Taylor Morrison Home (TMHC) Proxy filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger where the company will be acquired by Berkshire Hathaway Inc. for $72.50 per share in cash, representing a 24% premium over the pre-announcement closing price and a 21% premium over the 30-day average price.

• The board unanimously recommends voting in favor of the merger, citing fairness opinions from Goldman Sachs and Moelis & Company, and highlighting the all-cash premium, certainty of closing, and strategic alternatives considered.

• If approved, the company will become a wholly owned subsidiary of Berkshire Hathaway, its shares will be delisted from NYSE, and it will cease to be a public company.

• The merger is expected to close in the second half of 2026, subject to regulatory approvals and other customary conditions.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more time is needed to solicit votes.

• Approval of the merger requires a majority of outstanding shares; the advisory compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Shareholders who abstain or do not vote will have their shares counted as votes against the merger.

• Dissenting shareholders have appraisal rights under Delaware law to seek a judicial determination of fair value.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, including discussions with multiple potential acquirers, before entering into the merger agreement.

• The board determined the merger consideration to be the highest value reasonably obtainable and negotiated terms allowing for consideration of superior proposals, subject to a termination fee.

• The board is composed of a majority of independent directors and unanimously approved the transaction.