02/25/2026 | Press release | Distributed by Public on 02/25/2026 19:41
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 02/23/2026 | M | 573 | (5) | (5) | Common Stock | 573 | (6) | 573 | D | ||||
| Performance-based restricted stock units | (7) | 02/23/2026 | A | 2,700 | (7) | (7) | Common Stock | 2,700 | (7) | 2,700 | D | ||||
| Performance-based restricted stock units | (7) | 02/23/2026 | M | 2,700 | (7) | (7) | Common Stock | 2,700 | (3) | 0 | D | ||||
| Restricted Stock Units | (8) | 02/23/2026 | A | 5,061 | (9) | (9) | Common Stock | 5,061 | (6) | 5,061 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Merrill Stevin Todd 4900 N. SCOTTSDALE ROAD, SUITE 2000 SCOTTSDALE, AZ 85251 |
EVP, CLO & Secretary | |||
| /s/ Todd Merrill | 02/25/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents settlement of restricted stock units ("RSUs") through the issuance of one share of Common Stock for each vested RSU. |
| (2) | Represents shares of Common Stock withheld by the Issuer to cover tax withholding obligations upon the vesting of RSUs. |
| (3) | Represents the vesting and settlement of performance-based vesting restricted stock units ("PSUs") granted by the Issuer on February 21, 2023 under Issuer's 2013 Omnibus Equity Award Plan, as amended. Upon vesting, each PSU is settled in a share of the Issuer's Common Stock. |
| (4) | Represents shares of Common Stock withheld by the Issuer to cover tax withholding obligations upon the vesting of PSUs. |
| (5) | On February 23, 2024, the Reporting Person was granted 1,718 RSUs, generally vesting in three installments of approximately 33 1/3% on each of February 23, 2025, February 23, 2026 and February 23, 2027. |
| (6) | The RSUs were granted to the Reporting Person pursuant to the Taylor Morrison 2013 Omnibus Equity Award Plan, as amended. |
| (7) | On February 21, 2023 the Reporting Person received a grant of PSUs representing 2,660 shares of the Issuer's Common Stock (at target), half of which vest based on the Issuer's return on net assets ("RONA") and a relative total shareholder return ("TSR") modifier, and half of which vest based on the Company's revenue and a relative TSR modifier. The PSUs cliff vest at the end of a three year performance cycle, generally subject to the Reporting Person's continued employment through the date the compensation committee determines and certifies the applicable level of performance achieved for the fiscal 2025 tranche. The compensation committee determined that the objectives for the fiscal 2025 tranche were achieved at a level resulting in 2,700 PSUs being earned by the Reporting Person on February 23, 2026, subject to satisfaction of the vesting conditions for such grant. |
| (8) | Each RSU represents a contingent right to receive one share of Common Stock. |
| (9) | Subject to certain conditions, the RSUs will generally vest in three installments of approximately 33 1/3% on each of February 23, 2027, February 23, 2028 and February 13, 2029. |