Form 8-K
8-K — Taylor Morrison Home Corp
Accession: 0001193125-26-316037
Filed: 2026-07-24
Period: 2026-07-20
CIK: 0001562476
SIC: 1531 (OPERATIVE BUILDERS)
Item: Entry into a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Material Modifications to Rights of Security Holders
Item: Changes in Control of Registrant
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — d148123d8k.htm (Primary)
EX-3.1 (d148123dex31.htm)
EX-3.2 (d148123dex32.htm)
EX-4.1 (d148123dex41.htm)
EX-4.2 (d148123dex42.htm)
EX-4.3 (d148123dex43.htm)
EX-10.1 (d148123dex101.htm)
EX-99.1 (d148123dex991.htm)
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8-K
8-K (Primary)
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8-K
Taylor Morrison Home Corp false 0001562476 --12-31 0001562476 2026-07-20 2026-07-20
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): July 20, 2026
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, including 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
Common Stock, par value $0.00001 per share
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. ☐
Introductory Note
This Current Report on Form 8-K is being filed in connection with the completion of the transactions contemplated by the previously announced entry into the Agreement and Plan of Merger, dated as of May 31, 2026 (the “Merger Agreement”), by and among Taylor Morrison Home Corporation, a Delaware corporation (“TMHC”), Berkshire Hathaway Inc., a Delaware corporation (“Parent”), and WXYZ Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). On July 24, 2026, pursuant to the Merger Agreement, Merger Sub merged with and into TMHC (the “Merger”), the separate corporate existence of Merger Sub ceased, and TMHC was the surviving corporation in the Merger (the “Surviving Corporation”) and, as a result, is now a wholly owned subsidiary of Parent. Capitalized terms used herein without definition have the meanings specified in the Merger Agreement.
Item 1.01.
Entry Into a Material Definitive Agreement.
Entrance into Supplemental Indentures
On July 23, 2026, Taylor Morrison Communities, Inc. (the “Issuer”), an indirect wholly owned subsidiary of TMHC, completed its previously announced consent solicitations to adopt the proposed amendments (the “Amendments”) to the Indentures (as defined below) in connection with the Merger by entering into (i) the Eighth Supplemental Indenture (the “2028 Notes Supplemental Indenture”) with U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (in such capacity, the “2028 Notes Trustee”), to the Indenture, dated August 1, 2019 (the “2028 Notes Indenture”), by and among the Issuer, the guarantors party thereto and the 2028 Notes Trustee, relating to the Issuer’s 5.75% Senior Notes due 2028 (the “2028 Notes”); (ii) the Sixth Supplemental Indenture (the “2030 Notes Supplemental Indenture”) with U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (in such capacity, the “2030 Notes Trustee”), to the Indenture, dated July 22, 2020 (the “2030 Notes Indenture”), by and among the Issuer, the guarantors party thereto and the 2030 Notes Trustee, relating to the Issuer’s 5.125% Senior Notes due 2030 (the “2030 Notes”); and (iii) the Second Supplemental Indenture (the “2032 Notes Supplemental Indenture” and, together with the 2028 Notes Supplemental Indenture and the 2030 Notes Supplemental Indenture, the “Supplemental Indentures”) with U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “2032 Notes Trustee”), to the Indenture, dated November 10, 2025 (the “2032 Notes Indenture” and, together with the 2028 Notes Indenture and the 2030 Notes Indenture, the “Indentures”), by and among the Issuer, the guarantors party thereto and the 2032 Notes Trustee, relating to the Issuer’s 5.750% Senior Notes due 2032 (the “2032 Notes” and, together with the 2028 Notes and the 2030 Notes, the “Notes”).
The Amendments set forth in each Supplemental Indenture (i) modify the Issuer’s reporting obligations to, among other things, provide that (a) so long as the Notes have the benefit of a guarantee by Parent (if provided), the Issuer will no longer be required to provide financial or other information of the Issuer to noteholders and will satisfy all reporting obligations with Parent’s publicly filed reports and (b) in the event that the Notes do not have the benefit of such guarantee, certain reporting requirements of the Issuer are eliminated and (ii) amend the merger covenant relating to asset transfers to be determined in respect of the consolidated assets of a direct or indirect parent entity guarantor of the Notes, rather than in respect of the consolidated assets of TMH (as defined below). All other provisions of each of the Indentures were unaffected by the Amendments set forth in the applicable Supplemental Indenture and remain unchanged and in full force and effect. The Amendments set forth in the Supplemental Indentures became operative upon (i) the consummation of the Merger and (ii) the payment of the consent fee in connection with the consent solicitations for the benefit of consenting holders of the Notes, each of which occurred on July 24, 2026.
The foregoing is a summary of the material terms of, and is qualified by, the 2028 Notes Supplemental Indenture, the 2030 Notes Supplemental Indenture and the 2032 Notes Supplemental Indenture, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and are incorporated herein by reference.
Amendment No. 1 to Second Amended and Restated Credit Agreement
On July 20, 2026, the Issuer amended its Credit Agreement (as defined below) in connection with the Merger by entering into that certain Amendment No. 1, dated as of July 20, 2026 (“Amendment No. 1”), by and among the Issuer, as the borrower (the “Borrower”), the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), which amends that certain Second Amended and Restated Credit Agreement, dated as of December 22, 2025 (as amended, restated, amended and restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Taylor Morrison Home III Corporation, Taylor Morrison Holdings, Inc. (“TMH”), Taylor Morrison Finance, Inc., the lenders party thereto and the Administrative Agent. Amendment No. 1 provides for a change of control consent under the Credit Agreement and, among other changes, adds Parent as a “Permitted Holder” under the Credit Agreement, which excludes Parent from the group of persons whose acquisition of beneficial ownership of TMHC’s voting stock could otherwise trigger a change of control under the Credit Agreement. The amendments set forth in Amendment No. 1 became effective automatically and concurrently with the consummation of the Merger.
The foregoing is a summary of the material terms of, and is qualified by, Amendment No. 1, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 2.01
Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger, each share of common stock, $0.00001 par value, of TMHC (“TMHC Common Stock”) that was issued and outstanding immediately prior to the Effective Time (other than (i) shares of TMHC Common Stock owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent immediately prior to the Effective Time and shares of TMHC Common Stock owned by TMHC, including shares of TMHC Common Stock held in treasury by TMHC, and in each case not held on behalf of third parties (collectively, the “Cancelled Shares”), (ii) shares of TMHC Common Stock owned by any wholly owned Subsidiary of TMHC immediately prior to the Effective Time and (iii) the Dissenting Shares) was converted into the right to receive $72.50 in cash (the “Per Share Merger Consideration”), without interest, and subject to any applicable withholding taxes.
In addition, pursuant to the Merger Agreement, effective as of the Effective Time:
•
each outstanding Option under the Company Stock Plans, to the extent then unexercised, automatically became immediately vested and was cancelled and converted into the right to receive an amount in cash equal to (x) the total number of Shares subject to the Option, multiplied by (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share under such Option;
•
each outstanding RSU under the Company Stock Plans was automatically cancelled and converted into the right of the holder of such RSU to receive an amount in cash equal to (x) the number of Shares underlying such RSU, multiplied by (y) the Per Share Merger Consideration, of which amount (i) fifty percent (50%) will be paid at or promptly after the Effective Time and (ii) the remaining fifty percent (50%) will become payable on January 31, 2027, generally subject to the holder’s continued employment through such date;
•
each outstanding DSU under the Company Stock Plans automatically became immediately vested and was cancelled and converted into the right to receive an amount in cash equal to (x) the number of Shares underlying such DSU, multiplied by (y) the Per Share Merger Consideration; and
•
each outstanding PSU under the Company Stock Plans was automatically converted into a cash award (with all applicable performance vesting conditions deemed achieved at the target level of performance) equal to (x) the number of Shares subject to such PSU, multiplied by (y) the Per Share Merger Consideration, which will then vest and be paid out in accordance with and subject to the original time vesting schedule applicable to such PSU (but without regard to the associated performance vesting conditions).
The foregoing description of the Merger Agreement and Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to TMHC’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2026, and is incorporated into this item by reference.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.
In connection with the closing of the Merger, TMHC notified the New York Stock Exchange (“NYSE”) of the anticipated completion of the Merger and requested that NYSE (i) suspend trading of TMHC Common Stock on the NYSE following the closing of trading on July 24, 2026 and (ii) file a notification of removal from listing on Form 25 with the SEC to delist TMHC Common Stock from the NYSE and deregister TMHC Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The delisting of TMHC Common Stock from the NYSE will be effective on August 3, 2026 (10 days after the filing of the Form 25).
Following the effectiveness of the Form 25, TMHC intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting the termination of registration of TMHC Common Stock under Section 12(g) of the Exchange Act and the suspension of TMHC’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act with respect to the shares of TMHC Common Stock.
Item 3.03
Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
At the Effective Time, the former holders of shares of TMHC Common Stock that were outstanding immediately prior to the Effective Time ceased to have any rights with respect to such shares, other than (in the case of shares of TMHC Common Stock that were not Cancelled Shares) the right to receive the Per Share Merger Consideration to be paid pursuant to the Merger Agreement in respect of each such share.
Item 5.01
Changes in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
At the Effective Time, a change of control of TMHC occurred. Merger Sub merged with and into TMHC, the separate corporate existence of Merger Sub ceased, and TMHC continued as the Surviving Corporation in the Merger as a wholly owned subsidiary of Parent.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Sheryl D. Palmer, Peter Lane, Anne L. Mariucci, Heather Ostis, Andrea Owen, Denise Warren, Amanda Whalen and Christopher Yip resigned from the board of directors of TMHC (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of TMHC. No director was terminated or resigned because of any disagreement with TMHC, its management or its board of directors on any matter relating to its operations, policies or practices.
In accordance with the terms of the Merger Agreement, the directors of Merger Sub at the Effective Time became the directors of the Surviving Corporation and shall hold office until their respective successors have been duly elected
or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the Surviving Corporation and applicable law. The directors of Merger Sub at the Effective Time were Marc D. Hamburg, Charles C. Chang and Michael O’Sullivan (the “Interim Directors”). Immediately following the Effective Time, each of the Interim Directors stepped down from the Board and Sheryl Palmer, Todd Merrill, Curt VanHyfte and Erik Heuser were appointed to the Board.
In accordance with the terms of the Merger Agreement, the officers of TMHC at the Effective Time became the officers of the Surviving Corporation and shall hold office until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and applicable law.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.
In connection with the closing of the Merger, TMHC’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”) and TMHC’s bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”).
Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated into this Item 5.03 by reference.
Item 8.01
Other Events.
On July 24, 2026, Berkshire Hathaway Inc. and Taylor Morrison Home Corporation issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
2.1
Agreement and Plan of Merger, dated as of May 31, 2026, by and among Taylor Morrison Home Corporation, Berkshire Hathaway Inc. and WXYZ Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to TMHC’s Current Report on Form 8-K filed with the SEC on June 1, 2026).
3.1
Amended and Restated Certificate of Incorporation of Taylor Morrison Home Corporation.
3.2
Amended and Restated By-laws of Taylor Morrison Home Corporation.
4.1
Eighth Supplemental Indenture, dated as of July 23, 2026, among Taylor Morrison Communities, Inc. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, relating to Taylor Morrison Communities, Inc.’s 5.75% Senior Notes due 2028.
4.2
Sixth Supplemental Indenture, dated as of July 23, 2026, among Taylor Morrison Communities, Inc. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, relating to Taylor Morrison Communities, Inc.’s 5.125% Senior Notes due 2030.
4.3
Second Supplemental Indenture, dated as of July 23, 2026, among Taylor Morrison Communities, Inc. and U.S. Bank Trust Company, National Association, as trustee, relating to Taylor Morrison Communities, Inc.’s 5.750% Senior Notes due 2032.
10.1
Amendment No. 1, dated as of July 20, 2026, to the Second Amended and Restated Credit Agreement by and among Taylor Morrison Communities, Inc., as the borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
99.1
Press Release of Berkshire Hathaway Inc. and Taylor Morrison Home Corporation, dated July 24, 2026.
104
The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TAYLOR MORRISON HOME CORPORATION
Date: July 24, 2026
By:
/s/ Todd Merrill
Todd Merrill
Executive Vice President, Chief Legal Officer and Secretary
EX-3.1
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EX-3.1
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TAYLOR MORRISON HOME
CORPORATION
ARTICLE I
NAME OF CORPORATION
The
name of the corporation (the “Corporation”) is: Taylor Morrison Home Corporation
ARTICLE II
REGISTERED OFFICE
The
address of the registered office of the Corporation in the State of Delaware is c/o the Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name of its registered agent at that address is the
Corporation Trust Company.
ARTICLE III
PURPOSE
The purpose of
the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
ARTICLE IV
AUTHORIZED
CAPITAL STOCK
The Corporation shall be authorized to issue one class of stock to be designated Common Stock; the total number of
shares of Common Stock which the Corporation shall have authority to issue is 1,000, and each such share shall have a par value of $0.001.
ARTICLE V
BOARD OF
DIRECTORS
Section 5.1 Number. Except as otherwise provided for or fixed pursuant to the provisions of this Certificate of
Incorporation, the number of directors of the Corporation shall be fixed by or in the manner provided in the Bylaws of the Corporation.
Section 5.2 Election. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.
ARTICLE VI
EXISTENCE
The Corporation
shall have perpetual existence.
ARTICLE VII
AMENDMENT
Section 7.1 Amendment of Certificate of Incorporation. The Corporation reserves the right at any time, and from time to time, to
amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter
prescribed by the laws of the State of Delaware, and all powers, preferences and rights of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to this reservation.
Section 7.2 Amendment of Bylaws. In furtherance and not in
limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.
ARTICLE VIII
LIABILITY
Section 8.1 No Personal Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be
amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. Solely for purposes of this Article VIII,
“officer” shall have the meaning provided in Section 102(b)(7) of the DGCL.
Section 8.2 Right to
Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is a party or
is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for
whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of
another entity or enterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding
sentence, except as otherwise provided in Section 8.4, the Corporation shall not be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person (other than a Proceeding brought by
such Covered Person (i) by way of defense or counterclaim, or (ii) to enforce such Covered Person’s rights to indemnification, advancement or contribution under any agreement, certificate of incorporation, bylaws or under statute or
other law) unless the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board.
2
Section 8.3 Advancement of Expenses. To the extent not prohibited by applicable
law, the Corporation shall advance the expenses (including attorneys’ fees) incurred by a Covered Person that is or was a director of the Corporation in defending any Proceeding in advance of its final disposition and the Corporation may
advance the expenses (including attorneys’ fees) incurred by any other Covered Person; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the
Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VIII or otherwise;
such undertaking shall be unsecured and interest free and shall be accepted without regard to the Covered Person’s ability to repay amounts advanced and without regard to the Covered Person’s entitlement to indemnification.
Section 8.4 Claims. If a claim for indemnification or advancement of expenses under this Article VIII is not paid in full within
thirty (30) days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to
be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.
Section 8.5 Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article VIII shall not be exclusive of
any other rights that such Covered Person may have or hereafter acquire under any statute, provision of this Certificate, the bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
Section 8.6 Other Sources.
(a) The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request
as a director, officer, employee or agent of another entity or enterprise shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other entity or enterprise.
(b) In all events, (i) the Corporation hereby agrees that it is the indemnitor of first resort with respect to any Covered Person who is
or was a director or officer of the Corporation (i.e., the Corporation’s obligations to such Covered Person to provide advancement and/or indemnification are primary, and any obligation of any other person or entity, including any stockholder
of the Corporation or any affiliate thereof, to provide advancement or indemnification for the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement incurred by such Covered Person are secondary), and (ii) if
any such other person or entity pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with such Covered Person, then
(x) such other person or entity shall be fully subrogated to all rights of such Covered Person with respect to such payment and (y) the Corporation shall fully indemnify, reimburse and hold harmless such other person or entity for all such
payments actually made by it. Any amendment, modification or repeal of this Section 8.6 shall not adversely affect any right or protection of any Covered Person in respect of any act or omission occurring prior to the time of such amendment,
modification or repeal.
3
Section 8.7 Amendment or Repeal. Any amendment, repeal or elimination of this
Article VIII, or the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VIII, shall not affect its application with respect to an act or omission by a director or officer occurring before such amendment,
adoption, repeal or elimination.
Section 8.8 Other Indemnification and Prepayment of Expenses. This Article VIII shall not
limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.
[The remainder of this page has been intentionally left blank.]
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EX-3.2
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EX-3.2
Exhibit 3.2
BYLAWS
OF
TAYLOR MORRISON HOME CORPORATION,
a Delaware corporation
(the “Corporation”)
ARTICLE I
CORPORATE
OFFICES
Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Certificate of
Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”).
Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation,
except as otherwise required by law, at such other place or places, either within or without the State of Delaware, as the Corporation may from time to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF
STOCKHOLDERS
Section 2.1 Annual Meeting. Unless directors are elected by written consent in lieu of an annual meeting,
the annual meeting of stockholders, for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, either within or without the State of Delaware, on such
date, and at such time as the Board of Directors of the Corporation (the “Board of Directors” or the “Board”) shall fix. The Board of Directors may postpone, reschedule or cancel any annual meeting of
stockholders previously scheduled by the Board of Directors.
Section 2.2 Special Meeting. Except as otherwise required by
law, and except as otherwise provided for or fixed pursuant to the Certificate of Incorporation a special meeting of the stockholders of the Corporation: (i) may be called at any time by the Board of Directors; and (ii) shall be called by
the Chairperson of the Board of Directors (the “Chairperson of the Board”) or the Secretary of the Corporation (the “Secretary”) upon the written request or requests of one or more stockholders of record that,
at the time a request is delivered, hold shares representing at least 10% of the voting power of the stock entitled to vote on the matter or matters to be brought before the proposed special meeting. Except as otherwise required by law, and except
as otherwise provided for or fixed pursuant to the Certificate of Incorporation, special meetings of the stockholders of the Corporation may not be called by any other person or persons. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. If none of the stockholders who submitted the special meeting request (or their qualified representatives) appears at the special
meeting to present the matter or matters to be brought before the special meeting that were specified in the special meeting request, the Corporation need not present the matter or matters for a vote at the meeting, notwithstanding that proxies in
respect of such vote may have been received by the Corporation. The Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously scheduled pursuant to this Section 2.2.
Section 2.3 Notice of Stockholders’ Meetings.
(a) Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting of stockholders shall specify the
place, if any, date and time of the meeting of stockholders, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for determining the stockholders entitled to notice of the
meeting), and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. The notice shall be given not less than 10 nor more than 60 days before the date on
which the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided by law, the Certificate of Incorporation or
these Bylaws. In the case of a special meeting, the purpose or purposes for which the meeting is called also shall be set forth in the notice.
(b) Any notice to stockholders given by the Corporation may be given in writing directed to the stockholder’s mailing address as it
appears on the records of the Corporation (or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) and shall be given (i) if mailed, when the notice is deposited in the U.S. mail, postage
prepaid, (ii) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address or (iii) if given by electronic mail, when directed to such stockholder’s electronic mail address
unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by Section 232(e) of the General Corporation Law of the State of
Delaware (as the same exists or may hereafter be amended from time to time, the “DGCL”). If notice is given by electronic mail, such notice shall comply with the applicable provisions of Section 232 of the DGCL.
(c) Notice may be given by other forms of electronic transmission with the consent of a stockholder in the manner permitted by
Section 232(b) of the DGCL and shall be deemed given as provided therein.
(d) An affidavit that notice has been given, executed by
the Secretary, an Assistant Secretary or any transfer agent or other agent of the Corporation, shall be prima facie evidence of the facts stated in the notice in the absence of fraud. Notice shall be deemed to have been given to all stockholders who
share an address if notice is given in accordance with Section 233 of the DGCL.
(e) When a meeting is adjourned to another time or
place (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned meeting if the place, if any, date and time thereof, and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken; (ii) displayed, during the time
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scheduled for the meeting, on the same electronic network used to enable stockholders and proxyholders to participate in the meeting by means of remote communication; or (iii) set forth in
the notice of meeting given in accordance with Section 2.3(a); provided, however, that if the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at
the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting in accordance with
Section 7.4(a), and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
Section 2.4 Organization.
(a) Meetings of stockholders shall be presided over by the Chairperson of the Board, or in his or her absence, by the Chief Executive Officer
(if separate and serving as a director) or another person designated by or in the manner provided by the Board of Directors. The Secretary, or in his or her absence, an Assistant Secretary, or in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairperson of the meeting shall appoint, shall act as secretary of the meeting and keep a record of the proceedings thereof.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of
stockholders shall be announced at the meeting. The Board of Directors may adopt such rules and regulations for the conduct of any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and
regulations as adopted by the Board of Directors, the chairperson of the meeting shall have the authority to adopt and enforce such rules and regulations for the conduct of any meeting of stockholders and the safety of those in attendance as, in the
judgment of the chairperson, are necessary, appropriate or convenient for the conduct of the meeting. Rules and regulations for the conduct of meetings of stockholders, whether adopted by the Board of Directors or by the chairperson of the meeting,
may include without limitation, establishing: (i) an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or
participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies, qualified representatives (including rules around who qualifies as such) and such other persons as the chairperson of the
meeting shall permit; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted for consideration of each agenda item and for questions and comments by participants;
(vi) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); and (vii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to
attend the meeting. Subject to any rules and regulations adopted by the Board of Directors, the chairperson of the meeting may convene and, for any reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to
Section 2.7. The chairperson of the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall declare that a nomination or other business was not properly brought before the meeting if
the facts warrant, and if such chairperson should so declare, such nomination shall be disregarded or such other business shall not be transacted.
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Section 2.5 List of Stockholders. The Corporation shall prepare, no later than
the tenth day before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days
before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date. Such list shall be arranged in alphabetical order and shall show the address of each stockholder and the number of
shares registered in the name of each stockholder. Nothing in this Section 2.5 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination
of any stockholder for any purpose germane to the meeting for 10 days ending on the day before the meeting date: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is
provided with the notice of meeting; or (b) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation
may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. Except as otherwise required by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the
list of stockholders required by this Section 2.5 or to vote in person or by proxy at any meeting of stockholders.
Section 2.6
Quorum. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, at any meeting of stockholders, the holders of a majority of the voting power of the stock outstanding and entitled to vote at the meeting, present
in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or series or classes or series is required, the holders of a majority of the voting
power of the stock of such class or series or classes or series outstanding and entitled to vote on that matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to such matter. If a quorum is
not present or represented at any meeting of stockholders, then the chairperson of the meeting, or the holders of a majority of the voting power of the stock present in person or represented by proxy at the meeting and entitled to vote thereon,
shall have power to adjourn or recess the meeting from time to time in accordance with Section 2.7, until a quorum is present or represented. Subject to applicable law, if a quorum initially is present at any meeting of stockholders, the
stockholders may continue to transact business until adjournment or recess, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, but if a quorum is not present at least initially, no business other than adjournment or
recess may be transacted.
Section 2.7 Adjourned or Recessed Meeting. Any annual or special meeting of stockholders, whether
or not a quorum is present, may be adjourned or recessed for any or no reason from time to time by the chairperson of the meeting, subject to any rules and regulations adopted by the Board of Directors pursuant to Section 2.4(b). Any such
meeting may be adjourned for any or no reason (and may be recessed if a quorum is not present or represented) from time to time by the holders of a majority of the voting power of the stock present in person or represented by proxy at the meeting
and entitled to vote thereon. At any such adjourned or recessed meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.
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Section 2.8 Voting.
(a) Except as otherwise required by law or the Certificate of Incorporation, each holder of stock of the Corporation entitled to vote at any
meeting of stockholders shall be entitled to one vote for each share of such stock held of record by such holder that has voting power upon the subject matter in question.
(b) Except as otherwise required by law, the Certificate of Incorporation, these Bylaws or any law, rule or regulation applicable to the
Corporation or its securities, at each meeting of stockholders at which a quorum is present, all corporate actions to be taken by vote of the stockholders shall be authorized by the affirmative vote of the holders of at least a majority of the
voting power of the stock present in person or represented by proxy and entitled to vote on the subject matter, and where a separate vote by a class or series or classes or series is required, if a quorum of such class or series or classes or series
is present, such act shall be authorized by the affirmative vote of the holders of at least a majority of the voting power of the stock of such class or series or classes or series present in person or represented by proxy and entitled to vote on
the subject matter. Voting at meetings of stockholders need not be by written ballot.
Section 2.9 Proxies. Every stockholder
entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more persons authorized to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be
made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and
voting in person or by delivering to the Secretary a revocation of the proxy or executed new proxy bearing a later date.
Section 2.10 Action by Written Consent.
(a) Except as otherwise provided for or fixed pursuant to the Certificate of Incorporation, any action required or permitted to be taken at
any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, are signed by the holders of the outstanding stock
having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be effective, such a consent must be delivered to the
Corporation in accordance with Section 228(d) of the DGCL; provided, however, that the Corporation has not designated, and shall not designate, any information processing system for receiving such consents. No consent shall be
effective to take the corporate action referred to therein unless consents signed by a sufficient number of holders to take action are delivered to the Corporation in accordance with this Section 2.10 within 60 days of the first date on which a
consent is so delivered to the Corporation. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that such consent shall be effective at a future time, including a time determined upon the happening of an
event, occurring not later than 60 days after such instruction is given or such provision is made, if evidence of the instruction or provision is provided to the Corporation. If the person is not a stockholder of record when the consent is executed,
the consent shall not be valid unless the person is a stockholder of record as of the record date for determining stockholders entitled to consent to the action. Unless otherwise provided, any such consent shall be revocable prior to its becoming
effective.
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(b) Prompt notice of the taking of the corporate action without a meeting by less than
unanimous consent shall be given to those stockholders entitled thereto in accordance with Section 228(e) of the DGCL.
Section 2.11 Meetings by Remote Communications. The Board of Directors may, in its sole discretion, determine that a meeting of
stockholders shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the DGCL. If authorized by the Board of Directors in its sole discretion, and subject to such
guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication: (a) participate in a meeting of stockholders; and
(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that: (i) the Corporation shall implement reasonable
measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (ii) the Corporation shall implement reasonable measures to provide such stockholders and
proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and
(iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.
Section 2.12 Delivery to the Corporation. Whenever this Article II requires one or more persons (including a record or beneficial
owner of stock) to deliver a document or information (other than a document authorizing another person to act for a stockholder by proxy at a meeting of stockholders pursuant to Section 212 of the DGCL) to the Corporation or any officer,
employee or agent thereof (including any consent, notice, request, questionnaire, revocation, representation or other document or agreement), the Corporation shall not be required to accept delivery of such document or information unless the
document or information is in writing exclusively (and not in an electronic transmission) and delivered exclusively by hand (including, without limitation overnight courier service) or by certified or registered mail, return receipt requested. For
the avoidance of doubt, the Corporation expressly opts out of Section 116 of the DGCL with respect to the delivery of information and documents (other than a document authorizing another person to act for a stockholder by proxy at a meeting of
stockholders pursuant to Section 212 of the DGCL) to the Corporation required by this Article II.
ARTICLE III
DIRECTORS
Section 3.1 Powers. Except as otherwise required by the DGCL or as provided in the Certificate of Incorporation, the business and
affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities these Bylaws expressly confer upon it, the Board of Directors may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these Bylaws required to be exercised or done by the stockholders.
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Section 3.2 Number, Term of Office and Election. Except as otherwise provided
for or fixed pursuant to the Certificate of Incorporation, the Board of Directors shall consist of three directors or such number of directors as shall be determined from time to time solely by resolution adopted by the affirmative vote of a
majority of the total number of directors then authorized. The first Board of Directors shall consist of the person or persons elected by the incorporator or designated in the Certificate of Incorporation. At any meeting of stockholders at which
directors are to be elected, directors shall be elected by a plurality of the votes cast. Each director shall hold office until the next election of directors and until his or her successor shall have been duly elected and qualified. Directors need
not be stockholders unless so required by the Certificate of Incorporation or these Bylaws, wherein other qualifications for directors may be prescribed.
Section 3.3 Vacancies and Newly Created Directorships. Unless otherwise required by law, newly created directorships resulting
from any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by the affirmative vote of a
majority of the remaining directors then in office, even though less than a quorum, or by the sole remaining director, and any director so chosen shall hold office until the next election of directors and until his or her successor shall have been
duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.
Section 3.4 Resignations and Removal.
(a) Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairperson
of the Board or the Secretary. Such resignation shall take effect upon delivery, unless the resignation specifies a later effective date or time or an effective date or time determined upon the happening of an event or events. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(b) Any director, or the entire Board
of Directors, may be removed, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the stock outstanding and entitled to vote thereon; provided, however, that whenever the holders
of any class or series are entitled to elect one or more directors by the Certificate of Incorporation, with respect to the removal without cause of a director or directors so elected, the vote of the holders of the outstanding shares of that class
or series and not the vote of the outstanding shares as a whole shall apply.
Section 3.5 Regular Meetings. Regular meetings
of the Board of Directors shall be held at such place or places (if any), within or without the State of Delaware, on such date or dates and at such time or times, as shall have been established by the Board of Directors and publicized among all
directors. A notice of each regular meeting shall not be required.
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Section 3.6 Special Meetings. Special meetings of the Board of Directors for any
purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer (if separate and serving as a director) or a majority of the directors then in office. The person or persons authorized to call special
meetings of the Board of Directors may fix the place (if any), within or without the State of Delaware, date and time of such meetings. Notice of each such meeting shall be given to each director, if by mail, addressed to such director at his or her
residence or usual place of business, at least five days before the day on which such meeting is to be held, or shall be sent to such director by electronic transmission, or be delivered personally or by telephone, in each case at least 24 hours
prior to the time set for such meeting. A notice of special meeting need not state the purpose of such meeting, and, unless indicated in the notice thereof, any and all business may be transacted at a special meeting.
Section 3.7 Remote Participation in Meetings. Members of the Board of Directors, or of any committee thereof, may participate in a
meeting of such Board of Directors or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in
person at such meeting.
Section 3.8 Quorum and Voting. Except as otherwise required by law, the Certificate of Incorporation
or these Bylaws, a majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the affirmative vote of a majority of the directors present at a duly held meeting at which a quorum is
present shall be the act of the Board of Directors. The chairperson of the meeting or a majority of the directors present may adjourn the meeting to another time and place (if any) whether or not a quorum is present. At any adjourned meeting at
which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 3.9 Board of Directors Action by Written Consent Without a Meeting. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting, provided that all members of the Board of Directors or committee,
as the case may be, consent in writing or by electronic transmission to such action. After an action is taken, the consent or consents relating thereto shall be filed with the minutes or proceedings of the Board of Directors or committee in the same
paper or electronic form as the minutes are maintained. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action shall be effective at a future time (including a time
determined upon the happening of an event), occurring not later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given at such effective time so long as such person is then a
director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.
Section 3.10 Chairperson of the Board. The Chairperson of the Board shall preside at meetings of stockholders in accordance with
Section 2.4(a) above and at meetings of directors, and shall perform such other duties as the Board of Directors may from time to time determine. If the Chairperson of the Board is not present at a meeting of the Board of Directors, the Chief
Executive Officer (if separate and serving as a director) or another director chosen by or in the manner provided by the Board of Directors shall preside.
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Section 3.11 Rules and Regulations. The Board of Directors shall adopt such
rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation or these Bylaws for the conduct of its meetings and management of the affairs of the Corporation as the Board of Directors shall deem proper.
Section 3.12 Fees and Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation, directors may
receive such compensation, if any, for their services on the Board of Directors and its committees, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors.
Section 3.13 Emergency Bylaws. This Section 3.13 shall be operative during any emergency condition as contemplated by
Section 110 of the DGCL (an “Emergency”), notwithstanding any different or conflicting provisions in these Bylaws, the Certificate of Incorporation or the DGCL. In the event of any Emergency, or other similar emergency
condition, if a quorum cannot be readily convened for a meeting, the director or directors in attendance at a meeting of the Board of Directors or a standing committee thereof shall constitute a quorum. Such director or directors in attendance may
further take action to appoint one or more of themselves or other directors to membership on any standing or temporary committees of the Board of Directors as they shall deem necessary and appropriate. Except as the Board of Directors may otherwise
determine, during any Emergency, the Corporation and its directors and officers, may exercise any authority and take any action or measure contemplated by Section 110 of the DGCL.
ARTICLE IV
COMMITTEES
Section 4.1 Committees of the Board of Directors. The Board of Directors may designate one or more committees, each such
committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by law and provided in the resolution of the Board of Directors establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee
shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be
submitted to stockholders for approval; or (b) adopting, amending or repealing any bylaw of the Corporation. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board of
Directors when requested or required by the Board of Directors.
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Section 4.2 Meetings and Action of Committees. Unless the Board of Directors
provides otherwise by resolution, any committee of the Board of Directors may adopt, alter and repeal such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation or these Bylaws for the conduct of its
meetings as such committee may deem proper. A majority of the directors then serving on a committee shall constitute a quorum for the transaction of business by the committee except as otherwise required by law, the Certificate of Incorporation or
these Bylaws, and except as otherwise provided in a resolution of the Board of Directors; provided, however, that in no case shall a quorum be less than one-third of directors then serving on the
committee. Unless the Certificate of Incorporation, these Bylaws or a resolution of the Board of Directors requires a greater number, the vote of a majority of the members of a committee present at a meeting at which a quorum is present shall be the
act of the committee.
ARTICLE V
OFFICERS
Section 5.1. Officers. The officers of the Corporation shall include a Chief Executive Officer and a Secretary, who shall be
elected by the Board of Directors. The Corporation may have such other officers as the Board of Directors or the Chief Executive Officer or another authorized officer may determine and appoint from time to time. Officers shall have such authority,
functions or duties as set forth in these Bylaws or as determined by the Board of Directors or the Chief Executive Officer. Each officer shall hold office until such person’s successor shall have been duly elected and qualified, or until such
person’s earlier death, disqualification, resignation or removal. Any number of offices may be held by the same person. The Board of Directors may determine to leave any office vacant.
Section 5.2. Additional Positions and Titles. The Corporation may have assistants to officers, with such powers and duties as the
Board of Directors, or the Chief Executive Officer or another authorized officer, may from time to time determine. Any officer or employee may be assigned any additional title, with such powers and duties, as the Board of Directors or an authorized
officer may from time to time determine. Any persons appointed as assistant officers, and any persons upon whom such titles are conferred, shall not be deemed officers of the Corporation unless appointed by the Board of Directors or the Chief
Executive Officer pursuant to Section 5.1.
Section 5.3. Compensation. The salaries of the officers of the Corporation
shall be fixed from time to time by the Board of Directors or by any person or persons to whom the Board of Directors has delegated such authority.
Section 5.4. Removal, Resignation and Vacancies. Any officer of the Corporation may be removed, with or without cause, by the
Board of Directors or an authorized officer. Any officer or assistant officer, if appointed by an officer, also may be removed by the officer authorized to appoint such officer or assistant officer. Any officer may resign at any time upon notice
given in writing or by electronic transmission to the Corporation. Any resignation or removal shall be without prejudice to the rights, if any, of such officer under any contract to which it is a party. Any vacancy occurring in any office of the
Corporation may be filled by the Board of Directors or in accordance with Section 5.1 or Section 5.2, as applicable, or such office may be left vacant.
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Section 5.5. Chief Executive Officer. The Chief Executive Officer shall have
general supervision and direction of the business and affairs of the Corporation, shall be responsible for corporate policy and strategy, and shall report directly to the Board of Directors.
Section 5.6. Secretary. The powers and duties of the Secretary shall include acting as Secretary at all meetings of the Board of
Directors, of the committees of the Board of Directors and of the stockholders, and performing all other duties incident to the office of Secretary. The Secretary shall perform such other duties as the Board of Directors, the Chief Executive Officer
or another authorized officer may from time to time determine.
Section 5.7. Authority and Duties of Other Officers. The Chief
Executive Officer and the Secretary (and any other officers appointed pursuant to the Bylaws) shall have such authority, functions or duties as set forth in these Bylaws or as determined by the Board of Directors. Other officers shall have such
authority, functions or duties as set forth in these Bylaws or as determined by the Board of Directors, the Chief Executive Officer or another officer authorized to prescribe the duties of such officer. To the extent not so set forth or determined,
each such officer shall have such authority, functions or duties as those that generally pertain to their respective offices, subject to the control of the Board of Directors.
Section 5.8. Action with Respect to Securities of Other Corporations or Entities. The Chief Executive Officer, or any other person
or persons to whom the Board of Directors or the Chief Executive Officer has delegated such authority, is authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares or other equity interests of
any other corporation or entity or corporations or entities, standing in the name of the Corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of
attorney duly executed by the person having such authority.
Section 5.9. Delegation. The Board of Directors or an authorized
officer may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding the foregoing provisions of this Article V.
ARTICLE VI
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
Section 6.1 Right to Indemnification. Each person who was or is a party or is threatened to be made a party to, or was or is
otherwise involved in, any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed proceeding, whether brought by or
in the right of the Corporation or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative or other nature (hereinafter a “proceeding”), by reason of the fact that he or
she is or was a director or an officer of the Corporation or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), or by reason of anything done or not done by him or her in any such capacity, shall
be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL,
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as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes, penalties and amounts paid in
settlement by or on behalf of the indemnitee) actually and reasonably incurred by such indemnitee in connection therewith, all on the terms and conditions set forth in these Bylaws; provided, however, that, except as otherwise required
by law or provided in Section 6.4 with respect to suits to enforce rights under this Article VI, the Corporation shall indemnify any such indemnitee in connection with a proceeding, or part thereof, voluntarily initiated by such indemnitee
(including claims and counterclaims, whether such counterclaims are asserted by: (i) such indemnitee; or (ii) the Corporation in a proceeding initiated by such indemnitee) only if such proceeding, or part thereof, was authorized or
ratified by the Board of Directors or the Board of Directors otherwise determines that indemnification or advancement of expenses is appropriate.
Section 6.2 Right to Advancement of Expenses.
(a) In addition to the right to indemnification conferred in Section 6.1, an indemnitee shall, to the fullest extent permitted by law,
also have the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided,
however, that an advancement of expenses shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be
indemnified for such expenses under this Article VI or otherwise.
(b) Notwithstanding the foregoing Section 6.2(a), the Corporation
shall not make or continue to make advancements of expenses to an indemnitee if a determination is reasonably made that the facts known at the time such determination is made demonstrate clearly and convincingly that the indemnitee acted in bad
faith or in a manner that the indemnitee did not reasonably believe to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal proceeding, that the indemnitee had reasonable cause to believe his or her conduct
was unlawful. Such determination shall be made: (i) by the Board of Directors by a majority vote of directors who are not parties to such proceeding, whether or not such majority constitutes a quorum; (ii) by a committee of such directors
designated by a majority vote of such directors, whether or not such majority constitutes a quorum; or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the Board of
Directors, a copy of which shall be delivered to the indemnitee.
Section 6.3 Indemnification for Successful Defense. To the
extent that an indemnitee has been successful on the merits or otherwise in defense of any proceeding (or in defense of any claim, issue or matter therein), such indemnitee shall be indemnified under this Section 6.3 against expenses (including
attorneys’ fees) actually and reasonably incurred in connection with such defense. Indemnification under this Section 6.3 shall not be subject to satisfaction of a standard of conduct, and the Corporation may not assert the failure to
satisfy a standard of conduct as a basis to deny indemnification or recover amounts advanced, including in a suit brought pursuant to Section 6.4 (notwithstanding anything to the contrary therein); provided, however, that, any
indemnitee who is not a current or former director or officer (as such term is defined in the final sentence of Section 145(c)(1) of the DGCL) shall be entitled to indemnification under Section 6.1 and this Section 6.3 only if such
indemnitee has satisfied the standard of conduct required for indemnification under Section 145(a) or Section 145(b) of the DGCL, as applicable.
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Section 6.4 Right of Indemnitee to Bring Suit. If a request for indemnification
under Section 6.1 or Section 6.3 is not paid in full by the Corporation within 60 days, or if a request for an advancement of expenses under Section 6.2 is not paid in full by the Corporation within 20 days, after a written request
has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation in a court of competent jurisdiction in the State of Delaware seeking an adjudication of entitlement to such indemnification or
advancement of expenses. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit to the fullest extent permitted by law. In any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that the indemnitee has not met any applicable standard of conduct for indemnification set forth in Section 145(a) or Section 145(b) of the DGCL. Further, in any suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met any applicable standard of conduct for
indemnification set forth in Section 145(a) or Section 145(b) of the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met such applicable standard of conduct, nor an actual determination
by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under applicable law, this Article VI or otherwise shall be on the Corporation.
Section 6.5 Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter
acquire under any law, agreement, vote of stockholders or disinterested directors, provisions of a certificate of incorporation or bylaws, or otherwise.
Section 6.6 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such
expense, liability or loss under the DGCL.
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Section 6.7 Nature of Rights. The rights conferred upon indemnitees in this
Article VI shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment,
alteration or repeal of this Article VI that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or
alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.
Section 6.8
Settlement of Claims. Notwithstanding anything in this Article VI to the contrary, the Corporation shall not be liable to indemnify any indemnitee under this Article VI for any amounts paid in settlement of any proceeding effected
without the Corporation’s written consent, which consent shall not be unreasonably withheld.
Section 6.9 Subrogation.
In the event of payment under this Article VI, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee (excluding insurance obtained on the indemnitee’s own behalf), and the
indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.
Section 6.10 Severability. If any provision or provisions of this Article VI shall be held to be invalid, illegal or
unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law: (a) the validity, legality and enforceability of such provision in any other circumstance and of the
remaining provisions of this Article VI (including, without limitation, all portions of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid,
illegal or unenforceable) and the application of such provision to other persons or entities or circumstances shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VI
(including, without limitation, all portions of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to
give effect to the intent of the parties that the Corporation provide protection to the indemnitee to the fullest extent set forth in this Article VI.
ARTICLE VII
CAPITAL
STOCK
Section 7.1 Certificates of Stock. The shares of the Corporation shall be uncertificated.
Section 7.2 Transfers of Stock. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation
upon authorization by the registered holder thereof or by such holder’s attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent for such stock, and if such shares are represented by a
certificate; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer.
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Section 7.3 Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the
part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.
Section 7.4 Record Date for Determining Stockholders.
(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjourned meeting,
the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be
more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors
determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjourned meeting; provided, however, that the Board of Directors may fix a
new record date for the determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that
fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(b) In order that the
Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose
of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more
than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating
thereto.
(c) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the
stockholders entitled to express consent to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to express consent to corporate action without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed consent setting forth the action taken or
proposed to be taken was delivered to the Corporation in accordance with Section 2.10. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to express consent to corporate action
without a meeting, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
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Section 7.5 Regulations. To the extent permitted by applicable law, the Board of
Directors may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Corporation.
Section 7.6 Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL or the Certificate of
Incorporation or these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, the Board of Directors or a committee of the Board of Directors need be specified in any
written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.
ARTICLE VIII
GENERAL
MATTERS
Section 8.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January of each year
and end on the last day of December of the same year, or shall extend for such other 12 consecutive months as the Board of Directors may designate.
Section 8.2 Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal
shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.
Section 8.3 Reliance Upon Books, Reports and Records. Each director and each member of any committee designated by the Board of
Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the
Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s
professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.
Section 8.4
Subject to Law and Certificate of Incorporation. All powers, duties and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the Certificate of Incorporation and applicable law.
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Section 8.5 Electronic Signatures, etc. Except as otherwise required by the
Certificate of Incorporation or these Bylaws (including, without limitation, as otherwise required by Section 2.12), any document, including, without limitation, any consent, agreement, certificate or instrument, required by the DGCL, the
Certificate of Incorporation or these Bylaws to be executed by any officer, director, stockholder, employee or agent of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by
applicable law. All other contracts, agreements, certificates or instruments to be executed on behalf of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. The
terms “electronic mail,” “electronic mail address,” “electronic signature” and “electronic transmission” as used herein shall have the meanings ascribed thereto in the DGCL.
ARTICLE IX
AMENDMENTS
Section 9.1 Amendments. In furtherance and not in limitation of the powers conferred by the laws of the State of
Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal these Bylaws. The stockholders may make additional Bylaws and may alter and repeal any Bylaws whether adopted by them or otherwise.
The foregoing Bylaws were adopted by the Board of Directors on 24th of July 2026.
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EX-4.1
EX-4.1
Filename: d148123dex41.htm · Sequence: 4
EX-4.1
Exhibit 4.1
Execution Version
EIGHTH SUPPLEMENTAL INDENTURE
EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 23, 2026, among Taylor Morrison
Communities, Inc., a Delaware corporation (the “Issuer”) and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee under the Indenture referred to below (the
“Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer and the guarantors party thereto (the “Guarantors”) have heretofore executed and delivered to the
Trustee an indenture (as heretofore supplemented, the “Indenture”), dated as of August 1, 2019, providing for the issuance of 5.75% Senior Notes due 2028 (the “Notes”);
WHEREAS, pursuant to Section 9.02 of the Indenture, the Issuer and the Trustee may, with the consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Notes (the “Majority Holders”), amend the Indenture for the amendments provided for in Article II of this Supplemental Indenture (the “Amendments”);
WHEREAS, the Issuer has solicited consents of Holders of the Notes to the Amendments, upon the terms and subject to the conditions set forth
in the Consent Solicitation Statement, dated July 16, 2026 (the “Consent Solicitation Statement”);
WHEREAS,
(i) the Issuer has received the consent of the Majority Holders to the Amendments, reasonably satisfactory evidence of which has been delivered to the Trustee; (ii) the Issuer has delivered to the Trustee simultaneously with the execution
and delivery of this Supplemental Indenture an Officer’s Certificate and Opinion of Counsel as contemplated by Section 7.02(b), Section 9.02, Section 9.06, Section 12.04 and Section 12.05 of the Indenture; and
(iii) the Issuer has satisfied all other conditions required under Article 9 of the Indenture to enable the Issuer and the Trustee to enter into this Supplemental Indenture; and
WHEREAS, pursuant to Sections 9.02 and 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture to
amend and supplement the Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE I.
DEFINITIONS
AND INCORPORATION BY REFERENCE
SECTION 1.01 For purposes of this Supplemental Indenture, the terms defined in the recitals shall have
the meanings therein specified; any capitalized terms used and not defined herein shall have the same respective meanings as assigned to them in the Indenture; and references to Articles or Sections shall, unless the context indicates otherwise, be
references to Articles or Sections of the Indenture.
SECTION 1.02 Any definitions used exclusively in the provisions of the Indenture or the
Notes that are deleted pursuant to the Amendments to the Indenture as set forth in this Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Notes, and
all textual references in the Indenture and the Notes exclusively relating to paragraphs, Sections, Articles or other terms or provisions of the Indenture that have been otherwise deleted pursuant to this Supplemental Indenture are hereby deleted in
their entirety. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section
hereof.
ARTICLE II.
AMENDMENTS TO THE INDENTURE
SECTION 2.01 Section 4.03 of the Indenture is hereby amended and restated in its entirety as follows:
“Section 4.03 Reports.
(a) So long as any Notes are outstanding, the Issuer shall distribute, as provided in this Section 4.03, the following information:
(1) within 90 days after the end of each fiscal year (or such later time period specified in the SEC’s rules and
regulations for large accelerated filers, including any extension as would be permitted by Rule 12b-25 under the Exchange Act or any special order of the SEC), annual consolidated reports of Holdings and its
Subsidiaries containing substantially all of the information that would have been required to be contained in an Annual Report on Form 10-K under the Exchange Act if Holdings had been a reporting company under
the Exchange Act, including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (B) audited financial statements prepared in accordance with Applicable Accounting Standards, but,
without limiting the generality of the foregoing, such reports will not be required to contain information required by Items 1B, 4, 5, 6, 9A, 10, 11, 12 or 14 of Form 10-K;
(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such later time period
specified in the SEC’s rules and regulations for large accelerated filers, including any extension as would be permitted by Rule 12b-25 under the Exchange Act or any special order of the SEC), quarterly
consolidated reports of Holdings and its Subsidiaries containing substantially all of the information that would have been required to be contained in a Quarterly Report on Form 10-Q under the Exchange Act if
Holdings had been a reporting company under the Exchange Act, including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (B) unaudited quarterly financial statements prepared in
accordance with Applicable Accounting Standards but, without limiting the generality of the foregoing, such reports will not be required to contain information required by Item 4 of Part I or Items 1B, 2 or 4 of Part II of Form 10-Q; and
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(3) within five Business Days after the occurrence of each event that would
have been required to be reported in a Current Report on Form 8-K under the Exchange Act if Holdings had been a reporting company under the Exchange Act, current reports containing substantially all of the
information that would have been required to be contained in a Current Report on Form 8-K under the Exchange Act if Holdings had been a reporting company under the Exchange Act; provided, however, that
(A) no such current report will be required to be furnished if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial positions or prospects of the Issuer and its
Restricted Subsidiaries, taken as a whole and (B) such reports will not be required to contain information required by Items 2.02, 3.01, 3.02 or 3.03 of Form 8-K or Items 5.02(c), (d) or (e) of Form 8-K;
provided, however, that all of the foregoing reports (A) will not be required to comply with
Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e)(l)(ii) of Regulation
S-K promulgated by the SEC (with respect to any non-GAAP financial measures contained therein), (B) will not be required to contain the separate financial or non-financial information and disclosures for Guarantors and non-guarantor subsidiaries contemplated by Rule 3-10 and Article 13 of Regulation
S-X promulgated by the SEC and (C) will not be required to contain information required by Item 601 of Regulation S-K.
(b) References under this Section 4.03 to the laws, rules, forms, items, articles and sections shall be to such laws, rules, forms, items,
articles and sections as they exist on the Issue Date, without giving effect to amendments thereto that may take effect after the Issue Date.
(c) In addition, the Issuer agrees that, for so long as any Notes remain outstanding, if at any time it is not required to file with the SEC
the reports required by the foregoing provisions of this Section 4.03, it will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.
(d) Any subsequent restatement of financial statements shall have no retroactive effect for purposes of calculations
previously made pursuant to the covenants contained in this Indenture.
(e) The Issuer shall (1) distribute the information and
reports described in Section 4.03(a) (the “Financial Reports”) electronically to the Trustee and (2) make the Financial Reports available to any Holder or beneficial owner of Notes, any prospective investor, any security
analyst and any market maker affiliated with any Initial Purchaser by posting the Financial Reports on Intralinks or any comparable password protected online data system; provided that the Issuer shall not be required to make available any
password or other login information to any person other than any such Holder, beneficial owner, prospective investor, security analyst or market maker that establishes its identity as such to the reasonable satisfaction of the Issuer. The Trustee
will have no responsibility whatsoever to determine if such posting or filing (or any other filing referenced below) has occurred.
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(f) If at any time the Notes are guaranteed by a direct or indirect parent of Holdings, and
such company has furnished the Financial Reports described herein with respect to such company as required by this Section 4.03 as if such company were Holdings (including any financial information required hereby), Holdings and the Issuer
shall be deemed to be in compliance with the provisions of this Section 4.03. Any information filed with, or furnished to, the SEC within the time periods specified in this Section 4.03 shall be deemed to have been made available and
distributed to the Trustee as required by this Section 4.03, and to the extent such filings comply with the rules and regulations of the SEC regarding such filings, they will be deemed to comply with the requirements of this Section 4.03.
If Holdings or a direct or indirect parent of Holdings files with or furnishes to the SEC (a) an Annual Report on Form 10-K with respect to a fiscal year that complies in all material respects
with the rules and regulations of the SEC regarding such filing, then such filing shall be deemed to satisfy the requirements of Section 4.03(a)(1) with respect to the relevant fiscal year; (b) a quarterly report on Form 10-Q with respect to a fiscal quarter that complies in all material respects with the rules and regulations of the SEC regarding such filing, then such filing shall be deemed to satisfy the
requirements of Section 4.03(a)(2) with respect to the relevant fiscal quarter; and (c) a current report on Form 8-K with respect to any of the events described Section 4.03(a)(3) that
complies in all material respects with the rules and regulations of the SEC regarding such filing, then such filing shall be deemed to satisfy the requirements of Section 4.03(a)(3) with respect to such event (each of (a), (b) and (c),
“Substitute Reports”); provided, in each case of clause (a) through (c), that such filings include such disclosure (as determined by the Issuer) as is reasonably necessary to describe any material differences
between the consolidated financial information of such direct or indirect parent and the consolidated financial information of Holdings, which may be in a summary format or other manner determined by the Issuer to be sufficient to convey such
material differences. The subsequent filing or making available of any materials required by this Section 4.03 shall be deemed automatically to cure any Default or Event of Default resulting from the failure to file or make available such
materials within the required time frame. The Trustee shall have no obligation whatsoever to determine whether or not such filings referred to in this Section 4.03 have been made.
(g) Notwithstanding any other provision of this Section 4.03, at any time that Berkshire Hathaway Inc. (“Berkshire”) is
a Guarantor and so long as any Notes are outstanding, the Issuer covenants to deliver to the Trustee, within 15 days after the Issuer is required to file the same with the SEC, copies of the annual reports and of the information, documents, and
other reports to the extent that the Issuer is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act or pursuant to Section 314 of the TIA; provided, further, that the filing of such reports
specified in Section 13 or 15(d) of the Exchange Act by Berkshire shall satisfy the requirements of this Section 4.03; provided, further, that the reports of Berkshire shall not be required to include condensed consolidating
financial information for Holdings or the Issuer in a footnote to the financial statements of such entity or otherwise. Any reports, information and documents filed with or furnished to the SEC via the EDGAR system will be deemed to be delivered to
the Trustee as of the time of such filing via EDGAR for purposes of this Section 4.03.
Any subsequent restatement of financial
statements shall have no retroactive effect for purposes of calculations previously made pursuant to the covenants contained in this Indenture. The subsequent filing or making available of any materials required by this Section 4.03 shall be
deemed automatically to cure any Default or Event of Default resulting from the failure to file or make available such materials within the required time frame. The Trustee shall have no obligation whatsoever to determine whether or not such filings
referred to in this Section 4.03 have been made.
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For the avoidance of doubt, if the Issuer complies with the provisions of this clause
(g) it shall not be required to comply with any other provision of this Section 4.03.”
SECTION 2.02 Section 5.01 of the
Indenture is hereby amended and restated in its entirety as follows:
“Section 5.01 Merger,
Consolidation, or Sale of Assets.
(a) None of Holdings, the Restricted Parent nor the Issuer shall, directly or indirectly:
(i) consolidate or merge with or into another Person (whether or not it is the surviving corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Restricted
Parent and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless:
(1) in the case of a consolidation or merger of, or a sale, assignment, transfer, conveyance or other disposition by, the
Issuer or the Restricted Parent, the Person formed by or surviving any such consolidation or merger (if other than the Issuer or the Restricted Parent) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a
corporation or other Person, organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if any successor Issuer is not a corporation, then a Person that is a corporation shall
become a co-issuer or co-obligor of the Notes and the Issuer’s obligations under this Indenture;
(2) the Person formed by or surviving any such consolidation or merger (if other than Holdings, the Restricted Parent or the
Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Holdings, the Restricted Parent and/or the Issuer, as applicable, under the Notes or the Note Guarantees, as
applicable, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; and
(3) immediately after
such transaction, no Default or Event of Default exists.
In addition, the Restricted Parent shall not, and shall not permit its
Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Restricted Parent and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person.
(b) The provisions of Section 5.01(a) shall not apply to:
(1) a merger of Holdings, the Restricted Parent or the Issuer with an Affiliate solely for the purpose of reincorporating
Holdings, the Restricted Parent or the Issuer in another jurisdiction; provided that in the case of the Issuer and the Restricted Parent such other jurisdiction is any state of the United States or the District of Columbia;
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(2) any consolidation or merger, or any sale, assignment, transfer,
conveyance, lease or other disposition of assets between or among the Restricted Parent and its Restricted Subsidiaries; or
(3) any sale or other transfer of assets pursuant to a Designated Asset Sale or that constitute Excess Designated Proceeds.
(c) In the event that any entity that is the direct or indirect parent of Holdings is an obligor or guarantor on the Notes (such entity,
“New Parent”), then the specific references to the phrase “Restricted Parent and its Restricted Subsidiaries” in this Section 5.01 shall be replaced with the phrase “New Parent and its Subsidiaries.”
ARTICLE III.
EFFECTIVENESS
SECTION
3.01
(a) This Supplemental Indenture shall be effective on the date hereof. The Amendments shall become operative upon the satisfaction of
the following conditions (the “Supplemental Indenture Operative Date”):
(i) The consummation of the Merger (as
defined in the Consent Solicitation Statement); and
(ii) the Issuer delivers to the Trustee written confirmation (which
may be by electronic mail) of the payment by the Issuer of the Consent Fee (as defined in the Consent Solicitation Statement) in accordance with the terms and conditions of the Consent Solicitation Statement.
(b) Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in
all respects. From and after the Supplemental Indenture Operative Date, all references to the Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and
supplemented by this Supplemental Indenture and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
ARTICLE IV.
MISCELLANEOUS
SECTION
4.01 The Amendments to the Indenture set forth in this Supplemental Indenture shall also apply to the Notes, including, without limitation, provisions of the Notes as set forth in the Exhibits to the Indenture.
SECTION 4.02 The terms and conditions of this Supplemental Indenture shall be deemed to be incorporated in and made a part of the terms and
conditions of the Indenture for any and all purposes, and all the terms and conditions of both shall be read, taken and construed together as though they constitute one and the same instrument, except that in the case of conflict, the provisions of
this Supplemental Indenture will control.
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SECTION 4.03 All covenants and agreements in this Supplemental Indenture by the Issuer and
the Trustee shall bind their respective successors and assigns, whether so expressed or not.
SECTION 4.04 In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 4.05 Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.
SECTION 4.06 NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
SECTION 4.07 The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original (including copies
transmitted via facsimile or electronic mail), but all of them together represent the same agreement. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission shall be deemed to be their original signatures for
all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Supplemental Indenture or any document to be signed in connection with this
Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical
delivery thereof or the use of a paper based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. Each party hereto shall be entitled to conclusively rely
upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity
thereof.
SECTION 4.08 The Section headings herein are for convenience only and shall not affect the construction hereof.
SECTION 4.09 The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer.
[Signature pages follow.]
7
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.
ISSUER:
TAYLOR MORRISON COMMUNITIES, INC.
By:
/s/ Todd Merrill
Name: S. Todd Merrill
Title: Executive Vice President, Chief Legal Officer and Secretary
[Signature Page to 2028 Notes – Eighth Supplemental Indenture]
TRUSTEE:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:
/s/ Quinton M. DePompolo
Name: Quinton M. DePompolo
Title: Vice President
[Signature Page to 2028 Notes – Eighth Supplemental Indenture]
EX-4.2
EX-4.2
Filename: d148123dex42.htm · Sequence: 5
EX-4.2
Exhibit 4.2
Execution Version
SIXTH SUPPLEMENTAL INDENTURE
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 23, 2026, among Taylor Morrison
Communities, Inc., a Delaware corporation (the “Issuer”) and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee under the Indenture referred to below (the
“Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer and the guarantors party thereto (the “Guarantors”) have heretofore executed and delivered to the
Trustee an indenture (as heretofore supplemented, the “Indenture”), dated as of July 22, 2020, providing for the issuance of 5.125% Senior Notes due 2030 (the “Notes”);
WHEREAS, pursuant to Section 9.02 of the Indenture, the Issuer and the Trustee may, with the consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Notes (the “Majority Holders”), amend the Indenture for the amendments provided for in Article II of this Supplemental Indenture (the “Amendments”);
WHEREAS, the Issuer has solicited consents of Holders of the Notes to the Amendments, upon the terms and subject to the conditions set forth
in the Consent Solicitation Statement, dated July 16, 2026 (the “Consent Solicitation Statement”);
WHEREAS,
(i) the Issuer has received the consent of the Majority Holders to the Amendments, reasonably satisfactory evidence of which has been delivered to the Trustee; (ii) the Issuer has delivered to the Trustee simultaneously with the execution
and delivery of this Supplemental Indenture an Officer’s Certificate and Opinion of Counsel as contemplated by Section 7.02(b), Section 9.02, Section 9.06, Section 12.04 and Section 12.05 of the Indenture; and
(iii) the Issuer has satisfied all other conditions required under Article 9 of the Indenture to enable the Issuer and the Trustee to enter into this Supplemental Indenture; and
WHEREAS, pursuant to Sections 9.02 and 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture to
amend and supplement the Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE I.
DEFINITIONS
AND INCORPORATION BY REFERENCE
SECTION 1.01 For purposes of this Supplemental Indenture, the terms defined in the recitals shall have
the meanings therein specified; any capitalized terms used and not defined herein shall have the same respective meanings as assigned to them in the Indenture; and references to Articles or Sections shall, unless the context indicates otherwise, be
references to Articles or Sections of the Indenture.
SECTION 1.02 Any definitions used exclusively in the provisions of the Indenture or the
Notes that are deleted pursuant to the Amendments to the Indenture as set forth in this Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Notes, and
all textual references in the Indenture and the Notes exclusively relating to paragraphs, Sections, Articles or other terms or provisions of the Indenture that have been otherwise deleted pursuant to this Supplemental Indenture are hereby deleted in
their entirety. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section
hereof.
ARTICLE II.
AMENDMENTS TO THE INDENTURE
SECTION 2.01 Section 4.03 of the Indenture is hereby amended and restated in its entirety as follows:
“Section 4.03 Reports.
(a) So long as any Notes are outstanding, the Issuer shall distribute, as provided in this Section 4.03, the following information:
(1) within 90 days after the end of each fiscal year (or such later time period specified in the SEC’s rules and
regulations for large accelerated filers, including any extension as would be permitted by Rule 12b-25 under the Exchange Act or any special order of the SEC), annual consolidated reports of Holdings and its
Subsidiaries containing substantially all of the information that would have been required to be contained in an Annual Report on Form 10-K under the Exchange Act if Holdings had been a reporting company under
the Exchange Act, including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (B) audited financial statements prepared in accordance with Applicable Accounting Standards, but,
without limiting the generality of the foregoing, such reports will not be required to contain information required by Items 1B, 4, 5, 6, 9A, 10, 11, 12 or 14 of Form 10-K;
(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such later time period
specified in the SEC’s rules and regulations for large accelerated filers, including any extension as would be permitted by Rule 12b-25 under the Exchange Act or any special order of the SEC), quarterly
consolidated reports of Holdings and its Subsidiaries containing substantially all of the information that would have been required to be contained in a Quarterly Report on Form 10-Q under the Exchange Act if
Holdings had been a reporting company under the Exchange Act, including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (B) unaudited quarterly financial statements prepared in
accordance with Applicable Accounting Standards but, without limiting the generality of the foregoing, such reports will not be required to contain information required by Item 4 of Part I or Items 1B, 2 or 4 of Part II of Form 10-Q; and
2
(3) within five Business Days after the occurrence of each event that would
have been required to be reported in a Current Report on Form 8-K under the Exchange Act if Holdings had been a reporting company under the Exchange Act, current reports containing substantially all of the
information that would have been required to be contained in a Current Report on Form 8-K under the Exchange Act if Holdings had been a reporting company under the Exchange Act; provided, however, that
(A) no such current report will be required to be furnished if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial positions or prospects of the Issuer and its
Restricted Subsidiaries, taken as a whole and (B) such reports will not be required to contain information required by Items 2.02, 3.01, 3.02 or 3.03 of Form 8-K or Items 5.02(c), (d) or (e) of Form 8-K;
provided, however, that all of the foregoing reports (A) will not be required to comply with
Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e)(l)(ii) of Regulation
S-K promulgated by the SEC (with respect to any non-GAAP financial measures contained therein), (B) will not be required to contain the separate financial or non-financial information and disclosures for Guarantors and non-guarantor subsidiaries contemplated by Rule 3-10 and Article 13 of Regulation
S-X promulgated by the SEC and (C) will not be required to contain information required by Item 601 of Regulation S-K.
(b) References under this Section 4.03 to the laws, rules, forms, items, articles and sections shall be to such laws, rules, forms, items,
articles and sections as they exist on the Issue Date, without giving effect to amendments thereto that may take effect after the Issue Date.
(c) In addition, the Issuer agrees that, for so long as any Notes remain outstanding, if at any time it is not required to file with the SEC
the reports required by the foregoing provisions of this Section 4.03, it will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.
(d) Any subsequent restatement of financial statements shall have no retroactive effect for purposes of calculations
previously made pursuant to the covenants contained in this Indenture.
(e) The Issuer shall (1) distribute the information and
reports described in Section 4.03(a) (the “Financial Reports”) electronically to the Trustee and (2) make the Financial Reports available to any Holder or beneficial owner of Notes, any prospective investor, any security
analyst and any market maker affiliated with any Initial Purchaser by posting the Financial Reports on Intralinks or any comparable password protected online data system; provided that the Issuer shall not be required to make available any
password or other login information to any person other than any such Holder, beneficial owner, prospective investor, security analyst or market maker that establishes its identity as such to the reasonable satisfaction of the Issuer. The Trustee
will have no responsibility whatsoever to determine if such posting or filing (or any other filing referenced below) has occurred.
3
(f) If at any time the Notes are guaranteed by a direct or indirect parent of Holdings, and
such company has furnished the Financial Reports described herein with respect to such company as required by this Section 4.03 as if such company were Holdings (including any financial information required hereby), Holdings and the Issuer
shall be deemed to be in compliance with the provisions of this Section 4.03. Any information filed with, or furnished to, the SEC within the time periods specified in this Section 4.03 shall be deemed to have been made available and
distributed to the Trustee as required by this Section 4.03, and to the extent such filings comply with the rules and regulations of the SEC regarding such filings, they will be deemed to comply with the requirements of this Section 4.03.
If Holdings or a direct or indirect parent of Holdings files with or furnishes to the SEC (a) an Annual Report on Form 10-K with respect to a fiscal year that complies in all material respects
with the rules and regulations of the SEC regarding such filing, then such filing shall be deemed to satisfy the requirements of Section 4.03(a)(1) with respect to the relevant fiscal year; (b) a quarterly report on Form 10-Q with respect to a fiscal quarter that complies in all material respects with the rules and regulations of the SEC regarding such filing, then such filing shall be deemed to satisfy the
requirements of Section 4.03(a)(2) with respect to the relevant fiscal quarter; and (c) a current report on Form 8-K with respect to any of the events described Section 4.03(a)(3) that
complies in all material respects with the rules and regulations of the SEC regarding such filing, then such filing shall be deemed to satisfy the requirements of Section 4.03(a)(3) with respect to such event (each of (a), (b) and (c),
“Substitute Reports”); provided, in each case of clause (a) through (c), that such filings include such disclosure (as determined by the Issuer) as is reasonably necessary to describe any material differences
between the consolidated financial information of such direct or indirect parent and the consolidated financial information of Holdings, which may be in a summary format or other manner determined by the Issuer to be sufficient to convey such
material differences. The subsequent filing or making available of any materials required by this Section 4.03 shall be deemed automatically to cure any Default or Event of Default resulting from the failure to file or make available such
materials within the required time frame. The Trustee shall have no obligation whatsoever to determine whether or not such filings referred to in this Section 4.03 have been made.
(g) Notwithstanding any other provision of this Section 4.03, at any time that Berkshire Hathaway Inc. (“Berkshire”) is
a Guarantor and so long as any Notes are outstanding, the Issuer covenants to deliver to the Trustee, within 15 days after the Issuer is required to file the same with the SEC, copies of the annual reports and of the information, documents, and
other reports to the extent that the Issuer is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act or pursuant to Section 314 of the TIA; provided, further, that the filing of such reports
specified in Section 13 or 15(d) of the Exchange Act by Berkshire shall satisfy the requirements of this Section 4.03; provided, further, that the reports of Berkshire shall not be required to include condensed consolidating
financial information for Holdings or the Issuer in a footnote to the financial statements of such entity or otherwise. Any reports, information and documents filed with or furnished to the SEC via the EDGAR system will be deemed to be delivered to
the Trustee as of the time of such filing via EDGAR for purposes of this Section 4.03.
Any subsequent restatement of financial
statements shall have no retroactive effect for purposes of calculations previously made pursuant to the covenants contained in this Indenture. The subsequent filing or making available of any materials required by this Section 4.03 shall be
deemed automatically to cure any Default or Event of Default resulting from the failure to file or make available such materials within the required time frame. The Trustee shall have no obligation whatsoever to determine whether or not such filings
referred to in this Section 4.03 have been made.
4
For the avoidance of doubt, if the Issuer complies with the provisions of this clause
(g) it shall not be required to comply with any other provision of this Section 4.03.”
SECTION 2.02 Section 5.01 of the
Indenture is hereby amended and restated in its entirety as follows:
“Section 5.01 Merger,
Consolidation, or Sale of Assets.
(a) None of Holdings, the Restricted Parent nor the Issuer shall, directly or indirectly:
(i) consolidate or merge with or into another Person (whether or not it is the surviving corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Restricted
Parent and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless:
(1) in the case of a consolidation or merger of, or a sale, assignment, transfer, conveyance or other disposition by, the
Issuer or the Restricted Parent, the Person formed by or surviving any such consolidation or merger (if other than the Issuer or the Restricted Parent) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a
corporation or other Person, organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if any successor Issuer is not a corporation, then a Person that is a corporation shall
become a co-issuer or co-obligor of the Notes and the Issuer’s obligations under this Indenture;
(2) the Person formed by or surviving any such consolidation or merger (if other than Holdings, the Restricted Parent or the
Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Holdings, the Restricted Parent and/or the Issuer, as applicable, under the Notes or the Note Guarantees, as
applicable, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; and
(3) immediately after
such transaction, no Default or Event of Default exists.
In addition, the Restricted Parent shall not, and shall not permit its Restricted
Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Restricted Parent and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person.
(b) The provisions of Section 5.01(a) shall not apply to:
(1) a merger of Holdings, the Restricted Parent or the Issuer with an Affiliate solely for the purpose of reincorporating
Holdings, the Restricted Parent or the Issuer in another jurisdiction; provided that in the case of the Issuer and the Restricted Parent such other jurisdiction is any state of the United States or the District of Columbia;
5
(2) any consolidation or merger, or any sale, assignment, transfer,
conveyance, lease or other disposition of assets between or among the Restricted Parent and its Restricted Subsidiaries; or
(3) any sale or other transfer of assets pursuant to a Designated Asset Sale or that constitute Excess Designated Proceeds.
(c) In the event that any entity that is the direct or indirect parent of Holdings is an obligor or guarantor on the Notes (such entity,
“New Parent”), then the specific references to the phrase “Restricted Parent and its Restricted Subsidiaries” in this Section 5.01 shall be replaced with the phrase “New Parent and its Subsidiaries.”
ARTICLE III.
EFFECTIVENESS
SECTION
3.01
(a) This Supplemental Indenture shall be effective on the date hereof. The Amendments shall become operative upon the satisfaction
of the following conditions (the “Supplemental Indenture Operative Date”):
(i) The consummation of the Merger
(as defined in the Consent Solicitation Statement); and
(ii) the Issuer delivers to the Trustee written confirmation
(which may be by electronic mail) of the payment by the Issuer of the Consent Fee (as defined in the Consent Solicitation Statement) in accordance with the terms and conditions of the Consent Solicitation Statement.
(b) Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in
all respects. From and after the Supplemental Indenture Operative Date, all references to the Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and
supplemented by this Supplemental Indenture and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
ARTICLE IV.
MISCELLANEOUS
SECTION
4.01 The Amendments to the Indenture set forth in this Supplemental Indenture shall also apply to the Notes, including, without limitation, provisions of the Notes as set forth in the Exhibits to the Indenture.
SECTION 4.02 The terms and conditions of this Supplemental Indenture shall be deemed to be incorporated in and made a part of the terms and
conditions of the Indenture for any and all purposes, and all the terms and conditions of both shall be read, taken and construed together as though they constitute one and the same instrument, except that in the case of conflict, the provisions of
this Supplemental Indenture will control.
6
SECTION 4.03 All covenants and agreements in this Supplemental Indenture by the Issuer and
the Trustee shall bind their respective successors and assigns, whether so expressed or not.
SECTION 4.04 In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 4.05 Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.
SECTION 4.06 NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
SECTION 4.07 The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original (including copies
transmitted via facsimile or electronic mail), but all of them together represent the same agreement. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission shall be deemed to be their original signatures for
all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Supplemental Indenture or any document to be signed in connection with this
Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical
delivery thereof or the use of a paper based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. Each party hereto shall be entitled to conclusively rely
upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity
thereof.
SECTION 4.08 The Section headings herein are for convenience only and shall not affect the construction hereof.
SECTION 4.09 The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer.
[Signature pages follow.]
7
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.
ISSUER:
TAYLOR MORRISON COMMUNITIES, INC.
By:
/s/ Todd Merrill
Name: S. Todd Merrill
Title: Executive Vice President, Chief Legal Officer and Secretary
[Signature Page to 2030 Notes – Sixth Supplemental Indenture]
TRUSTEE:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:
/s/ Quinton M. DePompolo
Name: Quinton M. DePompolo
Title: Vice President
[Signature Page to 2030 Notes – Sixth Supplemental Indenture]
EX-4.3
EX-4.3
Filename: d148123dex43.htm · Sequence: 6
EX-4.3
Exhibit 4.3
Execution Version
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 23, 2026, among Taylor Morrison
Communities, Inc., a Delaware corporation (the “Issuer”) and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS,
the Issuer and the guarantors party thereto (the “Guarantors”) have heretofore executed and delivered to the Trustee an indenture (as heretofore supplemented, the “Indenture”), dated as of November 10, 2025
providing for the issuance of 5.750% Senior Notes due 2032 (the “Notes”);
WHEREAS, pursuant to Section 9.02 of
the Indenture, the Issuer and the Trustee may, with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes (the “Majority Holders”), amend the Indenture for the amendments provided
for in Article II of this Supplemental Indenture (the “Amendments”);
WHEREAS, the Issuer has solicited consents of
Holders of the Notes to the Amendments, upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated July 16, 2026 (the “Consent Solicitation Statement”);
WHEREAS, (i) the Issuer has received the consent of the Majority Holders to the Amendments, reasonably satisfactory evidence of which has
been delivered to the Trustee; (ii) the Issuer has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Officer’s Certificate and Opinion of Counsel as contemplated by
Section 7.02(b), Section 9.02, Section 9.06, Section 12.04 and Section 12.05 of the Indenture; and (iii) the Issuer has satisfied all other conditions required under Article 9 of the Indenture to enable the Issuer and
the Trustee to enter into this Supplemental Indenture; and
WHEREAS, pursuant to Sections 9.02 and 9.06 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture to amend and supplement the Indenture.
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE I.
DEFINITIONS
AND INCORPORATION BY REFERENCE
SECTION 1.01 For purposes of this Supplemental Indenture, the terms defined in the recitals shall have
the meanings therein specified; any capitalized terms used and not defined herein shall have the same respective meanings as assigned to them in the Indenture; and references to Articles or Sections shall, unless the context indicates otherwise, be
references to Articles or Sections of the Indenture.
SECTION 1.02 Any definitions used exclusively in the provisions of the Indenture or the
Notes that are deleted pursuant to the Amendments to the Indenture as set forth in this Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Notes, and
all textual references in the Indenture and the Notes exclusively relating to paragraphs, Sections, Articles or other terms or provisions of the Indenture that have been otherwise deleted pursuant to this Supplemental Indenture are hereby deleted in
their entirety. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section
hereof.
ARTICLE II.
AMENDMENTS TO THE INDENTURE
SECTION 2.01 Section 4.03 of the Indenture is hereby amended and restated in its entirety as follows:
“Section 4.03 Reports.
(a) So long as any Notes are outstanding, the Issuer shall distribute, as provided in this Section 4.03, the following information:
(1) within 90 days after the end of each fiscal year (or such later time period specified in the SEC’s rules and
regulations for large accelerated filers, including any extension as would be permitted by Rule 12b-25 under the Exchange Act or any special order of the SEC), annual consolidated reports of Holdings and its
Subsidiaries containing substantially all of the information that would have been required to be contained in an Annual Report on Form 10-K under the Exchange Act if Holdings had been a reporting company under
the Exchange Act, including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (B) audited financial statements prepared in accordance with Applicable Accounting Standards, but,
without limiting the generality of the foregoing, such reports will not be required to contain information required by Items 1B, 4, 5, 6, 9A, 10, 11, 12 or 14 of Form 10-K;
(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such later time period
specified in the SEC’s rules and regulations for large accelerated filers, including any extension as would be permitted by Rule 12b-25 under the Exchange Act or any special order of the SEC), quarterly
consolidated reports of Holdings and its Subsidiaries containing substantially all of the information that would have been required to be contained in a Quarterly Report on Form 10-Q under the Exchange Act if
Holdings had been a reporting company under the Exchange Act, including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (B) unaudited quarterly financial statements prepared in
accordance with Applicable Accounting Standards but, without limiting the generality of the foregoing, such reports will not be required to contain information required by Item 4 of Part I or Items 1B, 2 or 4 of Part II of Form 10-Q; and
2
(3) within five Business Days after the occurrence of each event that would
have been required to be reported in a Current Report on Form 8-K under the Exchange Act if Holdings had been a reporting company under the Exchange Act, current reports containing substantially all of the
information that would have been required to be contained in a Current Report on Form 8-K under the Exchange Act if Holdings had been a reporting company under the Exchange Act; provided, however, that
(A) no such current report will be required to be furnished if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial positions or prospects of the Issuer and its
Restricted Subsidiaries, taken as a whole and (B) such reports will not be required to contain information required by Items 2.02, 3.01, 3.02 or 3.03 of Form 8-K or Items 5.02(c), (d) or (e) of Form 8-K;
provided, however, that all of the foregoing reports (A) will not be required to comply with
Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e)(l)(ii) of Regulation
S-K promulgated by the SEC (with respect to any non-GAAP financial measures contained therein), (B) will not be required to contain the separate financial or non-financial information and disclosures for Guarantors and non-guarantor subsidiaries contemplated by Rule 3-10 and Article 13 of Regulation
S-X promulgated by the SEC and (C) will not be required to contain information required by Item 601 of Regulation S-K.
(b) References under this Section 4.03 to the laws, rules, forms, items, articles and sections shall be to such laws, rules, forms, items,
articles and sections as they exist on the Issue Date, without giving effect to amendments thereto that may take effect after the Issue Date.
(c) In addition, the Issuer agrees that, for so long as any Notes remain outstanding, if at any time it is not required to file with the SEC
the reports required by the foregoing provisions of this Section 4.03, it will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.
(d) Any subsequent restatement of financial statements shall have no retroactive effect for purposes of calculations
previously made pursuant to the covenants contained in this Indenture.
(e) The Issuer shall (1) distribute the information and
reports described in Section 4.03(a) (the “Financial Reports”) electronically to the Trustee and (2) make the Financial Reports available to any Holder or beneficial owner of Notes, any prospective investor, any security
analyst and any market maker affiliated with any Initial Purchaser by posting the Financial Reports on Intralinks or any comparable password protected online data system; provided that the Issuer shall not be required to make available any
password or other login information to any person other than any such Holder, beneficial owner, prospective investor, security analyst or market maker that establishes its identity as such to the reasonable satisfaction of the Issuer. The Trustee
will have no responsibility whatsoever to determine if such posting or filing (or any other filing referenced below) has occurred.
3
(f) If at any time the Notes are guaranteed by a direct or indirect parent of Holdings, and
such company has furnished the Financial Reports described herein with respect to such company as required by this Section 4.03 as if such company were Holdings (including any financial information required hereby), Holdings and the Issuer
shall be deemed to be in compliance with the provisions of this Section 4.03. Any information filed with, or furnished to, the SEC within the time periods specified in this Section 4.03 shall be deemed to have been made available and
distributed to the Trustee as required by this Section 4.03, and to the extent such filings comply with the rules and regulations of the SEC regarding such filings, they will be deemed to comply with the requirements of this Section 4.03.
If Holdings or a direct or indirect parent of Holdings files with or furnishes to the SEC (a) an Annual Report on Form 10-K with respect to a fiscal year that complies in all material respects
with the rules and regulations of the SEC regarding such filing, then such filing shall be deemed to satisfy the requirements of Section 4.03(a)(1) with respect to the relevant fiscal year; (b) a quarterly report on Form 10-Q with respect to a fiscal quarter that complies in all material respects with the rules and regulations of the SEC regarding such filing, then such filing shall be deemed to satisfy the
requirements of Section 4.03(a)(2) with respect to the relevant fiscal quarter; and (c) a current report on Form 8-K with respect to any of the events described Section 4.03(a)(3) that
complies in all material respects with the rules and regulations of the SEC regarding such filing, then such filing shall be deemed to satisfy the requirements of Section 4.03(a)(3) with respect to such event (each of (a), (b) and (c),
“Substitute Reports”); provided, in each case of clause (a) through (c), that such filings include such disclosure (as determined by the Issuer) as is reasonably necessary to describe any material differences
between the consolidated financial information of such direct or indirect parent and the consolidated financial information of Holdings, which may be in a summary format or other manner determined by the Issuer to be sufficient to convey such
material differences. The subsequent filing or making available of any materials required by this Section 4.03 shall be deemed automatically to cure any Default or Event of Default resulting from the failure to file or make available such
materials within the required time frame. The Trustee shall have no obligation whatsoever to determine whether or not such filings referred to in this Section 4.03 have been made.
(g) Notwithstanding any other provision of this Section 4.03, at any time that Berkshire Hathaway Inc. (“Berkshire”) is
a Guarantor and so long as any Notes are outstanding, the Issuer covenants to deliver to the Trustee, within 15 days after the Issuer is required to file the same with the SEC, copies of the annual reports and of the information, documents, and
other reports to the extent that the Issuer is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act or pursuant to Section 314 of the TIA; provided, further, that the filing of such reports
specified in Section 13 or 15(d) of the Exchange Act by Berkshire shall satisfy the requirements of this Section 4.03; provided, further, that the reports of Berkshire shall not be required to include condensed consolidating
financial information for Holdings or the Issuer in a footnote to the financial statements of such entity or otherwise. Any reports, information and documents filed with or furnished to the SEC via the EDGAR system will be deemed to be delivered to
the Trustee as of the time of such filing via EDGAR for purposes of this Section 4.03.
Any subsequent restatement of financial
statements shall have no retroactive effect for purposes of calculations previously made pursuant to the covenants contained in this Indenture. The subsequent filing or making available of any materials required by this Section 4.03 shall be
deemed automatically to cure any Default or Event of Default resulting from the failure to file or make available such materials within the required time frame. The Trustee shall have no obligation whatsoever to determine whether or not such filings
referred to in this Section 4.03 have been made.
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For the avoidance of doubt, if the Issuer complies with the provisions of this clause
(g) it shall not be required to comply with any other provision of this Section 4.03.”
SECTION 2.02 Section 5.01 of the
Indenture is hereby amended and restated in its entirety as follows:
“Section 5.01 Merger,
Consolidation, or Sale of Assets.
(a) None of Holdings, the Restricted Parent nor the Issuer shall, directly or indirectly:
(i) consolidate or merge with or into another Person (whether or not it is the surviving corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Restricted
Parent and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless:
(1) in the case of a consolidation or merger of, or a sale, assignment, transfer, conveyance or other disposition by, the
Issuer or the Restricted Parent, the Person formed by or surviving any such consolidation or merger (if other than the Issuer or the Restricted Parent) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a
corporation or other Person, organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if any successor Issuer is not a corporation, then a Person that is a corporation shall
become a co-issuer or co-obligor of the Notes and the Issuer’s obligations under this Indenture;
(2) the Person formed by or surviving any such consolidation or merger (if other than Holdings, the Restricted Parent or the
Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Holdings, the Restricted Parent and/or the Issuer, as applicable, under the Notes or the Note Guarantees, as
applicable, and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; and
(3) immediately after
such transaction, no Default or Event of Default exists.
In addition, the Restricted Parent shall not, and shall not permit its
Restricted Subsidiaries to, directly or indirectly, lease all or substantially all of the properties and assets of the Restricted Parent and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person.
(b) The provisions of Section 5.01(a) shall not apply to:
(1) a merger of Holdings, the Restricted Parent or the Issuer with an Affiliate solely for the purpose of reincorporating
Holdings, the Restricted Parent or the Issuer in another jurisdiction; provided that in the case of the Issuer and the Restricted Parent such other jurisdiction is any state of the United States or the District of Columbia;
5
(2) any consolidation or merger, or any sale, assignment, transfer,
conveyance, lease or other disposition of assets between or among the Restricted Parent and its Restricted Subsidiaries; or
(3) any sale or other transfer of assets pursuant to a Designated Asset Sale or that constitute Excess Designated Proceeds.
(c) In the event that any entity that is the direct or indirect parent of Holdings is an obligor or guarantor on the Notes (such entity,
“New Parent”), then the specific references to the phrase “Restricted Parent and its Restricted Subsidiaries” in this Section 5.01 shall be replaced with the phrase “New Parent and its Subsidiaries.”
ARTICLE III.
EFFECTIVENESS
SECTION
3.01
(a) This Supplemental Indenture shall be effective on the date hereof. The Amendments shall become operative upon the satisfaction of
the following conditions (the “Supplemental Indenture Operative Date”):
(i) The consummation of the Merger (as
defined in the Consent Solicitation Statement); and
(ii) the Issuer delivers to the Trustee written confirmation (which
may be by electronic mail) of the payment by the Issuer of the Consent Fee (as defined in the Consent Solicitation Statement) in accordance with the terms and conditions of the Consent Solicitation Statement.
(b) Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in
all respects. From and after the Supplemental Indenture Operative Date, all references to the Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and
supplemented by this Supplemental Indenture and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
ARTICLE IV.
MISCELLANEOUS
SECTION
4.01 The Amendments to the Indenture set forth in this Supplemental Indenture shall also apply to the Notes, including, without limitation, provisions of the Notes as set forth in the Exhibits to the Indenture.
SECTION 4.02 The terms and conditions of this Supplemental Indenture shall be deemed to be incorporated in and made a part of the terms and
conditions of the Indenture for any and all purposes, and all the terms and conditions of both shall be read, taken and construed together as though they constitute one and the same instrument, except that in the case of conflict, the provisions of
this Supplemental Indenture will control.
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SECTION 4.03 All covenants and agreements in this Supplemental Indenture by the Issuer and
the Trustee shall bind their respective successors and assigns, whether so expressed or not.
SECTION 4.04 In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 4.05 Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.
SECTION 4.06 NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
SECTION 4.07 The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original (including copies
transmitted via facsimile or electronic mail), but all of them together represent the same agreement. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission shall be deemed to be their original signatures for
all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Supplemental Indenture or any document to be signed in connection with this
Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical
delivery thereof or the use of a paper based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. Each party hereto shall be entitled to conclusively rely
upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity
thereof.
SECTION 4.08 The Section headings herein are for convenience only and shall not affect the construction hereof.
SECTION 4.09 The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer.
[Signature pages follow.]
7
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.
ISSUER:
TAYLOR MORRISON COMMUNITIES, INC.
By:
/s/ Todd Merrill
Name:
S. Todd Merrill
Title:
Executive Vice President, Chief Legal Officer and Secretary
[Signature Page to 2032 Notes – Second Supplemental Indenture]
TRUSTEE:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:
/s/ Quinton M. DePompolo
Name:
Quinton M. DePompolo
Title:
Vice President
[Signature Page to 2032 Notes – Second Supplemental Indenture]
EX-10.1
EX-10.1
Filename: d148123dex101.htm · Sequence: 7
EX-10.1
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO.
1, dated as of July 20, 2026 (this “Amendment”), among TAYLOR MORRISON COMMUNITIES, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto (constituting the Requisite Lenders under the
Existing Credit Agreement) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, to the Existing Credit Agreement (as defined below).
WHEREAS, reference is made to that certain Second Amended and Restated Credit Agreement, dated as of December 22, 2025 (as amended,
restated, amended or restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, the Existing Credit Agreement as amended by this Amendment, the “Amended Credit
Agreement”), among the Borrower, TAYLOR MORRISON HOME III CORPORATION (“Holdings”), TAYLOR MORRISON HOLDINGS, INC., TAYLOR MORRISON FINANCE, INC., each Lender from time to time party thereto and Wells Fargo Bank,
National Association, as administrative agent (in such capacity, the “Administrative Agent”).
WHEREAS, on May 31,
2026, Taylor Morrison Home Corporation (“TMHC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Berkshire Hathaway Inc. (“Berkshire”) and WXYZ Merger Sub, Inc.
(“Merger Sub”), pursuant to which Merger Sub shall be merged with and into TMHC, with TMHC continuing as the surviving corporation and a wholly-owned subsidiary of Berkshire, subject to certain customary terms and conditions (the
“Merger” or the “Transaction”). As a result of the Transaction, TMHC will become an indirect subsidiary of Berkshire, resulting in a Change in Control for purposes of the Existing Credit Agreement (the
“Specified Change in Control”).
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders
consent to the Transaction and the Specified Change in Control and make certain other amendments to the Existing Credit Agreement on the terms and conditions set forth herein.
WHEREAS, the Administrative Agent and the Lenders party hereto (constituting the Requisite Lenders under the Existing Credit Agreement) have
agreed to consent to the Transaction and the Specified Change in Control and make certain other amendments to the Existing Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Terms Generally. The rules of
construction set forth in Section 1.2 of the Amended Credit Agreement shall apply mutatis mutandis to this Amendment. This Amendment shall be a “Loan Document” for all purposes of the Amended Credit Agreement and the other
Loan Documents. Capitalized terms used but not defined herein have the meanings assigned thereto in the Amended Credit Agreement.
SECTION 2. Reaffirmation of the Loans. The Borrower reaffirms all of its Obligations
under the Loan Documents.
SECTION 3. Consent to the Transaction. The Administrative Agent and each Lender party hereto hereby
(a) consent to the Transaction and the Specified Change in Control and (b) agree and acknowledge that, after giving effect to the amendments set forth herein, the Transaction or the Specified Change in Control shall not constitute a
Default or an Event of Default. The Borrower acknowledges and agrees that the foregoing consent apply only to the Transaction and the Specified Change in Control and not to any other Change in Control which may occur prior to or after the
consummation of the Transaction and the occurrence of the Specified Change in Control.
SECTION 4. Amendment to the Existing Credit
Agreement. Subject to the satisfaction of the conditions to effectiveness set forth in Section 6 hereof, effective as of the date of and concurrently with the effectiveness of the Merger, the Existing Credit Agreement
(excluding the schedules and exhibits thereto, each of which shall remain as in effect immediately prior to the Amendment Effective Date) will hereby be amended, automatically and without any further action, as follows:
(a) The definition of “Parent” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in
its entirety as follows:
“Parent” means TMHC.
(b) Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following defined term in appropriate alphabetical
order:
“Permitted Holder” means Berkshire Hathaway Inc., a Delaware corporation.
(c) Section 6.7(iv) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
(iv) (A) any direct or indirect parent of Holdings (including TMHC but excluding any direct or indirect parent of TMHC) that incurs
Guarantee Obligations in respect of the Senior Unsecured Notes or any other Indebtedness in excess of $35,000,000 in the aggregate, in each case to execute a supplement to the Guaranty substantially in the form of Exhibit A to the Guaranty in order
to become a Guarantor under the Guaranty; provided that if any direct or indirect parent of Holdings that becomes a Guarantor pursuant to clause (iv)(A) above and subsequently ceases to guarantee the Senior Unsecured Notes and all other
indebtedness in excess of $35,000,000, such parent shall be automatically released from any obligations as Guarantor hereunder and under the Guaranty and (B) any direct or indirect parent of TMHC that incurs Guarantee Obligations in respect of
the Senior Unsecured Notes, in each case to execute a supplement to the Guaranty substantially in the form of Exhibit A to the Guaranty in order to become a Guarantor under the Guaranty;
2
provided that if any direct or indirect parent of TMHC that becomes a Guarantor pursuant to clause (iv)(B) above and subsequently ceases to guarantee the Senior Unsecured Notes, such
parent shall be automatically released from any obligations as Guarantor hereunder and under the Guaranty.
(d) Section 8.8 of the
Existing Credit Agreement is hereby amended and restated in its entirety as follows:
(a)(i) any Person, or
“group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) (but excluding any employee benefit plan of such Person or “group” and its Subsidiaries and any Person acting in its capacity as trustee, agent
or other fiduciary or administrator of any such plan), other than the Permitted Holder, shall at any time have acquired direct or indirect beneficial ownership (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of at least 35% of the outstanding Voting Stock of Parent; and/or (b) a change of control, as contemplated by the definitive documentation governing the Senior Unsecured Notes or
any other Indebtedness of Holdings, the Borrower or any of the Subsidiary Guarantors, in excess of $50,000,000 in the aggregate, shall have occurred; and/or (c)(i) Holdings shall cease to have direct or indirect ownership of all the Voting Stock of
the Borrower or U.S. FinCo, (ii) U.S. Holdings shall cease to have direct or indirect ownership of all the Voting Stock of the Borrower, (iii) U.S. Holdings shall cease to have direct or indirect ownership of all of the Voting Stock of
U.S. FinCo, and/or (iv) Parent shall cease to have direct or indirect ownership of all the Voting Stock of Holdings (the occurrence of any of the foregoing, a “Change in Control”); provided that none of the
fundamental changes permitted by Section 7.5A shall constitute a Change in Control;
SECTION 5. Representations and
Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that:
(a) the Borrower has duly
executed and delivered this Amendment and this Amendment constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).
(b) as of the Amendment Effective Date and after giving effect to this Amendment:
(i) the representations and warranties contained in Section 5 of the Amended Credit Agreement and in the other Loan
Documents are true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties are true and correct in all respects), except to the extent such
representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such
representations and warranties are true and correct in all respects) on and as of such earlier date; and
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(ii) no Event of Default or Default has occurred and is continuing.
SECTION 6. Conditions Precedent to Effectiveness. This Amendment shall become effective on and as of the first date (the
“Amendment Effective Date”) on which each of the following conditions are satisfied or waived in accordance with Section 10.5 of the Existing Credit Agreement:
(a) The Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures
of the Borrower, the Administrative Agent and the Lenders (constituting the Requisite Lenders under the Existing Credit Agreement).
(b)
The representations set forth in Section 5 of this Amendment shall be true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and
warranties are true and correct in all respects) on and as of the Amendment Effective Date.
(c) The Administrative Agent shall have
received reimbursement, in immediately available funds, of all reasonable, documented, out-of-pocket costs and expenses incurred by the Administrative Agent in
connection with this Amendment (including reasonable legal fees of the Administrative Agent’s counsel), in each case, to the extent (i) payable pursuant to Section 10.2(A) of the Existing Credit Agreement and (ii) a written
invoice therefor is delivered to the Borrower no later than three Business Days prior to the Amendment Effective Date.
(d) On or before
the date three Business Days prior to the Amendment Effective Date, the Borrower shall have delivered or caused to be delivered to the Administrative Agent and the Lenders all documentation, information and certifications as have been reasonably
requested by the Administrative Agent or any Lender with respect to the Transaction and the Specified Change in Control on or before the date ten Business Days prior to the Amendment Effective Date, as being required, in their reasonable
determination, by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and the Beneficial Ownership Regulation.
SECTION 7. Effect of this Amendment. Except as expressly set forth herein, this Amendment (i) shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of each of the Administrative Agent or the Lenders under the Existing Credit Agreement or any other Loan Document and (ii) shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document. This Amendment shall apply and be effective only with respect to the provisions of
the Existing Credit Agreement specifically referred to herein. After the Amendment Effective Date, any reference to the Credit Agreement shall mean the Amended Credit Agreement.
4
SECTION 8. No Novation. Except as set forth herein, this Amendment shall not
extinguish the Obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release any guarantee thereof.
SECTION 9. Notices. All notices hereunder shall be given in accordance with the provisions of Section 10.7 of the Amended Credit
Agreement.
SECTION 10. Counterparts; Entire Agreement. This Amendment may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in
electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execute,” “execution,” “signed,”
“signature,” “delivery” and words of like import in or related to this Amendment or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure,
communication or authorization to be signed or delivered in connection with this Amendment or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract
formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use
of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other
parties hereto to the same extent as a manual, original signature. As used herein, “Electronic Record” and “Electronic Signature” each have the meaning assigned to such term in, and shall be interpreted in
accordance with, 15 U.S.C. 7006.
SECTION 11. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. The provisions of Section 10.17 (Consent to Jurisdiction and Service of Process) and 10.18 (Waiver of Jury Trial) of the Amended Credit Agreement shall apply to this Amendment to the
same extent as if fully set forth herein.
SECTION 12. Headings. The Section headings used herein are for convenience of reference
only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.
[Remainder of this page intentionally left blank]
5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
by their respective authorized officers as of the date and year first above written.
TAYLOR MORRISON COMMUNITIES, INC.
By:
/s/ S. Todd Merrill
Name: S. Todd Merrill
Title: Executive Vice President, Chief Legal Officer and
Secretary
[Signature Page to
Amendment No. 1]
WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as an Issuing Bank, the Swingline Lender and Administrative Agent
By:
/s/ CINTHYA HANSELMAN
Name: CINTHYA HANSELMAN
Title: EXECUTIVE DIRECTOR
[Signature Page to
Amendment No. 1]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1 TO
SECOND AMENDED
AND RESTATED CREDIT AGREEMENT OF
TAYLOR MORRISON COMMUNITIES, INC.
BANK OF AMERICA, N.A., as a Lender and an Issuing Bank
By:
/s/ Thomas W. Nowak
Name: Thomas W. Nowak
Title: Senior Vice President
[Signature Page to
Amendment No. 1]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1 TO
SECOND AMENDED
AND RESTATED CREDIT AGREEMENT OF
TAYLOR MORRISON COMMUNITIES, INC.
Name of Lender (with each Lender that is an Issuing Bank executing this Amendment in its capacities both as a Lender and as an Issuing Bank):
Goldman Sachs Bank USA
By:
/s/ Elizabeth Tosin
Name: Elizabeth Tosin
Title: Authorized Signatory
[Signature Page to
Amendment No. 1]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1 TO
SECOND AMENDED
AND RESTATED CREDIT AGREEMENT OF
TAYLOR MORRISON COMMUNITIES, INC.
Name of Lender (with each Lender that is an Issuing Bank executing this Amendment in its capacities both as a Lender and as an Issuing Bank):
JPMorgan Chase Bank, N.A.
By:
/s/ Nadeige Dang
Name: Nadeige Dang
Title: Executive Director
For any Lender requiring a second signature block:
By:
Name:
Title:
[Signature Page to
Amendment No. 1]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1 TO
SECOND AMENDED
AND RESTATED CREDIT AGREEMENT OF
TAYLOR MORRISON COMMUNITIES, INC.
MIZUHO BANK, LTD., as a Lender and an Issuing Bank
By:
/s/ Donna DeMagistris
Name: Donna DeMagistris
Title: Managing Director
[Signature Page to
Amendment No. 1]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1 TO
SECOND AMENDED
AND RESTATED CREDIT AGREEMENT OF
TAYLOR MORRISON COMMUNITIES, INC.
Name of Lender (with each Lender that is an Issuing Bank executing this Amendment in its capacities both as a Lender and as an Issuing Bank):
U.S. Bank National Association
By:
/s/ Russ Wakeham
Name: Russ Wakeham
Title: Senior Vice President
For any Lender requiring a second signature block:
By:
Name:
Title:
[Signature Page to
Amendment No. 1]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1 TO
SECOND AMENDED
AND RESTATED CREDIT AGREEMENT OF
TAYLOR MORRISON COMMUNITIES, INC.
Name of Lender (with each Lender that is an Issuing Bank executing this Amendment in its capacities both as a Lender and as an Issuing Bank):
PNC BANK, NATIONAL ASSOCIATION
By:
/s/ Dante Intindola
Dante Intindola
Assistant Vice President
[Signature Page to
Amendment No. 1]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1 TO
SECOND AMENDED
AND RESTATED CREDIT AGREEMENT OF
TAYLOR MORRISON COMMUNITIES, INC.
Name of Lender (with each Lender that is an Issuing Bank executing this Amendment in its capacities both as a Lender and as an Issuing Bank):
TRUIST BANK
By:
/s/ Connor Herman
Name: Connor Herman
Title: Vice President
[Signature Page to
Amendment No. 1]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1 TO
SECOND AMENDED
AND RESTATED CREDIT AGREEMENT OF
TAYLOR MORRISON COMMUNITIES, INC.
Name of Lender (with each Lender that is an Issuing Bank executing this Amendment in its capacities both as a Lender and as an Issuing Bank):
Regions Bank
By:
/s/ Kelly Lowenhagen
Name: Kelly Lowenhagen
Title: Vice President
For any Lender requiring a second signature block:
By:
Name:
Title:
[Signature Page to
Amendment No. 1]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1 TO
SECOND AMENDED
AND RESTATED CREDIT AGREEMENT OF
TAYLOR MORRISON COMMUNITIES, INC.
Name of Lender (with each Lender that is an Issuing Bank executing this Amendment in its capacities both as a Lender and as an Issuing Bank):
THE BANK OF NOVA SCOTIA
By:
/s/ Chelsea McCune
Name: Chelsea McCune
Title: Director
For any Lender requiring a second signature block:
By:
Name:
Title:
[Signature Page to
Amendment No. 1]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1 TO
SECOND AMENDED
AND RESTATED CREDIT AGREEMENT OF
TAYLOR MORRISON COMMUNITIES, INC.
Zions Bancorporation, N.A. dba California Bank & Trust, as a Lender
By:
/s/ Stefanus Junus
Name: Stefanus Junus
Title: Executive Vice President
[Signature Page to
Amendment No. 1]
EX-99.1
EX-99.1
Filename: d148123dex991.htm · Sequence: 8
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Berkshire Hathaway Completes Acquisition of Taylor Morrison
Taylor Morrison to unify with Berkshire Hathaway’s site-built homebuilding operations
SCOTTSDALE, Ariz., and OMAHA, Neb., July 24, 2026 — Berkshire Hathaway Inc. and Taylor Morrison today announced the
completion of Berkshire Hathaway’s acquisition of Taylor Morrison for $72.50 per common share in cash, representing a total equity value for Taylor Morrison of approximately $6.8 billion and total enterprise value of approximately
$8.5 billion.
Under Berkshire, Taylor Morrison will continue to be led by CEO Sheryl Palmer, who will oversee the integration of Taylor
Morrison’s portfolio of brands—including Esplanade, Yardly and Taylor Morrison Home Funding—with Berkshire Hathaway’s site-built homebuilding operations that comprise Clayton Properties Group, a collection of 15
established regional and local homebuilders. Combined, the integrated operation will serve renters, entry-level, move-up, and resort lifestyle segments.
“Today marks an important step forward as Taylor Morrison joins Berkshire. This
best-in-class national homebuilder will lead our vision for a unified site-built homebuilding operation,” said Berkshire Hathaway’s Chief Executive Officer
Greg Abel. “Together, we will help more Americans achieve their dream of homeownership.”
“We have always believed in the
strength of our business, and today Berkshire Hathaway has confirmed that belief,” said Taylor Morrison Chief Executive Officer Sheryl Palmer. “As we enter this new chapter, the scale and reach we gain by unifying with Berkshire
and Clayton’s regional site-built homebuilders is transformative. We’ll now serve more customers, in more markets, with more choices—while maintaining the specialized local expertise that has made us successful. We’re
thrilled to build upon that success as we scale to create a combined homebuilding platform unlike anything in the industry.”
Combined, Taylor
Morrison and Clayton Properties Group delivered nearly 23,000 site-built home closings in 2025, operate in 21 states and 52 housing markets, and serve more than 700 communities nationally—positioning the combined business as the fourth largest
homebuilding operation in the United States.
Transaction Details
Goldman Sachs & Co. LLC and Moelis & Company LLC served as financial advisors, Simpson Thacher & Bartlett LLP served as legal
advisor, Mayer Brown LLP served as financial services regulatory counsel to Taylor Morrison, and Gibson, Dunn & Crutcher LLP and Baker McKenzie LLP served as counsel to Berkshire Hathaway.
About Berkshire Hathaway
Berkshire Hathaway and its
subsidiaries engage in diverse business activities including insurance and reinsurance, utilities and energy, freight rail transportation, manufacturing, services and retailing. Common stock of the company is listed on the New York Stock Exchange,
trading symbols BRK.A and BRK.B.
About Taylor Morrison
Headquartered in Scottsdale, Arizona, Taylor Morrison is one of the nation’s leading community developers and homebuilders. It serves entry-level, move-up, and resort lifestyle homebuyers and renters under its family of brands—including Taylor Morrison, Esplanade, and Yardly. Taylor Morrison has been recognized as America’s Most Trusted® Builder by Lifestory Research since 2016, was honored as one of Fortune’s World’s Most Admired Companies in 2026, and on Forbes’ Most Trusted and Best Companies in America lists
in 2025.
Contacts:
Berkshire Hathaway
Chuck Chang
(402)
346-1400
Taylor Morrison
Media:
Jaclyn Rygg
(480) 376-0641
media@taylormorrison.com
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