Taylor Morrison Home (TMHC) Proxy filing summary

Executive summary

• Special meeting scheduled for July 22, 2026, to vote on a merger agreement where TMHC will merge with a Berkshire Hathaway subsidiary and become a wholly owned subsidiary, with stockholders receiving $72.50 per share in cash, representing a 24% premium over the pre-announcement price.

• The board unanimously recommends voting in favor of the merger, the advisory compensation proposal, and the adjournment proposal.

• 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

• Stockholders will vote on: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) a proposal to adjourn 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.

• Dissenting stockholders may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives and determined the merger was in the best interests of stockholders.

• The board considered financial analyses, fairness opinions, and the likelihood of consummation, and negotiated terms including the ability to consider superior proposals subject to a termination fee.

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