Berkshire Hathaway completes $6.8B acquisition of Taylor Morrison at $72.50/share

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

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

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)

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.

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.

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 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)

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.

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.

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.

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.

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.

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”).

On July 24, 2026, Berkshire Hathaway Inc. and Taylor Morrison Home Corporation issued a press release announcing the completion of the Merger.

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, 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.