SUMMARY

This summary highlights information contained elsewhere in this joint proxy statement/prospectus and may not contain all the information that is important to you with respect to the merger and the other business being considered at the Taylor Morrison and William Lyon Homes special meetings. Taylor Morrison and William Lyon Homes urge you to read the remainder of this joint proxy statement/prospectus carefully, including the attached annexes, and the other documents to which we have referred you. See also the section entitled “Where You Can Find More Information” beginning on page 177 of this joint proxy statement/prospectus. We have included page references in this summary to direct you to a more complete description of the topics presented below.

The Companies

Taylor Morrison Home Corporation

Taylor Morrison is one of the largest public homebuilders in the United States. Taylor Morrison is also a land developer, with a portfolio of lifestyle and master-planned communities. Taylor Morrison provides a diverse assortment of homes across a wide range of price points. Taylor Morrison strives to appeal to a broad spectrum of customers in traditionally high growth markets, where it designs, builds and sells single and multi-family detached and attached homes. Taylor Morrison operates under the Taylor Morrison and Darling Homes brand names. Taylor Morrison also provides financial services to customers through its wholly owned mortgage subsidiary, Taylor Morrison Home Funding, LLC and title insurance and closing settlement services through its title company, Inspired Title Services, LLC.

Taylor Morrison has operations in Arizona, California, Colorado, Florida, Georgia, Illinois, North Carolina, South Carolina, and Texas. Taylor Morrison’s business is organized into multiple homebuilding operating components and a financial services component, which are managed as multiple reportable segments, as follows:

Over the last several years Taylor Morrison has grown organically and through various builder acquisitions, including its recent acquisition completed on October 2, 2018 of AV Homes, Inc. (“AV Homes”), a homebuilder and land developer of residential communities in Florida, North Carolina, South Carolina, Arizona and Texas. In addition, in April 2015 Taylor Morrison completed the acquisition of JEH Homes, an Atlanta based homebuilder; in July 2015 Taylor Morrison acquired three divisions of Orleans Homes in markets within Charlotte, Chicago and Raleigh; and in January 2016 Taylor Morrison acquired Acadia Homes in Atlanta. Collectively, each of these acquisitions represents Taylor Morrison’s strategic approach in expanding its geographic footprint in high growth markets.

Taylor Morrison’s executive offices are located at 4900 N. Scottsdale Road, Suite 2000, Scottsdale, Arizona 85251 and its telephone number is (480) 840-8100. Taylor Morrison’s website is https://www.taylormorrison.com. Information included on the Taylor Morrison website is not incorporated by reference into this joint proxy statement/prospectus. Taylor Morrison common stock is currently traded on the NYSE under the symbol “TMHC”.

William Lyon Homes

William Lyon Homes, together with its subsidiaries, is one of the largest Western U.S. regional homebuilders. Headquartered in Newport Beach, California, William Lyon Homes is primarily engaged in the

design, construction, marketing and sale of single-family detached and attached homes in California, Arizona, Nevada, Colorado, Washington, Oregon and Texas. William Lyon Homes’ core markets currently include Orange County, Los Angeles, the Inland Empire, the San Francisco Bay Area, Phoenix, Las Vegas, Denver, Seattle, Portland, Austin and San Antonio. William Lyon Homes has a distinguished legacy of more than 62 years of homebuilding operations, over which time it has sold in excess of 111,000 homes. William Lyon Homes believes that its markets are characterized by attractive long-term housing fundamentals and that it has a significant land supply, with 29,242 lots owned or controlled.

William Lyon Homes has significant expertise in understanding the needs of its homebuyers and designing its product offerings to meet those needs. This allows William Lyon Homes to maximize the return on its land investments by tailoring its home offerings to meet the buyer demands in each of its markets. William Lyon Homes builds and sells across a diverse range of product lines at a variety of price points with sales to entry-level, first-time move-up, second-time move-up homebuyers, as well as a signature luxury brand and an active adult target segment. William Lyon Homes is committed to achieving the highest standards in design, quality and customer satisfaction and has received numerous industry awards and commendations throughout its operating history in recognition of its achievements.

William Lyon Homes’ executive offices are located at 4695 MacArthur Court, 8th Floor, Newport Beach California 92660, and its telephone number is (949) 833-3600. William Lyon Homes’ website is http://www.lyonhomes.com. Information included on the William Lyon Homes website is not incorporated by reference into this joint proxy statement/prospectus. William Lyon Homes Class A common stock is currently traded on the NYSE under the symbol “WLH”.

Merger Sub

Tower Merger Sub, Inc., a direct subsidiary of Taylor Morrison, is a Delaware corporation that was formed on October 30, 2019 for the sole purpose of effecting the merger. In the merger, Merger Sub will be merged with and into William Lyon Homes, with William Lyon Homes surviving the merger. As a result of the merger, William Lyon Homes will become a wholly owned, direct subsidiary of Taylor Morrison.

Merger Sub’s principal executive offices and its telephone number are the same as those of Taylor Morrison.

Taylor Morrison Special Meeting (See page 39)

General

The Taylor Morrison special meeting will be held on                , 2020, at                 a.m., local time, at            . At the Taylor Morrison special meeting, Taylor Morrison stockholders will consider and vote on:

The approval of the Share Issuance Proposal by Taylor Morrison stockholders is a condition to the obligations of Taylor Morrison and of William Lyon Homes to complete the merger.

Record Date

The Taylor Morrison Board has fixed the close of business on                 ,                  as the record date for determination of the Taylor Morrison stockholders entitled to vote at the Taylor Morrison special meeting or any adjournment or postponement thereof (the “Taylor Morrison Record Date”). Only Taylor Morrison stockholders of record on the Taylor Morrison Record Date are entitled to receive notice of, and to vote at, the Taylor Morrison special meeting or any adjournment or postponement thereof.

As of the Taylor Morrison Record Date, there were                  shares of Taylor Morrison common stock outstanding and entitled to vote at the Taylor Morrison special meeting, held by approximately                  holders of record. With respect to each matter to be acted upon at the Taylor Morrison special meeting, each holder of Taylor Morrison common stock is entitled to one vote for each outstanding share of Taylor Morrison common stock held by such holder.

Quorum

A quorum of the outstanding shares of Taylor Morrison common stock is necessary to take action at the Taylor Morrison special meeting. The presence in person or by proxy of the holders of a majority of the voting power of shares of Taylor Morrison common stock entitled to vote at the Taylor Morrison special meeting will constitute a quorum at the Taylor Morrison special meeting. Shares of Taylor Morrison common stock held by a beneficial owner in “street name” who does not give the nominee or other intermediary that holds such shares instructions on how to vote such shares on any proposal to be voted on at the Taylor Morrison special meeting (a “broker non-vote”) will not be deemed to be in attendance at the meeting or counted for purposes of determining whether a quorum has been achieved. However, abstentions will be counted as present in determining the existence of a quorum.

Share Ownership of and Voting by Taylor Morrison Directors and Executive Officers

At the Taylor Morrison Record Date, Taylor Morrison’s directors and executive officers and their affiliates beneficially owned and had the right to vote at the Taylor Morrison special meeting an aggregate of shares of Taylor Morrison common stock, which represents                 % of the voting power of the outstanding shares of Taylor Morrison common stock entitled to vote at the Taylor Morrison special meeting.

It is expected that Taylor Morrison’s directors and executive officers will vote their respective shares of Taylor Morrison common stock “FOR” the Share Issuance Proposal and “FOR” the approval of the Taylor Morrison Adjournment Proposal.

The William Lyon Homes Special Meeting (See page 46)

General

The William Lyon Homes special meeting will be held on                , 2020, at                a.m., local time, at                . At the William Lyon Homes special meeting, William Lyon Homes stockholders will consider and vote on:

The adoption of the Merger Proposal is a condition to the obligations of Taylor Morrison and of William Lyon Homes to complete the merger.

William Lyon Homes Record Date

The William Lyon Homes Board has fixed the close of business on                ,                 as the record date for determination of the William Lyon Homes stockholders entitled to vote at the William Lyon Homes special meeting or any adjournment or postponement thereof (which date is referred to as the “William Lyon Homes Record Date”). Only William Lyon Homes stockholders of record on the William Lyon Homes Record Date are entitled to receive notice of, and to vote at, the William Lyon Homes special meeting or any adjournment or postponement thereof.

As of the William Lyon Homes Record Date, there were                shares of William Lyon Homes Class A common stock held by approximately                holders of record and                shares of William Lyon Homes Class B common stock held by approximately                holders of record, in each case, outstanding and entitled to vote at the William Lyon Homes special meeting. With respect to each matter to be acted upon at the William Lyon Homes special meeting, each holder of shares of William Lyon Homes Class A common stock is entitled to one vote for each outstanding share of William Lyon Homes Class A common stock held by such holder and each holder of shares of William Lyon Homes Class B common stock is entitled to five votes for each outstanding share of William Lyon Homes Class B common stock held by such holder with holders of William Lyon Homes Class A common stock and William Lyon Homes Class B common stock voting together as a single class on all matters submitted to a vote of stockholders at the William Lyon Homes special meeting.

As described in further detail under the heading “The Voting Agreement” beginning on page 132 of this joint proxy statement/prospectus, Taylor Morrison, William H. Lyon, Lyon Shareholder 2012, LLC and The William Harwell Lyon Separate Property Trust established July 28, 2000 (collectively, “the Lyon Stockholders”), entered into a voting agreement pursuant to which, among other things, the Lyon Stockholders agreed to vote all outstanding shares of William Lyon Homes common stock currently held or thereafter acquired by the Lyon Stockholders (representing approximately      % of the outstanding shares of William Lyon Homes common stock as of the William Lyon Homes Record Date) in favor of the adoption of the merger agreement and against any proposal by third parties to acquire William Lyon Homes and to take certain other actions in furtherance of the transactions contemplated by the merger agreement. In the event that the William Lyon Homes Board changes its recommendation that the William Lyon Homes stockholders vote for adoption of the merger agreement, the Lyon Stockholders will only be required under the voting agreement to vote shares of William Lyon Homes common stock equal to 30% of the aggregate voting power attributable to the outstanding shares of William Lyon Homes common stock in accordance with the foregoing terms.

Quorum

A quorum of the outstanding shares of William Lyon Homes common stock is necessary to take action at the William Lyon Homes special meeting. The presence in person or by proxy of the holders of a majority in voting power of all of the shares of William Lyon Homes common stock entitled to vote at the William Lyon Homes special meeting will constitute a quorum at the William Lyon Homes special meeting. Shares held by a beneficial owner in “street name” who does not give the nominee or other intermediary that holds such shares instructions on how to vote such shares on any proposal to be voted on at the William Lyon Homes special meeting (a “broker non-vote”) will not be deemed to be in attendance at the meeting or counted for purposes of determining whether a quorum has been achieved. However, abstentions will be counted as present in determining the existence of a quorum.

Share Ownership of and Voting by William Lyon Homes Directors and Executive Officers

At the William Lyon Homes Record Date, William Lyon Homes’ directors and executive officers and their affiliates beneficially owned and had the right to vote at the William Lyon Homes special meeting an aggregate of                shares of William Lyon Homes Class A common stock and                shares of William Lyon Homes Class B common stock, which represents                % of the voting power of the outstanding shares of William Lyon Homes common stock entitled to vote at the William Lyon Homes special meeting.

It is expected that William Lyon Homes’ directors and executive officers will vote their respective shares “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the William Lyon Homes Adjournment Proposal.

The Merger Agreement and the Merger

In the merger, Merger Sub will be merged with and into William Lyon Homes, with William Lyon Homes being the Surviving Corporation in the merger. As a result of the merger, William Lyon Homes will become a wholly owned, direct subsidiary of Taylor Morrison and William Lyon Homes will no longer be a publicly traded company. Under certain circumstances, an alternative structure may be utilized in which, immediately following the first merger, William Lyon Homes would be merged as part of one integrated transaction into a limited liability company wholly owned by Taylor Morrison that is classified as a disregarded entity for U.S. federal income tax purposes.

The merger will not be completed without the adoption of the merger agreement by William Lyon Homes stockholders and approval of the Share Issuance Proposal by Taylor Morrison stockholders.

A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus. You are urged to read the merger agreement in its entirety because it is the legal document that governs the merger. For more information on the merger and the merger agreement, see “The Merger” and “The Merger Agreement” beginning on pages 55 and 110, respectively, of this joint proxy statement/prospectus.

As of the date of this joint proxy statement/prospectus, it is not possible to accurately estimate the closing date for the merger because the merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to Taylor Morrison’s and William Lyon Homes’ obligations to complete the merger, some of which are not within the control of such parties; however, Taylor Morrison and William Lyon Homes currently expect the merger to close late in the first quarter or early in the second quarter of 2020. No assurance can be given as to when, or if, the merger will be completed.

The Voting Agreement (See page 132)

On November 5, 2019, Taylor Morrison, on one hand, and William H. Lyon, Lyon Shareholder 2012, LLC and The William Harwell Lyon Separate Property Trust established July 28, 2000 (collectively, the “Lyon Stockholders”), on the other hand, entered into a voting agreement.

Pursuant to the terms of the voting agreement, the Lyon Stockholders agreed, among other things, to vote all issued and outstanding shares of William Lyon Homes common stock currently held or thereafter acquired by the Lyon Stockholders (representing approximately     % of the outstanding shares of William Lyon Homes common stock as of the William Lyon Homes Record Date) (i) in favor of the adoption of the merger agreement, (ii) in favor of any proposal to adjourn the William Lyon Homes special meeting to solicit additional proxies in favor of the adoption of the merger agreement and the approval of the merger if there are not sufficient votes to adopt the merger agreement and approve the merger on the date of the William Lyon Homes special meeting, (iii) against approval of any proposal made in opposition to, in competition with, or that would result in a breach of the merger agreement or the merger or any other transactions contemplated by the merger agreement, and (iv) against certain other actions that would reasonably be expected to prevent, interfere with, or materially impair or delay, the consummation of the merger or any of the other transactions contemplated by the merger agreement. In the event that the William Lyon Homes Board changes its recommendation that the William Lyon Homes stockholders vote for adoption of the merger agreement, the Lyon Stockholders will only be required under the voting agreement to vote shares of William Lyon Homes common stock equal to 30% of the aggregate voting power attributable to the outstanding shares of William Lyon Homes common stock in accordance with the foregoing terms. Mr. Lyon also agreed to the treatment of that certain warrant held by Mr. Lyon (the “Class B Warrant”) as contemplated by the merger agreement. In connection with the treatment of the Class B Warrant, Taylor Morrison agreed to take all action reasonably necessary to cause any Taylor Morrison common stock issuable upon exercise of the Replacement Warrant to be listed to be eligible for trading on the NYSE for as long as the Replacement Warrant remains outstanding. For more information regarding the treatment of the Class B

Warrant as contemplated by the merger agreement, see “The Merger Agreement—Treatment of William Lyon Homes Class B Warrant” beginning on page 125 of this joint proxy statement/prospectus.

In addition, the voting agreement provides for a six-month lock-up, from the effective time of the merger, on any Taylor Morrison common stock received by the Lyon Stockholders in the merger as Stock Consideration, restricting the Lyon Stockholders from transferring or disposing of such Taylor Morrison common stock for such period (the “Lock-Up”).

The voting agreement will terminate automatically on the first to occur of (i) certain amendments or waivers of the merger agreement without William H. Lyon’s prior consent, (ii) the effective time of the merger (with the exception of the obligations under the Lock-Up, which shall terminate six months after such time), (iii) the termination of the merger agreement in accordance with its terms and (iv) the written consent of the parties to the voting agreement. See “The Voting Agreement” beginning on page 132 of this joint proxy statement/prospectus.

Merger Consideration (See page 111)

At the effective time of the merger, each share of William Lyon Homes common stock (other than Excluded Shares, as defined below under “The Merger Agreement—Merger Consideration” beginning on page 111 of this joint proxy statement/prospectus) will be converted into the right to receive (a) Stock Consideration, consisting of 0.8000 validly issued, fully paid and non-assessable shares of Taylor Morrison common stock and (b) Cash Consideration, consisting of $2.50 in cash. For more information see “The Merger Agreement” beginning on page 110 of this joint proxy statement/prospectus.

Taylor Morrison’s Reasons for the Merger and Share Issuance; Recommendation of the Taylor Morrison Board of Directors (See page 68)

In evaluating the merger and other transactions contemplated by the merger agreement, including the merger and the Share Issuance, the Taylor Morrison Board consulted with Taylor Morrison’s senior management and Taylor Morrison’s outside legal counsel and financial advisor. After consideration, the members of the Taylor Morrison Board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger and the Share Issuance, are advisable, fair to, and in the best interests of, Taylor Morrison and its stockholders, and approved, adopted and declared advisable the merger agreement and the other transactions contemplated by the merger agreement, including the proposed merger and the Share Issuance. For more information regarding the factors considered by the Taylor Morrison Board in reaching its decision to approve the merger agreement, including the merger and the Share Issuance contemplated by the merger agreement, see “The Merger—Taylor Morrison’s Reasons for the Merger; Recommendations of the Taylor Morrison Board” beginning on page 68 of this joint proxy statement/prospectus.

William Lyon Homes’ Reasons for the Merger; Recommendation of the William Lyon Homes Board of Directors (See page 71)

In evaluating the merger and other transactions contemplated by the merger agreement, the William Lyon Homes Board consulted with William Lyon Homes’ senior management and William Lyon Homes’ outside legal counsel and financial advisors. After consideration, the members of the William Lyon Homes Board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to, and in the best interests of, William Lyon Homes and its stockholders, and approved, adopted and declared advisable the merger agreement and the other transactions contemplated by the merger agreement, including the proposed merger. For more information regarding the

factors considered by the William Lyon Homes Board in reaching its decision to approve the merger agreement and the merger, see “The Merger—William Lyon Homes’ Reasons for the Merger; Recommendation of the William Lyon Homes Board of Directors.”

The William Lyon Homes Board recommends that William Lyon Homes stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the William Lyon Homes Adjournment Proposal.

Opinion of Taylor Morrison’s Financial Advisor, Citi (See page 77)

Taylor Morrison retained Citigroup Global Markets Inc. (“Citi”) as its financial advisor in connection with a possible transaction involving William Lyon Homes. In connection with Citi’s engagement, Taylor Morrison requested that Citi evaluate the fairness, from a financial point of view, to Taylor Morrison of the exchange ratio set forth in the merger agreement, taking into account the Cash Consideration per share of William Lyon Homes common stock to be paid by Taylor Morrison pursuant to the merger agreement. On November 5, 2019, at a meeting of the Taylor Morrison Board held to evaluate the proposed merger and at which the merger agreement was approved, Citi rendered to the Taylor Morrison Board an oral opinion, confirmed by delivery of a written opinion, dated November 5, 2019, to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi as set forth in its written opinion, the exchange ratio, taking into account the Cash Consideration per share of William Lyon Homes common stock to be paid by Taylor Morrison pursuant to the merger agreement, was fair, from a financial point of view, to Taylor Morrison.

The full text of Citi’s written opinion, dated November 5, 2019, to the Taylor Morrison Board, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi in rendering its opinion, is attached to this joint proxy statement/prospectus as Annex C and is incorporated herein by reference in its entirety. The summary of Citi’s opinion in the section entitled “The Merger—Opinion of Taylor Morrison’s Financial Advisor, Citi” beginning on page 77 of this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Citi’s opinion. Citi’s opinion was rendered to the Taylor Morrison Board (in its capacity as such) in connection with its evaluation of the proposed merger and was limited to the fairness, from a financial point of view, as of the date of the opinion, to Taylor Morrison of the exchange ratio, taking into account the Cash Consideration per share of William Lyon Homes common stock to be paid by Taylor Morrison pursuant to the merger agreement. Citi’s opinion did not address any other aspects or implications of the proposed merger or the merger agreement. Citi’s opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed merger or otherwise.

For more information, see the section entitled “The Merger—Opinion of Taylor Morrison’s Financial Advisor, Citi” beginning on page 77 of this joint proxy statement/prospectus.

Opinion of William Lyon Homes’ Financial Advisor, J.P. Morgan (See page 86)

At the meeting of the William Lyon Homes Board on November 5, 2019, J.P. Morgan Securities LLC (“J.P. Morgan”) rendered its oral opinion to the William Lyon Homes Board, later confirmed by the delivery of a written opinion, dated November 5, 2019, that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the consideration to be paid to the holders of shares of William Lyon Homes common stock in the proposed merger was fair, from a financial point of view, to such holders. The full text of the opinion, dated November 5, 2019, to the William Lyon Homes Board, which describes, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is attached as Annex D to this document and is incorporated by reference herein in its entirety. The summary of the

opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. J.P. Morgan’s written opinion was addressed to the William Lyon Homes Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the consideration to be paid in the merger and did not address any other aspect of the merger. J.P. Morgan expressed no view as to, and its opinion did not address, the underlying business decision of William Lyon Homes to effect or enter into the merger. J.P. Morgan’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. The J.P. Morgan opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed merger or otherwise.

For more information, see the section entitled “The Merger—Opinion of William Lyon Homes’ Financial Advisor, J.P. Morgan” beginning on page 86 of this joint proxy statement/prospectus.

Interests of Certain William Lyon Homes Directors and Officers in the Merger (See page 99)

In considering the recommendation of the William Lyon Homes Board that William Lyon Homes stockholders vote “FOR” the adoption of the merger agreement, William Lyon Homes stockholders should be aware of and take into account the fact that certain William Lyon Homes directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of William Lyon Homes stockholders generally. These interests include, among others, potential severance benefits and other payments, the treatment of outstanding equity awards pursuant to the merger agreement, and certain indemnification rights of William Lyon Homes directors and officers under the merger agreement.

The William Lyon Homes Board was aware of and carefully considered these interests, among other matters, in evaluating the terms and structure, and overseeing the negotiation of the merger, in approving the merger agreement and in recommending that the William Lyon Homes stockholders vote “FOR” the Merger Proposal. For additional information about these interests, see “The Merger—Interests of Certain William Lyon Homes Directors and Officers in the Merger” beginning on page 99 of this joint proxy statement/prospectus.

Interests of Certain Taylor Morrison Directors and Officers in the Merger (See page 106)

In considering the recommendation of the Taylor Morrison Board to vote “FOR” the Share Issuance Proposal, Taylor Morrison stockholders should be aware that certain members of the Taylor Morrison Board and certain executive officers of Taylor Morrison may have interests in the merger that may be different from, or in addition to, their interests as Taylor Morrison stockholders. The Taylor Morrison Board was aware of these interests during its deliberations on the merits of the merger and in making its decision to approve the merger agreement and to recommend to Taylor Morrison stockholders the approval of the Share Issuance Proposal and the Taylor Morrison Adjournment Proposal. Each of the current members of the Taylor Morrison Board will continue as a director of the combined company following the completion of the merger and will hold office from and after the completion of the merger until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement or removal.

Each of the current executive officers of Taylor Morrison will continue to serve in their current positions following the completion of the merger.

For a more complete discussion of the interests of the directors and executive officers of Taylor Morrison in the merger, see “The Merger—Interests of Certain Taylor Morrison Directors and Officers in the Merger” beginning on page 106 of this joint proxy statement/prospectus.

Board of Directors and Management Following the Merger (See page 106)

Pursuant to the merger agreement, promptly following the merger, two new directors will be appointed to the Taylor Morrison Board who are currently members of the William Lyon Homes Board and are mutually selected by Taylor Morrison and William Lyon Homes. William Lyon Homes and Taylor Morrison have agreed that William H. Lyon will be one of the two directors. See “Where You Can Find More Information” beginning on page 177 of this joint proxy statement/prospectus.

Material U.S. Federal Income Tax Consequences of the Merger (See page 135)

Taylor Morrison and William Lyon Homes intend the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The merger for this purpose includes the first merger and the second merger, if it occurs, as part of one integrated plan of reorganization for U.S. federal income tax purposes. Taylor Morrison and William Lyon Homes have agreed to use their best efforts to cause the merger to qualify as a reorganization under Section 368(a) of the Code, and not to take any actions independent of the transactions contemplated by the merger agreement that are reasonably likely to cause the merger to fail to so qualify. For a description of certain of the considerations regarding U.S. federal tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 135 of this joint proxy statement/prospectus.

Treatment of William Lyon Homes Equity Awards (See page 124)

Pursuant to the merger agreement, at the effective time, each outstanding and unexercised option to purchase shares of William Lyon Homes common stock (each, a “William Lyon Homes Option”), whether vested or unvested, exercisable or not exercisable, will be substituted and converted into an option to purchase a number of whole shares of Taylor Morrison common stock (each, a “Taylor Morrison Option”) equal to the product obtained by multiplying (i) the number of shares of William Lyon Homes common stock subject to such William Lyon Homes Option immediately prior to the effective time by (ii) the sum of (x) 0.8000 and (y) the quotient obtained by dividing $2.50 by the volume weighted average per-share price of a share of Taylor Morrison common stock during the ten full trading days ending on (and including) the trading day immediately preceding the closing date (the sum, the “Equity Award Exchange Ratio”). The exercise price per share of such Taylor Morrison Option will be equal to the quotient obtained by dividing (i) the exercise price per share of William Lyon Homes common stock underlying such William Lyon Homes Option immediately prior to the effective time by (ii) the Equity Award Exchange Ratio. Following the effective time, such Taylor Morrison Options will be subject to the same vesting and acceleration of vesting terms and conditions as, and have other terms and conditions that are substantially similar to, those that applied to the William Lyon Homes Options immediately prior to the effective time.

At the effective time, each outstanding award of shares of William Lyon Homes common stock subject to vesting, repurchase or other lapse restrictions granted under a William Lyon Homes equity plan (each, a “William Lyon Homes Restricted Stock Award”) will be substituted and converted into a corresponding award in respect of shares of Taylor Morrison common stock (each, a “Taylor Morrison Restricted Stock Award”), with the number of whole shares of Taylor Morrison common stock underlying each such Taylor Morrison Restricted Stock Award equal to the product obtained by multiplying (i) the number of shares of William Lyon Homes common stock underlying such William Lyon Homes Restricted Stock Award immediately prior to the effective time by (ii) the Equity Award Exchange Ratio. Following the effective time, such Taylor Morrison Restricted Stock Awards will be subject to the same vesting and acceleration of vesting terms and conditions (other than any performance-based vesting conditions) as, and have other terms and conditions that are substantially similar to, those that applied to the William Lyon Homes Restricted Stock Award immediately prior to the effective time.

At the effective time, each outstanding performance stock unit award in respect of shares of William Lyon Homes common stock (each, a “William Lyon Homes PSU Award”) will be substituted and converted into an award of restricted stock units to be settled in shares of Taylor Morrison common stock (each, a “Taylor Morrison RSU Award”), with the number of whole shares of Taylor Morrison common stock underlying each such Taylor Morrison RSU Award equal to the product obtained by multiplying (i) the number of shares of William Lyon Homes common stock underlying such William Lyon Homes PSU Award immediately prior to the effective time (assuming that any performance-based vesting conditions applicable to such award for any performance period that has not been completed as of the effective time are achieved at target levels) by (ii) the Equity Award Exchange Ratio. Following the effective time, such Taylor Morrison RSU Awards will be subject to the same vesting and acceleration of vesting terms and conditions (other than any performance-based vesting conditions) as, and have other terms and conditions that are substantially similar to, those that applied to the William Lyon Homes PSU Awards immediately prior to the effective time.

Treatment of William Lyon Homes Class B Warrant (See page 125)

At the effective time of the merger, by virtue of the merger and without any action on the part of the holders thereof, the Class B Warrant will be substituted and converted at the effective time of the merger, by Taylor Morrison issuing a warrant (the “Replacement Warrant”) to be settled in shares of Taylor Morrison common stock in substitution of the Class B Warrant exercisable for (i) a number of whole shares of Taylor Morrison common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the number of shares of William Lyon Homes Class B common stock subject to the Class B Warrant immediately prior to the effective time of the merger by (y) the Equity Award Exchange Ratio, and (ii) at an exercise price per share (rounded up to the nearest cent) equal to the quotient obtained by dividing (x) the exercise price per share of William Lyon Homes Class B common stock underlying the Class B Warrant immediately prior to the effective time of the merger by (y) the Equity Award Exchange Ratio. The Replacement Warrant will be exercisable on a net basis and will otherwise contain terms that are substantially similar to those of the Class B Warrant. For more information, see the section entitled “The Merger Agreement—Treatment of William Lyon Homes Class B Warrant” beginning on page 125 of this joint proxy statement/prospectus.

Treatment of William Lyon Homes’ Existing Indebtedness (See page 107)

Upon the closing of the merger, William Lyon Homes’ existing revolving credit facility will be terminated and any amounts outstanding thereunder will be repaid in full. At or prior to the closing of the merger, California Lyon expects a notice of redemption to be issued for the entire remaining $50.0 million outstanding principal amount of the William Lyon Homes 2022 Senior Notes at a redemption price equal to 100.000% of the principal amount to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. Assuming any consents required in connection with the merger are obtained, William Lyon Homes’ subsidiaries’ existing warehouse facilities and the loan facilities entered into by the joint ventures to which William Lyon Homes is a party will remain in place following the merger.

In addition, on December 5, 2019, a subsidiary of Taylor Morrison commenced (i) offers to exchange any and all of the outstanding William Lyon Homes 2023 Senior Notes, any and all of the outstanding William Lyon Homes 2025 Senior Notes and any and all of the outstanding William Lyon Homes 2027 Senior Notes for new notes issued by Taylor Morrison, (ii) consent solicitations soliciting from holders of the William Lyon Homes 2023 Senior Notes, the William Lyon Homes 2025 Senior Notes and the William Lyon Homes 2027 Senior Notes consents to certain amendments to the corresponding William Lyon Homes Senior Notes Indenture and (iii) change of control offers for the William Lyon Homes 2023 Senior Notes, William Lyon Homes 2025 Senior Notes and William Lyon Homes 2027 Senior Notes. The change of control offers may be terminated upon certain events.

On November 5, 2019, Taylor Morrison received an executed commitment letter that contemplates up to $1.1 billion in debt financing under an unsecured bridge facility to finance any payments required to be made under change of control offers for the William Lyon Homes Senior Notes.

Accounting Treatment of the Merger (See page 107)

In accordance with GAAP, Taylor Morrison will account for the merger using the acquisition method of accounting, with Taylor Morrison being considered the accounting acquirer of William Lyon Homes for accounting purposes. This means that Taylor Morrison will allocate the purchase price to the fair value of William Lyon Homes assets acquired and liabilities assumed at the acquisition date, with the excess purchase price, if any, being recorded as goodwill. Under the acquisition method of accounting, goodwill is not amortized but is tested for impairment at least annually. The operating results of William Lyon Homes will be reported as part of the combined company beginning on the closing date. The final valuation of the tangible and identifiable intangible assets acquired and liabilities assumed has not yet been completed and is not required to be completed under applicable guidance until 12 months after completion of the merger. The finalization of the valuation could result in significantly different amortization expenses and balance sheet classifications than those presented in Taylor Morrison’s unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus.

Regulatory Approvals Required to Complete the Merger (See page 107)

Taylor Morrison has determined that no authorizations, approvals or consents from regulatory authorities are required to enable the parties to complete the merger. For a more complete discussion of regulatory matters relating to the merger, see “The Merger—Regulatory Approvals Required to Complete the Merger” beginning on page 107 of this joint proxy statement/prospectus.

Conditions to Completion of the Merger is Subject to Certain Conditions (See page 126)

As more fully described in this joint proxy statement/prospectus and in the merger agreement, the obligations of Taylor Morrison and William Lyon Homes to complete the merger are subject to the satisfaction of a number of conditions, including the following:

For more information, see “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 126 of this joint proxy statement/prospectus.

No Solicitation of Alternative Proposals (See page 119)

The merger agreement precludes both Taylor Morrison and William Lyon Homes from soliciting or engaging in discussions or negotiations with a third party with respect to any proposal for a competing transaction, including the acquisition of a significant interest in such party’s capital stock or assets. However, if, prior to obtaining the applicable stockholder approval in connection with the merger, either party receives an unsolicited proposal from a third party for a competing transaction that such party’s board of directors, among other things, determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) (i) constitutes or would reasonably be expected to lead to a proposal that is superior to the merger, and (ii) did not result from a breach of the non-solicitation obligations set forth in the merger agreement, then such party may furnish non-public information to and enter into discussions with that third party and its representatives and financing sources about such competing transaction after obtaining from such third party an executed confidentiality agreement (subject to promptly and, in any event, within twenty-four (24) hours, notifying the other party of the status and material details thereof (including copies of any written documentation that is material to such unsolicited proposal)). For more information, see “The Merger Agreement—No Solicitation of Alternative Proposals” beginning on page 119 of this joint proxy statement/prospectus.

Termination of the Merger Agreement (See page 128)

The merger agreement may be terminated and the merger abandoned at any time before the effective time of the merger in the following circumstances:

For more information, see “The Merger Agreement—Termination of the Merger Agreement” beginning on page 128 of this joint proxy statement/prospectus.

Fees and Expenses and Termination Fees (See page 129)

The merger agreement provides that, in connection with the termination of the merger agreement under specified circumstances, William Lyon Homes may be required to pay to Taylor Morrison a termination fee equal to $18.0 million cash. In addition, if the merger agreement is terminated by either of William Lyon Homes or Taylor Morrison because the requisite approval of William Lyon Homes’ stockholders is not obtained, then William Lyon Homes will be required to reimburse Taylor Morrison for all reasonable out-of-pocket fees and expenses incurred in connection with the negotiation of the merger agreement or the consummation of any of the transactions contemplated by the merger agreement, for an amount not to exceed $9.0 million in cash.

The merger agreement also provides that, in connection with the termination of the merger agreement under specified circumstances, Taylor Morrison may be required to pay to William Lyon Homes a termination fee equal to $40.0 million in cash. In addition, if the merger agreement is terminated by either of William Lyon Homes or Taylor Morrison because the requisite approval of Taylor Morrison’s stockholders is not obtained, then Taylor Morrison will be required to reimburse William Lyon Homes for all reasonable out-of-pocket fees and expenses incurred in connection with the negotiation of the merger agreement or the consummation of any of the transactions contemplated by the merger agreement, for an amount not to exceed $15.0 million in cash.

For more information, see “The Merger Agreement—Fees and Expenses and Termination Fees” beginning on page 129 of this joint proxy statement/prospectus.

Listing of Shares of Taylor Morrison common stock and Delisting and Deregistration of William Lyon Homes Class A common stock (See page 108)

Under the terms of the merger agreement, Taylor Morrison is required to use reasonable best efforts to cause the shares of Taylor Morrison common stock to be issued in connection with the merger to be approved for listing on the NYSE, prior to the closing of the merger. Accordingly, application will be made to have such shares approved for listing on the NYSE, where shares of Taylor Morrison common stock are currently listed for trading under the ticker symbol “TMHC.”

If the merger is completed, there will no longer be any publicly held shares of William Lyon Homes Class A common stock. Accordingly, William Lyon Homes Class A common stock will no longer be listed on the NYSE and will be deregistered under the Exchange Act.

Comparison of Stockholder Rights (See page 159)

William Lyon Homes stockholders will have different rights once they become Taylor Morrison stockholders due to differences between the organizational documents of William Lyon Homes and Taylor Morrison. See “Comparison of Rights of Taylor Morrison Stockholders and William Lyon Homes Stockholders” beginning on page 159 of this joint proxy statement/prospectus.

Appraisal Rights (See page 166)

Pursuant to Section 262 of the DGCL, William Lyon Homes stockholders who do not vote in favor of adoption of the merger agreement, who continuously hold their shares of William Lyon Homes common stock through the effective date of the merger and who otherwise comply with the applicable requirements of Section 262 of the DGCL have the right to seek appraisal of the fair value of their shares of William Lyon Homes common stock, as determined by the Delaware Court of Chancery, together with interest, if any, on the amount determined to be the fair value, if the merger is completed. The “fair value” of shares of William Lyon Homes common stock as determined by the Delaware Court of Chancery could be greater than, the same as, or less than the value of the Merger Consideration that William Lyon Homes stockholders would otherwise be entitled to receive under the terms of the merger agreement.

The right to seek appraisal will be lost if a William Lyon Homes stockholder votes “FOR” adoption of the merger agreement. However, abstaining or voting against adoption of the merger agreement is not in itself sufficient to perfect appraisal rights because additional actions must also be taken to perfect such rights.

William Lyon Homes stockholders who wish to exercise the right to seek an appraisal of their shares must so advise William Lyon Homes by delivering a written demand for appraisal prior to the taking of the vote on the merger agreement at the William Lyon Homes special meeting, and must otherwise follow the procedures prescribed by Section 262 of the DGCL. A person having a beneficial interest in shares of William Lyon Homes common stock held of record in the name of another person, such as a nominee or intermediary, must act promptly to cause the record holder to follow the steps required by Section 262 of the DGCL and in a timely manner to perfect appraisal rights. In view of the complexity of Section 262 of the DGCL, William Lyon Homes stockholders that may wish to pursue appraisal rights are urged to consult their legal and financial advisors. In addition, assuming the shares of William Lyon Homes Class A common stock remain listed on a national securities exchange immediately prior to the effective time, under Section 262 of the DGCL, the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of William Lyon Homes Class A common stock who have perfected their appraisal rights unless (i) the total number of such shares entitled to appraisal exceeds 1% of the outstanding shares of William Lyon Homes Class A common stock, or (ii) the value of the Merger Consideration provided in the merger agreement for the total number of shares of William Lyon Homes Class A common stock entitled to appraisal exceeds $1 million. Under Section 262 of the DGCL, no similar condition to the availability of appraisal rights applies to the William Lyon Homes Class B common stock because such shares are not expected to be listed on a national securities exchange immediately prior to the effective time of the merger. However, pursuant to the voting agreement, the sole holder of all outstanding shares of William Lyon Homes Class B common stock has agreed not to exercise his appraisal rights. See “Appraisal Rights” beginning on page 166 of this joint proxy statement/prospectus.

Holders of shares of Taylor Morrison common stock will not be entitled to rights of appraisal in connection with the merger.