Taylor Morrison Home Corp

PREM14A 1 d57916dprem14a.htm PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 TAYLOR MORRISON HOME CORPORATION (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required. ☐ Fee paid previously with preliminary materials. ☒ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Table of Contents PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION, DATED JUNE 12, 2026 [●], 2026 Dear Fellow Stockholders: You are cordially invited to attend a special meeting of the stockholders of Taylor Morrison Home Corporation (“TMHC”). The special meeting will be held online on [●], 2026 at [●], Pacific Time (the “special meeting”). You may attend the meeting virtually via the internet at www.virtualshareholdermeeting.com/TMHC2026SM, where you will be able to vote electronically and submit questions. You will need the 16-digit control number, which is included on your proxy card or in the instructions accompanying your proxy materials, to attend the special meeting. You will not be able to attend the meeting in person. At the special meeting, TMHC stockholders will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of May 31, 2026 (as amended or modified from time to time, the “merger agreement”), among TMHC, Berkshire Hathaway Inc. (“Parent”), and WXYZ Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”). Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into TMHC, the separate existence of Merger Sub will cease, and TMHC will survive the merger as a wholly owned subsidiary of Parent (the “merger”). If the merger is completed, TMHC stockholders will have the right to receive $72.50 in cash, without interest and subject to any applicable withholding taxes, for each share of common stock, par value $0.00001 per share, of TMHC (“TMHC common stock”), other than cancelled shares, shares owned by a TMHC subsidiary and dissenting shares (each as defined in the accompanying proxy statement), that they own immediately prior to the effective time of the merger, which represents a premium of approximately 24% over TMHC’s closing stock price on May 29, 2026, the last trading day prior to the announcement of the merger agreement, and a premium of approximately 21% over the volume-weighted average price of $59.86 for the 30-trading day period ending on May 29, 2026. Approval of the proposal to adopt the merger agreement requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of TMHC common stock entitled to vote as of the close of business on the record date (as defined in the accompanying proxy statement). TMHC common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “TMHC”. The closing price of TMHC common stock on NYSE on [●], 2026, the latest practicable date before the printing of the accompanying proxy statement, was $[●] per share. The board of directors (the “Board”) has reviewed and considered the terms and conditions of the merger and has unanimously (a) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of TMHC and its stockholders, and declared it advisable, fair to and in the best interests of TMHC to enter into the merger agreement with Parent and Merger Sub providing for the merger in accordance with the DGCL (as defined in the accompanying proxy statement), (b) approved the merger, merger agreement and the transactions contemplated thereby in accordance with the DGCL and (c) recommended that the merger and merger agreement be adopted by TMHC stockholders. The Board made its determination after consultation with its outside legal counsel and its financial advisors and consideration of various factors, as more fully described in the accompanying proxy statement. The Board unanimously recommends that you vote “FOR” the proposal to adopt the merger agreement. At the special meeting, stockholders will also be asked to vote on (a) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of TMHC in connection with the consummation of the merger (the “advisory compensation proposal”), and (b) a proposal to adjourn the special meeting from time to time, as determined by the Board, including for the Table of Contents purpose of soliciting additional votes for the approval of the merger proposal if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement by TMHC stockholders (the “adjournment proposal”). The Board unanimously recommends that you vote “FOR” each of these proposals. The Board is soliciting your proxy to ensure that a quorum is present and that your shares are represented and voted at the special meeting and any postponement or adjournment thereof. If your shares are held in “street name,” you should instruct your broker, bank or other nominee how to vote your shares on each proposal in accordance with your voting instruction form. The merger cannot be completed unless TMHC stockholders adopt the merger agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the special meeting online, please submit a proxy to vote your shares as promptly as possible to ensure that your shares may be represented and voted at the special meeting. If you receive more than one proxy card because you own shares registered in different names or addresses, each proxy should be submitted. If you attend the special meeting and vote online, your online vote will revoke any proxy previously submitted. If you neither return your proxy nor attend the special meeting online, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the adoption of the merger agreement. Similarly, if you hold your shares in “street name” and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present and will have the same effect as a vote “AGAINST” the adoption of the merger agreement. The obligations of TMHC, Parent and Merger Sub to complete the merger are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about TMHC, the special meeting, the merger agreement, the merger, the advisory compensation proposal and the adjournment proposal. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement and incorporated therein by reference. TMHC urges you to, and you should, read the entire proxy statement carefully, including the merger agreement and the other annexes and the documents referred to or incorporated by reference in the accompanying proxy statement. You may obtain additional information about TMHC from documents it has filed with the U.S. Securities and Exchange Commission. If you have any questions or need assistance voting your shares of TMHC common stock, please contact Innisfree M&A Incorporated, TMHC’s proxy solicitor, by calling toll-free, 888-750-5830. Banks and brokers ca