Taylor Morrison Home Corp 8-K

What Happened

• Taylor Morrison Home Corporation (TMHC) announced on May 31, 2026 that it entered into an Agreement and Plan of Merger with Berkshire Hathaway Inc. and a Berkshire merger subsidiary (WXYZ Merger Sub). The Board unanimously approved the Merger and recommended that stockholders adopt the Merger Agreement.
• Under the agreement, each issued and outstanding common share of Taylor Morrison will be converted into the right to receive $72.50 in cash at the closing (the “Per Share Merger Consideration”). The company and Berkshire issued a joint press release the same day.

Key Details

• Transaction price: $72.50 in cash per outstanding common share.
• Equity awards treatment:
  • Options: automatically vest, cancelled, and converted into a cash payment equal to (shares subject to option) × (Per Share Merger Consideration − exercise price).
  • RSUs: cancelled and converted to cash; 50% payable at or promptly after closing and 50% payable on Jan 31, 2027 (generally subject to continued employment to that date).
  • DSUs: immediately vest, cancelled and converted into cash equal to shares × Per Share Merger Consideration.
  • PSUs: converted to cash at target performance and paid according to original time‑vesting schedule (performance conditions waived to target).
• Closing conditions include majority stockholder approval, HSR clearance/expiration of waiting period, no law or order blocking the deal, and customary representations, warranties and covenants.
• If consummated, Taylor Morrison’s shares will be delisted from the NYSE and deregistered under the Securities Exchange Act.
• Termination fee: the company must pay Berkshire $221,622,677 under certain specified termination scenarios.
• Outside date: the Merger must close within nine months after signing (the End Date), subject to permitted extensions and customary exceptions.

Why It Matters

• For shareholders: a definitive cash exit at $72.50 per share if the Merger closes; shareholders will need to vote to approve the deal and, if approved and closed, will no longer hold publicly traded Taylor Morrison shares.
• For holders of equity awards: most awards convert into immediate or scheduled cash payments, with RSU recipients receiving half upfront and the remainder on Jan 31, 2027 subject to continued employment.
• For investors generally: the transaction removes Taylor Morrison from public markets, is subject to shareholder and regulatory approval, and includes a substantial termination fee and customary deal protections.