~amended ~~until~~and ~~the~~restated ~~Company’s~~by ~~annual~~the ~~meeting~~Amendment, ofthe ~~stockholders~~“Credit toAgreement”), beamong ~~held~~the inBorrower, ~~2026~~Taylor ~~and~~Morrison ~~until~~Home ~~her~~III ~~respective~~Corporation, ~~successor~~a ~~has~~Delaware ~~been~~corporation ~~duly~~(“Holdings”), ~~elected~~Taylor ~~and~~Morrison ~~qualified~~Holdings, orInc., ~~until~~a ~~her~~Delaware ~~respective~~corporation ~~earlier~~(“U.S. ~~death~~Holdings”), ~~resignation~~Taylor Morrison Finance, ~~retirement~~Inc., ~~disqualification~~a orDelaware ~~removal~~corporation (together with the Borrower, Holdings, U.S. InHoldings ~~addition~~and restricted subsidiaries of the Borrower and U.S. Finco, collectively, the ~~Board~~“Credit ~~also~~Group”), ~~appointed~~each ~~Ms. Whalen~~lender asfrom atime ~~member~~to oftime party thereto (the ~~Audit~~“Lenders”) ~~Committee~~and ofCitibank, N.A., as administrative agent under the ~~Board~~Existing Credit Agreement (the “~~Audit~~Existing ~~Committee~~Administrative Agent”) and Wells Fargo Bank, ~~effective~~National Association as ofthe ~~March 1,~~successor ~~2026~~administrative agent (in such capacity, ~~and~~the ~~determined~~“Administrative ~~that~~Agent”). ~~she~~The isCredit anAgreement ~~“audit~~provides ~~committee~~for ~~financial~~a ~~expert”~~revolving ~~(as~~loan ~~defined~~facility with commitments in ~~Item~~ ~~407~~ an aggregate principal amount of ~~Regulation~~ ~~S-K under~~$1,000,000,000 ~~the Securities~~with ~~Exchange~~an ~~Act~~uncommitted accordion feature of ~~1934~~up to an additional $400,000,000. asThe ~~amended)~~Credit Agreement amends and restates the Existing Credit Agreement.

~~Ms. Whalen,~~Interest age 50, has served as the Chief Financial Officer of Klaviyo, Inc., an AI-first customer relationship management (CRM) platform built for business to consumer brands, since May 2022. From July 2017 to March 2022, Ms. Whalen held various senior leadership roles at Walmart Inc., a global omnichannel retailer, including most recently as Executive Vice President and ~~Chief~~Fees Financial Officer of Walmart International. From 2008 to 2017, Ms. Whalen served as a finance and strategy executive in various industries, and from 1997 to 2008 she was with Bain & Company, a global management consulting firm. Ms. Whalen holds a B.A. in Comparative Literature from Princeton University and an M.B.A. from the Massachusetts Institute of Technology’s Sloan School of Management.

~~Under~~Amounts ~~the~~outstanding ~~Company’s~~under ~~annual~~the ~~compensation~~Credit ~~program~~Agreement ~~for~~bear ~~eligible directors~~interest, ~~Ms. Whalen~~at ~~will be entitled to receive~~ the ~~Company~~Borrower’s ~~standard~~option, ~~compensation~~at ~~provided~~(a) a tobase ~~all~~rate ~~the~~(subject ~~Company’s~~to ~~independent~~a ~~directors~~floor ~~for~~of ~~service~~0.00%) onplus ~~the~~a ~~Board~~margin (~~currently~~i) if anand ~~$85,000~~only ~~annual~~if ~~cash~~the ~~retainer,~~Company anand/or ~~additional $12,000 annual cash retainer payable to members of~~ the ~~Audit~~Borrower ~~Committee~~have ~~and~~ an ~~annual~~investment ~~equity~~grade ~~award~~rating ~~with~~from aat ~~grant~~least ~~date~~two ~~fair~~of ~~value~~the ofthree ~~$175~~rating agencies,~~000~~ ~~and~~equal ~~payable~~to in0.100% ~~the~~per ~~form~~annum ofor ~~restricted~~(ii) if ~~stock~~clause ~~units~~ (~~“RSUs”~~a)(i). ~~Ms. Whalen~~does ~~will~~not ~~also~~apply, beranging ~~entitled~~from 0.250% to ~~participate~~0.625% inper ~~the~~annum ~~Taylor~~based ~~Morrison~~on ~~Home~~the ~~Corporation~~Borrower’s ~~Non-Employee~~capitalization ~~Deferred~~ratio; ~~Compensation~~or ~~Plan~~(b) SOFR (~~the~~subject ~~“Director~~to ~~Plan”).~~a ~~The~~SOFR ~~material~~floor ~~terms~~ of ~~the~~0.00%) ~~Taylor~~plus ~~Morrison~~a ~~Home~~margin ~~Corporation~~(i) if ~~2013 Omnibus Equity Award Plan, as amended~~ and ~~restated~~only ~~(the~~if ~~“Incentive Plan”),~~ the ~~RSUs,~~Company ~~the Director Plan~~ and/or the ~~deferred~~Borrower ~~stock~~have ~~units~~an ~~issued~~investment ~~under~~grade ~~the~~rating ~~Director~~from ~~Plan~~at ~~are~~least ~~the~~two ~~same~~of ~~as those described in~~ the ~~Company’s~~three ~~definitive~~rating ~~Proxy~~agencies, ~~Statement~~equal onto ~~Schedule~~1.100% ~~14A~~per ~~filed~~annum ~~with~~or ~~the SEC on April~~(ii) ~~11,~~if ~~2025~~clause ~~and~~(b)(i) asdoes ~~provided~~not ~~in the Incentive Plan~~apply, ~~the~~ranging ~~form~~from of1.250% ~~RSU~~to ~~award~~1.625% ~~agreement,~~per ~~the~~annum ~~Director~~based ~~Plan~~on ~~and~~ the ~~form~~Borrower’s ofcapitalization ~~deferred stock unit agreement, each as previously filed with the SEC~~ratio.

~~Ms.~~In addition, the Borrower must pay (a) ~~Whalen~~commitment ~~has~~fees ~~also~~on ~~entered~~the ~~into~~unused commitments under the Credit Agreement (i) if and only if the Company and/or the Borrower have an investment grade rating from at least two of the three rating agencies, of 0.125% or (ii) if clause (a)(i) does not apply, ranging from 0.150% to 0.300% per annum based on the Borrower’s capitalization ratio and (b) customary ~~indemnification~~agency ~~agreement~~fees ~~for~~under ~~directors~~the ~~and~~Credit ~~officers~~Agreement.

~~Item 7.01.~~Amortization, ~~Regulation~~Prepayments FDand ~~Disclosure.~~Maturity

OnThe ~~December 16,~~Credit ~~2025,~~Agreement ~~the~~does ~~Company~~not ~~issued~~require aany ~~press release announcing the changes in the Board~~amortization. ~~A copy of the Company’s press release is attached as Exhibit 99.1 to this report.~~

~~Item~~In 9addition, in the event that the capitalization ratio exceeds 0.0155 ~~Financial~~to ~~Statements~~1.00, ~~and~~the ~~Exhibits~~Borrower is required to prepay the outstanding loans under the Credit Agreement such that the outstanding loans do not exceed the borrowing base availability.

The Borrower may voluntarily repay outstanding loans under the Credit Agreement at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to SOFR loans. The Credit Agreement matures five years from the Closing Date.

Collateral and guarantors

All obligations under the Credit Agreement are unconditionally guaranteed by Holdings, U.S. Holdings, U.S. FinCo, any subsidiary of Holdings that acquires capital stock of U.S. FinCo or the Borrower, any direct or indirect parent of Holdings that guarantees obligations in respect of the Borrower’s existing senior unsecured notes or indebtedness in excess of $35,000,000 in the aggregate and certain of the Borrower’s and U.S. FinCo’s existing and future direct and indirect wholly owned domestic restricted subsidiaries, subject to certain exceptions.

The obligations under the Credit Agreement are unsecured.

Restrictive covenants and other matters

Holdings, U.S. Holdings, U.S. FinCo and the Borrower must comply on a quarterly basis, if (i) any loans are outstanding as of the last day of such quarter or on more than five separate days during such quarter or (ii) the aggregate amount of undrawn letters of credit (except to the extent cash collateralized) exceeds $40,000,000 or there are any unpaid drawings in respect of letters of credit on the last day of such quarter or for more than five consecutive days during such quarter, with:

•

A maximum capitalization ratio of 0.60 to 1.00; and

•

A minimum consolidated tangible net worth of $4,131,006,729 plus certain additional amounts as set forth in the Credit Agreement.

The Credit Agreement contains certain other customary affirmative covenants and negative covenants. The covenants in the Credit Agreement include, among other things, limitations on the Credit Group’s ability to do the following, in each case, subject to certain exceptions set forth in the Credit Agreement:

•

create liens;

•

make certain loans or investments (including acquisitions);

•

pay dividends on or make distributions in respect of capital stock or make other restricted payments;

•

consolidate, merge, divide, sell or otherwise dispose of all or substantially all assets;

•

sell or otherwise dispose of assets, including equity interests in subsidiaries;

•

enter into certain transactions with affiliates; and

•

change the fiscal year.

The Credit Agreement contains certain customary events of default. If an event of default occurs and is continuing, the lenders under the Credit Agreement will be entitled to take various actions, including terminating the commitments under the Credit Agreement and the acceleration of amounts due under the Credit Agreement.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 above is hereby incorporated in this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.
ExhibitNo.		Description
99.1		Press release issued December 16, 2025
10.1		Amendment and Restatement Agreement dated as of December 22, 2025 to the Amended and Restated Credit Agreement dated as of March 11, 2022, among Taylor Morrison Communities, Inc., Taylor Morrison Home III Corporation, Taylor Morrison Holdings, Inc., Taylor Morrison Finance, Inc., lenders party thereto, Citibank, N.A., as administrative agent under the existing credit agreement and Wells Fargo Bank, National Association, as successor administrative agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Taylor Morrison Home Corporation

By:		/s/ Todd Merrill
Name:		Todd Merrill
Title:		Executive Vice President, Chief Legal Officer and Secretary

Date: December 1623, 2025

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